2010-07-29 07:30:00 CEST
2010-07-29 07:32:40 CEST
REGULATED INFORMATION
Oriola-KD Oyj - Interim report (Q1 and Q3)
Oriola-KD Corporation's Interim Report for 1 January - 30 June 2010
Oriola-KD Corporation Stock Exchange Release 29 July 2010 at 8.30 a.m.
Oriola-KD Corporation's Interim Report for 1 January - 30 June 2010
This review presents financial information regarding the continuing operations
of Oriola-KD Group (hereinafter Oriola-KD) for the period January-June 2010.
Oriola-KD's Healthcare Trade business was sold on 31 May 2010 and its figures
are reported in the tables in the discontinued operations section. The interim
report 1 January-30 June 2010 was drawn up in accordance with the IAS 34
standard and Oriola-KD's 2009 annual report. In addition, new IAS/IFRS standards
have been adopted in 2010, the most important of which are IFRS 3 and IAS 27.
The figures are unaudited.
Oriola-KD sold its Healthcare Trade business to Mediq N.V. on 31 May 2010 for
approx. EUR 85 million. A profit of EUR 54.0 million was entered for the
corporate transaction and as a consequence the Group's goodwill decreased by EUR
7.7 million during the second quarter of 2010. The final value of the deal and
the profit entered will be specified according to the conditions associated with
the acquisition price by the end of 2010.
Key figures for continuing operations for 1 January - 30 June 2010
* The figures refer to continuing operations and do not include the Healthcare
Trade, unless otherwise stated
* Net sales increased 21 per cent to EUR 903.1 million (Jan-Jun 2009: EUR
746.5 million)
* Operating profit decreased 47 per cent to EUR 11.3 million (Jan-Jun 2009:
EUR 21.2 million)
* Net profit decreased 52 per cent to EUR 7.4 million (Jan-Jun 2009: EUR 15.3
million)
* Earnings per share were EUR 0.05 (Jan-Jun 2009: EUR 0.11)
* Net cash flow from operations including the cash flow from the Healthcare
Trade business was EUR 54.1 million (Jan-Jun 2009: EUR -5.8 million)
* Return on capital employed was 4.8 per cent (Jan-Jun 2009: 16.1 per cent
including the Healthcare Trade transaction)
* Oriola-KD's net sales from its continuing operations for 2010 is forecasted
to be higher than in 2009 and operating profit is forecasted to be lower
than in 2009
Key figures for continuing operations for 1 April - 30 June 2010
* The figures refer to continuing operations and do not include the Healthcare
Trade, unless otherwise stated
* Net sales increased 29 per cent to EUR 487.3 million (Q2/2009: EUR 377.8
million)
* Operating profit decreased 20 per cent to EUR 8.4 million (Q2/2009: EUR
10.5 million)
* Net profit decreased 29 per cent to EUR 5.4 million (Q2/2009: EUR 7.6
million)
* Earnings per share were EUR 0.04 (Q2/2009: EUR 0.05)
President and CEO Eero Hautaniemi: "The net sales of Oriola-KD's continuing
operations increased 21 per cent to EUR 903 million and operating profit
decreased 47 per cent to EUR 11 million in January-June 2010. Businesses
developed according to our expectations in the second quarter. We took over the
pharmacy chain acquired in Sweden and continued to expand and intensify
operations in Russia in a very difficult market situation. We sold our
Healthcare Trade business to Dutch company Mediq with EUR 85 million in May
2010."
Financial performance
The figures related to financial performance refer to continuing operations and
do not include the Healthcare Trade, unless otherwise stated.
Oriola-KD's net sales in January-June 2010 were EUR 903.1 million (EUR 746.5
million) and operating profit was EUR 11.3 million (EUR 21.2 million). Profit
after financial items came to EUR 9.0 million (EUR 19.4 million) and net profit
to EUR 7.4 million (EUR 15.3 million). Earnings per share in January-June 2010
were EUR 0.05 (EUR 0.11).
Second-quarter net sales came to EUR 487.3 million (EUR 377.8 million) and
operating profit to EUR 8.4 million (EUR 10.5 million). Profit after financial
items came to EUR 6.9 million (EUR 9.5 million) and net profit to EUR 5.4
million (EUR 7.6 million). Earnings per share in the second quarter were EUR
0.04 (EUR 0.05).
Oriola-KD's financing expenses in January-June 2010 were EUR 2.3 million (EUR
1.8 million). Taxes amounted to EUR 1.6 million (EUR 4.1 million). Taxes
corresponding to the result for continuing operations for the January-June 2010
period are entered under this figure.
Return on capital employed for continuing operations was 4.8 per cent (16.1 per
cent including the Healthcare Trade) and return on equity 5.1 per cent (19.1 per
cent including the Healthcare Trade) in January-June 2010.
Net sales generated by the discontinued Healthcare Trade business came to EUR
65.3 million and operating profit to EUR 2.9 million in January-May 2010. The
business had approximately 440 employees in Finland, Sweden, Denmark, Estonia,
Latvia and Lithuania.
Balance sheet, financing and cash flow
The figures related to the balance sheet, financing and cash flow include the
figures for the Healthcare Trade until 31 May 2010 and the operating profit from
the transaction. The Swedish pharmaceutical retail business is included in
Oriola-KD's figures as of 19 February 2010. The Healthcare Trade business was
sold on 31 May 2010.
Oriola-KD's balance sheet total on 30 June 2010 stood at EUR 1173.2 million (EUR
819.2 million). Cash and cash equivalents on 30 June 2010 stood at EUR 148.1
million (EUR 42.2 million). Equity was EUR 325.9 million (EUR 205.5 million) and
the equity ratio was 28.5 per cent (25.8 per cent). The sale of the Healthcare
Trade increased Oriola-KD's equity and equity ratio and decreased
interest-bearing net debt and goodwill.
Interest-bearing net debt at the end of June 2010 was EUR 75.1 million (EUR
101.1 million) and the gearing ratio was 23.0 per cent (49.2 per cent).
Oriola-KD hedged the long-term interest-bearing debt associated with the Swedish
pharmaceutical retail trade against interest rate risk during the second quarter
of 2010. Interest-bearing net debt consists of long-term debt financing, use of
the issued commercial paper programme, advance payments from pharmacies and the
estimated discounted value of the minority share of the Swedish pharmacy company
that Oriola-KD is obliged to acquire.
The terms of the financial covenants were met with a wide margin at the end of
June 2010. Oriola-KD's long-term credit limit facilities of approximately EUR
101.5 million and EUR 41.0 million in short-term credit account facilities stood
unused at the end of the review period. Oriola-KD had drawn EUR 78.9 million
from the EUR 150.0 commercial paper programme.
Net cash flow from operations in January-June 2010 was EUR 54.1 million (EUR
-5.8 million), of which changes in working capital accounted for EUR 33.6
million (EUR -24.6 million). The trade receivables sales programme of the
Swedish pharmaceutical wholesale was continued during the second quarter of
2010.
Net cash flow from investments was EUR -153.3 million (EUR -26.7 million). Net
cash flow from investments includes the acquisition of pharmacy chain in Sweden,
the acquisition of the 25 per cent minority share in Russia, operative
investments and the sale of the Healthcare Trade. During the January-June 2010
period, cash flow after investments was EUR -99.2 million (EUR -32.5 million).
On 24 February 2010, Oriola-KD acquired the remaining 25 per cent holding in
Foreti Oy, which owns the pharmaceutical retail company (OOO Vitim) and
pharmaceutical wholesale company (OOO Moron) operating in Russia. As a result of
the acquisition, Oriola-KD's Russian subsidiaries are now fully-owned. The price
of the 25 per cent holding was EUR 65.0 million. The total price of the
corporate acquisition in Russia was EUR 153.7 million, paid in cash.
Oriola-KD paid EUR 18.1 million in dividends for 2009, i.e. EUR 0.12 per share
(EUR 0.08 per share in 2008) during the second quarter.
Investments
Gross investments in January-June came to EUR 185.7 million (EUR 24.0 million)
including the acquisition of the pharmacy chain in Sweden and operative
investments. In addition the Healthcare Trade business was sold with EUR 85
million in the review period.
On 19 February 2010, Kronans Droghandel Retail AB acquired 100 per cent of the
stock of a pharmacy company with 170 pharmacies nationwide. Paid in cash, the
price was EUR 161.5 million (SEK 1.59 billion). Oriola-KD has an 80 per cent
holding in Kronans Droghandel Retail AB and the remaining 20 per cent is held by
KF (Kooperativa Förbundet). Oriola-KD has an obligation and right to acquire a
minority share in Kooperativa Förbundet after long-term cooperation. The
obligation to acquire was entered under long-term interest-bearing debt in the
Oriola-KD balance sheet in conjunction with the acquisition of the pharmacies.
Kronans Droghandel Retail AB is 100 per cent consolidated into Oriola-KD's
income statement and balance sheet.
Personnel
The figures related to personnel refer to the continuing operations, not
including the Healthcare Trade.
On 30 June 2010, Oriola-KD had a payroll of 4,721 (3,925) employees, 11 per cent
(11 per cent) of whom worked in Finland, 29 per cent (7 per cent) in Sweden, 58
per cent (79 per cent) in Russia and 2 per cent (3 per cent) in the Baltic
countries. The numbers increased because of the acquisition of the Swedish
pharmacy chain in February 2010, which added some 930 persons.
Changes to the Oriola-KD Group Management Team: Ilari Vaalavirta who was a
member of the Group Management Team and Vice President of the Healthcare Trade
transferred to Mediq with the sale of the Healthcare Trade during the second
quarter of 2010.
Business segments
In accordance with its organisational structure and internal reporting,
Oriola-KD's business segments after the sale of Healthcare Trade are, as of 1
June 2010, Pharmaceutical Trade Finland, Pharmaceutical Trade Sweden,
Pharmaceutical Trade Russia, Pharmaceutical Trade Baltic Countries and Dental
Trade.
Pharmaceutical Trade Finland
Pharmaceutical Trade Finland's net sales in January-June 2010 were EUR 210.4
million (EUR 258.8 million) and its operating profit was EUR 9.5 million (EUR
8.8 million). During the review period, changes from the stock owned by
Oriola-KD to consignment stock, agreed with pharmaceutical companies, reduced
net sales.
Net sales in the second quarter of 2010 were EUR 105.9 million (EUR 132.0
million) and operating profit EUR 5.0 million (EUR 4.9 million).
The pharmaceutical market declined by 1.4 percent (grew 0.2%) in Finland in
January-June 2010. Oriola-KD's market share in the Finnish pharmaceutical
wholesale market was 46.4 per cent (46.8 per cent) in January-June 2010 (source:
IMS Health). No major changes in principals that would have had a bearing on
market share took place in the review period.
Pharmaceutical Trade Finland had 492 (405) employees at the end of June 2010.
Oriola-KD's logistics centres are located in Espoo and Oulu. The increase of
personnel is mainly due to recruitments to replace leased work force, labour
intensive new products and the provision of certain transitional services in
relation to the divestment of the Healthcare Trade.
Pharmaceutical Trade Sweden
Pharmaceutical Trade Sweden's net sales in January-June 2010 were EUR 422.4
million (EUR 256.9 million), of which retail accounted for EUR 166.3 million
(EUR 0.0 million) as of 19 February 2010 and wholesale EUR 276.5 million (EUR
256.9 million). The retail business acquired has been consolidated with the
Oriola-KD figures as of 19 February 2010.
Pharmaceutical Trade Sweden's operating profit in January-June 2010 was EUR 4.2
million (EUR -2.3 million). The costs associated with the preparations
concerning the pharmacy business in Sweden in 1 January 2010 - 19 February 2010
were EUR 2.2 million (EUR 6.0 million in January-June 2009). In addition, EUR
0.7 million has been entered as depreciation on the fair value allocation of the
acquisition.
Second-quarter net sales came to EUR 241.4 million (EUR 130.5 million), of which
retail accounted for EUR 115.5 million (EUR 0.0 million) and wholesale EUR
140.3 million (EUR 130.5 million). Operating profit was EUR 5.6 million (EUR
-2.0 million).
On 19 February 2010, Kronans Droghandel Retail AB acquired 100 per cent of the
stock of a pharmacy company with 170 pharmacies nationwide. Paid in cash, the
final price was EUR 161.5 million (SEK 1.59 billion). In 2009, the pro forma net
sales of the acquired pharmacy cluster was SEK 4.6 billion (SEK 4.4 billion in
2008) and pro forma operating profit including average central overhead costs of
Apoteket AB was SEK 205 million (SEK 183 million in 2008). Oriola-KD had 173
pharmacies in Sweden at the end of June 2010. Oriola-KD's logistics centres are
located in Gothenburg and Enköping.
The pharmaceutical market grew 0.6 per cent (2.8 per cent) in Sweden in
January-June 2010. Oriola-KD's market share in the Swedish wholesale market was
40.4 per cent (41.4 per cent) in January-June 2010 (source: IMS Health).
Pharmaceutical Trade Sweden had 1360 (268) employees at the end of June 2010, of
whom 1045 (0) were employed in retail and 315 (268) in wholesale.
Pharmaceutical Trade Russia
Pharmaceutical Trade Russia's net sales in January-June 2010 were EUR 255.0
million (EUR 213.9 million), of which retail accounted for EUR 47.5 million (EUR
49.7 million) and wholesale EUR 231.9 million (EUR 192.3 million).
The January-June 2010 operating loss was EUR 2.5 million (operating profit of
EUR 16.3 million), which includes discounts from pharmaceutical companies
associated with purchases. The Russian pharmaceutical market growth in Russian
rubles was some 0 per cent in January-June 2010 (some 30 per cent), which
together with the price control system has led to very intense competition.
Oriola-KD's net sales increased by about 8 per cent (35 per cent) in Russian
rubles in January-June 2010.
Second-quarter net sales came to EUR 132.8 million (EUR 106.6 million), of which
retail accounted for EUR 23.9 million (EUR 24.0 million) and wholesale EUR
121.3 million (EUR 95.9 million). Operating loss was EUR 2.0 million (operating
profit of EUR 8.6 million).
At the end of June 2010, Oriola-KD had 181 (163) pharmacies in the Moscow region
and nine regional distribution centres in Russia in addition to its main
logistics centre. Also, Oriola-KD started pharmaceutical wholesale in
Yekaterinburg and Novosibirsk during the first half-year. The regional expansion
of the Russian wholesale business and the growth of the retail business in
Moscow will be continued during 2010.
Pharmaceutical Trade Russia had 2,766 (3,119) employees at the end of June
2010, of whom 1,277 (1,609) were employed in retail and 1,489 (1,510) in
wholesale. Measures were taken to improve the efficiency of operations, and as a
consequence the number of employees has decreased in spite of the increase in
the number of pharmacies and the regional expansion of the wholesale business.
Pharmaceutical Trade Baltic Countries
Pharmaceutical Trade Baltic Countries' net sales in January-June 2010 were EUR
15.6 million (EUR 17.3 million) and operating profit was EUR 0.4 million (EUR
0.4 million).
Second-quarter net sales were EUR 7.3 million (EUR 8.8 million) and operating
profit EUR 0.2 million (EUR 0.2 million).
Oriola-KD discontinued pharmaceutical wholesale in Estonia in the first quarter
of 2010. The discontinuation of business operations did not have any material
cost effect.
Pharmaceutical Trade Baltic Countries had 103 (133) employees at the end of June
2010.
Dental Trade
In January-June 2010, the operating profit of Dental Trade was EUR 3.1 million
(EUR 1.8 million). Second-quarter operating profit was EUR 1.4 million (EUR 0.7
million).
The dental trade businesses of Oriola-KD Corporation and Lifco AB were combined
in 2007. Oriola-KD's holding in the Dental Trade business is 30 per cent and
Lifco's holding is 70 per cent. Oriola-KD's operating profit includes the profit
after taxes from the associated company.
Related parties
Related parties in the Oriola-KD Group are deemed to comprise the parent company
Oriola-KD Corporation, the subsidiaries and associated companies, the members of
the Board and the President and CEO of Oriola-KD Corporation, other members of
the Group Management Team of the Oriola-KD Group, the immediate family of the
aforementioned persons, the companies controlled by the aforementioned persons,
and the Oriola Pension Foundation. The Group has no significant business
transactions with related parties, except for pension expenses arising from
defined benefit plans with the Oriola Pension Foundation. Oriola-KD Corporation
has given internal loans mainly to the holding companies of Swedish and Russian
businesses. Oriola-KD Corporation has given no significant sureties on behalf of
Group companies, with the exception of a mother company guarantee for a loan
given to Kronans Droghandel Retail AB.
Oriola-KD Corporation shares
Trading volume of Oriola-KD Corporation's class A and B shares in January-June
2010:
Trading volume Jan-Jun 2010 Jan-Jun 2009
Class A Class B Class A Class B
Trading volume, million 3.6 53.8 2.9 42.2
Trading volume, EUR million 16.9 228.4 6.3 95.9
Highest, EUR 5.47 5.49 2.85 2.85
Lowest, EUR 3.30 3.30 1.68 1.68
Closing quotation, end of period, EUR 3.95 3.83 2.77 2.76
In the review period, the traded volume of Oriola-KD Corporation shares,
excluding treasury shares, corresponded to 38.0 per cent (31.6 per cent) of the
total number of shares. The traded volume of class A shares amounted to 7.5 per
cent (6.0 per cent) of the average stock, and that of class B shares, excluding
treasury shares, 52.1 per cent (44.8 per cent).
Oriola-KD Corporation's market capitalisation on 30 June 2010 was EUR 585.0
million (EUR 417.0 million).
On 8 March 2010, pursuant to the authorisation granted to it by the Annual
General Meeting of 13 March 2007, the Board of Directors of Oriola-KD
Corporation resolved that a directed bonus issue be made, in which a total of
209,300 class B shares held by the company were assigned to the company's
President and CEO and to certain other members of Oriola-KD Corporation's Group
Management Team and of its extended Group Management Team, as part of the
2007-2009 share-based incentive scheme for the Group's management. These shares
represent approximately 0.14 per cent of the total number of company shares and
approximately 0.02 per cent of the total number of votes.
On 28 June 2010, pursuant to the authorisation granted to it by the Annual
General Meeting of 13 March 2007, the Board of Directors of Oriola-KD
Corporation resolved that a directed bonus issue be made, in which a total of
37,350 class B shares held by the company were assigned to certain key members
of the Oriola-KD Group as part of the 2007-2009 share-based incentive scheme for
the Group's management. These shares represent approximately 0.02 per cent of
the total number of company shares and approximately 0.0035 per cent of the
total number of votes.
The company has 96,822 treasury shares, all of which are class B shares. These
account for 0.06 per cent of the company's shares and 0.009 per cent of the
votes.
At the end of June 2010, the company had 151,257,828 shares (151,257,828), of
which 47,217,359 were class A shares (48,392,203) and 104,040,469 were class B
shares (102,865,625). Pursuant to article 3 of the Articles of Association, a
shareholder can request that class A shares be converted to class B shares.
During January-June 2010, a total of 450,000 (300,000) Class A shares were
converted into Class B shares
The Board of Directors of Oriola-KD has defined the earning criteria for the
share incentive scheme for the Group's key personnel for the years 2010-2012 so
that any payment for the 2010 earning period will be based on Oriola-KD's
earnings per share (EPS) and return on capital employed (ROCE).
Risks
The Board of Directors of Oriola-KD has approved the company's risk management
policy in which the risk management operating model, principles,
responsibilities and reporting are specified. The Group's risk management seeks
to identify, measure and manage risks that may threaten the operations of the
company and the achievement of goals set for them. The roles and
responsibilities relating to risk management have been determined in the Group.
Oriola-KD's risks are classified as strategic, operational and financial. Risk
management is a key element of the strategic process, operational planning and
daily decision-making at Oriola-KD.
Oriola-KD has identified the following principal strategic and operational risks
in its business:
* changes in bargaining position vis-à-vis suppliers and customers;
* impacts of the changes in Pharmaceutical Trade Sweden on business;
* impacts of the changes in Pharmaceutical Trade Russia on business;
* maintenance of cost-effectiveness and flexibility in costs;
* provision of competitive products and services in expanding and
consolidating markets; and
* commitment of key employees.
The major financial risks for Oriola-KD involve currency exchange rates,
interest rates, liquidity and credit.
Oriola-KD's exposure to risks relating to businesses and financial risks has
increased with the expansion into the Russian pharmaceutical retail and
wholesale market and the Swedish pharmaceutical retail market. Currency risks
are the most significant of Oriola-KD's financial risks in Russia and Sweden, as
any changes in the value of the Russian ruble or the Swedish krona will have an
impact on Oriola-KD's financial performance and equity.
Goodwill and intangible rights are subject to annual impairment testing, which
may have a negative effect on Oriola-KD's financial performance.
Near-term risks and uncertainty factors
The difficult state of the Russian economy, intense competition and the price
control system have a material impact on Oriola-KD near-term outlook in the
country. The development of the Swedish pharmacy market is subject to
uncertainties that may have a substantial effect on Oriola-KD's Swedish
business.
Decisions of the Annual General Meeting
The Annual General Meeting of Oriola-KD Corporation, held on 7 April 2010,
confirmed the 2009 financial statements and discharged the Board members and the
President and CEO from liability for the financial year ending 31 December
2009. The Annual General Meeting resolved that the sum of EUR 0.12 per share be
paid as dividend on the basis of the balance sheet adopted for the financial
year ending 31 December 2009.
The Board was authorised, in accordance with its proposal, to decide on the
payment of additional dividend from undistributed profits and/or distribution of
funds, in one or more batches, from the company's invested non-restricted equity
fund or both so that the amount of the additional dividend and/or return of
capital paid under the authorisation would not exceed EUR 0.05 per share. The
authorisation will be in force until the next annual general meeting.
The Annual General Meeting confirmed that the Board comprises eight members.
Harry Brade, Pauli Kulvik, Outi Raitasuo, Antti Remes, Olli Riikkala, Jaakko
Uotila and Mika Vidgrén were re-elected to the Board. Per Båtelson was elected
as a new member to the Board. Olli Riikkala continues as Chairman of the Board.
The Annual General Meeting confirmed that the Chairman of the Board will receive
EUR 48,400 in remuneration for his term of office, the Vice Chairman EUR 30,250
and the other members of the Board EUR 24,200 each. Of the annual fees, 60 per
cent will be paid in cash and 40 per cent in company shares so that after the
release of the company's interim report for the first quarter of 2010, Oriola-KD
Corporation Class B shares would be acquired on the market for Board members,
and the cash portion of the annual fee will also be paid. The Chairman of the
Board will receive an attendance fee of EUR 800 for each meeting, and the other
Board members EUR 400 per meeting. Meeting fees will also be paid in the same
manner to members of any committees set up by the Board of Directors or the
company. The Chairman of the Board will also have a company-paid phone. Travel
expenses will be paid in accordance with the travel policy of the company.
The Annual General Meeting re-elected PricewaterhouseCoopers Oy as auditor for
the company, with Heikki Lassila APA as principal auditor, for the 2010
financial year. The auditor will be remunerated according to invoice.
The Annual General Meeting resolved that article 12 of the Articles of
Association on time of the notice of general meeting be amended.
The Annual General Meeting authorised the Board to decide on the purchase of
Oriola-KD Corporation class B shares in accordance with the Board's proposal.
Pursuant to the authorisation, the Board is authorised to decide on the purchase
of no more than 15,000,000 of the company's own class B shares, corresponding to
approximately 9.92 per cent of the total number of company shares. The
authorisation can only be used in such a way that the company and its
subsidiaries together would hold no more than one tenth (1/10) of the total
number of company shares at any one time. The purchase authorisation would
remain in force no longer than eighteen (18) months following the decision of
the General Meeting. The authorisation revokes the Annual General Meeting's
decision of 16 April 2009 authorising the Board to decide on the purchase of
Oriola-KD Corporation class B shares.
The Annual General Meeting authorised the Board to decide on a share issue of
the company's shares against payment in one or more batches in accordance with
the Board's proposal. The authorisation includes the right to issue new class B
shares or to assign class B shares held by the company. The authorisation covers
no more than thirty million (30,000,000) of the company's class B shares in
total, which corresponds to approximately 19.83 per cent of the total number of
company shares. The authorisation granted to the Board includes the right to
deviate from the pre-emptive subscription right of shareholders, provided that
there are financial grounds considered important from the company's perspective
for such a deviation. The authorisation will remain in force for eighteen (18)
months following the decision of the General Meeting. The authorisation revokes
the share issue authorisations previously received by the Board, with the
exception of the authorisation granted to the Board by the Annual General
Meeting of 13 March 2007, under which the Board may decide on arranging a
directed bonus issue of no more than 650,000 class B shares for the purpose of
implementing the 2007-2009 share-based incentive scheme for management.
The Annual General Meeting also authorised the Board to decide on granting the
company's shares to the company in one or more batches under a bonus issue in
accordance with the Board's proposal. The maximum amount of the company's new B
class shares issued under this authorisation is 1,200,000, which was 0.79 per
cent of the company's total shares and 0.11 per cent of total votes. The purpose
of the authorisation is to allow treasury shares to be used as laid out below in
the new share-based incentive scheme or Oriola-KD key persons. The Board was
also authorised to issue class B shares, waiving the pre-emptive subscription
rights of the shareholders according to the Board's proposal. The class B shares
issued may be either new or treasury shares. The total share amount of the
authorisation is 1.200.000 class B shares. The share issue may be a bonus issue.
These shares represent approximately 0.79 per cent of the total number of
company shares and approximately 0.11 per cent of the total number of votes. The
Board may use this authorisation in the new 2010-2012 share-based incentive
scheme or Oriola-KD key persons. The authorisations remain in force for no more
than four (4) years following the decision of the General Meeting.
Decisions of the organisational meeting of the Board
At the organisational meeting held immediately after the AGM, the Board resolved
to elect Antti Remes to continue serving as Vice Chairman of the Board. The
composition of the Audit and Compensation Committees was confirmed as follows.
Audit Committee:
Antti Remes, Chairman
Harry Brade
Outi Raitasuo
Mika Vidgrén
Compensation Committee:
Olli Riikkala, Chairman
Pauli Kulvik
Jaakko Uotila
The company also has a Nomination Committee, the members of which will be
elected later.
The Board of Directors has evaluated the independence of its members and found
that all the members are independent of both the company and its major
shareholders.
Outlook
Oriola-KD's outlook for 2010 is based on external market forecasts, agreements
with suppliers and customers, order intake and management assessments. Long-term
fundamentals and growth prospects are expected to be favourable in the
pharmaceutical market.
Oriola-KD expects that the pharmaceutical market in Finland and Sweden will grow
by about 3-5 per cent annually over the next few years in the local currencies,
which is in line with the longer-term average growth rate of these markets. The
Russian pharmaceutical market is expected to see annual growth of approximately
10-15 per cent in Russian rubles in the next few years. The growth of the
Russian pharmaceutical market in 2010 is expected to be significantly slower
than in the long term, mainly because of the difficult state of the Russian
economy, very intense competition and the price control system. Competition in
the Swedish retail market is expected to be stiff in 2010 as a result of the
deregulation.
Oriola-KD's net sales from its continuing operations for 2010 is forecasted to
be higher than in 2009 and operating profit is forecasted to be lower than in
2009. Pharmaceutical Trade Russia's operating profit is forecasted to be clearly
lower than in 2009.
Tables
Consolidated 1 Jan - 30 1 Jan - 30 1 Apr - 30 1 Apr - 30 1 Jan - 31
Statement of June June June June Dec
Comprehensive
Income (IFRS),
EUR million 2010 2009 2010 2009 2009
--------------------------------------------------------------------------------
Continuing
operations
Net sales 903.1 746.5 487.3 377.8 1569.2
Cost of goods sold -779.9 -649.2 -416.7 -330.0 -1363.8
--------------------------------------------------------------------------------
Gross profit 123.2 97.4 70.6 47.7 205.4
Other operating
income 1.9 1.0 0.8 0.5 2.1
Selling and
distribution
expenses -91.2 -63.2 -45.5 -32.3 -129.2
Administrative
expenses -25.7 -15.7 -19.0 -6.2 -25.8
Profit from
associated
companies 3.1 1.8 1.4 0.8 3.9
--------------------------------------------------------------------------------
Operating profit 11.3 21.2 8.4 10.5 56.4
Financial income 3.4 4.6 2.3 2.6 7.9
Financial expenses -5.7 -6.4 -3.8 -3.5 -9.9
--------------------------------------------------------------------------------
Profit before taxes 9.0 19.4 6.9 9.5 54.5
Income taxes*) -1.6 -4.1 -1.5 -1.9 -11.4
--------------------------------------------------------------------------------
Profit from the
continuing
operations
for the period
under review 7.4 15.3 5.4 7.6 43.0
Discontinued
operations
Profit from the
discontinued
operations
for the period
under review 56.2 3.4 55.3 2.2 5.6
--------------------------------------------------------------------------------
Profit for the
period under review
including
discontinued
operations 63.6 18.7 60.7 9.8 48.6
Other comprehensive
income
Hedge of a net
investment in a
foreign operation 8.2 -2.7 2.5 1.2 -2.0
Cash flow hedge -0.4 - -0.4 - -
Income tax relating
to other
comprehensive
income -1.6 0.5 -0.5 -0.2 0.4
Translation
difference 30.8 -4.9 17.1 3.2 1.3
--------------------------------------------------------------------------------
Total comprehensive
income for the
period under review
including
discontinued
operations 100.6 11.7 79.4 13.9 48.4
Attribution of
profit from the
continuing
operations
for the period
under review
--------------------------------------------------------------------------------
To parent company
shareholders 7.4 15.3 5.4 7.6 43.9
--------------------------------------------------------------------------------
To minority
interest - - - - -0.9
--------------------------------------------------------------------------------
Attribution of
profit for the
period under review
including
discontinued
operations
--------------------------------------------------------------------------------
To parent company
shareholders 63.6 18.7 60.7 9.8 49.5
--------------------------------------------------------------------------------
To minority
interest - - - - -0.9
--------------------------------------------------------------------------------
Attribution of
total comprehensive
income for the
period under review
(including
discontinued
operations)
--------------------------------------------------------------------------------
To parent company
shareholders 100.6 11.7 79.4 13.9 49.3
--------------------------------------------------------------------------------
To minority
interest - - - - -0.9
--------------------------------------------------------------------------------
Earnings per share
from the continuing
operations
Basic earnings per
share, EUR 0.05 0.11 0.04 0.05 0.30
Diluted earnings
per share, EUR 0.05 0.11 0.04 0.05 0.30
Earnings per share
for the period
under review
(including
discontinued
operations)
Basic earnings per
share, EUR 0.42 0.13 0.40 0.07 0.34
Diluted earnings
per share, EUR 0.42 0.13 0.40 0.07 0.34
*) The tax expense for the period has been calculated as the proportional share
of the total estimated taxes for the financial year.
Consolidated Balance Sheet (IFRS),
EUR million
31 Dec
ASSETS 30 June 2010 30 June 2009 2009
-----------------------------------------------------------------------------
Non-current assets
Property, plant and equipment 61.0 53.1 53.3
Goodwill 258.4 118.9 141.7
Other intangible assets 72.6 38.7 39.5
Investments in associated companies 30.4 28.4 30.7
Other non-current assets 8.3 8.7 7.5
Deferred tax assets 5.7 2.3 2.5
-----------------------------------------------------------------------------
Non-current assets total 436.5 250.1 275.2
Current assets
Inventories 311.8 261.1 287.1
Trade and other receivables 276.8 265.8 227.1
Cash and cash equivalents 148.1 42.2 133.7
-----------------------------------------------------------------------------
Current assets total 736.7 569.1 647.8
ASSETS TOTAL 1173.2 819.2 923.1
-----------------------------------------------------------------------------
31 Dec
EQUITY AND LIABILITIES 30 June 2010 30 June 2009 2009
-----------------------------------------------------------------------------
Equity
Share capital 36.2 36.2 36.2
Other funds 50.4 50.8 50.9
Retained earnings 239.3 118.6 156.4
Equity of the parent
company shareholders 325.9 205.5 243.4
Minority interest - - 10.8
-----------------------------------------------------------------------------
Equity total 325.9 205.5 254.2
Non-current liabilities
Deferred tax liabilities 23.1 14.1 13.6
Pension liabilities 5.0 4.3 4.9
Provisions - 0.0 0.0
Interest-bearing non-current liabilities 116.6 0.1 0.2
-----------------------------------------------------------------------------
Non-current liabilities total 144.8 18.5 18.8
Current liabilities
Trade payables and other current liabilities 596.0 451.9 500.5
Interest-bearing current liabilities 106.6 143.2 149.5
-----------------------------------------------------------------------------
Current liabilities total 702.5 595.1 650.1
EQUITY AND LIABILITIES TOTAL 1173.2 819.2 923.1
-----------------------------------------------------------------------------
Consolidated
Statement
of Changes in
Equity (IFRS)
Equity of
the
parent
company
Share Other Translation Retained share- Minority
EUR million capital funds differences earnings holders interest Total
--------------------------------------------------------------------------------
Equity
1 Jan 2009 36.2 30.1 -30.1 148.2 184.4 1.0 185.5
--------------------------------------------------------------------------------
Dividends paid - - - -11.3 -11.3 - -11.3
Share issue - 20.6 - - 20.6 - 20.6
Change in
minority interest - - - - 0.0 -1.0 -1.0
Share-based
payments - - - 0.1 0.1 - 0.1
Total
comprehensive
income
for the period
under review - - -7.0 18.7 11.7 - 11.7
--------------------------------------------------------------------------------
Equity
30 June 2009 36.2 50.8 -37.1 155.7 205.5 0.0 205.5
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equity
1 Jan 2010 36.2 50.9 -30.4 186.8 243.4 10.8 254.2
--------------------------------------------------------------------------------
Dividends - - - -18.1 -18.1 - -18.1
Share issue - - - - 0.0 - 0.0
Change in
minority interest - - - - 0.0 -10.8 -10.8
Share-based
payments - - - 0.1 0.1 - 0.1
Assignment of
shares - -0.1 - - -0.1 - -0.1
Total
comprehensive
income
for the period
under review - -0.4 37.4 63.6 100.6 - 100.6
--------------------------------------------------------------------------------
Equity
30 June 2010 36.2 50.4 7.0 232.4 325.9 0.0 325.9
--------------------------------------------------------------------------------
Consolidated Cash Flow Statement 1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
*) (IFRS), EUR million 2010 2009 2009
--------------------------------------------------------------------------------
Operating profit 14.2 25.9 65.4
Depreciation 5.5 4.8 9.4
Change in working capital 33.6 -24.6 37.9
Cash flow from financial
items and taxes -7.5 -8.1 -13.3
Other adjustments 8.4 -3.8 1.5
Net cash flow from operating
activities 54.1 -5.8 100.9
Net cash flow from investing
activities -153.3 -26.7 -28.0
Net cash flow from financing
activities 108.0 28.8 14.5
Net change in cash and cash
equivalents 8.9 -3.7 87.4
Cash and cash equivalents
at the beginning of the period 133.7 46.5 46.5
Foreign exchange rate differences 5.5 -0.5 -0.2
Net change in cash and cash
equivalents 8.9 -3.7 87.4
Cash and cash equivalents
at the end of the period 148.1 42.2 133.7
--------------------------------------------------------------------------------
*) Includes net cash flow of
Healthcare Trade until 31 May
2010.
Change in Property, Plant and
Equipment, 1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
EUR million 2010 2009 2009
--------------------------------------------------------------------------------
Carrying amount at the beginning
of the period 53.3 54.5 54.5
Increases through acquisitions of
subsidiary shares 8.9 - -
Increases 4.5 2.8 6.0
Decreases -4.0 -0.7 -1.8
Depreciation -3.7 -3.2 -6.5
Foreign exchange rate differences 2.1 -0.3 1.1
--------------------------------------------------------------------------------
Carrying amount at the end of the
period 61.0 53.1 53.3
--------------------------------------------------------------------------------
1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
Key Figures 2010 2009 2009
--------------------------------------------------------------------------------
Equity ratio, % 28.5% 25.8% 29.2%
Equity per share, EUR 2.16 1.36 1.61
Return on capital employed
(ROCE), % 4.8% 16.1% 18.7%
Return on equity, % 5.1% 19.1% 22.1%
Net interest-bearing debt, EUR
million 75.1 101.1 16.0
Gearing, % 23.0% 49.2% 6.3%
Earnings per share, EUR 0.42 0.13 0.34
Average number of shares, 1000
pcs 151 167 143 044 147 034
Derivatives, Commitments
and Contingent Liabilities
30 June 2010
Positive fair Negative fair Nominal values of
EUR million value value contracts
Derivatives recognised as
cash flow hedges
Foreign currency forward and swap
contracts - - -
Interest rate swaps - -0.4 105.0
Derivatives measured at
fair value through profit or loss
Foreign currency forward and swap
contracts 0.6 - 59.3
30 June 2009
Positive fair Negative fair Nominal values of
EUR million value value contracts
Derivatives recognised
as cash flow hedges
Foreign currency forward and swap
contracts 2.1 - 40.8
Derivatives measured at
fair value through profit or loss
Foreign currency forward and swap
contracts 0.3 - 20.0
Contingencies for Own Liabilities,
EUR million 30 June 2010 30 June 2009 31 Dec 2009
--------------------------------------------------------------------------------
Guarantees given 119.4 35.6 36.8
Mortgages on land and buildings 2.0 2.0 2.0
Mortgages on company assets 2.2 1.9 2.0
Other guarantees and liabilities 0.1 1.4 1.9
--------------------------------------------------------------------------------
Total 123.7 41.0 42.7
--------------------------------------------------------------------------------
Leasing-liabilities (operating
liabilities) 1.2 0.4 0.3
Rent contingencies 59.6 34.7 33.8
Net Sales by Operating Segments, 1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
EUR million 2010 2009 2009
-------------------------------------------------------------------------------
Pharmaceutical Trade Finland 210.4 258.8 505.1
Pharmaceutical Trade Sweden 422.4 256.9 548.3
Pharmaceutical Trade Russia 255.0 213.9 480.7
Pharmaceutical Trade Baltics 15.6 17.3 35.7
Net sales to other segments -0.2 -0.3 -0.5
-------------------------------------------------------------------------------
Continuing operations total 903.1 746.5 1569.2
Discontinued operations 65.3 69.9 145.1
Net sales to other segments -1.6 -0.6 -1.2
-------------------------------------------------------------------------------
Group Total 966.8 815.8 1713.1
Operating Profit by Operating
Segments, 1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
EUR million 2010 2009 2009
--------------------------------------------------------------------------------
Pharmaceutical Trade Finland 9.5 8.8 18.1
Pharmaceutical Trade Sweden 4.2 -2.3 -5.0
Pharmaceutical Trade Russia -2.5 16.3 44.5
Pharmaceutical Trade Baltics 0.4 0.4 0.9
Dental Trade 3.1 1.8 3.9
Group Administration and Others -3.5 -3.7 -5.9
--------------------------------------------------------------------------------
Continuing operations total 11.3 21.2 56.4
Discontinued operations 56.9 4.7 8.9
--------------------------------------------------------------------------------
Group Total 68.2 25.9 65.4
Continuing operations
Average number of personnel 4 590 4 002 3 923
Number of personnel at the end of
the period 4 721 3 925 3 870
Group total
Average number of personnel 4 930 4 460 4 373
Number of personnel at the end of
the period 4 721 4 399 4 299
Net Sales by Operating Segments,
EUR million Q2/2010 Q1/2010 Q4/2009 Q3/2009 Q2/2009 Q1/2009
--------------------------------------------------------------------------------
Pharmaceutical Trade Finland 105.9 104.5 125.8 120.6 132.0 126.8
Pharmaceutical Trade Sweden 241.4 181.0 159.3 132.1 130.5 126.4
Pharmaceutical Trade Russia 132.8 122.1 148.2 118.6 106.6 107.2
Pharmaceutical Trade Baltics 7.3 8.3 10.3 8.0 8.8 8.6
Net sales to other segments -0.1 -0.1 -0.1 -0.1 -0.1 -0.2
--------------------------------------------------------------------------------
Continuing operations total 487.3 415.7 443.5 379.2 377.8 368.8
Discontinued operations 30.9 34.4 43.4 31.9 34.9 35.0
Net sales to other segments -0.5 -1.1 -0.3 -0.3 -0.3 -0.3
--------------------------------------------------------------------------------
Group Total 517.7 449.0 486.5 410.8 412.3 403.5
Operating Profit by Operating
Segments,
EUR million Q2/2010 Q1/2010 Q4/2009 Q3/2009 Q2/2009 Q1/2009
--------------------------------------------------------------------------------
Pharmaceutical Trade Finland 5.0 4.5 4.4 4.9 4.9 3.9
Pharmaceutical Trade Sweden 5.6 -1.4 -2.2 -0.4 -2.0 -0.4
Pharmaceutical Trade Russia -2.0 -0.4 21.6 6.6 8.6 7.6
Pharmaceutical Trade Baltics 0.2 0.3 0.3 0.2 0.2 0.1
Dental Trade 1.4 1.6 1.2 0.8 0.7 1.1
Group Administration and Others -1.9 -1.6 -0.8 -1.5 -2.0 -1.6
--------------------------------------------------------------------------------
Continuing operations total 8.4 3.0 24.5 10.7 10.5 10.7
Discontinued operations 55.6 1.3 2.4 1.9 3.0 1.7
--------------------------------------------------------------------------------
Group Total 64.0 4.2 26.9 12.6 13.5 12.4
1 Jan - 30 June 1 Jan - 30 June 1 Jan - 31 Dec
Net Sales by Market, EUR million 2010 2009 2009
-------------------------------------------------------------------------------
Finland 211.5 258.5 509.9
Sweden 419.0 256.9 539.8
Russia 255.0 213.9 480.7
Baltic countries 15.6 17.3 35.7
Other countries 2.1 0.0 3.2
-------------------------------------------------------------------------------
Continuing opertions total 903.1 746.5 1569.2
Net Sales by Market, EUR million Q2/2010 Q1/2010 Q4/2009 Q3/2009 Q2/2009 Q1/2009
--------------------------------------------------------------------------------
Finland 106.5 105.0 126.3 125.1 131.9 126.6
Sweden 239.5 179.4 157.7 125.2 130.5 126.4
Russia 132.8 122.1 148.2 118.6 106.6 107.2
Baltic countries 7.3 8.3 10.3 8.0 8.8 8.6
Other countries 1.2 0.9 1.0 2.2 - -
--------------------------------------------------------------------------------
Continuing operations total 487.3 415.7 443.5 379.2 377.8 368.8
DISCONTINUED OPERATIONS
Comprehensive Income 1 Jan - 31 May 1 Jan - 31 Dec
(IFRS), EUR million 2010 2009
--------------------------------------------------------------------------------
Discontinued operations
Net sales 65.3 145.1
Cost of goods sold -46.6 -100.3
--------------------------------------------------------------------------------
Gross profit 18.6 44.8
Other operating income 54.2 2.2
Selling and
distribution expenses -15.0 -35.3
Administrative expenses -1.0 -2.8
--------------------------------------------------------------------------------
Operating profit 56.9 8.9
Financial income 0.1 0.0
Financial expenses -0.1 -1.4
--------------------------------------------------------------------------------
Profit before taxes 56.9 7.6
Income taxes*) -0.7 -2.0
--------------------------------------------------------------------------------
Profit from the discontinued operations for the
period under review 56.2 5.6
Attribution of profit from the discontinued
operations
for the period under review
--------------------------------------------------------------------------------
To parent company shareholders 56.2 5.6
--------------------------------------------------------------------------------
To minority interest - -
--------------------------------------------------------------------------------
Earnings per share
from the discontinued operations
Basic earnings per share, EUR 0.37 0.04
Diluted earnings per share, EUR 0.37 0.04
*) The tax expense for the period has been
calculated as the proportional share of
the total estimated taxes for the financial year.
Cash Flow Statement 1 Jan - 31 May 1 Jan - 31 Dec
(IFRS), EUR million 2010 2009
---------------------------------------------------------------------
Net cash flow from operating activities 6.7 -3.5
Net cash flow from investing activities -0.9 -1.9
Net cash flow from financing activities 0.2 5.4
---------------------------------------------------------------------
Net change in cash and cash equivalents 6.0 -0.1
BUSINESS COMBINATIONS DISCLOSURE
Acquisition of national pharmacy chain in Sweden (Pharmacy Company Sweden 2 AB)
Oriola-KD announced in November 2009 that it would acquire 100 per cent of the
shares of Pharmacy Company Sweden 2 AB, a national pharmacy cluster with 170
pharmacies. The transaction was executed in February 2010. The acquired pharmacy
business covers only retail activities. The transaction does not include any
contingent considerations. Entering the pharmaceutical retail business in Sweden
is an important part of Oriola-KD's strategy to expand the operations from
pharmaceutical wholesale to retail.
The acquisition cost is calculated on the basis of the company's provisional
balance sheet as per 19 February 2010 prepared in accordance with IFRS and the
Oriola-KD Group's accounting principles in respect of all material elements. The
provisional balance sheet and acquisition cost calculation are unaudited.
The acquisition is accounted for using provisional values as permitted under
IFRS 3R. Over the 12 months following the acquisition, Oriola-KD will make the
necessary adjustments to these provisional values. The fair value of the
identifiable fixed assets was 8.6 million euros and inventory 22.2 million
euros. These figures are provisional figures and the values might be adjusted
during 2010.
The fair value of trade receivables and other receivables is 50.9 million euros
and it does not include any material risk.
The initial purchase price allocation calculation calculated in Swedish crowns
has been translated into euros by using the exchange rate of acquisition date.
The financial result and the balance sheet of the acquired company has been
consolidated into the Oriola-KD Group from the acquisition date, i.e. 19
February 2010.
Business combinations disclosure under IFRS 3 (revised)
The 101.3 million euro goodwill arising from the acquisition is primarily
representing the strong market position, growth expectations, opportunities
after monopoly deregulation and experienced existing personnel as well as
expected synergies with Oriola-KD's sizeable wholesale operations in Sweden.
None of the goodwill is deductible for income tax purposes.
The following table summarises the consideration paid for the pharmacy cluster
and the amounts of the assets acquired and liabilities assumed recognised at the
acquisition date, as well as the fair value at the acquisition date of the
non-controlling interest.
Consideration
19.2.2010
Fair value Fair
Carrying amount, allocations, EUR value, EUR
EUR million million million
Cash 161.5 0.0 161.5
Equity instruments 0 0.0 0.0
Contingent consideration 0 0.0 0.0
Total consideration
transferred 161.5 161.5
Indemnification asset 0 0.0 0.0
Fair value of equity
interest held before
the business combination 0 0.0 0.0
Total consideration 161.5 161.5
Acquisition related costs
-included in administrative
expenses in the consolidated
income statement for 2009 1.2
-included in administrative
expenses in the
consolidated income
statement for 2010 0.5
Recognised amounts of
identifiable
assets acquired and
liabilities assumed
Cash and cash equivalents 2.4 0.0 2.4
Property, plant and
equipment 8.6 0.0 8.6
Trademarks (included in
intangibles) 0.0 0.0 0.0
Pharmacy licences and rental
agreements (included in
intangibles) 0.0 25.4 25.4
Contractual customer
relationship (included in
intangibles) 0.0 0.0 0.0
Investment in associates 0.0 0.0 0.0
Available-for-sale financial
assets 0.0 0.0 0.0
Inventories 22.2 0.2 22.4
Trade receivables 44.0 0.0 44.0
Other receivables 6.8 0.0 6.8
Trade and other payables -42.8 0.0 -42.8
Retirement benefit
obligations 0.0 0.0 0.0
Borrowings 0.0 0.0 0.0
Contingent liability 0.0 0.0 0.0
Deferred tax liabilities 0.0 -6.7 -6.7
Total identifiable net
assets 41.3 18.9 60.2
Non-controlling interest 0.0 0.0 0.0
Goodwill 101.3
The pro forma net sales of the acquired pharmacy cluster was SEK 4.6 billion and
pro forma operating profit including average central overhead costs of Apoteket
AB was SEK 205 million.
Espoo 28 July 2010
Oriola-KD Corporation's Board of Directors
Oriola-KD Corporation
Eero Hautaniemi
President and CEO
Kimmo Virtanen
Executive Vice President and CFO
Further information:
Eero Hautaniemi
President and CEO
tel. +358 (0)10 429 2109
e-mail: eero.hautaniemi@oriola-kd.com
Kimmo Virtanen
Executive Vice President and CFO
tel. +358 (0)10 429 2069
e-mail: kimmo.virtanen@oriola-kd.com
Pellervo Hämäläinen
Vice President, Communications and Investor Relations
tel. +358 (0)10 429 2497
e-mail: pellervo.hamalainen@oriola-kd.com
Distribution
NASDAQ OMX Helsinki Ltd
Principal media
Published by:
Oriola-KD Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
[HUG#1434559]
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