Oriola-KD Corporation's Financial Statements for 1 January - 31 December 2009
(Thomson Reuters ONE) - Oriola-KD Corporation Stock Exchange Release 11 February 2010 at 8.30 a.m.This review presents the financial information for the Oriola-KD Group(hereinafter Oriola-KD) for 2009. This report for 1 January - 31 December 2009was drawn up in accordance with the IAS 34 standard and Oriola-KD's newsegmentation. The figures in the report have been audited. The retail andwholesale companies acquired in Russia have been consolidated into Oriola-KD'saccounts as of 1 April 2008.Key figures for 1 January - 31 December 2009 * Net sales increased 8 per cent to EUR 1713.1 million (Jan-Dec 2008: EUR 1580.8 million) * Operating profit increased 80 per cent to EUR 65.4 million (Jan-Dec 2008: EUR 36.4 million) * Net profit increased 77 per cent to EUR 48.6 million (Jan-Dec 2008: EUR 27.5 million) * Earnings per share were EUR 0.34 (Jan-Dec 2008: EUR 0.19) * Net cash flow from operations was EUR 100.9 million (Jan-Dec 2008: -EUR 18.1 million) * Return on capital employed was 18.7 per cent (Jan-Dec 2008: 13.5 per cent) * The Board proposes to the General Meeting that a dividend of EUR 0.12 per share (EUR 0.08 per share) be distributed for 2009 * Oriola-KD's net sales and operating profit for 2010 are forecast to be higher than in 2009Key figures for 1 October - 31 December 2009 * Net sales increased 8 per cent to EUR 486.5 million (Oct-Dec 2008: EUR 449.1 million) * Operating profit increased 70 per cent to EUR 26.9 million (Oct-Dec 2008: EUR 15.8 million) * Net profit increased 61 per cent to EUR 20.0 million (Oct-Dec 2008: EUR 12. 4 million) * Earnings per share were EUR 0.14 (Oct-Dec 2008: EUR 0.09)President and CEO Eero Hautaniemi: "Oriola-KD's business developed favourably in2009. Net sales were up by 8 per cent and operating profit by 80 per cent on theprevious year. Growth in Russia, enhanced efficiency and investments improvedthe 2009 result. In line with our strategy, we acquired a national pharmacychain in Sweden. After careful preparations we are ready to launch pharmacyoperations in Sweden in February 2010."Financial performanceOriola-KD's net sales in 2009 were EUR 1713.1 million (EUR 1580.8 million) andoperating profit was EUR 65.4 million (EUR 36.4 million). Profit after financialitems came to EUR 62.1 million (EUR 34.6 million) and net profit to EUR 48.6million (EUR 27.5 million). Oriola-KD's earnings per share in 2009 were EUR0.34 (EUR 0.19).Fourth quarter net sales came to EUR 486.5 million (EUR 449.1 million) andoperating profit to EUR 26.9 million (EUR 15.8 million). Profit after financialitems came to EUR 25.4 million (EUR 14.4 million) and net profit to EUR 20.0million (EUR 12.4 million). Earnings per share in the fourth quarter were EUR0.14 (EUR 0.09).Oriola-KD invested in developing its business in Russia, in preparing for thederegulation of Sweden's pharmacy market and in improving its operatingefficiency. The costs incurred in the preparations made for the change of thepharmacy market in Sweden came to EUR 11.7 million in 2009, of which EUR 3.7million was recorded in the fourth quarter. The preparation costs include thefees of advisors.Oriola-KD's financing expenses in 2009 were EUR 3.3 million (EUR 1.8 million).The increase was mainly due to the execution of the Russian acquisition in April2008. Taxes in 2009 came to EUR 13.4 million (EUR 7.2 million). Taxescorresponding to the result for the 2009 period are accounted as taxes.Return on capital employed was 18.7 per cent (13.5 per cent) and return onequity 22.1 per cent (14.1 per cent) in 2009.Balance sheet, financing and cash flowOriola-KD's balance sheet total on 31 December 2009 stood at EUR 923.1 million(EUR 790.6 million). Cash and cash equivalents at the end of 2009 stood at EUR133.7 million (EUR 46.5 million) and equity was EUR 254.2 million (EUR 185.5million). The equity ratio was 29.2 per cent (25.1 per cent).Interest-bearing net debt at the end of December 2009 was EUR 16.0 million (EUR62.2 million) and the gearing ratio was 6.3 per cent (33.5 per cent).Interest-bearing debt, which at the end of 2009 was EUR 149.7 million (EUR108.7 million), comprise some EUR 51.6 million from pharmacy advance payments inFinland, a debt of approximately EUR 63.6 million from the anticipated finalprice for the remaining 25 per cent holding in the Russian companies and financelease liabilities of EUR 0.4 million. In addition, Oriola-KD has a commercialpaper programme of EUR 150 million, from which EUR 34.2 million had been drawnat the end of the review period.To secure its long-term solvency Oriola-KD Corporation signed a EUR 70 millionand Kronans Droghandel Retail AB a EUR 126.8 million (SEK 1.3 billion) long-termcredit facility with four banks in the fourth quarter of 2009. Financialcovenants are based on the ratio between Oriola-KD's net debt and EBITDA and itsgearing ratio. The terms of the financial covenants were met with a wide marginat the end of 2009. Oriola-KD's long-term credit limit facilities ofapproximately EUR 196.8 million and EUR 39.5 million in short-term creditaccount facilities stood unused at the end of the review period.Net cash flow from operations in 2009 was EUR 100.9 million (EUR -18.1 million),of which changes in working capital accounted for EUR 37.9 million (EUR -52.2million). Working capital decreased mainly as a result of a sale of a EUR 49.8million sales receivables programme (non-recourse) by the wholesale company inSweden. The sale of the receivables was launched to finance the capitalinvestment in Kronans Droghandel Retail AB in the final quarter of the year.Net cash flow from investments was EUR -28.0 million (EUR -75.3 million),including the additional sum of EUR 21.7 million paid for the 75 per centholding in the Russian companies in February 2009. In 2009 period, cash flowafter investments was EUR 72.9 million (EUR -93.4 million). Cash flow fromfinancing includes a dividend of EUR 11.3 million paid in May and the directedissue of EUR 20.6 million carried out in June.InvestmentsInvestments in 2009 came to EUR 47.4 million (EUR 125.7 million), mostlyassociated with the increase of the anticipated final price of the remaining 25per cent in the Russian companies, the acquisition of the minority holding inKronans Droghandel AB in Sweden and operating investments in maintenance andPPE.PersonnelOn 31 December 2009, Oriola-KD had a payroll of 4299 (4709) employees, 15 percent (14 per cent) of whom worked in Finland, 10 per cent (8 per cent) inSweden, 70 per cent (74 per cent) in Russia and 5 per cent (4 per cent) in theBaltic countries and Denmark combined.Changes in the Group Management TeamHenry Fogels, Vice President of Pharmaceutical Retail and Vladimir Kniazev, VicePresident of Pharmaceutical Wholesale in Russia, and Thomas Gawell, VicePresident of Pharmaceutical Wholesale in Sweden, have been appointed as membersof the Oriola-KD Group Management Team as of 1 January 2010. On 1 January 2010,Oriola-KD Corporation's Group Management Team was composed of: * Eero Hautaniemi President and CEO * Henry Fogels, Vice President, Pharmaceutical Retail, Russia * Thomas Gawell, Vice President, Pharmaceutical Wholesale, Sweden * Anne Kariniemi, Vice President, Logistics and Sourcing * Vladimir Kniazev, Vice President, Pharmaceutical Wholesale, Russia * Cecilia Marlow, Vice President, Pharmaceutical Retail, Sweden * Jukka Niemi, Vice President, Pharmaceutical Wholesale, Finland * Ilari Vaalavirta, Vice President, Healthcare Trade * Kimmo Virtanen, Executive Vice President & CFOThe Group also has an extended Group Management Team, composed of the GroupManagement Team and the heads of Group functions: human resources, legalaffairs, treasury, finance, IM administration, and corporate communications andinvestor relations.Business segmentsIn accordance with its organisational structure and internal reporting,Oriola-KD's business segments are Pharmaceutical Trade Finland, PharmaceuticalTrade Sweden, Pharmaceutical Trade Russia, Pharmaceutical Trade BalticCountries, Healthcare Trade and Dental Trade.Changes in Oriola Oy's corporate structureAt the end of 2009, Oriola-KD carried out a partial demerger of Oriola Oy.Following the demerger, Pharmaceutical Trade continues in Oriola Oy and OriolaOy's Healthcare Trade business in the Nordic countries was transferred to a newcompany named Oriola-KD Healthcare Oy. The demerger took place at the beginningof 2010, and Oriola-KD Corporation now has two fully owned Finnish operationalsubsidiaries: Oriola Oy and Oriola-KD Healthcare Oy. The demerger will simplifythe corporate structure and increase the efficiency of managing businessoperations. The change will have no impact on Oriola-KD's operating segments.Pharmaceutical Trade FinlandPharmaceutical Trade Finland's net sales in 2009 were EUR 504.5 million (EUR533.4 million) and its operating profit was EUR 18.1 million (EUR 16.6 million).Fourth-quarter net sales came to EUR 125.6 million (EUR 144.0 million) andoperating profit to EUR 4.4 million (EUR 4.7 million).The Finnish pharmaceutical market grew 0.0 per cent in 2009 (6.7 per cent). Theintroduction of a reference price system in Finland at the beginning of April2009 weakened the growth of net sales of the Pharmaceutical Trade Finlandbusiness segment in 2009. Oriola-KD held a 46.9 per cent (47.6 per cent) shareof the pharmaceutical distribution market in Finland in 2009 (source: IMSHealth). No major changes in principals that would have had a bearing on marketshare took place in the review period.At the end of December 2009, 474 (425) people were employed by PharmaceuticalTrade Finland.Pharmaceutical Trade SwedenPharmaceutical Trade Sweden's net sales in January-December 2009 were EUR 547.0million (EUR 535.9 million) and its operating profit was EUR -5.0 million (EUR6.0 million).Fourth-quarter net sales came to EUR 159.0 million (EUR 125.9 million) andoperating profit to EUR -2.2 million (EUR 1.3 million).The costs incurred in the preparations made for the change of the pharmacymarket in Sweden came to EUR 11.7 million in 2009, of which EUR 3.7 million wasrecorded in the fourth quarter. Of the total preparation costs, EUR 0.7 millionhas been recorded for the Group. The preparation costs include the fees ofadvisors in the acquisition. Excluding these project costs, Pharmaceutical TradeSweden's operating profit in 2009 was EUR 5.9 million.The Swedish pharmaceutical market grew by 2.4 per cent (4.1 per cent) in 2009.Oriola-KD held a 41.2 per cent (43.8 per cent) share of the pharmaceuticaldistribution market in Sweden in January-December 2009 (source: IMS Health).The pharmaceutical manufacturers Schering-Plough and Organon discontinued aspharmaceutical principals for Oriola-KD in Sweden during the period underreview.Acquisition of a national pharmacy chain in SwedenIn November 2009, Kronans Droghandel Retail AB, a jointly owned company ofOriola-KD and KF (Kooperativa F?ndet), and Apoteket AB (publ) signed anagreement under which Kronans Droghandel Retail AB will acquire the entire stockof a national pharmacy company with 171 pharmacies. The pro forma net sales ofthe 171 pharmacies were SEK 4.4 billion in 2008 and their share of the Swedishpharmacy market was 14.5 per cent. Their pro forma operating profit, inclusiveof the average administrative costs of Apoteket AB, was SEK 183 million in2008, which is 4.2 per cent of the net sales. The net debt of the pharmacycluster was SEK 136 million in the end of August 2009. The cluster had 931employees in the end of 2008. The cash price of the acquisition is expected tobe approximately SEK 1.56 billion, and the deal is expected to be completedwithin the first quarter of 2010.Oriola-KD and KF founded the jointly owned company Kronans Droghandel Retail AB.Under the shareholders agreement, Oriola-KD holds a 80 per cent share of the newcompany while KF has a 20 per cent holding. Four members of the Board of KronansDroghandel Retail AB are appointed by Oriola-KD and one by KF. The cooperationallows Kronans Droghandel Retail AB to establish new pharmacies at Coophypermarkets and supermarkets owned by KF. Oriola-KD is in charge of thepharmacy chain's operative development and the management of its businessoperations.Pharmaceutical Trade Sweden had 309 (254) employees at the end of December2009, of whom 40 (0) were employed in retail and 269 (254) in wholesale.Pharmaceutical Trade RussiaPharmaceutical Trade Russia's net sales in December 2009 were EUR 480.7 million(pro forma EUR 414.9 million), of which wholesale trade accounted for EUR 382.0million (EUR 311.4 million) and retail for EUR 98.7 million (EUR 103.5 million).Operating profit was EUR 44.5 million (pro forma EUR 7.4 million). The retailand wholesale companies acquired in Russia have been consolidated intoOriola-KD's accounts as of 1 April 2008.Fourth-quarter net sales came to EUR 148.2 million (EUR 127.3 million), of whichwholesale accounted for EUR 120.7 million (EUR 94.6 million) and retail EUR27.5 million (EUR 32.7 million). Fourth-quarter operating profit was EUR 21.6million (EUR 8.9 million).Operating profit was increased in 2009 by investments, increased volume ofpharmaceutical wholesale, annual discounts typical of the business received inthe fourth quarter, improved operating efficiency and higher retail tradeprofitability. Oriola-KD had 175 (150) pharmacies in the Moscow region at theend of 2009. Pharmaceutical wholesale operations were launched in the fourthquarter in Rostov-on-Don in southern Russia.The Russian pharmaceutical market grew by some 20 per cent and Oriola-KD's netsales grew by more than 40 per cent in Russian rubles (RUB) in 2009.Pharmaceutical Trade Russia had 3023 (3482) employees at the end of December2009, of whom 1402 (1848) were employed in retail trade and 1621 (1634) inwholesale trade.Pharmaceutical Trade Baltic CountriesPharmaceutical Trade Baltic Countries' net sales in 2009 were EUR 35.7 million(EUR 37.4 million) and operating profit was EUR 0.9 million (EUR 1.1 million).Fourth-quarter net sales came to EUR 10.3 million (EUR 9.2 million) andoperating profit to EUR 0.3 million (EUR 0.3 million).The Baltic market was challenging, which had a negative effect on net sales andoperating profit. Oriola-KD discontinued its small-scale pharmacy business inLatvia in 2009.Pharmaceutical Trade Baltic Countries had 138 (157) employees at the end ofDecember 2009.Healthcare tradeHealthcare Trade net sales in January-December 2009 were EUR 145.1 million (EUR155.2 million) and operating profit was EUR 8.9 million (EUR 7.9 million).Fourth-quarter net sales came to EUR 43.4 million (EUR 42.7 million) andoperating profit to EUR 2.4 million (EUR 1.7 million).The sale of the ConvaTec wound and stoma care business to the manufacturer ofthe products in Finland in the second quarter improved the 2009 operatingprofit. In December 2009 Oriola-KD signed a five-year agreement on healthcarewarehousing and materials management services with the Swedish provinces ofSk? and Halland. The agreement will come into force in April 2010 and theassociated annual net sales will be approximately EUR 35 million. The agreementwill involve the transfer of about 50 persons to Oriola-KD.The Healthcare Trade business segment had a payroll of 355 (390) employees on31 December 2009.Dental TradeIn 2009, the operating profit of Dental Trade was EUR 3.9 million (EUR 2.1million).Fourth-quarter operating profit was EUR 1.2 million (EUR 0.8 million).The operating profit improved mainly as a result of the positive trend in theFinnish, Swedish and Danish businesses.The dental trade businesses of Oriola-KD and Lifco AB were combined in 2007.Oriola-KD holds a 30 per cent share of the Dental Trade business, while Lifcohas a 70 per cent holding.EnvironmentOriola-KD supports sustainable development in its operations and takesenvironmental considerations into account by applying an environmentalmanagement system that aims to minimise environmental load. Transportation andthe logistical management of large flows of goods are a fundamental part ofOriola-KD's business. In order to ensure that distribution is efficient andeconomical, a scheduled network of routes is employed in which deliveries aretimed in order to minimise the number of deliveries. The amount of driving doneis thus optimised with an information system developed for this purpose. InFinland and Sweden, deliveries to established customers are packed in recyclableplastic boxes that can be re-used hundreds of times. Large quantities aredelivered in recyclable cardboard packaging, on pallets and castor pallets.Waste reduction, re-use, sorting and recycling are key principles in wastemanagement. Pharmaceutical and other hazardous waste is sorted and delivered toa hazardous waste treatment plant for disposal using the methods required bymedical and environmental authorities.Related partiesRelated parties in the Oriola-KD Group are deemed to comprise the parent companyOriola-KD Corporation, the subsidiaries and associated companies, the members ofthe Board and the President and CEO of Oriola-KD Corporation, other members ofthe Group Management Team of the Oriola-KD Group, the immediate family of theaforementioned persons, the companies controlled by the aforementioned persons,and the Oriola Pension Foundation. The Group has no significant businesstransactions with related parties, except for pension expenses arising fromdefined benefit plans with the Oriola Pension Foundation. The notes to thefinancial statements of Oriola-KD Corporation provide additional information onintra-Group liabilities and sureties given on behalf of Group companies.Oriola-KD Corporation has given no significant sureties on behalf of Groupcompanies.Oriola-KD Corporation sharesTrading volume of the Oriola-KD Corporation's Class A and B shares in 2009: Trading volume Jan-Dec 2009 Jan-Dec 2008 Class A Class B Class A Class B Trading volume, million 7.2 104.5 5.5 41.3 Trading volume, EUR million 19.5 298.5 12.0 98.1 Highest, EUR 4.41 4.43 3.10 3.10 Lowest, EUR 1.29 1.30 1.22 1.20 Closing quotation, end of period, EUR 4.39 4.40 1.30 1.30In the review period, the traded volume of Oriola-KD Corporation shares,excluding treasury shares, corresponded to 76.0 per cent (33.0 per cent) of thetotal number of shares. The traded volume of class A shares amounted to 14.9 percent (11.2 per cent) of the average stock, and that of class B shares, excludingtreasury shares, 105.8 per cent (45.0 per cent).Oriola-KD Corporation's market capitalisation on 31 December 2009 was EUR 665.1million (EUR 184.5 million).On 19 March 2009, pursuant to the authorisation granted to it by the AnnualGeneral Meeting of 13 March 2007, the Board of Directors of Oriola-KDCorporation resolved that a directed bonus issue be made, in which a total of150,480 class B shares held by the company were assigned to the company'sPresident and CEO and to certain other members of Oriola-KD Corporation's GroupManagement Team and of its extended Group Management Team, as part of theGroup's share-based incentive scheme for senior management. These sharesrepresent approximately 0.11 per cent of the total number of company shares andapproximately 0.01 per cent of the total number of votes.On 3 June 2009, Oriola-KD Corporation's Board of Directors decided on a directedissue of shares under an authorisation granted by the Annual General Meeting of16 April 2009, issuing 9,350,000 new class B shares to institutional investors. The new class B shares in the directed issue have been entered in the TradeRegister and they were listed for public trading on NASDAQ OMX Helsinki Ltd on8 June 2009 with the old class B shares. Following the share issue the companyhad a total of 151,257,828 shares, of which class A shares accounted for48,392,203 and class B shares for 102,865,625.In accordance with Chapter 2, section 9, of the Securities Markets Act, VarmaMutual Pension Insurance Company notified Oriola-KD Corporation on 29 June 2009that as a result of share transactions executed on 26 June 2009, its holding ofvotes conferred by Oriola-KD Corporation shares had risen to 5.21 per cent andhence exceeded one twentieth (1/20) of the total votes.The company has 343,472 treasury shares, all of which are class B shares. Theseaccount for 0.23 per cent of the company's shares and 0.03 per cent of thevotes.At the end of 2009, the company had 151,257,828 shares (141,907,828) of which47,667,359 were Class A shares (48,692,203) and 103,509,469 were Class B shares(93,215,625). Under Article 3 of the Articles of Association, a shareholder maydemand conversion of class A shares into class B shares. During 2009, a total of1,024,844 (2,553,202) Class A shares were converted into Class B sharesDecisions of the Annual General MeetingThe Annual General Meeting of Oriola-KD Corporation, held on 16 April 2009,confirmed the 2008 financial statements and discharged the Board members and thePresident and CEO from liability for the financial year ending 31 December2008.The Annual General Meeting resolved that the sum of EUR 0.08 per share be paidas dividend on the basis of the balance sheet adopted for the financial yearending 31 December 2008. The dividend was paid to those who, on the dividenddistribution record date of 21 April 2009, were entered as shareholders of thecompany in the company's shareholder register kept by Euroclear Finland Ltd. Thedividend payment date was 15 May 2009.The Annual General Meeting confirmed that the Board would continue to compriseseven members. Harry Brade, Pauli Kulvik, Outi Raitasuo, Antti Remes, OlliRiikkala, Jaakko Uotila and Mika Vidgr?were re-elected to the Board. OlliRiikkala continued as Chairman of the Board. The Annual General Meetingconfirmed that the Chairman of the Board will receive EUR 44,000 in remunerationfor his term of office, the Vice Chairman EUR 27,500 and the other members ofthe Board EUR 22,000 each. The Board's remuneration will be paid in cash. TheChairman of the Board will receive an attendance fee of EUR 800 for eachmeeting, and the other Board members EUR 400 per meeting. Meeting fees will alsobe paid in the same manner to members of any committees set up by the Board ofDirectors or the company. The Chairman of the Board will also have acompany-paid phone. Travel expenses will be paid in accordance with the travelpolicy of the company.The Annual General Meeting re-elected PricewaterhouseCoopers Oy as auditor forthe company, with Heikki Lassila APA as principal auditor. The auditor will beremunerated according to invoice.The Annual General Meeting resolved that articles 3, 4, 7, 9, 10 and 12 of theArticles of Association be amended. The main content of the amendments is asfollows: The references to minimum and maximum authorised share capital wereremoved from article 3; the definition in article 4 concerning the book-entrysystem was simplified and the references concerning the record date procedurewere removed; an amendment was made to the wording of article 7 on the right tosign on behalf of the company, ensuring that it is consistent with theterminology used in the Limited Liability Companies Act; the references todeputy auditor were removed from article 9. Following this amendment the companyhas just one auditor, which must be a firm of authorised public accountants; thephrases in article 10 concerning the AGM were amended to ensure consistency withthe terminology used in the Limited Liability Companies Act and with the newlyamended article 9; the definition in article 12 concerning the notice of theannual general meeting was amended such that the notice must be given at least21 days prior to the meeting.The Annual General Meeting authorised the Board to decide on the purchase ofOriola-KD Corporation class B shares. Pursuant to the authorisation, the Boardis authorised to decide on the purchase of no more than 14,000,000 of thecompany's own class B shares, which corresponded to approximately 9.9 per centof the total number of company shares. The authorisation can only be used insuch a way that the company and its subsidiaries together would hold no morethan one tenth (1/10) of the total number of company shares at any one time. Inaccordance with the Board's decision, the company's shares can be purchased in amanner other than in proportion to the existing holdings of shareholders usingassets belonging to the company's non-restricted equity at the class B share'smarket price in public trading arranged by the NASDAQ OMX Helsinki Ltd exchangeat the time of purchase. The shares will be paid for in accordance with therules and regulations of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. TheBoard will decide how the shares are purchased. Derivatives may also be used inthe purchase. The purchase of the shares will reduce the company's distributablenon-restricted equity. The shares can be purchased for the purpose of developingthe company's capital structure, implementing any corporate transactions orother business arrangements, financing investments, inclusion in the company'sincentive schemes or to be otherwise assigned, held by the company or annulled.The Board will decide on all other matters related to the purchase of class Bshares. The purchase authorisation remains in force no longer than eighteen (18)months following the decision of the General Meeting. The authorisation repealsthe Annual General Meeting's decision of 17 March 2008 authorising the Board todecide on the purchase of Oriola-KD Corporation class B shares.The Annual General Meeting authorised the Board to decide on a share issue ofthe company's class B shares against payment in one or more batches. Theauthorisation includes the right to issue new class B shares or to assign classB shares held by the company. The authorisation covers no more than 28,000,000of the company's class B shares in total, which corresponded to approximately19.8 per cent of the total number of company shares. The authorisation grantedto the Board includes the right to deviate, by means of a directed issue, fromthe pre-emptive subscription right of shareholders, provided that there arefinancial grounds considered important from the company's perspective for such adeviation. Subject to the restrictions presented above, the authorisation can beused for purposes such as payment of consideration in corporate transactions orother business arrangements and financing and carrying out investments,expansion of the company's ownership base, development of the capital structure,or as part of incentive and commitment programmes for personnel. On the basis ofthe authorisation, class B shares held by the company can also be sold in publictrading arranged by the NASDAQ OMX Helsinki Ltd exchange. The authorisationincludes the right of the Board to determine the terms of the share issue asspecified in the Limited Liability Companies Act, including the right to decidewhether the subscription price will be partially or fully entered in theinvested non-restricted equity fund or in the share capital. The authorisationwill remain in force for eighteen (18) months following the decision of theGeneral Meeting. The authorisation cancels the share issue authorisationspreviously received by the Board, with the exception of the authorisationgranted to the Board by the Annual General Meeting of 13 March 2007, under whichthe Board may decide on arranging a directed bonus issue of no more than650,000 class B shares for the purpose of implementing the share-based incentivescheme for management.Decisions of the Board's organisational meetingAt the organisational meeting held immediately after the AGM, the Board resolvedto elect Antti Remes to continue serving as Vice Chairman of the Board. Thecomposition of the Audit and Compensation Committees was confirmed as follows.Audit Committee:Antti Remes, ChairmanHarry BradeOuti RaitasuoMika Vidgr?Compensation Committee:Olli Riikkala, ChairmanPauli KulvikJaakko UotilaAll members of the Board are independent of the company and its majorshareholders.On 12 November 2009, the Board of Directors of Oriola-KD Corporation appointedthe following persons as members of the Nomination Committee:Harry BradeRisto MurtoOlli RiikkalaTimo RitakallioSeppo SalonenInto Ylpp?Into Ylpp?s appointed chairman of the committee.According to the rules of procedure of the Nomination Committee approved by theBoard of Directors, the committee is a body established by the Board ofDirectors whose duty is to prepare and make a recommendation to the Board ofDirectors of a proposal to be submitted to the Annual General Meeting regardingthe composition and compensation of the Board of Directors.RisksThe Board of Directors of Oriola-KD has approved the company's risk managementpolicy in which the risk management operating model, principles,responsibilities and reporting are specified. The Group's risk management seeksto identify, measure and manage risks that may threaten the operations of thecompany and the achievement of goals set for them. The roles andresponsibilities relating to risk management have been determined in the Group.Oriola-KD's risks are classified as strategic, operational and financial. Riskmanagement is a key element of the strategic process, operational planning anddaily decision-making at Oriola-KD.Oriola-KD has identified the following principal strategic and operational risksin its business: * changes in bargaining position vis-?is suppliers and customers * impact on business concepts as a result of changes in the structure of the Swedish market * maintenance of cost-effectiveness and flexibility in costs * provision of competitive products and services in expanding and consolidating markets * expansion-related risks in new markets and businesses, especially in Sweden and in Russia * commitment of key employees.The major financial risks for Oriola-KD involve currency exchange rates,interest rates, liquidity and credit. The anticipated USD-denominated purchaseprice of the remaining 25 per cent holding in the Russian business acquisitionhas been hedged in accordance with the Group's treasury policy.Oriola-KD's exposure to risks relating to new markets and businesses as well asfinancial risks has increased as a result of the company's expansion into theRussian pharmaceutical retail and wholesale market. Currency risks are the mostsignificant of Oriola-KD's financial risks in Russia, as any changes in thevalue of the ruble (RUB) will have an impact on Oriola-KD's financialperformance and equity. Oriola-KD has used some EUR 90 million to acquire a 75per cent holding in the Russian companies and anticipates that the final pricefor the remaining 25 per cent will be roughly EUR 64 million. In addition, bythe end of December it had provided the companies with long-term financingamounting to approximately EUR 64 million. The Russian companies have noexternal loans.Goodwill and intangible rights are subject to annual impairment testing, whichmay have a negative effect on Oriola-KD's financial performance.Near-term risks and uncertainty factorsThe completion of the processes involved in the Russian acquisition, the priceregulation system that comes into effect in the beginning of 2010 and stiffeningcompetition have significant bearing on Oriola-KD's outlook in the short term inRussia. The change in the Swedish pharmacy market is subject to uncertainty thatmay have a substantial effect on Oriola-KD's Swedish business.Events after the period under reviewThe Nomination Committee of Oriola-KD Corporation has given its recommendationto the Board of Directors for the proposal to the Annual General Meeting on 7April 2010 concerning the composition of the Board of Directors as follows: * The number of members of the Board would be increased from seven to eight * The present Board members, Mr. Harry Brade, Mr. Pauli Kulvik, Ms. Outi Raitasuo, Mr. Antti Remes, Mr. Olli Riikkala, Mr. Jaakko Uotila and Mr. Mika Vidgr?would be re-elected * Mr. Per B?lson would be elected as a new member of the Board * Mr. Olli Riikkala would be re-elected as Chairman of the Board.The Nomination Committee also announced as its recommendation that the followingremunerations be paid to the Board of Directors: * Chairman: annual fee of 48,400 euros, attendance fee of 800 euros per meeting, telephone as a fringe benefit * Vice Chairman: annual fee of 30,250 euros, attendance fee of 400 euros per meeting * Other members of the Board: annual fee of 24,200 euros, attendance fee of 400 euros per meeting * Attendance fees would be paid respectively also to members of the Corporate or Board Committees * Of the annual fee, 60 per cent would paid in cash and 40 per cent would be used to acquire Oriola-KD's Corporation's Class B-shares for the Board members from the Helsinki Stock Exchange after the publication of the company's interim report 1-3/2010. * Travel expenses would be reimbursed in accordance with the travel policy of the company.The Nomination Committee stated that it has not given its recommendation for theremunerations to the Board of Directors, but the matter will be proposed by ashareholder at the Annual General Meeting of 2010.Presentation of Mr. Per B?lson:Mr. Per B?lson, M.Sc. (Physics) born 1950, serves as CEO of Global HealthPartner Plc. He has previously served as President and CEO of Capio AB. Mr.B?lson is a member of the Boards of Permobil AB, Sentoclone AB and Unilabs AB.Mr Per B?lson served as Chairman of the Board of Directors of Apoteket AB from2006 to 2009.Dividend distribution proposalOriola-KD's parent company is Oriola-KD Corporation, whose distributable assetson 31 December 2009, based on the balance sheet, were EUR 96 million (EUR 73million). The Board proposes to the General Meeting that a dividend of EUR 0.12per share (EUR 0.08 per share) be distributed for 2009.Annual General MeetingOriola-KD Corporation's Annual General Meeting will be held on 7 April 2010 at5.00 p.m. at the Helsinki Fair Centre. The matters specified in Section 10 ofthe Articles of Association and other possible proposals of the Board ofDirectors will be handled. The Board of Directors will decide on the notice ofthe Annual General Meeting and the proposals contained in it at a later date.The notice of the Annual General Meeting will be published in the HelsinginSanomat newspaper on 15 March 2010 at the latest.Publication of the annual reportOriola-KD Corporation will publish its annual report for 2009 on 12 March 2010at the latest.Corporate governance statementOriola-KD Corporation has issued a Corporate Governance Statement prepared inaccordance with Recommendation 51 of the Finnish Corporate Governance Code. Itis not part of the part of report of Board of Directors. The statement isavailable at the company's web site at www.oriola-kd.com.OutlookOriola-KD's outlook for 2010 is based on external market forecasts, agreementswith principals, order intake and management assessments. Long-term fundamentalsand growth prospects are deemed to remain favourable in the healthcare market.Oriola-KD expects that the pharmaceutical market in Finland and Sweden will growapproximately 3-5 per cent annually in local currency over the next few years,which is in line with the longer-term average growth rate of these markets. TheRussian pharmaceutical market is expected to see annual growth of approximately15-20 per cent in Russian rubles (RUB) in the next few years. Growth in themarket for healthcare equipment and supplies in Finland and Sweden is expectedto outpace that of the pharmaceutical market.The growth of the Russian pharmaceutical market in 2010 is expected to be slowerthan in the long term, mainly because of the difficult state of the Russianeconomy and the price regulation system.Competition in the Swedish pharmacy market is expected to be stiff in 2010 as aresult of the changes in the pharmacy market.Oriola-KD's net sales and operating profit for 2010 are forecast to be higherthan in 2009.Tables 1 Jan - 1 Jan - 1 Oct - 1 Oct - Consolidated Statement of 31 Dec 31 Dec 31 Dec 31 Dec Comprehensive Income (IFRS), EUR million 2009 2008 2009 2009-------------------------------------------------------------------------------- Net sales 1713.1 1580.8 486.5 449.1 Cost of goods sold -1462.9 -1370.0 -410.0 -380.0-------------------------------------------------------------------------------- Gross profit 250.2 210.8 76.5 69.1 Other operating income 4.4 3.4 0.6 0.8 Selling and distribution expenses -164.6 -146.7 -44.5 -43.8 Administrative expenses -28.6 -33.3 -6.9 -11.1 Profit from associated company 3.9 2.2 1.2 0.8-------------------------------------------------------------------------------- Operating profit 65.4 36.4 26.9 15.8 Financial income 7.8 7.5 1.2 3.0 Financial expenses -11.1 -9.3 -2.8 -4.4-------------------------------------------------------------------------------- Profit before taxes 62.1 34.6 25.4 14.4 Tax expense*) -13.4 -7.2 -5.4 -2.0-------------------------------------------------------------------------------- Profit for the period 48.6 27.5 20.0 12.4 Other comprehensive income: Foreign exchange differences of net investments -2.0 -5.8 0.8 -5.8 Taxes based on foreign exchange differences of net investments 0.4 - -0.2 - Translation differences 1.3 -21.8 2.0 -18.1-------------------------------------------------------------------------------- Total comprehensive income for the period 48.4 -0.1 22.6 -11.5 Profit attributable to:-------------------------------------------------------------------------------- Parent company shareholders 49.5 27.4 20.9 12.4-------------------------------------------------------------------------------- Non-controlling interests -0.9 0.1 -0.9 0.0-------------------------------------------------------------------------------- Total comprehensive income attributable to:-------------------------------------------------------------------------------- Parent company shareholders 49.3 -0.2 23.5 -11.5-------------------------------------------------------------------------------- Non-controlling interests -0.9 0.1 -0.9 0.0-------------------------------------------------------------------------------- Earnings per share: Basic earnings per share (EUR) 0.34 0.19 0.14 0.09 Diluted earnings per share (EUR) 0.34 0.19 0.14 0.09 *) The tax expense for the period has been calculated as the proportional share of the total estimated taxes for the financial year. Consolidated Statement of Financial Position (IFRS), EUR million ASSETS 31 Dec 2009 31 Dec 2008------------------------------------------------------- Non-current assets Tangible assets 53.3 54.5 Goodwill 141.7 105.1 Other intangible assets 39.5 41.9 Investments in associates 30.7 28.5 Other non-current receivables 7.5 9.8 Deferred tax assets 2.5 0.8------------------------------------------------------- Non-current assets total 275.2 240.5 Current assets Inventories 287.1 250.7 Trade and other receivables 227.1 252.9 Cash and cash equivalents 133.7 46.5------------------------------------------------------- Current assets total 647.8 550.1 ASSETS TOTAL 923.1 790.6------------------------------------------------------- EQUITY AND LIABILITIES 31 Dec 2009 31 Dec 2008------------------------------------------------------- Equity Share capital 36.2 36.2 Other funds 50.9 30.1 Retained earnings 156.4 118.1 Equity of the parent company shareholders 243.4 184.4 Non-controlling interests 10.8 1.0------------------------------------------------------- Equity total 254.2 185.5 Non-current liabilities Deferred tax liabilities 13.6 16.5 Pension liability 4.9 4.2 Provisions 0.0 0.0 Interest-bearing non-current liabilities 0.2 27.9 Other non-current liabilities 0.0 0.0------------------------------------------------------- Non-current liabilities total 18.8 48.5 Current liabilities Trade payables and other current liabilities 500.5 475.8 Provisions 0.0 0.0 Interest-bearing current liabilities 149.5 80.8------------------------------------------------------- Current liabilities total 650.1 556.6 EQUITY AND LIABILITIES TOTAL 923.1 790.6------------------------------------------------------- Consolidated Statement of Changes in Equity (IFRS): Equity of the parent company Non- Translation Retained share- controlling Share Other EUR million capital funds differences earnings holders interests Total-------------------------------------------------------------------------------- Equity 1 Jan 2008 36.2 30.1 -2.5 131.7 195.5 8.1 203.6-------------------------------------------------------------------------------- Dividends - - - -11.3 -11.3 - -11.3 Change in non-controlling interests - - - - 0.0 -7.1 -7.1 Share based payments - - - 0.4 0.4 - 0.4 Total comprehensive income for the period - - -27.6 27.4 -0.2 0.1 -0.1-------------------------------------------------------------------------------- Equity 31 Dec 2008 36.2 30.1 -30.1 148.2 184.4 1.0 185.5---------------------------------------------------------------------------------------------------------------------------------------------------------------- Equity 1 Jan 2009 36.2 30.1 -30.1 148.2 184.4 1.0 185.5-------------------------------------------------------------------------------- Dividends - - - -11.3 -11.3 - -11.3 Share issue - 20.7 - - 20.7 - 20.7 Change in non-controlling interests - - - - 0.0 10.7 10.7 Share based payments - - - 0.3 0.3 - 0.3 Total comprehensive income for the period - - -0.3 49.5 49.3 -0.9 48.4-------------------------------------------------------------------------------- Equity 31 Dec 2009 36.2 50.9 -30.4 186.8 243.4 10.8 254.2-------------------------------------------------------------------------------- Consolidated Statement 1 Jan - 1 Jan - of Cash Flows (IFRS), 31 Dec 31 Dec EUR million 2009 2008--------------------------------------------------------- Operating profit 65.4 36.4 Depreciation 9.4 9.8 Change in working capital 37.9 -52.2 Cash flow from financial items and taxes -13.3 -6.8 Other adjustments 1.5 -5.2 Net cash from operating activities 100.9 -18.1 Net cash used in investing activities -28.0 -75.3 Net cash used in financing activities 14.5 10.5 Net change in cash and cash equivalents 87.4 -82.9 Cash and cash equivalents at beginning of period 46.5 131.0 Foreign exchange difference -0.2 -1.6 Net change in cash and cash equivalents 87.4 -82.9 Cash and cash equivalents at end of period 133.7 46.5--------------------------------------------------------- 1 Jan - 1 Jan - Change in Tangible Assets 31 Dec 31 Dec EUR million 2009 2008--------------------------------------------------------- Carrying amount at the beginning of the period 54.5 56.3 Increase through acquisition of subsidiary share - 6.9 Additions 6.0 4.0 Disposals -1.8 -2.2 Depreciation -6.5 -6.7 Translation differencies 1.1 -3.7--------------------------------------------------------- Carrying amount at the end of the period 53.3 54.5--------------------------------------------------------- 1 Jan - 1 Jan - 31 Dec 31 Dec Key Figures 2009 2008--------------------------------------------------------- Equity ratio, % 29.2% 25.1% Equity per share, EUR 1.61 1.30 Return on capital employed (ROCE), % 18.7% 13.5% Return on equity, % 22.1% 14.1% Net interest bearing debt, Me 16.0 Me 62.2 Me Gearing, % 6.3% 33.5% Net debt/EBITDA 0.2 1.3 Earnings per share, EUR 0.34 0.19 Average number of share, tpcs 147 034 141 393 Forward Contracts and Contingent Liabilities 31 Dec 2009 Positive Negative Nominal fair fair values of EUR million value value contracts Derivatives recognised as cash flow hedges: Foreign currency forward and swap contracts 1.4 - 50.9 Derivatives measured at fair value through profit of loss: Foreign currency forward and swap contracts 0.1 - 11.7 31 Dec 2008 Positive Negative Nominal fair fair values of EUR million value value contracts Derivatives recognised as cash flow hedges: Foreign currency forward and swap contracts 4.7 - 35.2 Derivatives measured at fair value through profit of loss: Foreign currency forward and swap contracts 0.1 - 13.2 Contingent for Own Liabilities EUR million 31 Dec 2009 31 Dec 2008--------------------------------------------------------------------- Guarantees given 36.8 37.8 Real-estate mortgages given 2.0 2.0 Mortgages on company assets 2.0 2.2 Other guarantees and liabilities 1.9 1.2--------------------------------------------------------------------- Total 42.7 43.2--------------------------------------------------------------------- Leasing-liabilities (operating liabilities) 0.3 0.4 Rent contingent 33.8 33.3 1 Jan - 1 Jan - 31 Dec 31 Dec Net Sales by Operating Segments, EUR million 2009 2008----------------------------------------------- Pharmaceutical Trade Finland 504.5 533.4 Pharmaceutical Trade Sweden 547.0 535.9 Pharmaceutical Trade Russia 480.7 318.9 Pharmaceutical Trade Baltics 35.7 37.4 Healthcare Trade 145.1 155.2 Dental Trade 0.0 0.0----------------------------------------------- Group Total 1713.1 1580.8 Operating Profit 1 Jan - 1 Jan - by Operating Segments, 31 Dec 31 Dec EUR million 2009 2008----------------------------------------------- Pharmaceutical Trade Finland 18.1 16.6 Pharmaceutical Trade Sweden -5.0 6.0 Pharmaceutical Trade Russia 44.5 8.2 Pharmaceutical Trade Baltics 0.9 1.1 Healthcare Trade 8.9 7.9 Dental Trade 3.9 2.1 Group Administration and Others -5.9 -5.6----------------------------------------------- Group total 65.4 36.4 Average number of personnel 4 373 3 807 Number of personnel at the end of the period 4 299 4 709 Net Sales by Operating Segments, EUR million Q4/2009 Q3/2009 Q2/2009 Q1/2009 Q4/2008 Q3/2008 Q2/2008 Q1/2008-------------------------------------------------------------------------------- Pharmaceutical Trade Finland 125.6 120.4 131.9 126.6 144.0 129.1 132.7 127.6 Pharmaceutical Trade Sweden 159.0 131.8 130.2 126.1 125.9 129.2 141.0 139.8 Pharmaceutical Trade Russia 148.2 118.6 106.6 107.2 127.3 97.9 93.8 0.0 Pharmaceutical Trade Baltics 10.3 8.0 8.8 8.6 9.2 8.4 9.8 10.0 Healthcare Trade 43.4 31.9 34.9 35.0 42.7 33.8 38.1 40.6 Dental Trade 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0-------------------------------------------------------------------------------- Group Total 486.5 410.8 412.3 403.5 449.1 398.4 415.4 318.0 Operating Profit by Operating Segments, EUR million Q4/2009 Q3/2009 Q2/2009 Q1/2009 Q4/2008 Q3/2008 Q2/2008 Q1/2008-------------------------------------------------------------------------------- Pharmaceutical Trade Finland 4.4 4.9 4.9 3.9 4.7 4.8 3.2 3.9 Pharmaceutical Trade Sweden -2.2 -0.4 -2.0 -0.4 1.3 1.4 1.6 1.7 Pharmaceutical Trade Russia 21.6 6.6 8.6 7.6 8.9 0.3 -1.0 0.0 Pharmaceutical Trade Baltics 0.3 0.2 0.2 0.1 0.3 0.2 0.3 0.3 Healthcare Trade 2.4 1.9 3.0 1.7 1.7 1.8 1.5 2.9 Dental Trade 1.2 0.8 0.7 1.1 0.8 0.3 0.4 0.6 Group Administration and Others -0.8 -1.5 -2.0 -1.6 -1.9 -1.0 -1.8 -0.8-------------------------------------------------------------------------------- Group total 26.9 12.6 13.5 12.4 15.8 7.9 4.2 8.5 1 Jan - 1 Jan - 31 Dec 31 Dec Net Sales by Market, EUR million 2009 2008--------------------------------------- Finland 575.9 618.2 Sweden 605.4 568.9 Russia 480.7 319.0 Baltics countries 44.3 48.2 Other countries 6.8 26.5--------------------------------------- Total 1713.1 1580.8 Net Sales by Market, EUR million Q4/2009 Q3/2009 Q2/2009 Q1/2009 Q4/2008 Q3/2008 Q2/2008 Q1/2008-------------------------------------------------------------------------------- Finland 147.5 139.2 146.2 143.0 174.5 144.6 150.5 148.7 Sweden 176.4 140.0 147.5 141.5 111.1 144.4 157.8 155.7 Russia 148.2 118.6 106.6 107.2 127.3 97.9 93.8 0.0 Baltics countries 12.4 9.8 11.1 11.0 12.1 10.9 12.5 12.7 Other countries 1.9 3.2 1.0 0.8 24.1 0.8 0.8 0.8-------------------------------------------------------------------------------- Total 486.5 410.8 412.3 403.5 449.1 398.4 415.4 318.0Consolidated Proforma net sales for the retail and wholesale businesses acquiredin Russia was EUR 96 million and consolidated Proforma EBIT -0.8 EUR million forthe period January to March 2008.CORPORATE ACQUISITIONSAcquisition of Vitim & Co and Moron LtdOriola-KD announced in March 2008 that it would acquire 75 percent of aMoscow-based pharmacy company (Vitim & Co) and of a pharmaceutical wholesaler(Moron Ltd.). The transaction was executed in April 2008. In addition, Oriola-KDhas agreed to buy out the remaining 25-percent holding in 2010 for aconsideration based on the companies' performance in 2009. The purchase of theremaining 25-percent holding is recognized as a liability, the magnitude ofwhich is based on the best estimate of management.The initial purchase price allocation as of 31 March 2008 has been finalisedduring Q1 2009 as permitted by International Financial Reporting Standards. Nomaterial changes have been made compared to the information disclosed in theConsolidated Financial statements for 2008, with the exception of the estimatedpurchase price for the remaining 25-percent holding. The initial purchase priceallocation calculated in rubles has been translated into euros by using theexchange rate from acquisition date. The balance sheets of the acquiredcompanies have been consolidated into the Oriola-KD Group as of 1 April 2008 andthe calculation below includes the acquisition of both companies. Details on the net assets and goodwill acquires are as follows: Carrying Fair value Fair amount allocations value EUR EUR EUR million million million Tangible assets 5.0 1.8 6.9 Other intangible assets 5.4 41.5 46.9 Deferred tax assets 0.7 0.0 0.7 Inventories, advances paid 69.2 0.0 69.2 Trade receivables 39.6 0.0 39.6 Other receivables 5.0 0.0 5.0 Cash and cash equivalents 3.0 0.0 3.0 Deferred tax liabilities 0.0 -10.4 -10.4 Interest-bearing non-current liabilities -8.8 0.0 -8.8 Trade payables and other current liabilities -108.5 0.0 -108.5 Interest-bearing current liabilities -8.9 0.0 -8.9----------------------------------------------------------------------------- Net identifiable assets 1.7 32.9 34.7 Acquisition price Purchase price -64.0 Additional purchase price and purchase of the remaining 25% -85.3 Costs related to acquisition -4.4----------------------------------------------------------------------------- Goodwill 119.1 Purchase price settled in cash -64.0 Paid additional purchase price -21.7 Costs related to acquisition -4.4 Cash and cash equivalents acquired 3.0----------------------------------------------------------------------------- Cash outflow on acquisition as per 31 December 2009 -87.1 Estimated purchase price payable -63.6----------------------------------------------------------------------------- Total cash outflow on acquisition -150.7The remaining goodwill arising from the acquisition is based on synergy benefitsand widened new market area possibilities and benefits.Espoo 10 February 2010Oriola-KD Corporation's Board of DirectorsOriola-KD CorporationEero HautaniemiPresident and CEOKimmo VirtanenExecutive Vice President and CFOFurther information:Eero HautaniemiPresident and CEOtel. +358 (0)10 429 2109e-mail: eero.hautaniemi(at)oriola-kd.comKimmo VirtanenExecutive Vice President and CFOtel. +358 (0)10 429 2069e-mail: kimmo.virtanen(at)oriola-kd.comPellervo H?l?enVice President, Communications and Investor Relationstel. +358 (0)10 429 2497e-mail: pellervo.hamalainen(at)oriola-kd.comDistributionNASDAQ OMX Helsinki LtdPrincipal mediaPublished by:Oriola-KD CorporationCorporate CommunicationsOrionintie 5FI-02200 Espoo, Finlandwww.oriola-kd.com[HUG#1383202] Oriola-KD Corporation Financial Statement 2009: http://hugin.info/136732/R/1383202/341994.pdf
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