2010-02-02 07:30:00 CET
2010-02-02 07:32:24 CET
REGULATED INFORMATION
Pöyry - Annual Financial Report
Pöyry PLC's notice concerning annual accounts for 2009
PÖYRY PLC Financial Statement Release 2 February 2010 at 8:30 a.m.
DIFFICULT MARKET ENVIRONMENT REFLECTED IN THE RESULT; 2010 OUTLOOK MORE POSITIVE
KEY FIGURES
Pöyry Group Q4/2009 Q4/2008 2009 2008 Change, % 2009/2008
Order stock at end of period,
EUR million 485.7 539.1 485.7 539.1 -9.9
Net sales total, EUR million 161.5 213.6 673.5 821.7 -18.0
Operating profit excluding
restructuring costs, EUR
million 1.7 26.7 22.5 100.6 -77.6
Operating margin excluding
restructuring costs, % 1.1 12.5 3.3 12.2
Operating profit, EUR million 0.7 26.7 11.6 100.6 -88.5
Operating margin, % 0.4 12.5 1.7 12.2
Profit before taxes, EUR
million 1.2 26.9 12.4 103.2 -88.0
Earnings per share, basic, EUR 0.02 0.34 0.11 1.21 -90.9
Earnings per share, diluted,
EUR 0.02 0.34 0.11 1.19 -90.8
Gearing, % -10.5 -38.5
Return on investment %, 5.3 45.4
Dividend, EUR (*BoD proposal) 0.10* 0.65
Average number of personnel
during
period, calculated as full
time
equivalents (FTE) - - 7052 7702 -8.4
Figures in brackets, unless otherwise stated, refer to the same period the
previous year.
FOURTH QUARTER HIGHLIGHTS
- The market environment continued to be difficult but initial signs of
gradually increasing study activity in various customer sectors began to appear.
- Sales at EUR 161.5 million were clearly below the previous year (213.6) but
improved from EUR 150.2 million in the third quarter of 2009.
- Profitability remained at a very low level. Operating profit excluding
restructuring costs was EUR 1.7 million (26.7) corresponding to 1.1 percent
(12.5) of sales.
- Restructuring costs in the fourth quarter totalled EUR 1.0 million.
- Cash flow after capital expenditure was healthy at EUR 24.7 million.
FULL YEAR 2009 HIGHLIGHTS
- The year was marked by a very challenging market environment.
- The Group's order stock reduced, but remained on a reasonable level overall.
- The clients' low investment activity impacted sales that fell by 18.0 percent
to EUR 673.5 million (821.7).
- Profitability was burdened by the lack of large projects and low capacity
utilisation. Additionally, bad debt provisions totalling EUR 6.5 million were
booked in 2009. Operating profit excluding restructuring costs fell to EUR 22.5
million (100.6) and operating margin to 3.3 percent (12.2).
- Profit before taxes was EUR 12.4 million
- The cost savings programme proceeded according to plan. Restructuring costs
for 2009 totalled EUR 10.9 million.
- Cash flow after capital expenditure improved considerably towards the end of
the year but was still negative at EUR -25.6 million.
- Balance sheet continues to be strong.
PROPOSED DIVIDEND
- The Board will propose to the AGM on 11 March 2010 a dividend of EUR 0.10
(0.65) per share.
THE FINANCIAL STATEMENT RELEASE
- This financial statement release has been prepared in accordance with the IAS
34 following the same accounting principles as in the annual financial statement
for 2008. From the beginning of 2009, the Group adopted the amended IAS 1
Presentation of the Financial Statements standard and IFRS 8 Operating Segments
standard. The amended standards have no significant impact on the presentation
of the interim report. The annual figures in this financial statement release
are audited. The Auditor's report is dated 1 February 2010.
- The annual report including the Report of the Board of Directors, the
Financial Statements and the Corporate Governance Statement will be available on
the company's website at www.poyry.com in week 6.
FUTURE PROSPECTS
Group sales for the full year 2010 are expected to grow. The Group's operating
profit is expected to improve from 2009 even after inclusion of incremental
business development expenses necessary to accelerate growth in line with the
vision.
Heikki Malinen, President and CEO:"The past year was challenging for Pöyry in many respects. The Group's net sales
fell by 18 percent compared with 2009 and were EUR 673.5 million. Compared with
the previous year, the results for our Forest Industry and Energy business
groups were disappointing. In Construction services, weakened demand also led to
decreased volumes; however, considering the challenging market situation, the
profitability of the business group remained good. The demand for services in
our Transportation business group increased, and Pöyry's position was further
strengthened among both locally and internationally. In the Water & Environment
business group the second half order intake was lower than expected, but the
demand for water sector services, in particular, continued stable. Lack of large
projects as well as low capacity utilisation decreased our profitability and
operating margin, excluding restructuring costs, fell to 3.3 per cent.
In order to maintain our competitive position we launched in late 2008 an action
programme to improve the efficiency of our operations, streamline the ways of
working and adapt the capacity to prevailing market conditions. By the end of
2009 we had cut our capacity by 18 percent compared with 2008. We have achieved
savings of EUR 15 million in fixed costs excluding one-off items. The action
plan is proceeding to plan and we expect to achieve the targeted EUR 30 million
savings in full, on a comparable basis, during 2010, whilst boosting our
spending on business development and growth.
In December 2009, we released our new vision: Pöyry's vision is to be the global
thought leader in engineering balanced sustainability for a complex world. We
want to be an agenda setter in the sectors we serve and to become one of the
world's leading consulting engineering companies by 2020. We see significant
growth potential for our engineering and consulting offerings. We are targeting
annual long-term growth of 15 per cent, and our operating margin target for each
business group is a minimum of 8 per cent in the medium term and a minimum of
10 per cent in the long term. We will systematically accelerate profitable
growth both organically and through acquisitions. Our balance sheet offers us
the ability to survive even a prolonged recession and invest in the development
of operations. The new business group structure implemented at the beginning of
2010 is aligned with our new vision, enabling us to better take advantage of the
synergies between business groups.
The new year has started on a slightly more positive note than last year. Our
clients are again planning new projects. Nevertheless, developing plans into
projects takes time, and according to our estimates, we will see more actual
project implementation in late 2010 and 2011. In 2010, we will implement our new
business group structure, continue intensive sales efforts, improve our capacity
to execute large projects, strengthen management consulting and continue
pursuing attractive business acquisitions."
PÖYRY PLC
Additional information by:
Heikki Malinen, President and CEO
tel. +358 10 33 21307
Esa Ikäheimonen, CFO
tel. +358 10 33 21586
Sanna Päiväniemi, Director, Investor Relations
tel. +358 10 33 23002
ENCLOSURES
Board of Directors' Report, 1 January - 31 December 2009
Consolidated statement of income, balance sheet, statement of changes in
financial position, changes in equity and liabilities, related party
transactions, key figures and acquisitions
INVITATION TO CONFERENCES TODAY, 2 FEBRUARY 2010
A conference in Finnish will be arranged at 12 p.m. Finnish time at Restaurant
Savoy, Eteläesplanadi 14, Helsinki, Finland.
An international conference call and webcast in English will begin at 3.30 p.m.
Finnish time (EET).
8.30 a.m. US EDT (New York)
1.30 p.m. GMT (London)
2.30 p.m. CET (Paris)
3.30 p.m. EET (Helsinki)
The webcast may be followed online on the company's website www.poyry.com. A
replay can be viewed on the same site later the same day.
To attend the conference call, please dial
US: +1 334 420 4950
Other countries: +358 9 2313 9202
Conference id: 855853
We kindly ask those attending the international conference call to dial in 5
minutes prior to the start of the event.
Pöyry is a global consulting and engineering company dedicated to balanced
sustainability. We offer our clients integrated management consulting, total
solutions for complex projects, best-in-class design and supervision. Our
in-depth expertise extends to the fields of energy, industry, urban & mobility
and water & environment. Locally and globally our 7000 experts serve our
clients in about 50 countries. Pöyry's net sales in 2009 were EUR 674 million
and the company's shares are quoted on NASDAQ OMX Helsinki (Pöyry PLC: POY1V).
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.poyry.com
BOARD OF DIRECTORS' REPORT 1 JANUARY - 31 DECEMBER 2009
MARKET REVIEW
After collapsing rapidly in late 2008, global industrial activity continued to
be low throughout 2009. Initial signals of a possible recovery started to appear
during the second half of the year. The first positive signs did not, however,
have any immediate impact on demand for consulting engineering services.
Clients' reluctance to make investment decisions was also reflected in Pöyry's
major businesses, most notably in the forest industry, although there were areas
where the market environment continued to be relatively good.
Activity within the energy sector was fairly stable in Europe during the first
half of the year but weakened towards the end of the year. In other regions
demand was at a low level throughout the year. The global recession resulting in
low and volatile commodity prices, especially oil, together with the financial
stringency caused by the credit crunch, were reflected in the low investment
activity and prolonged decision making times in energy related projects.
Large investments within the pulp and paper sector have been few globally for
some time and activity also remained low during 2009. The profitability
challenges facing pulp and paper companies have also led to falling demand for
consulting services. Also in the chemical industry the investment activity was
very low.
Investments within the transportation sector remained at a high level,
especially in large concession type projects, and demand for road and rail-bound
transportation systems was particularly strong.
Demand for services for water and environmental infrastructure were relatively
stable during the year except for Finland, where demand by the public sector
declined clearly. Although new orders remained modest, towards the end of the
year also industrial companies started to show an increasing interest in
environmental services regarding preparation of new investment projects. Demand
in emerging and developing countries for water related infrastructure projects
increased.
The weak economic situation has clearly impacted the office and commercial
building sectors where demand in Pöyry's main markets in Finland, the Baltic
states and Russia was very low. On the other hand, activity in the infra and
energy sectors as well as demand for consultancy and small engineering projects
remained relatively good.
Note: Unless otherwise stated, the figures in brackets in the sections below
refer to the same period in the previous year.
ORDER STOCK
Order stock, EUR million 2009 2008 Change, %
Consulting and engineering 483.6 538.6 -10.2 %
EPC 2.1 0.5 na
Total 485.7 539.1 -9.9 %
The Group's order stock at the end of 2009 totalled EUR 485.7 million (539.1).
The order stock fell by 9.9 per cent. The drop was largest in the Forest
Industry business group where the order stock almost halved compared with end
2008. The order stock declined also in the Energy, Construction Services and
Water & Environment business groups. In the Transportation business group the
good demand continued and the business group's order stock increased by 21.0 per
cent from the previous year. The quality of the order stock is good. The value
of the order stock fell by 5.5 percent from EUR 513.9 million at the end of the
third quarter 2009.
GROUP SALES
Net sales by business group, Q4/2009 Q4/2008 2009 2008 Share of
EUR million (pro (pro total sales, %
forma) forma) FY 2009
Energy 54.5 64.3 215.6 241.3 32
Forest Industry 38.1 72.5 175.8 294.5 26
Transportation 30.2 29.0 118.5 105.5 17
Water & Environment 22.9 25.4 86.5 87.6 13
Construction Services 19.3 23.9 79.0 92.8 12
Unallocated -3.5 -1.5 -1.9 0.0 -
Total 161.5 213.6 673.5 821.7 100
Net sales by region, EUR million Q4/2009 Q4/2008 2009 2008 Share of
total sales, %
FY 2009
Nordic countries 50.3 58.9 194.4 234.3 29
Other Europe 74.5 98.0 323.7 363.1 48
Asia 14.7 19.5 54.7 72.6 8
North America 4.8 6.0 20.0 27.7 3
South America 9.8 20.5 50.3 89.5 7
Other 7.4 10.7 30.4 34.5 5
Total 161.5 213.6 673.5 821.7 100
Consolidated net sales in 2009 fell by 18.0 per cent compared with the previous
year to EUR 673.5 million (821.7). Sales decreased most in the Forest Industry
business group as a result of very low investment activity among the clients.
Sales decreased also in the Energy and Construction Services business groups,
and were fairly stable in Water & Environment. Activity in the transportation
systems sector continued to be good and the Transportation business group's
sales increased clearly in 2009.
Regionally, the situation was most challenging in South and North America where
the high exposure to the forest industry had a clearly negative impact on sales.
In Asia the 2008 comparison figure was high due to large projects. In addition
to this, some of the restructuring measures were implemented in the region. All
the other regions were supported by the more diversified business portfolio.
In the fourth quarter of 2009, net sales totalled EUR 161.5 million (213.6)
which were 24.0 per cent less than a year ago. The Transportation business
group's sales increased slightly from the fourth quarter of 2008, whereas sales
fell in all other business groups. All geographical regions also reported
decrease in sales for the fourth quarter compared with the previous year.
However, the net sales increased by 7.5 per cent from EUR 150.2 million in the
third quarter of 2009 and all business groups contributed to the increase. Of
the regions, sales increased clearly in the Nordic countries, Asia and North
America compared with the third quarter of 2009.
Business Groups (Operating segments)
The Business Group split is based on the structure which was effective 1 January
- 31 December 2009. All figures for the previous years have been restated (pro
forma) accordingly. All personnel numbers are calculated as full time
equivalents (FTE).
Energy
Q4/ Q4/ Change, 2009 2008 Change,
2009 2008 % %
Order stock, EUR million 181.9 196.4 -7.4 181.9 196.4 -7.4
Sales, EUR million 54.5 64.3 -15.2 215.6 241.3 -10.7
Operating profit excl. restructuring
costs, EUR million
2.3 11.8 -80.5 11.2 32.0 -65.0
Operating margin excl. restructuring
costs, % 4.2 18.3 5.2 13.2
Operating profit, EUR million 1.9 11.8 -83.9 9.1 32.0 -71.6
Operating margin, % 3.5 18.3 4.2 13.2
Personnel at end of period 1621 1870 -13.3 1621 1870 -13.3
Full year 2009
The year end order stock decreased to EUR 181.9 million (196.4), which was 7.4
per cent less than a year before. The fall in order stock reflects the slow-down
in decision making on investment projects during the year which had a negative
impact on the order intake. Net sales for 2009 were EUR 215.6 (241.3) million,
representing a fall of 10.7 per cent. Operating profit before restructuring
costs of EUR 2.1 million amounted to EUR 11.2 (32.0) million and the operating
margin was 5.2 per cent of sales (13.2). Operating profit was burdened by the
lack of large orders as well as a lower capacity utilisation rate compared with
the previous year. The comparison figure includes EUR 6 million non-recurring
income from the sale of Polartest Oy in the fourth quarter of 2008. In 2009, the
Energy business group also booked EUR -4.7 million due to bad debt provisions.
The capacity adjustment measures were having a positive effect towards the end
of the year but were not able to compensate for the low activity rates within
the business group. The capacity adjustment in the Energy business group was
kept at a level that will not significantly impact the ability to continue
growing when the recession is over. During the year the number of personnel
decreased by 249 (FTEs) or by 13.3 per cent. Operating profit, after
restructuring costs, was EUR 9.1 million or 4.2 per cent of sales.
Q4/2009
Net sales for the fourth quarter were EUR 54.5 (64.3) million and showed some
improvement from EUR 48.7 in the third quarter of 2009. Operating profit before
restructuring costs of EUR 0.4 million amounted to EUR 2.3 (11.8) million and
the operating margin was 4.2 per cent of sales (18.4, including Polartest Oy EUR
6 million capital gain). As the cost savings programme was proceeding, the
business group's profitability improved from the third quarter of 2009 but was
still on an unsatisfactory level. Operating profit after the restructuring costs
in the fourth quarter was EUR 1.9 million or 3.5 per cent of sales.
Forest Industry
Q4/ Q4/ Change, 2009 2008 Change,
2009 2008 % (pro %
forma)
Order stock, EUR million 45.3 86.3 -47.5 45.3 86.3 -47.5
Sales, EUR million 38.1 72.5 -47.4 175.8 294.5 -40.3
Operating profit excl. restructuring
costs, EUR million
-5.3 9.5 -155.8 -7.0 50.8 -113.9
Operating margin excl. restructuring
costs, % -13.9 13.1 -4.0 17.2
Operating profit, EUR million
-5.7 9.5 -160,0 -14.7 50.8 -128.9
Operating margin, % -15.0 13.1 -8.4 17.2
Personnel at end of period
1887 2917 -35.3 1887 2917 -35.3
Full year 2009
The Forest Industry business group has been most affected by the economic
recession. The development of new large projects came to a halt and a lot of
existing capacity was also closed down. Overall, demand fell more significantly
than at any time since the recession in the early 1990s. As a result of this,
the business group's order stock fell by 47.5 per cent to EUR 45.3 million from
EUR 86.3 million the previous year. Net sales for 2009 were EUR 175.8 (294.5)
million, representing a fall of 40.3 per cent. Operating profit before
restructuring costs of EUR 7.7 million amounted to EUR -7.0 (50.8) million and
the operating margin was -4.0 per cent of sales (17.2). The fall in
profitability was due to greatly reduced activity rates. In 2009, the Forest
Industry business group also booked EUR -1.1 million due to bad debt provisions.
During the year the number of personnel decreased by 1030 (FTEs) or by 35.3 per
cent in order to balance the capacity and cost base to demand but, at the same
time, not to jeopardise future growth. Operating profit after restructuring
costs was EUR ‑14.7 million and -8.4 per cent of sales.
Q4/2009
Net sales for the fourth quarter were EUR 38.1 (72.5) million showing a slight
increase compared with the EUR 35.2 million in the third quarter. Operating
profit before restructuring costs of EUR 0.4 million amounted to EUR -5.3 (9.5)
million and the operating margin was -13.9 per cent of sales (13.1).
Profitability continued to decrease as the activity rates remained low.
Operating profit after restructuring costs was EUR -5.7 million or -15.0 per
cent of sales.
Transportation
Q4/ Q4/ Change, 2009 2008 Change,
2009 2008 % (pro %
forma)
Order stock, EUR million 158.4 130.9 21.0 158.4 130.9 21.0
Sales, EUR million 30.2 29.0 4.1 118.5 105.5 12.3
Operating profit excl. restructuring
costs, EUR million
2.3 3.3 -30.3 9.4 9.2 2.2
Operating margin excl. restructuring
costs, % 7.6 11.3 7.9 8.7
Operating profit, EUR million
2.3 3.3 -30.3 9.4 9.2 2.2
Operating margin, % 7.6 11.3 7.9 8.7
Personnel at end of period 1162 1073 8.3 1162 1073 8.3
Full year 2009
Demand for services in the transportation sector continued to grow at a steady
rate during 2009, with the demand for road and rail-bound transportation systems
particularly strong. Demand was mainly supported by the public sector spending.
There was also increasing activity in large concession type projects being
carried out by contractors. Backed up by the good market situation, the order
stock increased by 21.0 per cent to EUR 158.4 million from EUR 130.9 million the
previous year. The full year net sales increased by 12.3 per cent and were EUR
118.5 (105.5) million. Operating profit amounted to EUR 9.4 (9.2) million and
the operating margin was 7.9 per cent of sales (8.7). To better meet the
increasing demand the number of personnel was increased by 89 (FTEs) or by 8.3
per cent in 2009.
Q4/2009
Net sales for the fourth quarter were EUR 30.2 (29.0) million. Operating profit
was on a good level and amounted to EUR 2.3 (3.3) million. Operating margin was
7.6 per cent of sales (11.3).
Water & Environment
Q4/ Q4/ Change, 2009 2008 Change,
2009 2008 % (pro %
forma)
Order stock, EUR million 62.3 76.8 -18.9 62.3 76.8 -18.9
Sales, EUR million 22.9 25.4 -9.8 86.5 87.6 -1.3
Operating profit excl. restructuring
costs, EUR million
1.5 1.8 -16.7 5.1 4.2 21.4
Operating margin excl. restructuring 4.8
costs, % 6.6 7.3 5.9
Operating profit, EUR million
1.5 1.8 -16.7 4.9 4.2 16.7
Operating margin, % 6.6 7.3 5.7 4.8
Personnel at end of period 908 976 -7.0 908 976 -7.0
Full year 2009
Demand for engineering in the environmental infrastructure sector, especially in
the water sector, remained relatively stable during the year. However, the order
intake was weak especially during the second half of the year, resulting in a
decrease of the order stock. The order stock fell by 18.9 per cent to EUR 62.3
million from EUR 76.8 million the previous year. Net sales for 2009 were fairly
stable at EUR 86.5 (87.6) million. Operating profit before restructuring costs
of EUR 0.2 million increased by 21.4 per cent to EUR 5.1 (4.2) million.
Operating margin was 5.9 per cent of sales (4.8). Operating profit after
restructuring costs was EUR 4.9 million and the operating margin was 5.7 per
cent of sales. During the year the number of personnel decreased by 68 (FTEs) or
by 7.0 per cent.
Q4/2009
Net sales for the fourth quarter were EUR 22.9 (25.4) million. This was 11.2 per
cent more than the EUR 20.6 million in the third quarter of 2009. Operating
profit was EUR 1.5 million and 6.6 per cent of sales.
Construction Services
Q4/ Q4/ Change, 2009 2008 Change,
2009 2008 % (pro %
forma)
Order stock, EUR million 37.5 48.3 -22.4 37.5 48.3 -22.4
Sales, EUR million 19.3 23.9 -19.2 79.0 92.8 -14.9
Operating profit excl. restructuring
costs, EUR million
2.0 1.9 5.3 7.3 9.9 -26.3
Operating margin excl. restructuring
costs, % 10.4 8.1 9.2 10.7
Operating profit, EUR million
1.8 1.9 -5.3 6.5 9.9 -34.3
Operating margin, % 9.3 8.1 8.3 10.7
Personnel at end of period 831 971 -14.4 831 971 -14.4
Full year 2009
Investment activity, especially in the office and commercial construction
sectors, remained very weak during the year. The order stock fell by 22.4 per
cent to EUR 37.5 million from EUR 48.3 million the previous year. Net sales for
2009 were EUR 79.0 (92.8) million. Operating profit before restructuring costs
of EUR 0.8 million amounted to EUR 7.3 (9.9) million and the operating margin
was 9.2 per cent of sales (10.7). Considering the very difficult market
situation, Construction Services was able to maintain its profitability and
capacity utilisation rates on a good level even if there were clear signs of
tougher price competition as well as a lack of larger projects. During the year
the number of personnel decreased by 140 (FTEs) or by 14.4 per cent. Operating
profit after restructuring costs was EUR 6.5 million or 8.3 per cent of sales.
Q4/2009
Net sales for the fourth quarter were EUR 19.3 (23.9) million. Sales increased
by 14.9 per cent compared with the EUR 16.8 million in the third quarter of
2009. Operating profit before restructuring costs of EUR 0.2 million amounted to
EUR 2.0 (1.9) million and the operating margin was 10.4 per cent of sales (8.1).
Operating profit after restructuring costs was EUR 1.8 million or 9.3 per cent
of sales.
Group Overhead
Unallocated costs in 2009 were EUR 3.6 million (5.5), representing 0.5 per cent
of sales (0.7).
GROUP FINANCIAL RESULT
The full year 2009 consolidated operating profit totalled EUR 11.6 million
(100.6, including EUR 6 million capital gain) which was EUR 89 million less than
a year ago. The fall was mainly due to profitability challenges in Energy and
Forest Industry business groups. The good performance in the Transportation,
Water & environment and Construction Services business groups was not able to
compensate for the drop in Energy and Forest Industry. Operating profit in
Construction Services declined clearly compared to 2008 but profitability
remained on a good level considering the difficult market situation in the
sector. The Group's operating profit includes restructuring costs of EUR 10.9
million which relate to the cost savings programme that was launched in late
2008. Operating profit also includes a booking of EUR -6.5 million due to bad
debt provisions. The consolidated operating margin including restructuring costs
fell to 1.7 per cent (12.2).
The consolidated operating profit in the fourth quarter was EUR 0.7 million
(26.7) or 0.4 per cent of sales (12.5). Profitability decreased in all business
groups. The activity rates continued low in especially Forest Industry and
Energy, and the capacity adjustment measures were not sufficient to compensate
for this. The fourth quarter operating profit includes EUR 1.0 million of
restructuring costs.
The full year net financial items showed an income of EUR 0.8 million (2.6).
Profit before taxes totalled EUR 12.4 (103.2).
Income taxes were EUR 4.4 million (30.6). The actual effective tax rate for the
year 2009 was 35.5 per cent which is high due to profits in higher-tax countries
and some losses in entities for which no deferred tax asset was recognized.
Net profit for the period was EUR 8.0 (72.6) million of which EUR 6.5 million
was attributable to equity holders of the parent company and EUR 1.5 million to
minority interests.
Earnings per share were EUR 0.11 (1.21 basic; 1.19 diluted).
BALANCE SHEET
The consolidated balance sheet is healthy. The year-end consolidated balance
sheet amounted to EUR 515.4 million, which was EUR 64.9 million lower than at
year-end 2008 and EUR 3.4 million lower than at end September 2009. Total equity
at the end of the report period was EUR 184.0 million (211.1). Total equity
attributable to equity holders of the parent company at year-end 2009 was EUR
176.0 million (203.4) or EUR 2.98 per share (3.45).
Return on equity (ROE) was 4.1 per cent (38.7). Return on investment (ROI) was
5.3 per cent (45.4).
CASH FLOW AND FINANCING
Net cash from operating activities in the full year 2009 was EUR -10.4 million
(56.6), representing EUR -0.18 per diluted share (0.95). Net cash before
financing activities was EUR -25.6 million (45.7). In the fourth quarter, net
cash before financing activities was EUR 24.7 million (32.4).
Year-end net cash totalled EUR 19.3 (81.2) million which was EUR 15.7 million
more than at end September 2009. The net debt/equity ratio (gearing) was -10.5
(-38.5) per cent. The equity ratio was 40.9 per cent (41.7).
The Group's liquidity is good. At the end of the year, the Group's cash and cash
equivalents and other liquid assets amounted to EUR 142.0 (203.7) million. In
addition to these, the Group had unused long-term overdraft facilities amounting
to EUR 92.6 million.
Pöyry paid its shareholders dividends amounting to EUR 38.0 million or EUR
0.65 per share in March 2009.
Calculation of key figures is presented on the Key Figures pages of the
Financial Statements.
CAPITAL EXPENDITURE AND ACQUISITIONS
The Group's capital expenditure totalled EUR 9.8 million, of which EUR 4.8
million consisted mainly of computer software, systems and hardware and EUR 5.0
million was due to acquisitions.
Capital expenditure, EUR million 2009 2008
Capital expenditure, operative 4.8 10.7
Capital expenditure, shares 5.0 8.9
Capital expenditure, total 9.8 19.6
HUMAN RESOURCES
Personnel (FTE) 2009 2008, pro forma
Energy 1621 1870
Forest Industry 1887 2917
Transportation 1162 1073
Water & Environment 908 976
Construction Services 831 971
Group staff and shared resources 121 117
Personnel at end of period, total 6530 7924
Personnel on average, total 7052 7702
Personnel structure
Capacity adjustment measures led to a fall in the total number of personnel in
the Group in 2009. The Group had an average of 7052 (7702) employees (FTEs)
during the year, which is 8.4 per cent less than in 2008. The number of
personnel at the end of the year was 6530 (7924). By end 2009, 25 per cent of
the capacity reductions were implemented as temporary lay-offs. Altogether 265
(391) employees have a fixed-term contract.
Personnel expenses
Personnel expenses, EUR million 2009 2008
Wages and salaries 319.9 337.6
Bonuses 6.9 18.4
Expenses from share-based incentive programmes 2.2 1.8
Social expenses 72.5 76.0
Personnel expenses, total 401.5 433.8
Wages and salaries as well as bonuses in the Pöyry Group are determined on the
basis of local collective and individual agreements, individual employees'
performances and the required qualification level. Supplementing the base
salary, the Group has implemented bonus schemes which are primarily aimed at
Group companies' line management, but which will be increasingly directed at
individual experts, for example staff in project work.
Performance share plan 2008-2010
In December 2007, the Board of Directors of Pöyry PLC approved a share-based
incentive plan for the key personnel. The plan comprises three earning periods,
which are the calendar years 2008, 2009 and 2010. The rewards will be paid
partly (50 per cent) in the company's shares and partly (50 per cent) in cash in
2009, 2010 and 2011. The criteria for the reward payouts for the years 2008 and
2009 were the Group's earnings per share (EPS) and net sales.
For the earning period 2008, the payout ratio was 180.89 per cent corresponding
to a value of 433 454 shares. The payments were made to the participants in
April 2009 and a total of 215 641 shares were transferred to the recipients. The
number of shares transferred to the recipients as at 26 January 2010 is 206 957
taking into account the returns of shares. The incentive plan for the earning
period 2008 included approximately 300 persons.
In February 2009 the Board of Directors of Pöyry PLC resolved that the value of
the plan for the earning period 2009 will correspond to 400 000 shares, if the
target performance set by the Board of Directors is met. Due to significant drop
in the Group's result in 2009, the pay-out for the earning period 2009 is zero.
Human resources management
The year under review was overshadowed by the recession. To make the best
possible use of its resources for project work and to maintain good capacity
utilisation, the company intensified the sharing of resources both across
business unit and geographical borders. Despite these measures, lay-offs were
unavoidable and significant capacity reductions were made especially in Finland,
Brazil, Russia, Sweden and North America.
To ensure that the Pöyry Group's capabilities will develop in accordance with
changing business needs, the principles and actions for competence development
are defined as a part of the annual strategy process. Developing managerial
skills and encouraging job mobility within the organisation were major focus
areas, as in the previous year. However the cost saving programme naturally also
impacted the development activities leading to reduced training opportunities.
Our new vision creates exciting professional opportunities and is a welcomed
energiser for the employees after a tough year. We will continue to have
increased job mobility, which is an important step in the development towards an
even more multi-skilled and diverse leadership pool. The new vision further
supports building a strong community with shared goals and a uniform Pöyry
identity.
RESEARCH AND DEVELOPMENT
The key cornerstone in Pöyry's business is the ability to provide clients with a
full range of innovative and value-adding consulting engineering services
covering the entire lifecycle of their investment projects.
To be able to help clients truly improve their businesses, Pöyry is continuously
engaged in numerous research and development projects. The projects are
conducted both on Pöyry's own initiative and in partnership with clients and
research institutions. In 2009 Pöyry was involved in a number of development
projects that are related to climate change, development of new products and
services, operations improvement and methodology and software. As the R&D
expenses are mainly embedded in client projects, they have not been accounted
for separately.
In order to better utilise the competence capital within the Group, a Knowledge
Management tool was developed in 2009 and launched at the beginning of 2010.
Pöyry's organisation has an abundance of expertise and talent and this tool
helps to put all this information systematically at the disposal of the entire
global office network. The tool provides a platform for discussing and
exchanging knowledge with experts, which can be used to compile, organise and
analyse the special expertise, knowledge and data available in different parts
of the organisation. A longer-term objective of the Knowledge Management
development programme is to launch new projects, which may be related to widely
different focus areas.
GOVERNANCE
Annual General Meeting
The Annual General Meeting (AGM) of Pöyry PLC was held on 10 March 2009. The AGM
adopted Pöyry PLC's financial statements and the consolidated statements and
granted the members of the Board of Directors, the company's President and CEO,
and the Deputy to the President and CEO discharge from liability for the
financial period 1 January to 31 December 2008.
The AGM approved the proposal of the Nomination and Compensation Committee that
the Board of Directors should consist of seven (7) ordinary members. The AGM
re-elected the following members to the Board of Directors: Henrik Ehrnrooth,
Pekka Ala-Pietilä, Alexis Fries, Heikki Lehtonen, Harri Piehl and Karen de
Segundo. In addition, the AGM elected Michael Obermayer, Ph.D., as a new member
of the Board. Franz Steinegger gave notice that he was not available for
re-election.
The Board of Directors elected Henrik Ehrnrooth as Chairman and Heikki Lehtonen
as Vice Chairman. Heikki Lehtonen, Harri Piehl and Alexis Fries were elected
members of the Audit Committee. Henrik Ehrnrooth, Heikki Lehtonen, Karen de
Segundo, Pekka Ala-Pietilä, as well as Georg Ehrnrooth as an external member,
were elected members of the Nomination and Compensation Committee.
KPMG Oy Ab, Authorised Public Accountants, continues as Pöyry PLC's auditors
based on the resolution by the AGM on 6 March 2002. Sixten Nyman, Authorised
Public Accountant, continues as Auditor in Charge.
Changes in executive management
In March, Esa Ikäheimonen took over as CFO and member of the Group Executive
Committee. In addition to the Group's financial operations, the CFO's
responsibilities were widened to cover also group-wide IT development and
operations, real estate management and investor relations. In the same
connection, Lars Rautamo moved from his position as CFO to lead the Group's
Internal Audit function, and his membership in the Group Executive Committee
ended.
In April, the President and CEO of Pöyry PLC, Heikki Malinen, took over the
duties of the President of the Forest Industry business group in addition to his
own position. At the same time, John Lindahl, President of the Forest Industry
business group, was appointed Senior Vice President, Key Account Management of
the Forest Industry business group, and his membership in the Group Executive
Committee ended.
In September, Martin Kuzaj was appointed Executive Vice President of Pöyry PLC
and President of the Forest Industry business group as well as a member of the
Group Executive Committee. Dr Kuzaj began in his duties in October 2009.
In September, Teuvo Salminen, Deputy to the President and CEO of Pöyry PLC,
announced that he will, at his own request, step down from his present position
from the beginning of 2010. His membership in the Group Executive Committee
ended on 31 December 2009.
In December, Pöyry announced its new business structure and appointments in
management which came into effect as of 1 January 2010. The new business groups
are Energy, Industry, Urban & Mobility, Water & Environment and Management
Consulting. In addition, a function was established for group strategic growth,
and group level commercial transactions were combined with the group legal
affairs and risk management function. The following appointment to the Group
Executive Committee were made:
- Heikki Malinen, President and Chief Executive Officer
- Ari Asikainen, Executive Vice President (EVP) and President, Energy business
group
- Martin Kuzaj, EVP and President, Industry business group
- Andy Goodwin, EVP and President, Urban and Mobility business group
- Bernd Kordes, EVP and President, Water & Environment business group (also
acting President, Management Consulting business group)
- Esa Ikäheimonen, Chief Financial Officer
- Richard Pinnock, EVP, Group Strategic Growth
- Camilla Grönholm, EVP, Human Resources
- Anne Viitala, EVP, Legal and Commercial
Bernd Kordes announced on 12 January 2010 that he will leave Pöyry and his
membership in the Group Executive Committee ended on the same day. On 1 February
2010 Pöyry announced two appointments to the Group Executive Committee: Dr.
Norbert Gorny, 46, was appointed Executive Vice President of Pöyry PLC and
President of the Management Consulting business group, and Martin Bachmann, 42,
was appointed Executive Vice President of Pöyry PLC and President of the Water &
Environment business group.
Pöyry publishes its Corporate Governance Statement separately from the Report of
the Board of Directors and the Financial Statements in connection with its
Annual Report.
AUTHORISATIONS
The AGM on 10 March 2009 authorised the Board of Directors to decide on the
acquisition of a maximum of 5 800 000 of the company's own shares with
distributable funds. The authorisation shall remain in force for 18 months from
the decision of the AGM. The authorisation is explained in more detail in the
release covering the resolutions of the AGM, which is available on the company's
website at www.poyry.com.
In March 2009, the Board of Directors of Pöyry decided to exercise the authority
given by the AGM to acquire the company's own shares. Between 18 March and 14
May Pöyry repurchased 64 818 shares at the average share price of EUR 8.88. At
the end of 2009, Pöyry had 377 157 of its own shares in its possession,
corresponding to 0.6 per cent of total shares.
The AGM on 10 March 2008 authorised the Board of Directors to decide on the
issue of a maximum of 11 600 000 new shares and to convey a maximum of
5 800 000 of the company's own shares held by the company in one or more
tranches. The authorisation shall remain in force for three years from the
decision of the AGM 2008, i.e. until 2011. Details of the authorisation are
explained in more detail in the release covering the resolutions of the AGM,
which is available on the company's website at www.poyry.com.
In March 2009, the Board of Directors of Pöyry resolved on a directed share
issue on the basis of the authorisation given by the AGM 2008. The directed
share issue is part of the share-based incentive plan 2008-2010 for key
personnel of the company. More detailed information about the incentive plan was
released in the company announcement on 11 December 2007.
A total of 216 727 of the company's own shares were conveyed without
consideration to the target group of the incentive plan's earning period 2008 in
accordance with the terms and conditions of the incentive plan. In addition to
this, the Board of Directors resolved on a directed share issue and conveyed
without consideration a total of 10 000 of the company's own shares to a number
of employees in accordance with the terms and conditions of their incentive
plans. The directed share issue does not affect the company's share capital or
the company's total number of shares. After the directed share issue the maximum
number of shares that may be conveyed is 5 573 273 shares.
SHARE CAPITAL AND SHARES
The share capital of Pöyry PLC at year-end 2009 totalled EUR 14 588 478. The
total number of shares including treasury shares totalled 58 971 398 at the end
of 2009.
Between March and May 2009 Pöyry repurchased 64 818 of the company's own shares
on the basis of the authorisation given by the AGM 2009 and the decision of the
Board of Directors of Pöyry PLC in 2009. In early 2009 Pöyry repurchased
139 000 of the company's own shares on the basis of the authorisation given by
the AGM 2008.In addition to this, Pöyry PLC purchased from its subsidiary the
8914 Pöyry PLC's shares it held. In total, EUR 1.9 million was used for share
repurchases in 2009.
On 31 December 2009, Pöyry held a total of 377 157 treasury shares, which
corresponds to 0.6 per cent of the total number of shares and which at that date
had a market value of EUR 4.2 million.
SHARES SUBSCRIBED FOR UNDER THE OPTION PROGRAMME
Pursuant to Pöyry's stock option plans, 92 796 new shares were subscribed for
and registered in the Finnish Trade Register in 2009, of which 72 688 during the
fourth quarter. As a result of these subscriptions, the total number of Pöyry's
shares including treasury shares increased to 58 971 398 shares.
The stock options issued under Pöyry PLC's ongoing stock option plans at
year-end 2009 entitle holders to subscribe for a total of 1 707 448 shares,
which would increase the total number of Pöyry's shares (including treasury
shares) to 60 678 846. The option programmes include approximately 40 key
persons.
All shares carry one vote per share and equal rights to dividends. The terms and
conditions of the stock option programme are available on Pöyry's website at
www.poyry.com.
MARKET CAP AND TRADING
The closing price of Pöyry's shares on 31 December 2009 was EUR 11.17. The
volume weighted average share price for January-December was EUR 9.78, the
highest quotation being EUR 13.17 and the lowest EUR 7.55. The share price
increased 43 per cent from the end of 2008. In January-December approximately
20.6 million Pöyry shares were traded on the NASDAQ OMX Helsinki, corresponding
to a turnover of approximately EUR 201.1 million. The average daily trading
volume was about 82 000 shares or EUR 0.8 million.
On 31 December 2009, the total market value of Pöyry's shares was EUR 654.5
million excluding treasury shares held by the company and EUR 658.7 million
including treasury shares.
OWNERSHIP STRUCTURE
During 2009, the number of registered shareholders rose from 4724 at the end of
2008 to 6933 at the end of 2009, representing growth of 47 per cent. The number
of Finnish retail investors increased by more than 48 per cent.
Corbis S.A. continued to be the largest shareholder with 31.57 per cent of the
voting rights on 31 December 2009. The Chairman of the Board of Directors of
Pöyry, Henrik Ehrnrooth, holds indirectly with his brothers Georg Ehrnrooth and
Carl-Gustaf Ehrnrooth a controlling interest in Corbis S.A.
At the end of 2009 a total of 18.86 per cent (24.26) of the voting rights were
owned by nominee-registered shareholders. Total ownership outside Finland,
including Corbis, together with nominee-registered shareholders was in total
51.5 per cent (56.5) of the voting rights.
FLAGGINGS
Pöyry PLC was informed in November 2009 that the shareholding of Ilmarinen
Mutual Pension Insurance Company, Finland had fallen to below 1/20 of the share
capital and voting rights in Pöyry PLC.
On 11 November, the shareholding of Ilmarinen was 3.43 per cent of the share
capital, entitling it to 3.46 per cent of the voting rights in Pöyry PLC.
No other disclosures of changes in holdings were received by the time of the
release of this report.
IMPORTANT EVENTS DURING 2009
Capacity reductions
The global financial crisis sparked off an economic downturn that was reflected
in the operations of Pöyry. In January 2009 Pöyry announced that clearly reduced
demand and lower capacity utilisation was expected to significantly reduce the
Group's profit before taxes for 2009 compared with 2008 and started adapting its
capacity to demand.
During 2009, Pöyry implemented significant adaptation measures in the
Finland-based units of its Forest Industry business group. The capacity was also
downsized in the Brazilian unit as well as in other countries where the Forest
Industry business group operates. As part of these actions, the company also
changed the Forest Industry business group's organisation and operating model.
In order to improve its cost competitiveness the business group's detail
engineering services was decided to be consolidated in the offices at Kouvola in
Finland, Sao Paulo in Brazil, Lodz in Poland and Jinan in China.
Capacity was adjusted also in other business groups and in various locations.
The total decrease in capacity calculated on FTE basis was 18 percent compared
with the end of 2008.
Important contracts
Despite the economic downturn and low overall investment activity, Pöyry was
awarded a number of important contracts during the year.
In March, the Energy business group was awarded an EPC contract by the Styrian
Utility Steweag/Steg for rehabilitation of the 110 kV substation
Neudorf/Werndorf in Austria. The contract will be executed in a consortium with
Siemens Austria. Pöyry's share of the contract amounts to about EUR 6.5 million.
The project was started in March 2009 and will be completed by mid 2011.
In April, the Energy business group was awarded an owner's engineering services
contract by OMV Power International GmbH for an 800 MW combined-cycle power
plant project in Haiming, Germany. The project is being undertaken by the OMV
Kraftwerk Haiming GmbH, an affiliated company of OMV Power International GmbH in
Austria. Pöyry will assist the customer in the permitting process, preparation
of tender documents for the EPC turnkey contract and the long-term service
agreement contract. The value of the assignment is about EUR 6 million.
In June, the Forest Industry business group was commissioned to provide
permitting engineering services for the Investlesprom's Segezha pulp mill in
Russia. The services include project management and permitting engineering
services for all disciplines extended over the whole pulp mill, which will have
a production capacity of about 850 000 t/a. The total value of the assignment
exceeds EUR 6 million. The assignment was started immediately and will be
completed by mid 2010.
In September, the Energy business group signed a comprehensive EPCM
(Engineering, Procurement and Construction Management) services contract with
Vantaa Energy Ltd for a waste-to-energy plant to be built in Vantaa, Finland.
The contract covers a wide range of project services including project
management, procurement, design, engineering, construction management, site
supervision and commissioning services. The new plant will process 320,000 t/a
of municipal waste, and produce 67 MW of electric power and 100 MW of district
heat. The value of the assignment is about EUR 8 million. The plant is scheduled
to start operation in 2014.
In October, the Transportation business group was awarded the design contract
for the new airport rail link in Katowice, Poland, by PKP Polskie Linie Kolejowe
S.A. Pöyry is leading the design consortium with DB International in the
project, which includes 38 km of railway line and 28 new structures such as
bridges. Pöyry's share of the total assignment is EUR 7.5 million. The design
phase will last from October 2009 to May 2011 and will also include a complete
environmental impact assessment and obtaining the relevant environmental
permits. The project is financed by the EU Cohesion Fund and the Polish State
budget.
THE COST SAVINGS PROGRAMME
Pöyry launched in late 2008 an action programme designed to maintain its
profitability at an acceptable level throughout the current recession. The
programme focuses on sales, resources, cost structure and investments aimed at
optimising the balance between short-term profitability and long-term
capabilities and growth.
The cost saving target for fixed expenses on an annual basis was set at about
EUR 30 million compared with the 2008 cost base excluding one-off restructuring
expenses. At the end of the year, cost savings of some EUR 15 million were
achieved in line with plans. Capacity reduction measures during 2009 exceeded
the 12 per cent target. By the end of the year group-wide capacity was reduced
by 18 per cent by both permanent and temporary lay-offs.
STRATEGY DEVELOPMENT AND IMPLEMENTATION
Pöyry started a vision and strategy process at the end of 2008, preparing the
guidelines for Pöyry's growth into a truly global multinational
company during the next decade. In December 2009, the new vision according to
which Pöyry is to become "the global thought leader in engineering balanced
sustainability for a complex world" was launched.
The new vision is driven by the major challenges within Pöyry's customer
sectors. Urbanization and population growth, the shift in economic balance,
environmental degradation and redirection of technological innovation will have
a major impact on global demand and clients' businesses.
Pöyry sees growth opportunities being created by these drivers and it intends to
be an agenda setter in this respect in the sectors it serves. The company will
sharpen its focus on larger projects, management consulting, cost-effectiveness
in detail engineering and core geographical markets.
In connection with the new vision Pöyry realigned its business structure to
better enable the implementation of the vision. The new business structure and
related appointments in the Group Executive Committee have been effective since
1 January 2010.
Pöyry aims to be one of the world's leading consulting engineering companies by
2020. To achieve this, the Group set a new 15 per cent annual over the cycle
long-term growth target in connection with the vision launch. The Group's other
financial targets are unchanged as follows:
- operating profit margin target for each business group is a minimum of 8 per
cent in the medium term and a minimum of 10 per cent in the long term
- return on investment 20 per cent or higher
- earnings/share, annual growth 15 per cent or higher
- gearing below 30 per cent
- dividend/earnings ratio 50 per cent or higher
IMPORTANT EVENTS AFTER THE END OF THE REPORTING PERIOD
In January 2010, the member of the Pöyry Group's Executive Committee and
President of the Water & Environment business group, Bernd Kordes, announced
that he will leave Pöyry to join another company. Mr Kordes will carry on his
duties as President of the Water & Environment business group as well as acting
President of the Management Consulting business group over a transition period
but his membership in the Group Executive Committee ended on 12 January 2010.
Pöyry appointed on 1 February 2010 two new members to its Group Executive
Committee. Dr. Norbert Gorny, 46, was appointed Executive Vice President of
Pöyry PLC and President of the Management Consulting business group. Martin
Bachmann, 42, was appointed Executive Vice President of Pöyry PLC and President
of the Water & Environment business group. They both report to Heikki Malinen,
President and CEO of Pöyry PLC.
MOST SIGNIFICANT RISKS AND BUSINESS UNCERTAINTIES
The major risks relate to the potential prolongation and further deterioration
of the world economy. The fall in demand for Pöyry's services may lead to
falling sales volumes and thus a fall in profits.
The impacts of the economic downturn have been most clearly reflected in the
operations of Pöyry's Forest Industry, Energy, and Construction Services
business groups, and currently it is difficult to predict exactly when the
demand will recover for either of these business groups.
In response to these risks Pöyry has launched an action programme to keep the
Group's profitability at as high a level as possible. The programme's focus is
on sales, resources, cost structure, investments and financing.
Pöyry's financial position is solid and its strong balance sheet supports
securing its liquidity. Difficulties in project financing may cause problems for
Pöyry's clients, which may lead them to postpone projects or even to cancel
existing orders. In such cases there is an increased risk of credit losses.
The financial crisis has hampered the availability of loan financing. Pöyry has
countered this by significantly strengthening its already strong financial
position and liquidity.
MARKET OUTLOOK FOR 2010
The outlook for the market segments is presented according to Pöyry's new
business structure.
Environmental legislation focused on combating climate change will continue to
drive demand for renewable energy and energy efficiency related services. In
emerging markets there is also continued growth in demand for energy. In the
shorter term, clients decision making processes are still expected to be
prolonged, which will lead to compressed activity and tight competition among
energy projects in the near future.
The economic downturn has clearly hit the industrial projects in two of Pöyry's
main client sectors, i.e. forest and chemical industries. The large majority of
planned projects in the forest industry have been stopped and many of the
largest chemical industry projects have also been put on hold. Preliminary
engineering work for new investment projects and other pre-investment activity
are showing strengthening signals of recovery in certain areas, most notably in
Russia, China and Brazil. Uncertainty regarding the timing of new investment
projects remains and investment activity in these areas is not expected to
recover markedly over the short to medium term.
Increasing urbanization, mobility and the need for transportation solutions
continue to have a positive impact on future investments. In the shorter term,
investments in the transportation sector are anticipated to continue actively.
Within the construction sector low investment activity, particularly in the
commercial and also in the industrial sector, is expected to continue, but to
recover during the second half of the year. Demand for engineering in energy and
infrastructure related projects is expected to continue as relatively stable, or
slightly improve.
The demand for services in water supply, sanitation, solid waste and overall
adaptation to climate change, remains promising and the global economic downturn
has had limited effects on this sector as these projects are largely publicly
financed. There are also signs of an increase in demand for environmental
services for industrial clients.
Further complexities faced by customers, such as making business decisions,
changes in legislation, the need for a new and broader approach on
sustainability as well as customers' increasing focus on improving business
performance, are expected to drive demand for management consulting services.
THE GROUP'S FUTURE PROSPECTS
Uncertainty still prevails in the economic environment. The longer term growth
trends are expected to remain valid within Pöyry's customer sectors but it is
still difficult to forecast demand over the shorter term.
Based on the current order stock and outlook for new orders, Group sales for the
full year 2010 are expected to grow. The preconditions for sales growth are
strongest in Management Consulting, Energy and Urban & Mobility. In Energy,
prolonged postponement of projects may, however, continue to have a negative
impact on sales. Investment activity in the forest and chemical industry sectors
is not expected to recover significantly over the short to medium term, which
puts pressure on the Industry business group's sales growth, especially in
2010. Sales in the Water & Environment business group are expected to remain
stable.
The Group's operating profit is expected to improve from 2009 even after
inclusion of incremental business development expenses necessary to accelerate
growth in line with the Vision. The Energy business group's operating profit is
estimated to improve. The Industry business group's operating profit is
estimated to be stable excluding one-time costs. The Urban & Mobility business
group's operating profit is expected to remain stable. The Water & Environment
business group's operating profit is expected to remain stable. The Management
Consulting business group's operating profit is expected to improve.
Acquisitions are a central part of Pöyry's strategy. Acquisitions will be made
in cases where the target company offers strategic advantages and supports
Pöyry's objectives.
BOARD OF DIRECTORS' PROPOSAL FOR DISPOSAL OF DISTRIBUTABLE FUNDS
Pöyry Group's parent company Pöyry PLC's net profit for 2009 was EUR
68 740 331.90 and retained earnings EUR 26 808 970.11, so the total amount of
distributable earnings was EUR 95 549 302.01. The Board of Directors of Pöyry
PLC proposes to the Annual General Meeting on 11 March 2010 that a dividend of
EUR 0.10 (0.65) per share be paid for the year 2009. The number of outstanding
shares is 58 589 537 and the total amount of dividends thus EUR 5 858 953.70.
The proposed dividend corresponds to 90.9 (53.7) per cent of the earnings per
share for the financial year. The Board of Directors proposes that the dividend
be paid on 23 March 2009.
The Auditor's report is dated 1 February 2010.
Vantaa, 1 February 2010
Pöyry PLC
Board of Directors
PÖYRY GROUP
STATEMENT OF COMPREHENSIVE INCOME
10-12/ 10-12/ 1-12/ 1-12/
EUR million 2009 2008 2009 2008
NET SALES 161.5 213.6 673.5 821.7
Other operating income 0.3 6.1 0.8 6.6
Share of associated companies' results -0.1 0.0 0.5 2.2
Materials and supplies -2.2 -3.7 -7.0 -15.3
External charges, subconsulting -26.8 -28.8 -90.6 -101.0
Personnel expenses -93.3 -113.6 -401.5 -433.8
Depreciation -2.0 -2.6 -8.2 -9.0
Other operating expenses -36.7 -44.3 -155.9 -170.8
OPERATING PROFIT 0.7 26.7 11.6 100.6
Proportion of net sales, % 0.4 12.5 1.7 12.2
Financial income 0.8 2.3 5.0 6.3
Financial expenses -1.3 -1.8 -5.6 -3.5
Exchange rate differences 1.0 -0.2 1.4 -0.1
Value decrease on non-current investment 0.0 -0.1 0.0 -0.1
PROFIT BEFORE TAXES 1.2 26.9 12.4 103.2
Proportion of net sales, % 0.7 12.6 1.8 12.6
Income taxes 0.2 -6.6 -4.4 -30.6
NET PROFIT FOR THE PERIOD 1.4 20.3 8.0 72.6
OTHER COMPREHENSIVE INCOME
Translation differences 2.2 -6.4 4.2 -8.5
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3.6 13.9 12.2 64.1
Net profit attributable to:
Equity holders of the parent company 1.0 19.8 6.5 70.8
Minority interest 0.4 0.5 1.5 1.8
Total comprehensive income attributable to:
Equity holders of the parent company 3.2 13.4 10.7 62.3
Minority interest 0.4 0.5 1.5 1.8
Earnings/share, attributable to the equity
holders of the parent company, EUR 0.02 0.34 0.11 1.21
Corrected with dilution effect 0.02 0.34 0.11 1.19
STATEMENT OF FINANCIAL POSITION
EUR million 31 Dec. 2009 31 Dec. 2008
ASSETS
NON-CURRENT ASSETS
Goodwill 101.3 95.9
Intangible assets 5.4 6.2
Tangible assets 16.6 18.8
Shares in associated companies 5.5 5.8
Other shares 1.9 1.7
Loans receivable 1.5 0.1
Deferred tax receivables 9.5 6.2
Pension receivables 0.3 0.3
Other 7.5 5.0
Total 149.5 140.0
CURRENT ASSETS
Work in progress 78.8 69.3
Accounts receivable 127.3 143.5
Loans receivable 0.1 0.8
Other receivables 7.5 10.3
Prepaid expenses and accrued income 10.2 12.7
Financial assets at fair value through
profit and loss 27.9 0.0
Cash and cash equivalents 114.1 203.7
Total 365.9 440.3
TOTAL 515.4 580.3
EQUITY AND LIABILITIES
EQUITY
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF
THE PARENT COMPANY
Share capital 14.6 14.6
Share premium reserve 0.0 32.4
Legal reserve 2.9 20.5
Invested free equity reserve 56.6 5.8
Translation difference -18.2 -22.4
Retained earnings 120.2 152.5
Total 176.0 203.4
Minority interest 8.0 7.7
Total 184.0 211.1
LIABILITIES
NON-CURRENT LIABILITIES
Interest bearing non-current liabilities 101.3 100.8
Pension obligations 7.4 6.7
Deferred tax liability 1.7 4.7
Other non-current liabilities 2.3 5.0
Total 112.7 117.2
CURRENT LIABILITIES
Amortisations of interest bearing non-current
liabilities 19.8 20.5
Interest bearing current liabilities 1.7 1.2
Provisions 8.3 5.8
Project advances 66.0 73.6
Accounts payable 21.5 21.8
Other current liabilities 29.3 43.0
Current tax payable 4.2 3.6
Accrued expenses and deferred income 68.0 82.5
Total 218.8 252.0
TOTAL 515.4 580.3
STATEMENT OF CASH FLOWS 10-12/ 10-12/ 1-12/ 1-12/
EUR million 2009 2008 2009 2008
FROM OPERATING ACTIVITIES
Net profit for the period 1.4 20.3 8.0 72.6
Expenses from share-based incentive
programmes 0.2 0.4 1.2 1.2
Depreciation and value decrease 2.0 2.7 8.2 9.1
Gain on sale of fixed assets 0.0 -6.3 0.0 -6.3
Share of associated companies' results 0.8 0.6 0.2 -1.6
Financial income and expenses -0.5 -0.1 -0.8 -2.5
Income taxes -0.2 6.6 4.4 30.6
Change in work in progress 7.7 12.3 -9.5 -4.8
Change in accounts and other receivables 8.3 3.9 18.3 1.9
Change in advances received 6.8 2.5 -7.6 -23.7
Change in payables and other liabilities -0.1 -5.9 -16.9 7.4
Received financial income 1.8 2.2 5.0 6.2
Paid financial expenses -2.7 -1.4 -5.7 -3.0
Paid income taxes 0.8 -5.8 -15.2 -30.5
Total from operating activities 26.3 32.0 -10.4 56.6
CAPITAL EXPENDITURE
Investments in shares in subsidiaries
deducted with cash acquired -0.4 -3.4 -10.6 -8.7
Investments in other shares -0.2 0.0 -0.2 0.0
Investments in fixed assets -0.9 -2.9 -4.7 -10.7
Sales of shares in associated companies 0.0 6.9 0.0 6.9
Sales of other shares 0.0 -0.3 0.0 0.4
Sales of fixed assets -0.1 0.1 0.3 1.2
Capital expenditure total, net -1.6 0.4 -15.2 -10.9
Net cash before financing 24.7 32.4 -25.6 45.7
FINANCING
New loans 0.0 97.7 20.0 118.2
Repayments of loans -9.4 -0.8 -20.5 -2.6
Change in current financing -0.5 -7.6 0.7 -3.7
Dividends -0.3 0.0 -39.0 -39.1
Acquisitions of own shares 0.0 0.0 -1.9 -5.9
Share subscription 0.3 0.4 0.4 1.2
Net cash from financing -9.9 89.7 -40.3 68.1
Change in cash and cash equivalents and
in other liquid assets 14.8 122.1 -65.9 113.8
Cash and cash equivalents and other liquid
assets at the beginning of the period 128.9 88.1 203.7 98.7
Change in the fair value of financial assets -0.5 0.0 0.1 0.0
Impact of translation differences in
exchange rates -1.2 -6.5 4.1 -8.8
Cash and cash equivalents and other liquid
assets 31 December 142.0 203.7 142.0 203.7
Financial assets at fair value through
profit and loss 27.9 0.0 27.9 0.0
Cash and cash equivalents 114.1 203.7 114.1 203.7
Cash and cash equivalents and other liquid
assets 142.0 203.7 142.0 203.7
CHANGES IN EQUITY
Inves-
Share ted
pre- free Trans- Re- Minor-
Share mium Legal equity lation tained ity
cap- re- re- re- differ- earn- inter- Total
EUR million ital serve serve serve ences ings Total est equity
Equity
1 Oct. 2008 14.6 32.4 20.2 5.4 -16.0 132.5 189.1 7.4 196.5
Shares sub-
scribed with
stock options 0.4 0.0 0.4 0.4
Payment of
dividend 0.0 0.0 0.0
Acquisition
of own shares 0.0 0.0 0.0
Transfer, re-
tained earnings 0.3 -0.3 0.0 0.0
Expenses from
share-based
incentive
programmes 0.4 0.4 0.4
Comprehensive
income for
the period -6.4 19.8 13.4 0.4 13.8
Changes for
the period 0.0 0.0 0.3 0.4 -6.4 19.9 14.2 0.4 14.6
Equity
31 Dec. 2008 14.6 32.4 20.5 5.8 -22.4 152.4 203.4 7.7 211.1
Equity
1 Jan. 2008 14.6 32.4 19.5 4.6 -13.9 125.4 182.6 6.9 189.5
Shares sub-
scribed with
stock options 1.2 1.2 1.2
Payment of
dividend -38.0 -38.0 -1.0 -39.0
Acquisition
of own shares -5.9 -5.9 -5.9
Transfer, re-
tained earnings 1.0 -1.0 0.0 0.0
Expenses from
share-based
incentive
programmes 1.2 1.2 1.2
Minority change -0.1 -0.1 0.1 0.0
Comprehensive
income for
the period -8.5 70.8 62.3 1.7 64.1
Changes for
the period 0.0 0.0 1.0 1.2 -8.5 27.0 20.7 0.8 21.6
Equity
31 Dec. 2008 14.6 32.4 20.5 5.8 -22.4 152.5 203.4 7.7 211.1
Equity
1 Oct. 2009 14.6 0.0 2.9 56.3 -20.5 118.8 172.0 7.6 179.5
Shares sub-
scribed with
stock options 0.3 0.3 0.3
Payment of
dividend 0.0 0.1 0.1
Acquisition
of own shares 0.0 0.0
Transfer to
invested free
equity reserve 0.0 0.0
Transfer, re-
tained earnings 0.0 0.0
Expenses from
share-based
incentive
programmes 0.2 0.2 0.2
Minority change 0.1 0.1 0.1
Comprehensive
income for the
period 2.2 1.0 3.2 0.4 3.6
Changes for
the period 0.0 0.0 0.0 0.3 2.2 1.3 3.8 0.5 4.3
Equity
31 Dec. 2009 14.6 0.0 2.9 56.6 -18.2 120.2 176.0 8.0 184.0
Equity
1 Jan. 2009 14.6 32.4 20.5 5.8 -22.4 152.5 203.4 7.7 211.1
Shares sub-
scribed with
stock options 0.4 0.4 0.4
Payment of
dividend -37.9 -37.9 -1.1 -39.0
Acquisition
of own shares -1.9 -1.9 -1.9
Transfer to
invested free
equity reserve -32.4 -18.0 50.4 0.0 0.0
Transfer, re-
tained earnings 0.3 -0.3 0.0 0.0
Expenses from
share-based
incentive
programmes 1.2 1.2 1.2
Minority change 0.1 0.1 -0.1 0.0
Comprehensive
income for the
period 4.2 6.5 10.7 1.5 12.2
Changes for
the period 0.0 -32.4 -17.7 50.8 4.2 -32.3 -27.4 0.3 -27.1
Equity
31 Dec. 2009 14.6 0.0 2.8 56.6 -18.2 120.2 176.0 8.0 184.0
PROFITABILITY AND OTHER KEY FIGURES 10-12/ 10-12/ 1-12/ 1-12/
2009 2008 2009 2008
Return on investment, % 5.3 45.4
Return on equity, % 4.1 38.7
Equity ratio, % 40.9 41.7
Equity/assets ratio, % 35.7 36.4
Net debt/equity ratio (gearing), % -10.5 -38.5
Net debt, EUR million -19.3 -81.2
Current ratio 1.7 1.7
Consulting and engineering, EUR million 483.6 538.6
EPC, EUR million 2.1 0.5
Order stock total, EUR million 485.7 539.1
Capital expenditure, operating
EUR million 1.0 2.9 4.8 10.7
Proportion of net sales, % 0.6 1.4 0.7 1.3
Capital expenditure in shares,
EUR million 0.8 3.6 5.0 8.9
Proportion of net sales, % 0.5 1.7 0.7 1.1
Personnel in group companies on average 7052 7702
Personnel in associated companies on average 142 267
Personnel in group companies at year-end 6530 7924
Personnel in associated companies at year-end 141 142
KEY FIGURES FOR THE SHARES 10-12/ 10-12/ 1-12/ 1-12/
2009 2008 2009 2008
Earnings/share, EUR 0.02 0.34 0.11 1.21
Diluted 0.02 0.34 0.11 1.19
Shareholders' equity/share, EUR 2.98 3.45
Dividend, EUR million 5.9 1) 38.0
Dividend/share, EUR 0.10 1) 0.65
Dividend/earnings, % 90.9 1) 53.7
Effective return on dividend, % 0.9 1) 8.3
Price/earnings multiple 101.5 6.5
Issue-adjusted trading prices, EUR
Average trading price 9.78 13.86
Highest trading price 13.17 18.34
Lowest trading price 7.55 6.90
Closing price at year-end 11.17 7.82
Total market value of shares,
outstanding shares, EUR million 654.5 457.3
own shares, EUR million 4.2 3.1
Trading volume of shares
Shares, 1000 20 556 17 420
Proportion of total volume, % 35.1 29.8
Issue-adjusted number of outstanding
shares, 1000
On average 58 509 58 540
At year-end 58 971 58 879
1) Board of Directors' proposal.
CHANGE IN INTANGIBLE ASSETS 10-12/ 10-12/ 1-12/ 1-12/
EUR million 2009 2008 2009 2008
Book value at beginning of period 5.3 6.4 6.2 6.6
Acquired companies 0.0 0.7 0 0.7
Capital expenditure 0.5 -0.4 1.2 1.4
Decreases 0.0 0.0 0.0 0.0
Depreciation -0.5 -0.7 -2.2 -2.5
Translation difference 0.1 0.2 0.2 0.0
Book value at end of period 5.4 6.2 5.4 6.2
Change in tangible assets
Book value at beginning of period 17.3 18.6 18.8 17.8
Acquired companies 0.0 0.0 0.0 0.7
Capital expenditure 0.3 3.3 3.4 9.3
Decreases 0.0 -1.1 -0.4 -2.2
Depreciation -1.5 -2.0 -6.0 -6.6
Translation difference 0.5 0.0 0.8 -0.2
Book value at end of period 16.6 18.8 16.6 18.8
CONTINGENT LIABILITIES 1-12/ 1-12/
EUR million 2009 2008
Other obligations
Pledged assets 2.0 0.1
Project and other guarantees 55.0 45.2
Claims and litigations 3.0 0.0
Total 60.0 45.3
For other parties
Pledged assets 0.0 0.1
Other obligations 0.1 0.1
Total 0.1 0.2
Rent and lease obligations 111.0 118.2
Project guarantees are normal undertakings related to project business, for
example bid bonds or performance guarantees.
Claims and litigations: Given the nature of Pöyry's operations, claims are
made against Group companies from time to time based on several grounds. These
claims lead seldom to litigation. The risk related to existing claims is
considered immaterial on Group level taken into consideration the size of
Pöyry's operations, the grounds and amounts of the claims, the applicable
contractual terms, the issued expert opinions and the Group's insurance cover.
Respectively, Group companies at times need to raise claims against clients
and sub-contractors. During the financial year one material tax claim has been
raised against a Group company, which relates to events prior to Pöyry's
ownership in the company. According to expert opinions it is unlikely that the
claim would lead to material consequences to Pöyry on Group level.
RELATED PARTY
TRANSACTIONS
To the related parties of Pöyry Group belong the
subsidiaries
and the associated companies, the Board of Directors, the
President and CEO, the Deputy to the President and CEO
and
the members of the Group Executive Committee. Furthermore
Corbis S.A. belongs to the related parties.
Employee benefits for the Board of Directors, the
President
and CEO, the Deputy to the President and CEO and the
members
of the Group Executive Committee
Salaries, bonuses and other short-term
employee benefits 3.4 4.9
Shareholding and option rights of related parties, option
programme 2004
The members of the Board of Directors, the President and
CEO,
the Deputy to the President and CEO and the members of
the
Group Executive Committee owned on 31 December 2009 a
total
of 179 676 shares and 108 227 stock options (on 31
December
2008 a total of 167 437 shares and 150 679 stock options
2004). With the stock options the shareholding can be
increased by 432 908 shares equalling 0.7 per cent of the
total number of shares and votes.
Performance share plan
2008-2010
In December 2007 the Board of Directors of Pöyry PLC
approved
a share-based incentive plan for key personnel. The plan
includes three earning periods which are the calendar
years 2008, 2009 and 2010.
The option programme 2004 and the performance share plan
2008-2010 are described in the Board of Directors'
report.
Own shares
As at end 2009 Pöyry PLC held 377 157 own shares
corresponding to 0.6 per cent of the total number of
shares.
Transactions with the associated
companies
The transactions with the associated companies are
determined
on an arm's length basis.
Sales to associated
companies 0.1 0.3
Loans receivable from associated
companies 0.1 0.1
Accounts receivable from associated
companies 0.0 0.0
OPERATING SEGMENTS 1-12/ 1-12/
EUR million 2009 2008
NET SALES
Energy 215.6 241.3
Forest Industry 175.8 294.5
Transportation 118.5 105.5
Water & Environment 86.5 87.6
Construction Services 79.0 92.8
Unallocated -1.9 0.0
Total 673.5 821.7
OPERATING PROFIT AND NET PROFIT FOR
THE PERIOD
EUR million, proportion of net sales % % %
Energy 9.1 4.2 32.0 13.2
Forest Industry -14.7 -8.4 50.8 17.2
Transportation 9.4 7.9 9.2 8.7
Water & Environment 4.9 5.7 4.2 4.8
Construction Services 6.5 8.3 9.9 10.7
Unallocated -3.6 -5.5
OPERATING PROFIT TOTAL 11.6 1.7 100.6 12.2
Financial income and expenses 0.8 2.6
PROFIT BEFORE TAXES 12.4 103.2
Income taxes -4.4 -30.6
NET PROFIT FOR THE PERIOD 8.0 72.6
Attributable to:
Equity holders of the parent company 6.5 70.8
Minority interest 1.5 1.8
ORDER STOCK
Energy 181.9 196.4
Forest Industry 45.3 86.3
Transportation 158.4 130.9
Water & Environment 62.3 76.8
Construction Services 37.5 48.3
Unallocated 0.3 0.4
Total 485.7 539.1
Consulting and engineering 483.6 538.6
EPC 2.1 0.5
Total 485.7 539.1
GEOGRAPHICAL SEGMENTS
The Nordic countries 194.4 234.3
Other Europe 323.7 363.1
Asia 54.7 72.6
North America 20.0 27.7
South America 50.3 89.5
Other 30.4 34.5
Total 673.5 821.7
PERSONNEL
Energy 1 621 1 870
Forest Industry 1 887 2 917
Transportation 1 162 1 073
Water & Environment 908 976
Construction Services 831 971
Unallocated 121 117
Total 6 530 7 924
OPERATING SEGMENTS
EUR million 1-3/09 4-6/09 7-9/09 10-12/09
NET SALES
Energy 59.5 52.9 48.7 54.5
Forest Industry 53.8 48.7 35.2 38.1
Transportation 30.8 29.0 28.5 30.2
Water & Environment 21.0 22.0 20.6 22.9
Construction Services 22.2 20.7 16.8 19.3
Unallocated 0.5 0.7 0.4 -3.5
Total 187.8 174.0 150.2 161.5
OPERATING PROFIT
Energy 4.1 2.5 0.6 1.9
Forest Industry -2.8 -2.2 -4.0 -5.7
Transportation 2.5 2.0 2.6 2.3
Water & Environment 0.8 1.5 1.1 1.5
Construction Services 1.7 1.6 1.4 1.8
Unallocated -1.1 -0.8 -0.6 -1.1
OPERATING PROFIT TOTAL 5.2 4.6 1.1 0.7
Financial income and expenses 1.1 -0.5 -0.3 0.5
PROFIT BEFORE TAXES 6.3 4.1 0.8 1.2
Income taxes -2.0 -1.8 -0.8 0.2
NET PROFIT FOR THE PERIOD 4.3 2.3 0.0 1.4
Attributable to:
Equity holders of the parent company 3.8 2.1 -0.4 1.0
Minority interest 0.5 0.2 0.4 0.4
OPERATING PROFIT %
Energy 6.9 4.7 1.2 3.5
Forest Industry -5.2 -4.5 -11.4 -15.0
Transportation 8.0 6.9 9.1 7.6
Water & Environment 3.8 6.8 5.3 6.6
Construction Services 7.5 7.7 8.3 9.3
Group 2.8 2.6 0.7 0.4
ORDER STOCK
Energy 195.2 190.9 186.3 181.9
Forest Industry 71.7 63.4 54.4 45.3
Transportation 151.8 157.0 163.1 158.4
Water & Environment 78.8 75.5 69.0 62.3
Construction Services 48.3 46.1 41.0 37.5
Unallocated 0.6 1.2 0.1 0.3
Total 546.4 534.1 513.9 485.7
Consulting and engineering 539.8 530.7 510.8 483.6
EPC 6.6 3.4 3.1 2.1
Total 546.4 534.1 513.9 485.7
OPERATING SEGMENTS
EUR million 1-3/08 4-6/08 7-9/08 10-12/08
NET SALES
Energy 58.1 62.1 56.8 64.3
Forest Industry 70.8 81.9 69.3 72.5
Transportation 23.7 26.5 26.3 29.0
Water & Environment 20.3 21.6 20.3 25.4
Construction Services 22.9 25.4 20.6 23.9
Unallocated 0.4 0.5 0.6 -1.5
Total 196.2 218.0 193.9 213.6
OPERATING PROFIT
Energy 5.6 8.3 6.3 11.8
Forest Industry 11.7 16.9 12.7 9.5
Transportation 2.1 1.4 2.4 3.3
Water & Environment 0.7 1.4 0.3 1.8
Construction Services 2.7 3.4 1.9 1.9
Unallocated -0.8 -1.4 -1.7 -1.6
OPERATING PROFIT TOTAL 22.0 30.0 21.9 26.7
Financial income and expenses 0.6 0.5 1.3 0.2
PROFIT BEFORE TAXES 22.6 30.5 23.2 26.9
Income taxes -7.1 -9.4 -7.5 -6.6
NET PROFIT FOR THE PERIOD 15.5 21.1 15.7 20.3
Attributable to:
Equity holders of the parent company 15.1 20.5 15.4 19.8
Minority interest 0.4 0.6 0.3 0.5
OPERATING PROFIT %
Energy 9.6 13.4 11.1 18.4
Forest Industry 16.5 20.6 18.3 13.1
Transportation 8.9 5.3 9.1 11.3
Water & Environment 3.4 6.5 1.5 7.3
Construction Services 11.8 13.4 9.2 8.1
OPERATING PROFIT TOTAL 11.2 13.8 11.3 12.5
ORDER STOCK
Energy 205.8 195.8 216.1 196.4
Forest Industry 133.0 123.3 116.3 86.3
Transportation 113.1 114.5 130.3 130.9
Water & Environment 74.7 75.0 78.3 76.8
Construction Services 47.3 46.7 53.1 48.3
Unallocated 0.4 0.4 0.4 0.4
Total 574.3 555.7 594.5 539.1
Consulting and engineering 568.5 551.5 592.5 538.6
EPC 5.8 4.2 2.0 0.5
Total 574.3 555.7 594.5 539.1
ACQUISITIONS
ACQUISITIONS DURING 2009 Acquisition Acquired
Name and business date interest, %
Aquarius International Consultants Pty Ltd 14 May 2009 100
The company is one of Australia's leading
independent offshore engineering and marine
consulting firm and is highly respected in the
offshore oil and gas industry. The company is
based in Perth, Australia, employing ten
persons.
The company has been consolidated into Pöyry as
of 1 May 2009.
ACQUISITIONS DURING 2008 Acquisition Acquired
Name and business date interest, %
Arket Oy 7 May 2008 100
The company specialises in architectural design
services for healthcare, office, retail and
industrial buildings. The company is based in
Espoo, Finland employing nine persons.
The company has been merged with Pöyry
Architects Oy.
Geopale Oy 12 May 2008 100
The company specialises in bedrock core
drillings. The company is based in Jyväskylä,
Finland employing 14 persons.
The company has been merged with Pöyry
Environment Oy, which has been merged with Pöyry
Finland Oy.
Consilier Construct S.R.L. 27 May 2008 100
The company focuses on the transportation market
in particular on the road and rail sector. The
company is based in Bucharest in Romania and has
a staff of 220.
ETT Proyectos S.L. 1 October 2008 100
The company provides engineering and consultancy
services in the rail sector, including both
conventional rail systems as well as high-speed
rail systems. The company is based in Madrid,
Spain and has a staff of 45.
Kündig & Partner AG 3 December 2008 100
The company is specialised in HVAC building
services, and brings in a focus on complex and
sophisticated sanitary designs of hospitals and
laboratory facilities. The company is based in
Bern, Switzerland and has a staff of 10.
The company has been merged with Pöyry Infra AG.
Shanghai Kang Dao Construction Company Ltd 2008 100
1 March 2009
The company is primarily engaged in project
management for industrial and commercial real
estate development and construction projects.
The company is based in Shanghai, China and has
a staff of 27.
The acquisition was completed in March 2009 and
included in Pöyry Group from the beginning of
March 2009.
Aggregate figures for the above acquisitions
EUR million 2009 2008
Purchase price
Fixed price, paid 4.2 8.8
Earnout estimate 0.0 0.2
Fees 0.0 0.1
Total 4.2 9.1
Price allocation 0.2 4.7
Equity 0.0 0.0
Fair value adjustments:
Client relationship 0.0 0.0
Order stock 0.0 0.0
Total 0.2 4.7
Remaining = goodwill 4.0 4.4
Market leadership, experienced management and staff,
and earnings expectations are factors contributing to
the amount booked as goodwill.
Impact on the Pöyry Group's income statement
Operating profit from acquisition date to
31 December 2009/2008 0.0 1.8
Sales volume on a 12-month calendar year basis 3.0 17.4
Operating profit on 12-month calendar year basis 0.7 2.4
Impact on the Pöyry Group's number of personnel 37 328
Impact on the Pöyry Group's assets and
liabilities
EUR million
2009 2008
Book Book
values values
at Fair Adjus- at Fair Adjus-
acqui- value ted acqui- value ted
sition adjust- IFRS sition adjust- IFRS
date ments values date ments values
Intangible assets 0.0 0.0 0.0 0.1 0.1
Tangible assets 0.0 0.0 0.0 0.8 0.1 0.9
Work in progress 0.0 0.0 0.0 0.9 0.6 1.5
Accounts receivable 0.2 0.0 0.2 4.6 4.6
Other receivables 0.0 0.0 0.0 1.6 -0.2 1.4
Cash and cash
equivalents 0.2 0.0 0.2 2.5 2.5
Assets total 0.4 0.0 0.4 10.5 0.5 11.0
Interest bearing
liabilities 0.0 0.0 0.5 0.5
Project advances 0.0 0.0 0.0 0
Accounts payable 0.0 0.0 1.7 1.7
Other current
liabilities 0.2 0.0 0.2 3.4 0.7 4.1
Liabilities total 0.2 0.0 0.2 5.6 0.7 6.3
Net identifiable assets
and
liabilities 0.2 0.0 0.2 4.9 -0.2 4.7
Total cost of business
combinations 4.2 9.1
Goodwill 4.0 4.4
Consideration paid,
satisfied in cash 4.2 8.8
Cash acquired 0.2 2.5
Net cash outflow 4.0 6.3
Based on the purchase agreements the companies acquired during the year are
consolidated 100% into the Pöyry Group as of the end of the month when
acquired.
[HUG#1379395]
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