PÖYRY PLC Stock Exchange Notice
February 2, 2007 at 8.30 a.m.
PÖYRY PLCS NOTICE CONCERNING ANNUAL ACCOUNTS FOR 2006
Earnings per share for the financial year were EUR 0.58. The return on
investment exceeded the strategic target, amounting to 31.1 per cent.
The consolidated balance sheet structure is good; the net debt/equity
ratio (gearing) was 37.6 per cent. The order stock increased to EUR
507.6 million at the end of the year. The Board of Directors proposes to
the Annual General Meeting that a dividend of EUR 0.50 per share be
paid.
Consolidated earnings and balance sheet
The world economy continued to develop favourably in 2006. Economic
prospects for 2007 are also mostly favourable. The good economic
development has boosted investment activity practically all over the
world.
As a result of improved demand, the Pöyry Groups strong market position
and the streamlining of its operations, consolidated net sales increased
to EUR 623.3 million and profit before taxes improved clearly during the
year under review. Profit before taxes was EUR 50.2 (38.6 in the
previous year) million. The net profit for the period was EUR 34.8
(26.3) million. Earnings per share improved by 28.9 per cent during the
year to EUR 0.58 (0.45).
The target for the Groups return on investment is 20 per cent; in 2006
the return on investment was 31.1 (25.8) per cent.
The consolidated balance sheet structure is healthy. The equity ratio is
49.2 (49.8) per cent. The Groups liquidity is good. The net debt/equity
ratio (gearing) was 37.6 (-36.1) per cent.
The Groups order stock increased during the financial year. At the end
of the year it amounted to EUR 507.6 (452.1) million.
Prospects
The Pöyry Group has a strong market position in all of its business
areas. The order stock grew clearly during 2006 and the balance sheet
position remained good. Consolidated net sales will grow during 2007.
Consolidated profit before taxes are expected to improve in 2007.
The Auditors Report is dated February 1, 2007.
Dividend
The Board of Directors of Pöyry Plc proposes to the Annual General
Meeting on March 5, 2007 that a dividend of EUR 0.50 (0.325) per share
be paid for the year 2006. The dividend will be payable on March 15,
2007.
Annual General Meeting
Pöyry Plcs Annual General Meeting will be held on March 5, 2007 at the
Pöyry House, Vantaa, Finland. The invitation to the Annual General
Meeting will be published in its entirety as a separate notice on
February 2, 2007 at 9.00 a.m.
Enclosures
Board of Directors Report, January 1 December 31, 2006
Consolidated statement of income, balance sheet, statement of changes in
financial position, changes in equity and liabilities
Key figures
PÖYRY PLC
Erkki Pehu-Lehtonen Teuvo Salminen
President and CEO Deputy to the President and CEO
Additional information by:
Erkki Pehu-Lehtonen, President and CEO, Pöyry Plc
Tel. +358 10 33 22999, +358 400 468 084
Teuvo Salminen, Deputy to the President and CEO, Pöyry Plc
Tel. +358 10 33 22872, +358 400 420 285
Satu Perälampi, Investor Relations Manager, Pöyry Plc
Tel. +358 10 33 23002, +358 40 526 3388
www.poyry.com
DISTRIBUTION:
Helsinki Stock Exchange
Major Media
PÖYRY GROUP
BOARD OF DIRECTORS REPORT, JANUARY 1 DECEMBER 31, 2006
Consolidated earnings and balance sheet
The world economy continued to develop favourably in 2006. Economic
prospects for 2007 are also mostly favourable. The good economic
development has boosted investment activity practically all over the
world.
As a result of improved demand, the Pöyry Groups strong market position
and the streamlining of its operations, consolidated net sales increased
to EUR 623.3 million and profit before taxes improved clearly during the
year under review. Profit before taxes was EUR 50.2 (38.6 in the
previous year) million, which equals 8.1 per cent of net sales. The net
profit for the period was EUR 34.8 (26.3) million. Earnings per share
improved by 28.9 per cent during the year to EUR 0.58 (0.45). The Group
aims for an improvement in earnings per share averaging 15 per cent a
year.
The target for the Groups return on investment is 20 per cent; in 2006
the return on investment was 31.1 (25.8) per cent.
The consolidated balance sheet structure is healthy. The equity ratio is
49.2 (49.8) per cent. The Groups liquidity is good. At the end of the
year, the Groups cash and cash equivalents amounted to EUR 74.9 (64.5)
million. Interest-bearing debts totalled EUR 13.6 (10.7) million. The
net debt/equity ratio (gearing) was 37.6 (-36.1) per cent.
At the beginning of 2006, the Pöyry Group expected profit before taxes
for the year under review to improve compared with 2005. In the interim
report for the third quarter the earnings estimate was raised and
earnings were forecast to improve clearly. The improvement in earnings
was primarily due to better demand, successful integration and
favourable earnings development of mergers and acquisitions implemented
in 2005 and 2006, and improved internal efficiency, mostly in the use of
Group resources and in project implementation.
Key figures, 2006 2005 2004
EUR million
Net sales 623.3 523.6 473.9
Profit before taxes 50.2 38.6 30.9
Profit for the year, of which 34.8 26.3 20.9
attributable to equity holders 33.6 25.9 19.7
of the parent company
Earnings/share, EUR 0.58 0.45 0.36
Return on investment, % 31.1 25.8 21.4
Equity ratio 49.2 49.8 51.2
Cash and cash equivalents 74.9 64.5 62.2
Interest-bearing debts 13.6 10.7 12.2
Gearing, % -37.6 -36.1 -37.4
Common Pöyry brand adopted
The extraordinary General Meeting on March 28, 2006 decided to change
the companys business name to Pöyry Plc (Pöyry Oyj in Finnish). The
change was entered into the Trade Register on April 3, 2006.
During 2006, all Pöyry business groups and units adopted the common
Pöyry brand. Following this change, all Group companies were given new
names beginning with Pöyry and they now operate under the common brand
in all markets.
The objective of this change was to bring together the resources of the
Groups extensive office network and to concentrate all communications
clearly and efficiently under one brand. In addition to supporting the
Groups growth targets, the new brand also supports the Global Network
Company concept and increases the companys international recognition.
Business groups
The parent company of the Pöyry Group is Pöyry Plc. The parent company
is responsible for developing the Groups strategy and for supervising
its implementation, for financing, for exploiting synergistic benefits
and for general co-ordination of the Groups operations. The parent
company has charged service fees for general administration and parent
company costs to the business groups. The relative share charged is
derived from the business groups payroll costs.
The Pöyry Groups business operations are conducted through three
business groups: Energy, Forest Industry, and Infrastructure &
Environment. The business groups are globally responsible for their
operations. All three business groups offer a full range of consulting,
investment planning and implementation, maintenance planning and
operations improvement services to their clients, covering the entire
lifecycle of their business.
Energy
The brisk activity in world energy markets continued during 2006. The
higher price of crude oil and environmental considerations attracted
growing attention to new sources of energy, so energy producers have
started to contemplate alternative sources of energy. The
internationalisation of the energy sector continued, as did the
liberalisation of energy markets. As markets open up, competition will
increase, which raises energy companies return-on-investment
requirements. The restructuring of the energy sector continued and oil
and gas companies expanded their power production. In Europe, the
liberalisation of energy markets and the more diversified energy supply
resulted in increased demand for energy-related management consulting
services. The Energy business group continued to strengthen its global
market position and local presence during the year.
The Energy business groups net sales in 2006 were EUR 197.4 million.
Operating profit improved clearly during 2006, amounting to EUR 14.6
million. The increase in operating profit was due to improved demand for
services in all business areas. In addition, acquisitions contributed to
the business groups operating profit and relative profitability. The
business group continued to streamline its business area-based
organisation, which resulted in improved capacity utilisation.
The order stock remained good, amounting to EUR 204.9 (195.2) million at
the end of the year. The most important new projects were the hydropower
plant contract with Verbund Austrian Hydro Power in Austria (EUR 13
million); the power plant engineering contract with EGL Group in Italy
(EUR 7.3 million); the hydropower plant contract with SouthEast Asia
Energy Limited in Laos (EUR 8.9 million); the hydropower plant contract
with Hochtief Glendoe Joint Venture in the United Kingdom (EUR 5
million); and the sea water cooling project for Qatar Petroleum in Qatar
(EUR 17 million).
Energy, EUR million 2006 2005 2004
Net sales 197,4 160,0 146,5
Operating profit 14,6 9,1 7,0
Operating profit, % 7,4 5,7 4,8
Order stock 204,9 195,2 171,8
Personnel at year-end 1692 1463 1485
Forest Industry
The challenging business conditions in the pulp and paper industry
continued during 2006, especially in Europe and North America. Efforts
to improve the efficiency of operations continued and several paper
machines, pulp production lines and even entire mills were shut down.
Only a few new investments and major modernisation projects were
launched during the year. In spite of improved demand and slightly
higher prices, the industrys earnings were depressed by rising energy
prices, higher raw material costs and non-recurring rationalisation
expenses. The brisk investment activity in Asia and South America
continued.
In spite of the challenging market conditions, the Forest Industry
business group managed to maintain its position in the market, while
increasing its net sales and operating profit. Net sales for 2006
amounted to EUR 224.9 million and operating profit was EUR 22.9 million.
Factors contributing to the favourable profit development included
global networking of the companys resources, local presence in the most
important emerging markets, effectively implemented projects and
increased demand for management consulting services. Investments in the
chemical industry, demand for local services also in other process
industries, and new biofuel projects, especially in North America,
contributed to the favourable development.
The order stock grew to EUR 111.4 (97.3) million at the end of 2006. The
biggest new assignments received included engineering and project
services for Solvay S.A.s hydrogen peroxide plant in Belgium;
engineering services for the expansion of Aracruz Celulose S/As pulp
mill in Brazil and the engineering and project management services for
Klabin S/As new board mill, also in Brazil (EUR 20 million);
engineering and site services for Kemira Plcs new chemical plant in
Uruguay; and engineering services for UPM Corporations new recovery
line in Finland. Among new operations improvement and modernisation
projects the most important were the transfer of Norske Skogindustrier
ASs Union TMP plant in Norway and the rebuild of USG Corporations
board machine in the United States.
Forest Industry, EUR million 2006 2005 2004
Net sales 224.9 199.3 186.3
Operating profit 22.9 19.7 17.2
Operating profit, % 10.2 9.9 9.2
Order stock 111.4 97.3 82.5
Personnel at year-end 2418 2123 2077
Infrastructure & Environment
Demand for infrastructure- and environment-related services strengthened
during 2006. Maintaining a local presence became more important for
project development in all market areas. Demand for consulting and
engineering services in public-sector rail bound traffic projects
continued to grow, especially in Asia and Latin America. Activities in
the water and environment sector increased in Latin America, while
remaining stable in other markets. The increased frequency of climatic
disturbances added to the importance of flood control in many regions of
the world. Demand for real estate services showed the strongest growth
in Russia and the Baltic region. On the other hand, some projects were
postponed because of overheated demand. The business groups market
position continued to strengthen in local and international markets.
As a result of increased demand for the business groups services and
streamlining of its operations, net sales and operating profit increased
during the year. Net sales for 2006 were EUR 201.8 million and operating
profit EUR 13.0 million. Operating profit improved clearly, especially
due to several new assignments in the rail bound traffic market in Latin
America and the resultant good staff capacity utilisation. Strong growth
for real estate services supported the earnings development.
The order stock increased during the year to EUR 191.0 (159.5) million.
The most important new projects were the light rail transport system
project for Metro de Maracaibo C.A. in Venezuela (EUR 13.1 and EUR 8.0
million); construction supervision for the high-speed railway project of
Zhengzhou-Xian Passenger Dedicated Line Company Ltd in China (EUR 2.6
million); and the continuation of implementation services to C.A. Metro
de Valencia for line No. 1 of the light rail system of the city of
Valencia, Venezuela (EUR 12.6 million).
Infrastructure & Environment, 2006 2005 2004
EUR million
Net sales 201.8 164.9 142.1
Operating profit 13.0 9.2 7.0
Operating profit, % 6.4 5.6 4.9
Order stock 191.0 159.5 118.8
Personnel at year-end 2207 1979 1715
Development of Group structure
The Pöyry Groups clients are globalising and consolidating their
operations. Through its comprehensive global network of offices the
Group serves its clients as an adviser and project implementation
specialist, globally and locally. The Pöyry Groups local network of
offices offers clients a good alternative for outsourcing their internal
engineering services. The Group is actively expanding its office
network. The Group also intends to expand its technology and know-how
base by acquiring technology leaders within its main business sectors.
These companies expertise can also be efficiently marketed via the
Groups global network of offices.
To improve the Groups relative profitability, operations are being
increasingly focused on consulting and engineering services. Turnkey
project operations have been reduced and earnings targets for individual
turnkey projects have also been raised. Turnkey projects are only
undertaken by the Energy business group and the objective is to keep
their volume below 30 per cent of the business groups net sales. This
equals about 1015 per cent of the Groups consolidated net sales.
Acquisitions
Energy
The Energy business group expanded its global presence in the oil and
gas engineering and consulting sector by acquiring in May IGL
Consultants Ltd, headquartered in Aberdeen, Scotland. The companys main
operational bases are in Aberdeen (UK), Stavanger (Norway), Perth
(Australia) and Kuala Lumpur (Malaysia), and at the time of the
acquisition it had 117 employees. The company specialises in
engineering, operations support and expert consulting services. It has a
wide client base including international and national oil companies and
independents. IGLs net sales for 2006 were EUR 15 million. IGL
Consultants has been consolidated into the Pöyry Group as of May 2006.
The business group expanded its management consulting business in
October by acquiring Convergence Utility Consultants Ltd, headquartered
in Switzerland. The merger represented an excellent strategic fit,
strengthening Pöyrys position as the biggest consultant in the European
energy market. Convergences main operational bases are in Dusseldorf,
Milan, Paris, Warsaw and Zurich and it has 70 employees. Convergence is
a business strategy and economics consulting firm serving utility
companies, regulators and energy-sector institutions. Its service
portfolio covers a broad spectrum relating to producers, network
carriers, retailers and suppliers. The companys net sales for 2006
amounted to EUR 10 million. Convergence Utility Consultants has been
consolidated into the Pöyry Group as of October 2006.
The business group aims to expand its network of local offices in Europe
and Asia. In addition, the business group intends to expand its
technological expertise, especially in the areas of renewable energy,
management consulting, oil and gas reserves, and environmental
protection.
Forest Industry
Pöyry Civil Oy acquired, in February, 100 per cent of the shares of
Salminen & Sorasalmi Oy of Espoo, Finland. The companys net sales are
EUR 0.7 million. Salminen & Sorasalmi strengthens the structural
engineering operations of Pöyry Civil Oy and broadens its business in
Russia and the Baltic countries. Salminen & Sorasalmi was merged into
Pöyry Civil Oy on September 30, 2006. In addition, Pöyry Civil Oy
acquired in June the entire share capital of TH Consulting Oy, a
structural design firm based in Espoo, Finland. The companys net sales
are EUR 0.4 million.
Pöyrys Forest Industry business group formed, in March, a joint venture
with the Shandong Light Industry Design Institute to provide detail
engineering services in China. The joint venture, named Pöyry Shandong
Engineering Consulting Co. Ltd, is 70 per cent owned by Pöyry. The
company is based in Jinan, Shandong Province in Eastern China, and has a
staff of about 100. The joint venture is a major step in strengthening
Pöyrys local engineering presence in China, building on the existing
operations in Shanghai and Beijing.
The business groups office network will be expanded in the next few
years in line with market developments. The expansion is likely to take
place primarily in emerging markets, where investment activity is
expected to grow, and partly in Europe and North America, where local
services are required for rebuilds and maintenance engineering.
Infrastructure & Environment
Pöyry Environment Oy in February acquired 100 per cent of the shares of
Savon Tekmi Oy, based in Kuopio, Finland. Savon Tekmi Oy has net sales
of EUR 0.9 million. The acquisition strengthens Pöyrys local operations
in eastern Finland. Savon Tekmi Oy specialises in geotechnical,
foundation and municipal engineering. It also has expertise in surveying
and in planning, and in research related to contaminated soils. Savon
Tekmi Oy was merged into Pöyry Environment Oy on September 30, 2006.
The business group increased, in August, its ownership in Entec A.S.,
Estonia. Pöyry Environment Oys ownership increased from 42 per cent to
67 per cent of Entecs shares. The transaction strengthens Pöyrys
position in the Estonian engineering services market. Entec A.S.
specialises in consulting and engineering services in the fields of
water supply, community planning, municipal engineering, waste
management, environmental consulting and contaminated soils. The company
has a leading position in its own business sector in Estonia. Entec has
net sales of about EUR 1 million and a staff of 30.
The business group aims to expand its network of local offices in Europe
and Asia.
Order stock
The Groups order stock increased during the financial year. At the end
of 2006, the order stock totalled EUR 507.6 million, compared with EUR
452.1 million at the end of 2005. The order stock of the consulting and
engineering business increased by 72.7 million during the year.
The share of consulting services and operation and maintenance services
of the order stock has increased. Assignments in these areas are short-
term and are partly booked under net sales without being recorded in the
order stock.
Pöyrys Forest Industry business group entered, in December 2006, into
an agreement with Chamflora - Três Lagoas Agroflorestal Ltda regarding
the implementation of a greenfield bleached kraft pulp mill in the state
of Mato Grosso do Sul in Brazil. In the agreement Pöyry is designated as
the supplier of overall project management as well as engineering,
procurement, and construction management services for the pulp mill
project. The final price is dependent on the scope of the services but
is estimated to be no less than USD 50 million. A separate stock
exchange notice will be released when the agreement has been signed and
the project recorded in the order stock.
Order stock, EUR million 2006 2005 2004
Consulting and engineering 500.8 428.1 359.3
EPC 6.8 24.0 13.9
Order stock, total 507.6 452.1 373.2
Human resources
Personnel structure
The total number of personnel in the Group increased during 2006. The
Group had an average of 6038 employees during the year, which is 11.3
per cent more than in 2005. The number of personnel increased the most
outside Western Europe. Mergers and acquisitions added 220 employees to
the total. Of the total personnel, 5514 were employed in operative
project work.
Personnel, average 2006 2005 2004
Operative personnel 5514 4936 4778
Administrative personnel 524 487 441
Personnel, total 6038 5423 5219
Salaries and bonuses
Salaries and bonuses in the Pöyry Group are determined on the basis of
collective and individual agreements, the employees performance and the
required qualification level. Supplementing the basic salary, the Group
has implemented a bonus scheme which is primarily aimed at Group
companies management. In addition, separately agreed bonus schemes were
implemented in selected projects. In 2006, salaries paid totalled EUR
273.4 million, of which profit bonuses accounted for EUR 11.1 million.
Salaries and bonuses, EUR 2006 2005 2004
million
Salaries and remunerations 262.3 223.6 210.5
Profit bonuses 11.1 9.3 7.8
Salaries and bonuses, total 273.4 232.9 218.3
Human resources management
The future path of human resources functions was determined on the basis
of a Group-wide review completed during 2006. Based on this review,
Pöyrys HR functions will be strengthened both globally and locally. In
the autumn of 2006 the Group Vice President, Human Resources was
employed and appointed member of the Group Executive Committee, with
responsibility for finalising the HR development plan and putting it
into practice. The executive committees of the business groups will also
be complemented with human resources managers.
Operating principles will be enhanced in 2007 by intensifying the co-
operation within the Groups HR network and by developing joint
operating models. The objective of these efforts is to create a
professionally ever-more skilled, business-oriented and closely co-
operating HR service organisation. Guidelines for competence development
are defined as a part of the strategy process. This ensures that the
Pöyry Groups competences will develop in accordance with is varying
business needs.
Research and development
The Pöyry Groups research and development co-operation committee
consists of representatives of the business groups, IT staff and the
companys management. Its main objectives are to promote internal
research and development, to assist in obtaining supplementary financing
and engaging clients in development processes, and to keep the research
and development focus on the Groups objectives.
The Pöyry Group is engaged in hundreds of research and development
projects each year, relying on the expertise, experience and
innovativeness of its employees. Research and development efforts are
conducted in partnership with clients and research institutions, often
in an interdisciplinary manner, making use of the Groups technical and
technological expertise to improve the competitiveness of the Group and
its clients.
The income and expenses attributable to research and development are
mostly part of the Groups client work and cannot therefore be defined
in exact monetary terms. The income and expenses have been taken into
account in the statement of income for the financial year.
Capital expenditure and depreciation
The Groups capital expenditure totalled EUR 37.7 million, of which EUR
9.8 million mainly consisted of computer software, systems and hardware
and EUR 27.9 was due to business acquisitions.
Capital expenditure and 2006 2005 2004
depreciation, EUR million
Capital expenditure, operative 9.8 8.0 7.3
Capital expenditure, shares 27.9 17.8 11.4
Capital expenditure, total 37.7 25.8 18.7
Depreciation 7.8 7.9 9.1
Financing
The Groups liquidity remained good during the financial year. At the
end of the year, the Groups cash and cash equivalents totalled EUR 74.9
(64.5) million. Interest-bearing debts amounted to EUR 13.6 (10.7)
million. The net debt/equity ratio (gearing) was 37.6 (-36.1) per cent,
which was clearly better than the target of keeping gearing below 30 per
cent.
Financing, EUR million 2006 2005 2004
Cash and cash equivalents 74.9 64.5 62.2
Interest-bearing debts 13.6 10.7 12.2
Unutilised credit facilities 25.3 31.1 30.7
Gearing, % -37.6 -36.1 -37.4
Cash flow before financing 26.4 18.6 20.0
Assessment of operational risks and uncertainties
In the Pöyry Group risks are managed in accordance with the Groups risk
management policy and instructions. The various risks related to the
Groups business operations are being monitored in line with a risk
classification of external and internal risks. Internal risks include
strategic and operational risks, and financing risks. If realised,
identified risks could have a material negative impact on Pöyrys
business operations, earnings, financial position or reputation. All
identified major risks have been quantified and qualified and measures
defined for managing them. The effectiveness of risk management actions
is being regularly audited in the Group. The most significant risks
identified in the group-wide risk management process of 2006 are
described in the following.
External risks
With the exception of the risk related to the general economic
development, no major external risks were identified in the risk
management process of 2006.
Strategic risks
Pöyrys most significant strategic risks are related to business
development and to the adoption of the one-brand strategy.
The most significant strategic risks related to business development
consist of risks concerned with company acquisitions, and the
establishment of operations in new markets. Risks related to
acquisitions are managed by complying with Pöyrys acquisition policy,
and the operating procedures and models prepared on the basis of it. To
manage the risks related to establishment in new markets, a market-
specific strategy has been prepared for new market areas.
The Group adopted a one-brand strategy during the year. The risks
related to the Groups reputation and international recognition arising
from the one-brand strategy are addressed by introducing brand
management procedures, which are currently under preparation, and by
adhering to scrupulous business practices, as stipulated in the Groups
operating guidelines.
Operational risks
Pöyrys most significant operational risks are related to its
assignments and staff.
Pöyrys assignments involve a risk that the service or work performed
contains a professional error, oversight or some other undesirable
effect, which causes a significant economic or other liability. The
following procedures are designed to manage these risks:
- adhering to quality systems, operating procedures and approval
procedures
- appointing a supervisory body for major projects
- training project managers and staff for project management and project
administration tasks
- complying with instructions for the processing of proposals and
contracts, especially with a view to limiting contractual liabilities.
However, the instructions for limiting contractual liabilities cannot
always be taken into account particularly in dealing with public-sector
clients
- maintaining a group-wide liability insurance programme to cover
liability risks related to project work. Insurances do not, however,
cover all liability risks
Pöyrys business success depends on its professional staff. The business
requires that key staff stays with the Group and that staff with new
competences is recruited according to need. The Global Network Company
concept also requires a uniform management culture and uniform business
practices. To identify the various risks in these areas, an external
consultant has conducted a review of human resources functions and
related risks. The Group Vice President, Human Resources is responsible
for the planning and implementation of group-wide human resources
processes, and for the recruitment of new human resources staff.
Financial risks
Political-risk countries in some of the markets where Pöyry is doing
business involve a risk of income and capital losses. These risks are
alleviated as far as possible by employing front-loaded payment
schedules, and by effective collection of outstanding receivables and
repatriation of funds. Project-related currency and tax risks are
managed with the aid of various operating procedures and regular
compliance checks.
Realisation of risks, court processes
No such risks, court processes, other legal proceedings or actions by
authorities were realised in the risk management process during 2006
which would have had a material significance for the Group.
Share capital and shares
The total number of shares at the end of 2005 was 14 545 036. The Annual
General Meeting on March 7, 2006 decided to increase the number of
shares in proportion to the ownership of the shareholders, without
increasing the share capital ("share split"). The share split was
realised so that all shares of the company with an accounting par value
of EUR 1.00 were split so that each share entitled to four (4) new
shares with an accounting par value of EUR 0.25 each. The share split
was registered in the Trade Register on March 13, 2006. As a result, the
total number of shares in the company quadrupled from 14 545 036 to
58 180 144 shares. The share capital remained unchanged at EUR
14 545 036. The new shares created through the share split were
available for public trading on the Helsinki Stock Exchange as of March
14, 2006.
The companys own shares
The Annual General Meeting authorised the Board of Directors to acquire
and convey the companys own shares to a maximum of 1 400 000 shares (no
more than 5 600 000 new shares after the share split). The Board has not
exercised the authorisations. The authorisations are in force until
March 7, 2007.
Shares can be acquired with funds distributable as profit. The shares
will be acquired in order to strengthen the companys capital structure
and also to be used as compensation in business acquisitions or in
acquisition of assets related to the companys business.
Authorisation to issue new shares
The Annual General Meeting on March 7, 2006 authorised the Board of
Directors to decide on an increase in the share capital by a new issue
and/or by taking a convertible loan and/or by issuing option rights so
that based on the new issue, the convertible bonds and the option rights
the share capital can be increased by a maximum of EUR 2.8 million by
issuing for subscription 2.8 million new shares (no more than 11.2
million after the share split). The authorisation is in force until
March 7, 2007.
Bond loan with warrants and stock options
Pöyry Plc issued in 2004 stock options to the management of the Group as
well as to a wholly-owned subsidiary of Pöyry Plc. According to the
original terms, the stock options entitle to subscription of a maximum
of 550 000 shares in Pöyry Plc, and each stock option entitles the
holder to subscribe one share in the company.
Because of the share split, the Annual General Meeting decided on March
7, 2006 to amend the terms and conditions of the stock options issued in
2004 accordingly. Each stock option will entitle the holder to subscribe
four (4) shares in the company with an accounting par value of EUR 0.25
each, with the total subscription price remaining unchanged.
The share subscription periods are the following: for 660 000 shares
(after the share split) between March 1, 2007 and March 31, 2010, for
660 000 shares (after the share split) between March 1, 2008 and March
31, 2011, and for 880 000 shares (after the share split) between March
1, 2009 and March 31, 2012. All stock options have been issued and their
receipt confirmed.
Board of Directors proposal
The Board of Directors of Pöyry Plc proposes to the Annual General
Meeting on March 5, 2007 that a dividend of EUR 0.50 (0.325) per share
be paid for the year 2006, totalling EUR 29.1 million. The proposed
dividend corresponds to 86.2 (72.2) per cent of the earnings per share
for the financial year. The dividend will be payable on March 15, 2007.
Board of Directors and President
Members of the Board of Directors of Pöyry Plc elected in the Annual
General Meeting are Henrik Ehrnrooth (Chairman), Heikki Lehtonen (Vice
Chairman), Pekka Ala-Pietilä, Matti Lehti, Harri Piehl, Karen de Segundo
and Franz Steinegger.
President and CEO of the company is Mr Erkki Pehu-Lehtonen, M.Sc. (Eng.)
and Deputy to the President and CEO is Mr Teuvo Salminen, M.Sc. (Econ.).
Auditors
Auditors have been KPMG Oy Ab, Authorised Public Accountants, with Mr
Sixten Nyman, Authorised Public Accountant, as responsible auditor.
Prospects
The world economy was in a good phase in 2006. Prospects for 2007 are
also mostly favourable and the economic growth is expected to continue.
The Pöyry Group has strengthened its market position in recent years.
The Groups order stock increased by EUR 55.6 million during the
financial year, amounting to EUR 507.6 million. The order stock is
normal in terms of its price level and risk profile. The Groups balance
sheet position and liquidity are also good.
Energy
The good performance of Southeast Asian, Latin American and European
economies, combined with the expansion of the EU, creates favourable
conditions for growth of demand for energy-related services. The EUs
expanding energy legislation is boosting demand for industry-specific
management consulting services in the energy sector. In addition,
environmental legislation adds to the demand for services related to
renewable energy and power plant modernisations. The high price of crude
oil is not expected to decline significantly, which continues to foster
new business opportunities in the oil and gas sectors. To secure the
availability of energy, energy companies will continue to focus on
diversifying the energy supply. The Energy business group has
strengthened its market position and it has a good order stock. The
business groups operating profit will improve in 2007.
Forest Industry
Demand for engineering services is not expected to change materially
during 2007. Pulp mill investments continue in South America and Asia.
Paper machine investments will be directed to the emerging markets of
Asia and to economies in transition, such as Russia and eastern Europe.
Some replacement investments are also being developed in industrialised
countries. Demand for engineering and local services is boosted by new
investments in biofuels and chemical industry. Rising production costs
require further production efficiency and productivity improvements in
mature markets. Industry restructurings will increase demand for
consulting and investment banking services. The Forest Industry business
groups operating profit will remain stable in 2007, barring a major
change in the world pulp and paper industrys economic cycle.
Infrastructure & Environment
The Infrastructure & Environment business groups demand prospects for
2007 are stable. Western Europes steady economic growth is expected to
continue. The business groups efforts to expand its operations will
continue to be focused on eastern Europe and other emerging markets.
International financing institutions will increase their funding to
environmental projects, especially in Asia and Africa. The strengthening
of the business groups position in Latin America creates new business
opportunities in these markets. Responding to tougher price competition
both locally and internationally, the business group is sharpening the
focus of its product and service portfolio. The business groups order
stock has grown and its market position is good. The Infrastructure &
Environment business groups operating profit will improve in 2007.
Group
The Pöyry Group has a strong market position in all of its business
areas. The order stock grew clearly during 2006 and the balance sheet
position remained good. Consolidated net sales will grow during 2007.
Consolidated profit before taxes are expected to improve in 2007.
PÖYRY GROUP
STATEMENT OF INCOME
EUR million 2006 2005
NET SALES 623.3 523.6
Other operating income 0.3 0.8
Share of associated
companies' results + 1.2 + 0.8
Materials and supplies - 24.0 - 19.1
External charges, subconsulting - 73.2 - 56.0
Personnel expenses - 327.7 - 283.2
Depreciation - 7.8 - 7.9
Other operating expenses - 142.2 - 121.8
OPERATING PROFIT 49.9 37.2
Proportion of net sales, % 8.0 7.1
Dividend income + 0.0 + 0.2
Interest income and other financial
income + 2.3 + 2.0
Interest and other financial expenses - 1.2 - 0.6
Exchange rate differences - 0.8 + 0.3
Value decrease - 0.0 - 0.5
PROFIT BEFORE TAXES 50.2 38.6
Income taxes - 15.4 - 12.3
NET PROFIT FOR THE PERIOD 34.8 26.3
Attributable to:
Equity holders of the parent company 33.6 25.9
Minority interest 1.2 0.4
Earnings/share for profit attributable to
the equity holders of the parent company, EUR 0.58 0.45
Corrected with dilution effect 0.57 0.45
BALANCE SHEET
EUR million 2006 2005
ASSETS
NON-CURRENT ASSETS
Goodwill 61.4 42.4
Intangible assets 7.9 8.5
Tangible assets 17.0 15.2
Shares in associated companies 5.0 4.3
Other shares 6.7 7.3
Loans receivable 0.6 1.1
Deferred tax receivables 5.8 6.5
Pension receivables 3.1 4.3
Other 9.0 9.4
Total 116.5 99.0
CURRENT ASSETS
Work in progress 52.7 56.6
Accounts receivable 134.2 108.1
Loans receivable 0.6 0.4
Other receivables 21.9 21.2
Cash and cash equivalents 74.9 64.5
Total 284.3 250.8
TOTAL 400.8 349.8
EQUITY AND LIABILITIES
EQUITY
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT COMPANY
Share capital 14.5 14.5
Share premium reserve 31.5 31.5
Legal reserve 19.1 18.6
Translation difference - 10.9 - 8.6
Retained earnings 102.6 88.1
Total 156.8 144.2
Minority interest 6.1 4.7
Total 162.9 148.9
LIABILITIES
NON-CURRENT LIABILITIES
Interest bearing non-current liabilities 4.2 6.8
Pension liabilities 6.9 6.8
Deferred tax liability 3.3 2.9
Other non-current liabilities 3.4 7.7
Total 17.8 24.2
CURRENT LIABILITIES
Amortisations of interest bearing
non-current liabilities 2.7 2.6
Interest bearing current liabilities 6.6 1.3
Provisions 3.7 3.4
Project advances 70.0 51.0
Accounts payable 25.1 18.8
Other current liabilities 112.0 99.6
Total 220.1 176.7
TOTAL 400.8 349.8
STATEMENT OF CHANGES IN FINANCIAL POSITION
EUR million 2006 2005
FROM OPERATING ACTIVITIES
Net profit for the period 34.8 26.3
Depreciation and value decrease + 7.8 + 8.4
Gain on sale of fixed assets - 0.1 - 0.1
Share of associated companies' results - 1.2 - 0.8
Financial items - 0.3 - 1.9
Income taxes + 15.4 + 12.3
Change in work in progress + 3.9 - 3.5
Change in accounts and other receivables - 25.5 - 4.2
Change in advances received + 18.9 - 3.3
Change in payables and other liabilities + 15.5 + 14.9
Received financial income + 1.9 + 1.8
Paid financial expenses - 0.4 - 0.8
Paid taxes - 13.1 - 11.3
Total from operating activities + 57.6 + 37.8
CAPITAL EXPENDITURE
Investments in shares in subsidiaries - 22.4 - 10.4
Investments in other shares - 0.0 - 2.7
Investments in fixed assets - 9.8 - 8.0
Sales of other shares + 0.5 + 1.1
Sales of fixed assets + 0.5 + 0.8
Capital expenditure total, net - 31.2 - 19.2
Net cash before financing + 26.4 + 18.6
FINANCING
Repayments of loans - 2.5 - 2.6
Change in current financing + 5.4 + 1.0
Change in non-current investments + 0.5 - 0.1
Dividends - 19.4 - 17.1
Share subscription + 0.0 + 2.5
Net cash from financing - 16.0 - 16.3
Change in liquid assets + 10.4 + 2.3
Liquid assets January 1 64.5 62.2
Liquid assets December 31 74.9 64.5
CHANGES IN EQUITY, EUR million 2006 2005
Share capital beginning of period 14.5 14.1
Shares subscribed with warrants 0.0 0.4
Share capital end of period 14.5 14.5
Share premium reserve beginning of period 31.5 28.4
Shares subscribed with warrants 0.0 2.1
Minority change 0.0 1.0
Share premium reserve end of period 31.5 31.5
Legal reserve beginning of period 18.6 18.2
Transfer, retained earnings 0.5 0.5
Legal reserve beginning of period 19.1 18.6
Translation differences beginning of - 8.6 - 10.6
period
Change during the period - 2.3 2.1
Translation differences end of period - 10.9 - 8.6
Retained earnings beginning of period 88.1 76.5
Payment of dividend - 18.9 - 16.9
Minority change - 0.2 1.8
Transfer, retained earnings - 0.5 - 0.5
Other changes + 0.8 + 0.8
Translation differences included
in the result - 0.2 + 0.5
Net profit for the period 33.6 25.9
Retained earnings end of period 102.6 88.1
Minority interest beginning of period 4.7 7.1
Change during the period + 0.2 - 2.8
Net profit for the period 1.2 0.4
Minority interest end of period 6.1 4.7
Total equity beginning of period 148.9 133.7
Payment of dividend - 18.9 - 16.9
Shares subscribed with warrants 0.0 2.5
Other changes 0.8 0.8
Translation differences - 2.3 2.1
Translation difference included
in the result - 0.2 0.5
Net profit for the period 34.8 26.3
Total equity end of period 162.9 148.9
PROFITABILITY AND OTHER KEY FIGURES 2006 2005
Return on investment, % 31.1 25.8
Return on equity, % 22.3 18.6
Equity ratio, % 49.2 49.8
Equity/assets ratio, % 40.7 42.8
Net debt/equity ratio (gearing), % -37.6 -36.1
Net debt, EUR million -61.3 -53.8
Current ratio 1.3 1.4
Consulting and engineering, EUR million 500.8 428.1
EPC projects, EUR million 6.8 24.0
Order stock total, EUR million 507.6 452.1
Capital expenditure, operating, EUR million 9.8 8.0
Proportion of net sales, % 1.6 1.5
Capital expenditure in shares, EUR million 27.9 17.8
Proportion of net sales, % 4.5 3.4
Personnel in group companies on average 6038 5423
Personnel in associated companies on average 251 249
Personnel in group companies at year-end 6389 5608
Personnel in associated companies at year-end 236 248
KEY FIGURES FOR THE SHARES 2006 2005
Earnings/share, EUR 0.58 0.45
Shareholders' equity/share, EUR 2.70 2.48
Dividend, EUR million 29.1 1) 18.9
Dividend/share, EUR 0.50 1) 0.325
Dividend/earnings, % 86.2 72.2
Effective return on dividend, % 4.2 4.1
Price/earnings multiple 20.3 17.7
Issue-adjusted trading prices, EUR
Average trading price 9.15 6.71
Highest trading price 12.61 8.50
Lowest trading price 7.65 5.55
Closing price at year-end 11.80 7.97
Total market value of shares,
outstanding shares, EUR million 686.5 463.4
Trading volume of shares
Shares, 1000 23 581 20 340
Proportion of total volume, % 40.5 35.4
Issue-adjusted number of outstanding shares, 1000
On average 58 180 57 468
At year-end 58 180 58 180
1) Board of Directors' proposal.
CONTINGENT LIABILITIES, EUR million 2006 2005
For own debts 0.0 0.0
Other obligations
Pledged assets 0.5 0.4
Other obligations 46.4 51.7
Total 46.9 52.1
For associated companies 0.0 0.0
For others
Pledged assets 0.1 0.0
Rent and leasing obligations 107.0 108.7
BUSINESS SEGMENTS, EUR million 2006 2005
NET SALES
Energy 197.4 160.0
Forest Industry 224.9 199.3
Infrastructure & Environment 201.8 164.9
Unallocated -0.8 -0.6
Total 623.3 523.6
OPERATING PROFIT AND NET PROFIT FOR THE PERIOD
EUR million/proportion of net sales, % % %
Energy 14.6 7.4 9.1 5.7
Forest Industry 22.9 10.2 19.7 9.9
Infrastructure & Environment 13.0 6.4 9.2 5.6
Unallocated -0.6 -0.8
OPERATING PROFIT TOTAL 49.9 8.0 37.2 7.1
Financial items 0.3 1.4
PROFIT BEFORE TAXES 50.2 38.6
Income taxes -15.4 -12.3
NET PROFIT FOR THE PERIOD 34.8 26.3
Attributable to:
Equity holders of the parent company 33.6 25.9
Minority interest 1.2 0.4
ORDER STOCK
Energy 204.9 195.2
Forest Industry 111.4 97.3
Infrastructure & Environment 191.0 159.5
Unallocated 0.3 0.1
Total 507.6 452.1
Consulting and engineering 500.8 428.1
EPC 6.8 24.0
Total 507.6 452.1
GEOGRAPHICAL SEGMENTS
The Nordic countries 154.6 137.1
Europe 277.3 229.2
Asia 79.5 72.5
North America 26.6 18.1
South America 63.9 43.7
Other 21.4 23.0
Total 623.3 523.6
PERSONNEL
Energy 1692 1463
Forest Industry 2418 2123
Infrastructure & Environment 2207 1979
Unallocated 72 43
Total December 31 6389 5608
BUSINESS SEGMENTS, EUR million 1-3/06 4-6/06 7-9/06 10-12/06
NET SALES
Energy 42.8 45.6 49.1 59.9
Forest Industry 52.8 57.0 54.8 60.3
Infrastructure & Environment 48.3 50.7 48.7 54.1
Unallocated 0.1 0.6 0.4 -1.9
Total 144.0 153.9 153.0 172.4
OPERATING PROFIT AND NET PROFIT FOR THE PERIOD
Energy 3.2 3.3 3.7 4.4
Forest Industry 4.4 4.6 6.4 7.5
Infrastructure & Environment 3.3 2.8 3.4 3.5
Unallocated -0.7 -0.4 -0.3 0.8
OPERATING PROFIT TOTAL 10.2 10.3 13.2 16.2
Financial items 0.3 0.1 0.0 -0.1
PROFIT BEFORE TAXES 10.5 10.4 13.2 16.1
Income taxes -3.5 -3.2 -4.2 -4.5
NET PROFIT FOR THE PERIOD 7.0 7.2 9.0 11.6
Attibutable to:
Equity holders of the parent company 6.9 6.9 8.6 11.2
Minority interest 0.1 0.3 0.4 0.4
OPERATING PROFIT %
Energy 7.5 7.2 7.5 7.3
Forest Industry 8.3 8.1 11.7 12.4
Infrastructure & Environment 6.8 5.5 7.0 6.5
OPERATING PROFIT TOTAL 7.1 6.7 8.6 9.4
ORDER STOCK
Energy 220.0 237.1 222.6 204.9
Forest Industry 111.4 109.1 111.0 111.4
Infrastructure & Environment 187.6 185.3 183.7 191.0
Unallocated 0.1 0.0 0.0 0.3
Total 519.1 531.5 517.3 507.6
Consulting and engineering 496.9 514.0 502.1 500.8
EPC 22.2 17.5 15.2 6.8
Total 519.1 531.5 517.3 507.6
BUSINESS SEGMENTS, EUR million 1-3/05 4-6/05 7-9/05 10-12/05
NET SALES
Energy 37.8 39.3 37.4 45.5
Forest Industry 50.0 51.5 47.4 50.4
Infrastructure & Environment 35.7 39.2 39.7 50.3
Unallocated -0.2 -0.1 0.6 -0.9
Total 123.3 129.9 125.1 145.3
OPERATING PROFIT AND NET PROFIT FOR THE PERIOD
Energy 2.0 2.1 1.8 3.2
Forest Industry 4.1 4.7 5.9 5.0
Infrastructure & Environment 1.3 2.6 2.3 3.0
Unallocated -0.2 -0.5 -0.2 0.1
OPERATING PROFIT TOTAL 7.2 8.9 9.8 11.3
Financial items 0.3 0.1 0.6 0.4
PROFIT BEFORE TAXES 7.5 9.0 10.4 11.7
Income taxes -2.5 -2.8 -3.2 -3.8
NET PROFIT FOR THE PERIOD 5.0 6.2 7.2 7.9
Attibutable to:
Equity holders of the parent company 4.7 6.1 7.4 7.7
Minority interest 0.3 0.1 -0.2 0.2
OPERATING PROFIT %
Energy 5.3 5.3 4.8 7.0
Forest Industry 8.2 9.1 12.4 9.9
Infrastructure & Environment 3.6 6.6 5.8 6.0
OPERATING PROFIT TOTAL 5.8 6.9 7.8 7.8
ORDER STOCK
Energy 167.1 203.4 197.6 195.2
Forest Industry 82.5 79.6 78.3 97.3
Infrastructure & Environment 127.0 121.1 144.2 159.5
Unallocated 0.3 0.2 0.2 0.1
Total 376.9 404.3 420.3 452.1
Consulting and engineering 366.7 367.4 388.1 428.1
EPC 10.2 36.9 32.2 24.0
Total 376.9 404.3 420.3 452.1