- The Tulikivi Group’s third-quarter sales were EUR 13.5 million (EUR 16.6 million, 7-9/2008) and result before taxes was EUR 0.4 (1.0) million. - The Group’s sales during the period were EUR 37.5 million (EUR 48.2 million, 1-9/2008) and result before taxes was a loss of EUR -3.5 (+1.2) million. Earnings per share amounted to EUR -0.08 (0.02). Cash flow from operating activities was EUR -0.6 (+3.3) million. - Order books at the end of the period were at EUR 6.0 (7.2) million. - The Group’s financial position is good and the equity ratio was 40.8% (43.5%) - Net sales are expected to fall well below that of last year and the result for the year will be in the red, in spite of the improvement in profitability.
Managing Director's comments:
“The measures implemented in the programme to centralise Group functions and improve profitability improved the company’s profitability as planned during the third quarter.
In Finland, consumer interest in our fireplace products clearly increased. After last winter’s ‘shock phase’, consumers have once again started to plan and implement building projects. In Finland operations are focused on the further development of the distribution network and services.
The autumn season for fireplace sales is late in Central Europe.
Long-term demand for lining stone is helping to widen the customer base.
Demand for natural stone products has been clearly weaker than it was the previous year.
The company’s profitability will further improve as the market conditions develop positively.”
Segment reporting Since the beginning of 2009, the Group's operating segments have been the Fireplaces Business and the Natural Stone Products Business. The Fireplaces Business includes soapstone and ceramic fireplaces sold under the Tulikivi and Kermansavi brands, their accessories, utility ceramics and fireplace lining stones. The Natural Stone Products Business includes interior decoration stone products for households and stone deliveries to construction sites. Expenses not allocated to a Segment are included under Other items, which also includes financial costs and taxes.
Net sales and result The net sales of the Tulikivi Group were EUR 37.5 million (EUR 48.2 million in January – September 2008). The net sales of the Fireplaces Business was EUR 33.4 (42.1) million and of the Natural Stone Business EUR 4.1 (6.1 million). The decrease in the net sales of the Fireplaces Business was mainly a result of declining sales of fireplaces in Finland and its neighbouring regions.
Exports accounted for EUR 18.9 (21.5) million, or 50.4 (44.5) per cent, of total net sales. Finnish sales were 18.6 (26.7) million. The largest countries for exports were France, Germany and Belgium.
At the operating profit level, the Group posted a loss of EUR -2.7 (+1.9) million. In accordance with the Group’s segment reporting, the Fireplaces Business had an operating result of EUR -0.3 (+4.0) million, and the Natural Stone Products Business an operating result of EUR 0.0 (0.4) million, while other items’ expenses were EUR -2.4 (-2.5) million. The results for the Fireplaces Business were weakened by almost EUR 1 million in expenses arising from recognising a restructuring provision and by a write-down of EUR 0.2 million associated with the Kermansavi brand utility ceramics unit in the second quarter. The Group’s result before taxes was EUR -3.5 (+1.2) million and net losses were EUR -2.8 million (+0.9) million. Earnings per share were EUR -0.08 (0.02).
At the beginning of the year the Group launched a programme to centralise functions and improve profitability. The codetermination negotiations concluded in March led to 79 redundancies and 41 layoffs until further notice. The restructuring provision mentioned above, of which EUR 0.7 million has been used, was recognised for these measures. In addition to the restructuring provision, the restructuring will also result in approximately EUR 0.2 in further non-recurring expenses, which will be recorded in future periods.
The Group’s third-quarter sales were EUR 13.5 million (EUR 16.6 million in July-September 2008). Result before taxes was EUR 0.4 (1.0) million.
Financing and investments Cash flow from operating activities before investments was EUR - 0.6 (+3.3 million). The Group’s net financial expenses were EUR 0.8 (0.7) million. The equity ratio was 40.8 per cent (43.5 per cent at 30 September 2008). The ratio of interest bearing net debt to equity, or gearing, was 77.4 (66.9) per cent. The current ratio was 1.7 (1.7). The equity per share amounted to EUR 0.63 (0.72). The Group has a solid financial position. At the end of the review period, the Group’s cash assets were EUR 4.7 million (4.0) and undrawn credit facilities and unused credit limits amounted to EUR 9 million. The Group’s investments in production, quarrying and development were EUR 1.5 (1.8) million during the period. Research and development costs were EUR 1.0 (1.1) million. EUR 0.2 million of this amount was capitalized in the balance sheet. Combustion researchs and product conceptualisation have been continued in development operations.
Personnel The Group employed an average of 419 (569) people during the reporting period. Salaries and bonuses totalled EUR 11.6 (12.7) million.
The Tulikivi Group has an incentive plan that includes a share- based incentive plan for the managing director and key personnel and an incentive pay scheme for all personnel. The share-based incentive system was introduced in 2008 and has three earning periods, which are the calendar years 2008, 2009 and 2010. The maximum reward is 360 000 Tulikivi Corporation A shares and a cash payment corresponding to the value of the shares. The realized reward from the plan for the earning period 2008 was 9 800 A shares. A similar transfer of shares to key personnel took place in the review period. The maximum share reward for 2009 is 175 000 A shares and a cash payment corresponding to the value of the shares. A maximum of 40 000 A shares of this can go to the managing director. The share reward is based on the of the Group's profit after financial items and cash flow from operations. The incentive pay scheme is based on of the Group’s result and on the improvement of productivity, and the managing director and key persons also have personal targets in addition to this.
Resolutions of the Annual General Meeting Dividends Tulikivi Corporation´s Annual General Meeting, held on 31 March 2009, resolved to pay a dividend of EUR 0.0280 on Series A shares and EUR 0.0263 on Series K shares. The dividend was paid out on 14 April 2009.
Board of Directors, Managing Director and Auditors Tulikivi Corporation’s Annual General Meeting elected to the Board of Directors of the parent company and domestic business subsidiaries: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Markku Rönkkö, Maarit Toivanen-Koivisto, Heikki Vauhkonen and Matti Virtaala. The Board of Directors elected Matti Virtaala as Chairman from amongst its members. The auditor is KPMG Oy Ab, Authorized Public Accountants, Helsinki.
Authorisation to repurchase the company’s own shares The Annual General Meeting authorised the Board to acquire the company’s own shares as proposed by the Board.
Authorisation to decide on share issues and on transfer of the company’s own shares in the possession of the company and the right to issue special rights which give entitlement to shares as defined in Chapter 10, Article 1, of the Companies Act The Annual General Meeting authorised the Board of Directors to decide on issuing new shares and the transfer of the company’s own shares in the possession of the company as proposed by the Board. The authorization also includes the right to issue special rights, as defined in Chapter 10, Article 1, of the Companies Act, which entitle to subscribe for shares against payment or by setting off the receivable.
Treasury shares At the beginning of the period Tulikivi Corporation held a total of 74 000 and at the end of the period it held 124 200 of its own A series shares. During the period a further 60 000 A series shares in total were purchased at a total acquisition price of EUR 43 875, and 9 800 A series shares were assigned to key personnel according to the share-based incentive plan. During the period the average purchase price was EUR 0.73 per share. The purchase price was the share price at the time of purchase, which varied between EUR 0.68 – 0.83 per share during the purchase periods. The book value of the assigned shares was EUR 13 212 and the value for recipients was EUR 9 979, i.e. EUR 1.02 per share on average. The repurchased shares account for 0.2 per cent of all shares and 0.05 per cent of votes carried by shares. The number of shares in the company’s possession at the end of the period was 124 200 A shares which corresponds to 0.3 per cent of the company’s share capital and 0.1 of all voting rights. The repurchase of own shares and their partial assignment had no material impact on the division of shareholdings and voting rights in the company. The shares are repurchased for use as consideration in corporate acquisitions or other structural arrangements or to implement the share-based incentive system, to pay a share-based incentive or otherwise to be transferred or cancelled.
Risks and uncertainties
Sudden changes in the economy, a significant decline in consumer prices for energy and changes in state subsidies or regulations would weaken demand for fireplaces. The Group’s near-term risks mainly relate to the decline in demand for fireplace products.
According to the Group’s long-term risk assessment, its strategic risks concern, but are not limited to, changes in the Group’s operating environment, market situation and market position, and risks related to raw material reserves and legislative amendments. Operational risks are related to products, distribution channels and processes. For more information, see the 2008 Annual Report.
Future outlook Housing construction is still at a low level in many market-areas, but private house building is starting to increase in Finland. Net sales for the financial period are expected to fall well below that of last year. The centralisation and productivity improvement programme that is underway in the company will improve profitability in the latter half of the year. The result for the year will be in the red in spite of the improvement in profitability.
The order books at the end of the review period amounted to EUR 6.0 (7.2 on 30 September 2008 and 4.9 on 31 December 2008).
The strategic objectives set for the Tulikivi Group are: annual organic growth of 5 per cent in the long term, return on investment of over 20 per cent and the improvement of relative profitability by two percentage points per year. Sales growth, return on investment and the improvement of profitability will fall short of these objectives during the current year, mainly due to the decline in demand.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME MEUR 1-9/ 1-9/ Change,1-12/ 7-9/ 7-9/ Change 2009 2008 % 2008 2009 2008 %
Sales 37.5 48.2 -22.1 66.5 13.5 16.6 -18.5 Other operating income 0.5 0.6 0.7 0.1 0.2 Increase/decrease in inventories of finished goods and in work in progress -1.0 -0.9 -0.6 -0.4 -0.9 Production for own use 0.2 0.4 0.8 0.0 0.1 Raw materials and consumables 7.1 9.0 12.5 2.4 2.7 External services 5.3 7.4 10.0 1.9 2.7 Personnel expenses 14.7 16.6 23.1 4.1 4.9 Depreciation and amortisation 4.2 4.1 5.7 1.3 1.4 Other operating expenses 8.6 9.3 12.9 2.7 3.0
Operating profit/ oss -2.7 1.9 -240.5 3.2 0.6 1.4 -54.4 Percentage of sales -7.3 4.0 4.9 4.7 8.3 Financial incomes 0.1 0.1 0.2 0.0 0.0 Financial expenses -0.9 -0.8 -1.4 -0.3 -0.3 Share of the profit of associated company 0.0 0.0 0.0 0.0 0.0
Profit before income tax -3.5 1.2 -391.3 2.1 0.4 1.0 -62.3 Percentage of sales -0.9 2.5 3.1 2.9 6.3 Direct taxes 0.7 -0.3 -0.6 -0.1 -0.3
Profit/loss for the period -2.8 0.9 -422.2 1.4 0.3 0.8 -66.1
Other comprehensive income Interest rate swaps 0.0 -0.1 0.0 0.0 Translation differences -0,1 0.0 0.0 0.0 0.1
Total comprehensive Income for the period -2.9 0.9 -419.0 1.3 0.2 0.8 -70.7
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted -0.08 0.02 0.04 -0.02 0.02
CONSOLIDATED BALANCE SHEET MEUR 09/2009 09/2008 12/2008 ASSETS Non-current assets Property, plant and equipment Land 1.0 1.1 1.0 Buildings 7.6 8.2 8.0 Machinery and equipment 8.8 10.8 10.3 Other tangible assets 1.1 1.2 1.2 Intangible assets Goodwill 4.2 4.3 4.3 Other intangible assets 10.5 11.1 11.2 Investment properties 0.2 0.2 0.2 Available-for-sale investments 0.1 0.1 0.1 Receivables Deferred tax assets 1.5 0.9 0.9 Total non-current assets 35.0 37.9 37.2
Current assets Inventories 10.4 11.7 11.5 Trade receivables 6.1 6.9 5.3 Current income tax receivables 0.1 0.3 Other receivables 0.9 0.8 0.4 Cash and cash equivalents 4.7 4.0 11.7 Total current assets 22.2 23.7 28.9 Total assets 57.2 61.6 66.1
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 6.3 Share premium 7.4 7.4 7.4 Treasury shares -0.1 -0.1 Translation differences -0.1 -0.1 0.0 Revaluation reserve -0.1 -0.1 Retained earnings 9.9 13.2 13.7 Total equity 23.3 26.8 27.2 Non-current liabilities Deferred income tax liabilities 1.9 2.1 2.1 Provisions 0.9 0.9 0.9 Interest-bearing liabilities 18.0 17.7 21.6 Other liabilities 0.4 Total non-current liabilities 20.8 21.1 24.6
Current liabilities Trade and other payables 8.1 9.5 9.1 Current income tax liabilities 0.1 Current provisions 0.3 0.0 Short-term interest-bearing debt 4.7 4.2 5.1 Total current liabilities 13.1 13.7 14.3 Total liabilities 33.9 34.8 38.9 Total equity and liabilities 57.2 61.6 66.1
CONSOLIDATED CASH FLOW STATEMENT 01-09/ 01-09/ 01-12/ MEUR 2009 2008 2008
Cash flows from operating activities Profit for the period -2.8 0.9 1.4 Adjustments: Non-cash transactions 4.1 4.1 5.8 Interest expenses and interest income and taxes 0.1 1.0 1.8 Change in working capital -1.0 -1.4 0.2 Interest paid and received and taxes paid -1.0 -1.3 -1.6 Net cash flow from operating activities -0.6 3.3 7.6
Cash flows from investing activities Investment in property, plant and equipment and intangible assets -1.5 -1.8 -3.3 Grants received for investments and sales of property, plant and equipment 0.2 0.1 0.2 Net cash flow from investing activities -1.3 -1.7 -3.1
Cash flows from financing activities Proceeds from non-current and current borrowings 3.0 10.0 Repayment of non-current and current borrowings -4.0 -2.7 -4.9 Dividends paid treasury shares -1.1 -1.7 -1.7 Net cash flow from financing activities -5.1 -1.4 3.4
Change in cash and cash equivalents -7.0 0.2 7.9
Cash and cash equivalents at beginning of period 11.7 3.8 3.8 Cash and cash equivalents at end of period 4.7 4.0 11.7
STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans- Revalu- Trea- Re- Total capital premium lation ation sury tained fund diff. re- share earn- serve ings Equity Jan. 1, 2009 6.3 7.4 0.0 -0.1 -0.1 13.7 27.2 Total comprehensive income for the period -0.1 -2.8 -2.9 Dividends paid and treasury shares 0.0 -1.0 -1.0 Equity September 30, 2009 6.3 7.4 -0.1 -0.1 -0.1 9.9 23.3
Equity Jan. 1, 2008 6.3 7.4 -0.1 14.0 27.6 Total comprehensive income for the period 0.9 0.9 Dividends paid and treasury shares 0.0 -1.7 -1.7 Equity September 30, 2008 6.3 7.4 -0.1 0.0 0.0 13.2 26.8
BUSINESS SEGMENTS 1-9/ 1-9/ 1-12 MEUR 2009 2008 2008 Operating segments Sales 37.5 48.2 66.5 Fireplaces 33.4 42.1 58.5 Natural stone products 4.1 6.1 8.0 Other items - - -
Operating profit/loss -2.7 1.9 3.2 Fireplaces -0.3 4.0 6.1 Natural stone products 0.0 0.4 0.3 Other items -2.4 -2.5 -3.2
BUSINESS SEGMENTS QUARTERLY Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2009 2009 2009 2008 2008 2008 2008 Operating segments Sales 13.5 13.0 11.0 18.3 16.6 17.0 14.6 Fireplaces 12.4 11.4 9.6 16.4 14.9 14.6 12.6 Natural stone products 1.1 1.6 1.4 1.9 1.7 2.4 2.0 Other items - - - - - - -
Operating profit/ loss 0.7 -0.7 -2.7 1.3 1.3 0.9 -0.3 Fireplaces 1.5 0.1 -1.9 2.1 1.9 1.7 0.4 Natural stone products 0.0 0.1 -0.1 -0.1 0.1 0.1 0.2 Other items -0.8 -0.9 -0.7 -0.7 -0.7 -0.9 -0.9
ASSETS AND LIABILITIES BY SEGMENT ON SEPTEMBER 30, 2009 Fire- Natural Other Total places Stone items Products Assets by segment 46.0 4.4 6.8 57.2 Liabilities by Segment 7.7 0.7 25.5 33.9 Investments 1.0 0.0 0.2 1.2 Depreciation and amortisation expenses 3.8 0.2 0.2 4.2
KEY FINANCIAL RATIOS AND SHARE RATIOS 1-9/09 1-9/08 7-9/09 7-9/08 1-12/08
Earnings per share, EUR -0.08 0.02 0.01 0.02 0.04 Equity per share, EUR 0.63 0.72 0.63 0.72 0.73 Return on equity, % -14.8 4.3 4.5 11.3 5.2 Return on investments, % -6.9 5.4 5.6 10.5 6.8 Equity ratio, % 40.8 43.5 41.2 Net indebtness ratio, % 77.4 66.9 55.1 Current ratio 1.7 1.7 2.0 Gross investments, MEUR 1.5 1.8 2.9 Gross investments, % of sales 4.0 3.6 4.4 Research and development costs, MEUR 1.0 1.1 1.8 %/sales 2.6 2.3 2.7 Outstanding orders (30 Sept.), MEUR 6.1 7.2 4.9 Average number of staff 419 569 526
Rate development of shares, EUR Lowest share price, EUR 0.67 1.20 0.60 Highest share price, EUR 1.30 1.88 1.88 Average share price, EUR 0.94 1.45 1.28 Closing price, EUR 1.00 1.22 0.67
Market capitalization at the end of period, 1000 EUR 37 019.8 45 275.9 24 836.9 (Supposing that the market price of the K-share is the same as that of the A-share) Number of shares traded, (1000 pcs) 3 030.7 1 735.0 2 455 % of total amount of A-shares 11.0 6.3 8.9 Number of shares average 37025021 37140677 37019770 37143970 37128494 Number of shares 30 September 37019770 37111366 37019770 37143970 37069970 NOTES TO THE INTERIM REPORT
This interim report has been prepared in accordance with International Financial Reporting Standard (IFRS)- IAS 34 Interim Financial Reporting as endorsed by the European Union. In preparing of this interim report, Tulikivi has applied same accounting policies as in the 2008 financial statements, with the exception of the following new/amended standards that the group has adopted as from January 1, 2009: - IFRS 8, Operating Segments - IAS 1 Presentation of Financial Statements (revised) and the following new/amended standards and interpretations the adoption of which has not have any material impact on the figures for the period: - Amendment to IFRS 2 Share-based Payment - IAS 23 Borrowing Costs (revised) -Amendments to IFRS 7 Financial Instruments: Discloseres – improving Disclosures about Financial Instruments - Amendments to IFRIC 9 and IAS 39: Embedded Derivatives - Amendment to IAS 28 Investments in Associates (and consequential amendments to IAS 32 Financial Instruments: Presentation and IFRS 7 Financial Instruments: Disclosures) - Amendment to IAS 36 Impairment of Assets - Amendment to IAS 38 Intangible Assets - Amendment to IAS 19 Employee Benefits - Amendment to IAS 39 Financial Instruments: Recognition and Measurement - IFRIC 16 Hedges of a Net Investment in a Foreign Operation - IFRIC 13 Customer Loyalty Programmes - Amendment to IAS 16 Property, Plant and Equipment - Amendment to IAS 29 Financial Reporting in Hyperinflationary Economies - Amendment to IAS 31 Interests in Joint Ventures - Amendment to IAS 40 Investment Property - Amendment to IAS 20 Accounting for Government Grants and Disclosures for Government Assistance - IFRIC 15 Agreements for the Construction of a Real Estate
The key figures presented in the Interim Report have been calculated using the same formulas as in the 2008 financial statements. The formulas can be found on page 67 of the Annual Report 2008.
Income taxes 01-09/09 01-09/08 01-12/08
Taxes for the current and previous financial periods -0.1 -0.3 -0.7 Deferred taxes 0.8 0.1 Total 0.7 -0.3 -0.6
Collateral and securities given and other commitments MEUR 9/09 9/08 12/08
Loans from credit institutions and other non-current liabilities, secured by mortgages and pledges 18.4 18.0 20.9 Mortgages and pledges given 28.6 25.5 25.1 Other mortgages and pledges given by the company on its own behalf 0.5 0.8 0.5 Derivatives Interest rate swaps and currency swaps; nominal value 8.2 11.0 13.0 Interest rate swaps; fair value -0.3 0.1 -0.2
The fair value of derivatives is the gain or loss for closing the contract based on market rates at the balance sheet date.
Changes in tangible assets are classified as follows MEUR 01-09/0901-09/08 01-12/08 Acquisition costs 0.9 1.1 1,4 Proceeds from sale 0.0 -0.1 -0,4 Total 0.9 1.0 1,0
Provisions The Group’s non-current provisions are an environmental provision of EUR 0.4 million and a warranty provision of EUR 0.5 million. Current provisions include a restructuring provision that stood at EUR 0.3 million at the end of the review period. EUR 0.1 million in total of the restructuring provision was recognised during the review period and EUR 0.7 million of this provision had been used.
Non-current provisions are itemized in greater detail in notes 24. Provisions and 33. Other contingent liabilities in the consolidated financial statements in Annual Report 2008. Contingent liabilities have not changed after the end of the financial period.
Share capital Share capital by share series Number % of % of Share, of shares shares voting EUR of rights share capital K-shares(10 votes) 9 540 000 25.7 77.6 1 621 800 A-shares (1 vote) 27 603 970 74.3 22.4 4 692 675 Total September 30, 2009 37 143 970 100.0 100.0 6 314 475
There have been no changes in Tulikivi Corporation´s share capital during the period. According to the articles of association the dividend paid for Series A shares shall be 0.0017 EUR higher than the dividend paid on Series K shares. The Series A share is listed on the NASDAQOMX Helsinki Ltd. No flagging notifications were made to the company during the review period.
Board authorizations The Annual General Meeting of March 31, 2009 authorized the Board of Directors to acquire the company’s own shares. A maximum of 2760 397 Series A shares in the company and 954 000 Series K shares in the company can be bought back. The authorization is valid until the 2010 Annual General Meeting. In addition, the Board of Directors has an authorization to decide on issuing new shares and the conveyance of own shares in the company’s possession. New shares can be issued or own shares held by the company conveyed amounting to a maximum of 5 520 794 Series A shares and 1 908 000 Series K shares. The authorization is valid until the 2010 Annual General Meeting. At the end of the review period, the company hold 124 200 of its own A-shares.
Related party transactions The following transactions with related parties took place: EUR 1000 9/09 9/08 12/08 Sales of goods and services to associated companies 7 12 13 Purchases of goods and services from associated companies 117 98 173 Sales to related parties 24
Leases from related parties 83 88 115 Outstanding receivables from related parties 12
Transactions with other related parties Tulikivi Corporation is a founder member of the Finnish Stone Research Foundation. The company has leased offices and storages from the property owned by the Foundation and North Karelia Educational Federation of Municipalities. The rent paid for these facilities was EUR thousand 98 (93) thousand in the period. The rent corresponds with the market rents. The company has sold services amounting to EUR 39 thousand (16 )to the foundation and has leased land, amounting to EUR thousand 2 (2). Outstanding receivables from the Foundation amounted EUR thousand 12. Key management compensation 9/09 9/08 12/08 Salaries and other short-term employee benefits of the Board of Directors and the Managing Director 347 339 416 Other long term employee benefits 51 45 62
Largest shareholders on 30 September 2009 Name of shareholder Shares Proportion of total vote
Vauhkonen Reijo 4 186 827 24.2 % Vauhkonen Heikki 3 006 137 24.1 % Elo Eliisa 2 957 020 5.9 % Virtaala Matti 2 421 300 12.6 % Mutual Pension Insurance Ilmarinen 1 902 380 1.5 % Mutanen Susanna 1 643 800 7.2 % Vauhkonen Mikko 789 310 3.6 % Paatero Ilkka 718 430 0.6 % Nuutinen Tarja 674 540 3.5 % Investment Fond Phoebus 585 690 0.5 % Other shareholders 18 258 536 16.3 %
The information in this interim report is unaudited.
The companies included in the Group are the parent company Tulikivi Corporation, Kivia Oy, AWL-Marmori Oy, Tulikivi U.S. Inc. and OOO Tulikivi. Group companies include also The New Alberene Stone Company, Inc., which is dormant. The parent company has a fixed place of business in Germany, Tulikivi Oyj Niederlassung Deutschland. The Group has interests in associated companies Stone Pole Oy and Leppävirran Matkailukeskus Oy.
TULIKIVI CORPORATION
Board of Directors Matti Virtaala Chairman of the Board
Distribution: NASDAQ OMX Helsinki Ltd Central Media www.tulikivi.com
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358-207-636 000, www.tulikivi.com - Chairman of the Board of Directors Matti Virtaala - Managing Director Heikki Vauhkonen
Tulikivi Corporation´s Financial Statements Release for 2009 will be published on February 11, 2010. Annual Report will come out on Tulikivi’s website week 11. Annual General meeting will be held on April 14, 2010.
The following interim reports will be published in 2010: – January – March April 21 – January – June August 12 – January – September October 20
Heikki Vauhkonen Managing Director
Distribution
NASDAQ OMX Helsinki Ltd Central Media www.tulikivi.com
- The Tulikivi Group’s second-quarter sales were EUR 13.0 million (EUR 17.1 million, 4-6/2008) and result before taxes was a loss of EUR -0.9 (0.7) million. - The Group’s sales during the period were EUR 24.0 million (EUR 31.6 million, 1-6/2008) and result before taxes was a loss of EUR -3.9 (0.2) million. Earnings per share amounted to EUR 0.08 (0.00). Cash flow from operating activities was EUR -1.4 (1.0) million. - Order books at the end of the period were at EUR 6.5 (7.7) million. - Net sales for the period are expected to fall well below that of last year. The result for the second half of the year is expected to be better than the first half of the year, but the result after non-recurring items will be in the red. - The Group’s financial position is stable and the equity ratio is 39.6% (42.2%).
Managing Director's comments: “The Group’s sales were as expected during the second quarter. Sales in Finland and its neighbouring regions were notably lower than they were in the previous year as a result of consumer uncertainty and a reduction in the volume of low-rise building construction. Fireplace sales to Central Europe remained on a relatively good level.
During the spring the company introduced a new range of soapstone fireplaces with improved combustion technology which are more cost- effective to manufacture than before. In the summer a water- heating system for the fireplaces that further improves their energy-efficiency was also launched.
The programme to centralise Group functions and improve profitability was implemented as planned and this will improve the Group's profitability from the current level in the latter part of the year.
Demand for fireplace exports in the autumn will be relatively stable. In Finland the forecasts on low-rise house construction have been improved from the gloomiest estimates and this, together with the further development of the domestic distribution network and services, will create a foundation for long-term growth in domestic sales from the level at the beginning of the year.”
Segment reporting Since the beginning of 2009, the Group's operating segments have been the Fireplaces Business and the Natural Stone Products Business. The Fireplaces Business includes soapstone and ceramic Kermansavi fireplaces sold under the Tulikivi and Kermansavi brands, their accessories, utility ceramics and fireplace lining stones. The Natural Stone Products Business includes interior decoration stone products for households and stone deliveries to construction sites. Expenses not allocated to a Segment are included under Other items, which also includes financial costs and taxes.
Net sales and result The net sales of the Tulikivi Group were EUR 24.0 million (EUR 31.6 million in January – June 2008). The net sales of the Fireplaces Business was EUR 21.0 (27.2) million and of the Natural Stone Business EUR 3.0 (4.4) million. The decrease in the net sales of the Fireplaces Business was mainly a result of declining sales of fireplaces in Finland and its neighbouring regions.
Net sales in Finland accounted for EUR 12.1 (17.7) million, or 50.5 (56.0) per cent, of total net sales. Exports accounted for EUR 11.9 (13.9) million. The largest countries for exports were France, Belgium and Germany.
At the operating profit level, the Group posted a loss of EUR -3.4 (0.6) million. In accordance with the Group’s segment reporting, the Fireplaces Business had an operating loss of EUR -1.8 (2.1) million, and the Natural Stone Products Business an operating profit of EUR 0.0 (0.3) million, while other items’ expenses were EUR -1.6 (-1.8) million. The results for the Fireplaces Business were weakened by almost EUR 1 million in expenses arising from recognising a restructuring provision and by a write-down of EUR 0.2 million associated with the Kermansavi brand utility ceramics unit in the second quarter. Consolidated loss before taxes was EUR -3.9 (0.2) million and net losses were EUR -3.1 million (0.1) million. Earnings per share were EUR -0.08 (0.00).
At the beginning of the year the Group launched a programme to centralise functions and improve profitability. The codetermination negotiations concluded in March led to 79 redundancies and 41 layoffs until further notice. A restructuring provision of EUR 1.0 million was entered for these measures for the review period. The restructuring will also result in approximately EUR 0.2 in further non-recurring expenses, which will be recorded in future periods.
The Group’s second-quarter sales were EUR 13.0 million (EUR 17.1 million in April-June 2008) and result before taxes was a loss of EUR -0.9 (0.7) million. The corresponding result before non-recurring items was EUR -0.7 million.
Financing and investments Cash flow from operating activities before investments was EUR - 1.4 (1.0) million. The Group’s net financial expenses were EUR 0.6 (0.4) million. The equity ratio was 39.6 per cent (42.2 per cent at 30 June 2008). The ratio of interest bearing net debt to equity, or gearing, was 79.3 (76.7) per cent. The current ratio was 1.6 (1.4). The equity per share amounted to EUR 0.62 (0.70). The Group has a solid financial position. At the end of the review period, the Group’s cash assets were EUR 4.9 million (2.5) and unused credit limits amounted to EUR 4 million. The Group’s investments in production, quarrying and development were EUR 0.9 (1.2) million during the period. Research and development costs were EUR 0.7 (0.9) million. EUR 0.2 million of this amount was capitalized in the balance sheet. A product development project in which the fireplace range was converted to use the whirlbox technique was completed. As a result, all model ranges of Tulikivi Corporation now display the CE marking.
Personnel The Group employed an average of 393 (570) people during the reporting period. Salaries and bonuses during the review period totalled EUR 8.3 (9.0) million, to which the restructuring provision contributed EUR 0.5 million.
The Tulikivi Group has an incentive plan that includes a share- based incentive plan for the managing director and key personnel and an incentive pay scheme for all personnel. The share-based incentive system was introduced in 2008 and has three earning periods, which are the calendar years 2008, 2009 and 2010. The maximum reward is 360 000 Tulikivi Corporation A shares and a cash payment corresponding to the value of the shares. The realized reward from the plan for the earning period 2008 was 9 800 A shares. A similar transfer of shares to key personnel took place in the review period. The maximum share reward for 2009 is 175 000 A shares and a cash payment corresponding to the value of the shares. A maximum of 40 000 A shares of this can go to the managing director. The share reward is based on the improvement of the Group's profit after financial items and cash flow from operations. The incentive pay scheme is based on the improvement of the Group’s result and productivity, and the managing director and key persons also have personal targets in addition to this.
Board of Directors, Managing Director and auditors Tulikivi Corporation’s Annual General Meeting elected to the Board of Directors of the parent company and domestic business subsidiaries: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Markku Rönkkö, Maarit Toivanen-Koivisto, Heikki Vauhkonen and Matti Virtaala. The Board of Directors elected Matti Virtaala as Chairman from amongst its members. The auditor is KPMG Oy Ab, Authorized Public Accountants.
Authorisation to decide on share issues and on transfer of the company’s own shares in the possession of the company and the right to issue special rights which give entitlement to shares as defined in Chapter 10, Article 1, of the Companies Act
The Annual General Meeting authorised the Board of Directors to decide on issuing new shares and the transfer of the company’s own shares in the possession of the company as proposed by the Board. The authorization also includes the right to issue special rights, as defined in Chapter 10, Article 1, of the Companies Act, which entitle to subscribe for shares against payment or by setting off the receivable.
Treasury shares At the beginning of the period Tulikivi Corporation held a total of 74 000 and at the end of the period it held 124 200 of its own A series shares. During the period a further 60 000 A series shares in total were purchased at a total acquisition price of EUR 43 875, and 9 800 A series shares were assigned to key personnel according to the share-based incentive plan. During the period the average purchase price was EUR 0.73 per share. The purchase price was the share price at the time of purchase, which varied between EUR 0.68 – 0.83 per share during the purchase periods. The book value of the assigned shares was EUR 13 212 and the value for recipients was 9 979, i.e. EUR 1.02 per share on average. The repurchased shares account for 0.2 per cent of all shares and 0.05 per cent of votes carried by shares. The number of shares in the company’s possession at the end of the period was 124 200 A shares which corresponds to 0.3 per cent of the company’s share capital and 0.1 of all voting rights. The repurchase of own shares and their partial assignment had no material impact on the division of shareholdings and voting rights in the company. The shares are repurchased for use as consideration in corporate acquisitions or other structural arrangements or to implement the share-based incentive system, to pay a share-based incentive or otherwise to be transferred or cancelled.
Risks and uncertainties A rapid decline in private house construction and remodelling and fluctuation of exchange rates will weaken the demand for fireplaces. The decrease of consumer prices of energy may also affect the demand for fireplace products. The risks the Group will face in the near future relate to the decline in demand for fireplaces products as well as to the success of cost savings attained with the profitability programme.
According to the Group’s long-term risk assessment, its strategic risks concern, but are not limited to, the Group’s raw material reserves, legislative amendments and the market position. Operational risks are related to products, distribution channels and processes. For more information, see the 2008 Annual Report.
Future outlook Housing construction is still at a low level in many market-areas, which, in addition to the general weak economic growth, has an impact on the demand for fireplaces and natural stone products. Demand for fireplaces is expected to be higher in relative terms in Central Europe than in Finland and its neighbouring regions. The total demand for fireplaces is expected to increase during the autumn but to remain on a significantly lower level than it was during the previous year. The centralisation and productivity improvement programme being implemented by the company will improve profitability in the latter half of the year. However, net sales for the current year are estimated to fall well below that of last year. The result for the second half of the year is estimated to be better than that of the first half of the year, but the result after non-recurring items is expected to be in the red.
The order books at the end of the review period amounted to EUR 6.5 (7.7 on 30 June 2008 and 4.9 on 31 December 2008).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME MEUR 1-6/ 1-6/ Change,1-12/ 4-6/ 4-6/ Change 2009 2008 % 2008 2009 2008 %
Sales 24.0 31.6 -24.0 66.5 13.0 17.1 -24.1 Other operating income 0.4 0.4 0.7 0.3 0.2 Increase/decrease in inventories in finished goods and in work in progress -0.6 0.0 -0.6 -0.1 0.3 Production for own use 0.2 0.4 0.8 0.1 0.3 Raw materials and consumables 4.7 6.3 12.5 2.6 3.5 External services 3.4 4.8 10.0 1.9 2.8 Personnel expenses 10.6 11.7 23.1 5.2 6.3 Depreciation And amortisation 2.8 2.7 5.7 1.6 1.4 Other operating expenses 5.9 6.3 12.9 2.8 3.1
Operating profit/loss-3.4 0.6 -692.9 3.2 -0.7 0.8 -190.8 Percentage of sales -14.0 1.8 4.9 -4.9 4.8 Finance income 0.1 0.2 0.2 0.0 0.1 Finance expense -0.7 -0.6 -1.4 -0.3 -0.2 Share of the profit of associated company 0.0 0.0 0.0 0.0 0.0
Profit before tax -3.9 0.2 -2437.5 2.1 -0.9 0.7 -219.3 Percentage of sales -16.3 0.5 3.1 -6.8 4.4 Direct taxes 0.9 -0.1 -0.6 0.2 -0.2
Profit/loss for the period -3.1 0.1 3051.9 1.4 -0.7 0.6 -229.0
Other comprehensive income Interest rate swaps 0.0 -0.1 0.0 0.0 Translation differences 0.0 0.0 0.0 0.0 0.0
Total comprehensive Income for the period -3.1 0.1 1.3 -0.7 0.0
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted -0.08 0.00 0.04 -0.02 0.01
CONSOLIDATED BALANCE SHEET MEUR 06/2009 06/2008 12/2008 ASSETS Non-current assets Property, plant and equipment Land 1.0 1.1 1.0 Buildings 7.7 8.3 8.0 Machinery and equipment 9.1 11.4 10.3 Other tangible assets 1.1 1.3 1.2 Intangible assets Goodwill 4.3 4.3 4.3 Other intangible assets 10.7 11.2 11.2 Investment properties 0.2 0.2 0.2 Available-for-sale investments 0.1 0.1 0.1 Receivables Deferred tax assets 1.7 0.9 0.9 Total non-current assets 35.9 38.8 37.2
Current assets Inventories 10.9 12.6 11.5 Trade receivables 5.4 6.1 5.3 Current income tax receivables 0.2 0.6 Other receivables 1.0 0.9 0.4 Cash and cash equivalents 4.9 2.5 11.7 Total current assets 22.4 22.7 28.9 Total assets 58.3 61.5 66.1
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 6.3 Share premium fund 7.4 7.4 7.4 Treasury shares -0.1 -0.1 Translation difference 0.0 -0.1 0.0 Revaluation reserve -0.1 -0.1 Retained earnings 9.6 12.4 13.7 Total equity 23.1 26.0 27.2 Non-current liabilities Deferred income tax liabilities 1.9 2.2 2.1 Provisions 0.9 0.9 0.9 Interest-bearing debt 18.3 16.1 21.6 Other debt 0.3 Total non-current liabilities 21.1 19.5 24.6
Current liabilities Trade and other payables 8.7 9.7 9.1 Current income tax liabilities 0.1 Current provisions 0.5 0.1 Short-term interest-bearing debt 4.9 6.2 5.1 Total current liabilities 14.1 16.0 14.3 Total liabilities 35.2 35.5 38.9 Total equity and liabilities 58.3 61.5 66.1
CONSOLIDATED CASH FLOW STATEMENT 01-06/ 01-06/ 01-12/ MEUR 2009 2008 2008
Cash flows from operating activities Profit for the period -3.1 0.1 1.4 Adjustments: Non-cash transactions 2.8 2.7 5.8 Interest expenses and interest income and taxes -0.3 0.5 1.8 Change in working capital 0.0 -1.2 0.2 Interest paid and received and taxes paid -0.8 -1.1 -1.6 Net cash flow from operating activities -1.4 1.0 7.6
Cash flows from investing activities Investment in property, plant and equipment and intangible assets -0.9 -1.4 -3.3 Grants received for investments and sales of property, plant and equipment 0.1 0.2 Net cash flow from investing activities -0.8 -1.4 -3.1
Cash flows from financing activities Proceeds from non-current and current borrowings 2.0 10.0 Repayment of non-current and current borrowings -3.5 -1.2 -4.9 Dividends paid treasury shares -1.1 -1.7 -1.7 Net cash flow from financing activities -4.6 -0.9 3.4
Change in cash and cash equivalents -6.8 -1.3 7.9
Cash and cash equivalents at beginning of period 11.7 3.8 3.8 Cash and cash equivalents at end of period 4.9 2.5 11.7
STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans- Revalu- Trea- Re- Total capital premium lation ation sury tained fund diff. re- share earn- serve ings Equity Jan. 1, 2009 6.3 7.4 0.0 -0.1 -0.1 13.7 27.2 Dividends paid and treasury shares 0.0 -1.0 -1.0 Total comprehensive income for the period -3.1 -3.1 Equity June 30, 2009 6.3 7.4 0.0 -0.1 -0.1 9.6 23.1
Equity Jan. 1, 2008 6.3 7.4 -0.1 0.0 0.0 14.0 27.6 Total comprehensive income for the period 0.1 0.1 Dividends -1.7 -1.7 Equity June 30, 2008 6.3 7.4 -0.1 0.0 0.0 12.4 26.0
BUSINESS SEGMENTS 1-6/ 1-6/ 1-12 MEUR 2009 2008 2008 Operating segments Sales 24.0 31.6 66.5 Fireplaces 21.0 27.2 58.5 Natural stone products 3.0 4.4 8.0 Other items - - -
Operating profit/loss -3.4 0.6 3.2 Fireplaces -1.8 2.1 6.1 Natural stone products 0.0 0.3 0.3 Other items -1.6 -1.8 -3.2
BUSINESS SEGMENTS QUARTERLY Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2009 2009 2008 2008 2008 2008 Operating segments Sales 13.0 11.0 18.3 16.6 17.0 14.6 Fireplaces 11.4 9.6 16.4 14.9 14.6 12.6 Natural stone products 1.6 1.4 1.9 1.7 2.4 2.0 Other items - - - - - -
Operating profit/loss -0.7 -2.7 1.3 1.3 0.9 -0.3 Fireplaces 0.1 -1.9 2.1 1.9 1.7 0.4 Natural stone products 0.1 -0.1 -0.1 0.1 0.1 0.2 Other items -0.9 -0.7 -0.7 -0.7 -0.9 -0.9
ASSETS AND LIABILITIES BY SEGMENT ON JUNE 30, 2009 Fire- Natural Other Total places Stone items Products Assets by segment 46.3 4.8 7.2 58.3 Liabilities by Segment 8.5 0.8 26.0 35.3 Investments 0.7 0.0 0.1 0.8 Depreciation and amortisation expenses 2.2 0.2 0.2 2.6
KEY FINANCIAL RATIOS AND SHARE RATIOS 1-6/09 1-6/08 4-6/09 4-6/08 1-12/08
Earnings per share, EUR -0.08 0.00 -0.02 0.01 0.04 Equity per share, EUR 0.62 0.70 0.62 0.70 0.73 Return on equity, % -24.4 0.8 -12.1 8.3 5.2 Return on investments, % -12.9 3.0 -3.6 7.8 6.8 Equity ratio, % 39.6 42.2 41.2 Net indebtness ratio, % 79.3 76.7 55.1 Current ratio 1.6 1.4 2.0 Gross investments, MEUR 0.9 1.2 2.9 Gross investments, % of sales 3.8 19.5 4.4 Research and development costs, MEUR 0.7 0.9 1.8 %/sales 2.7 2.9 2.7 Outstanding orders (30 June), MEUR 6.5 7.7 4.9 Average number of staff 393 570 526
Rate development of shares, EUR Lowest share price, EUR 0.67 1.37 0.60 Highest share price, EUR 1.30 1.88 1.88 Average share price, EUR 0.83 1.51 1.28 Closing price, EUR 0.90 1.43 0.67
Market capitalization at the end of period, 1000 EUR 33 318 53 116 24837 (Supposing that the market price of the K-share is the same as that of the A-share) Number of shares traded, (1000 pcs) 1350 1215 2455 % of total amount of A-shares 4.9 4.4 8.9 Number of shares average 37027647 37143970 37011603 37143970 37128494 Number of shares 30 June 37019770 37143970 37019770 37143970 37069970
NOTES TO THE INTERIM REPORT
This interim report has been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. In preparing of this interim report, Tulikivi has applied same accounting policies as in the 2008 financial statements, with the exception of the following new/amended standards that the group has adopted as from January 1, 2009: - IFRS 8, Operating Segments - IAS 1 Presentation of Financial Statements (revised)
and the following new/amended standards and interpretations the adoption of which has not have any material impact on the figures for the period: - Amendment to IFRS 2 Share-based Payment - IAS 23 Borrowing Costs (revised) -Amendments to IFRS 7 Financial Instruments: Discloseres – improving Disclosures about Financial Instruments - Amendments to IFRIC 9 and IAS 39: Embedded Derivatives - Amendment to IAS 28 Investments in Associates (and consequential amendments to IAS 32 Financial Instruments: Presentation and IFRS 7 Financial Instruments: Disclosures) - Amendment to IAS 36 Impairment of Assets - Amendment to IAS 38 Intangible Assets - Amendment to IAS 19 Employee Benefits - Amendment to IAS 39 Financial Instruments: Recognition and Measurement - IFRIC 16 Hedges of a Net Investment in a Foreign Operation - IFRIC 13 Customer Loyalty Programmes - Amendment to IAS 16 Property, Plant and Equipment - Amendment to IAS 29 Financial Reporting in Hyperinflationary Economies - Amendment to IAS 31 Interests in Joint Ventures - Amendment to IAS 40 Investment Property - Amendment to IAS 20 Accounting for Government Grants and Disclosures for Government Assistance - IFRIC 15 Agreements for the Construction of a Real Estate
Income taxes 01-06/09 01-06/08 01-12/08
Taxes for the current and previous financial periods 0.0 0.0 -0.7 Deferred taxes 0.9 -0.1 0.1 Total 0.9 -0.1 -0.6
Collateral and securities given and other commitments MEUR 6/09 6/08 12/08
Loans from credit institutions and other non-current liabilities, secured by mortgages and pledges 18.4 18.1 20.9 Mortgages and pledges given 25.1 25.5 25.1 Other mortgages and pledges given by the company on its own behalf 0.5 0.8 0.5 Derivatives Interest rate swaps; nominal value 11.9 11.0 13.0 Interest rate swaps; fair value -0.3 0.2 -0.2
Provisions The Group’s non-current provisions are an environmental provision of EUR 0.4 million and a warranty provision of EUR 0.5 million. Current provisions include a restructuring provision that stood at EUR 0.5 million at the end of the review period. EUR 0.1 million in total of the restructuring provision was recognised during the review period and EUR 0.5 million of this provision had been used.
Share capital Share capital by share series Number % of % of Share, of shares shares voting EUR of rights share capital K-shares(10 votes) 9 540 000 25.7 77.6 1 621 800 A-shares (1 vote) 27 603 970 74.3 22.4 4 692 675 Total June 30, 2009 37 143 970 100.0 100.0 6 314 475
Board authorizations The Annual General Meeting of March 31, 2009 authorized the Board of Directors to acquire the company’s own shares. A maximum of 2,760,397 Series A shares in the company and 954,000 Series K shares in the company can be bought back. The authorization is valid until the 2010 Annual General Meeting. In addition, the Board of Directors has an authorization to decide on issuing new shares and the conveyance of own shares in the company’s possession. New shares can be issued or own shares held by the company conveyed amounting to a maximum of 5,520,794 Series A shares and 1,908,000 Series K shares. The authorization is valid until the 2010 Annual General Meeting.
At the end of the review period, the company hold 124 200 of its own A-shares.
Related party transactions The following transactions with related parties took place: 1000 e 6/09 6/08 12/08 Sales of goods and services to associated companies 6 12 13
Purchases of goods and services from associated companies 85 44 173
Leases from related parties 56 61 115
Transactions with other related parties Tulikivi Corporation is a founder member of the Finnish Stone Research Foundation. The company has leased offices and storages from the property owned by the Foundation and North Karelia Educational Federation of Municipalities. The rent paid for these facilities was EUR 65 thousand (64 thousand)in the period. The rent corresponds with the market rents.
Largest shareholders on 30 June 2009 Name of shareholder Shares Proportion of total vote
Vauhkonen Reijo 4 186 827 24.2 % Vauhkonen Heikki 3 006 137 24.1 % Elo Eliisa 2 957 020 5.9 % Virtaala Matti 2 421 300 12.6 % Mutual Pension Insurance Ilmarinen 1 902 380 1.5 % Mutanen Susanna 1 643 800 7.2 % Vauhkonen Mikko 792 700 3.6 % Paatero Ilkka 718 430 0.6 % Nuutinen Tarja 674 540 3.5 % Investment Fond Phoebus 585 690 0.5 % Other shareholders 18 255 146 16.3 %
The companies included in the Group are the parent company Tulikivi Corporation, Kivia Oy, AWL-Marmori Oy, Tulikivi U.S. Inc. and OOO Tulikivi. Group companies include also Uuni Vertriebs GmbH and The New Alberene Stone Company, Inc., which are dormant. The parent company has a fixed place of business in Germany, Tulikivi Oyj Niederlassung Deutschland. The Group has interests in associated companies Stone Pole Oy and Leppävirran Matkailukeskus Oy.
In accordance with the decision of the Board of Directors, Tulikivi Corporation has assigned a total of 9800 Tulikivi A shares held by the company to twelve key persons covered by the share-based incentive plan. The shares were assigned on the basis of the 2008 incentive plan. The transfer of the shares to the book entry accounts of the recipients took place today on June 16, 2009. The assignment of the treasury shares without compensation is based on the Board authorization granted by the Annual General Meeting on 31 March 2009.
Following the assignment of the shares, Tulikivi Corporation holds 124 200 A shares.
On 18 April 2008, the Board of Directors of Tulikivi Corporation approved a new incentive plan for the Tulikivi Group. The plan includes a share-based incentive plan for key personnel. The potential reward from the plan for the earning period 2008 is based on the Group’s profit after financial items and on its cash flow from operating activities, and is paid partly in A shares and partly in cash. The shares assigned are subject to restrictions on their reassignment during the restriction period.
Tulikivi Corporation Heikki Vauhkonen
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358-207-636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
- The Tulikivi Group’s sales were EUR 11.0 million (EUR 14.6 million, 01-03/2008). - The Group’s result before taxes was a loss of EUR -3.0 (-0.6) million after EUR 1 million in non-recurring expenses incurred from the centralisation and profitability programme. Earnings per share amounted to EUR -0,06 (-0,01). - Cash flow from operating activities before investments was EUR - 1.0 (0.8) million. - Order books were at EUR 6.6 million (EUR 4.9 million 31 Dec) on 31 March. - Net sales for the period are expected to fall well below that of last year and the result after non-recurring items is expected to be in the red.
Managing Director's comments: "Net sales for the first quarter were notably lower than a year before, especially in Finland, Russia and the Baltic countries. A decrease in private home building and the general uncertainty among consumers had a strong impact on demand. Fireplace sales to Central-Europe, where sales focus on renovation, performed well considering the challenging environment. Despite the challenging demand situation, we have continued to develop our domestic distribution network and services and started logistics operations in Russia. These measures will increase net sales from the level of early 2009 in the markets in question. The programme to centralise Group functions and improve profitability is making progress. Structural changes made in addition to personnel reductions will also result in substantial cost savings, which will improve the Group's relative profitability in the latter part of the year.
In the upcoming months demand for fireplaces will be higher in Central Europe than in Finland and its neighbouring regions. However, in order for demand to recover consumer confidence must improve substantially on the current level. As a whole, however, demand for fireplaces will be higher during the coming months than it was in the first quarter.
Segment reporting Since the beginning of 2009, the Group's operating segments have been the Fireplaces Business and the Natural Stone Products Business. The Fireplaces Business includes the soapstone Tulikivi and the ceramic Kermansavi fireplaces, their accessories, utility ceramics and fireplace lining stones. The Natural Stone Products Business includes interior decoration stone products for households and stone deliveries to construction sites. Expenses not allocated to a Segment are included under Other items, which also includes financial costs and taxes.
Net sales and result The net sales of the Tulikivi Group were EUR 11.0 million (EUR 14.6 million in January – March 2008). The net sales of the Fireplaces Business was EUR 9.6 (12.6) million and of the Natural Stone Business EUR 1.4 (2.0) million. The decrease in the net sales of the Fireplaces Business was the result of declining Finnish sales of fireplaces and lining stone.
Exports accounted for EUR 5.6 (6.5) million, or 50.6 (44.8) per cent, of total sales. The largest countries for exports were France, Belgium and Germany. Finnish sales were EUR 5.4 (8.1) million.
The Group posted a loss of EUR -2.7 (-0.3) million at the operating profit level. In accordance with the Group’s segment reporting, the Fireplaces Business had an operating loss of EUR - 1.9 (0.4) million, and the Natural Stone Products Business an operating loss of EUR -0.1 (0.2) million, while the other items´ expenses were EUR -0.7 (-0.9) million.
Consolidated loss before taxes was EUR -3.0 (-0.6) million and net losses were EUR -2.4 million (-0.4) million. Earnings per share were EUR -0,06 (-0,01). The Group launched a programme to centralise functions and improve profitability. The codetermination negotiations concluded in March led to 79 redundancies and 41 layoffs until further notice. A restructuring provision of EUR 1.0 million was entered for these measures for the review period, most of which was recorded under the Fireplaces Business' expenses. The restructuring will also result in approximately EUR 0.2 in further non-recurring expenses, which will be recorded in future periods.
Financing and investments We are prepared for the change in operating environment and the Group has a solid financial position. Cash flow from operating activities before investments was EUR -1.0 (0.8) million. The management's view is that the Group's available financing will be sufficient in the near future. Equity ratio was 37.4 per cent (42.3 per cent at March 31, 2008). The ratio of interest-bearing net debt to equity, or gearing, was 69.4 (65.7) per cent. Current ratio was 1.6 (1.6). Financial income for the period was EUR 0.1 (0.0.) million and financial expenses EUR 0.4 (0.3) million. The equity per share amounted to EUR 0.64 (0.73).
The Group’s investments in production, quarrying and development were EUR 0.5 (0.7) million. Research and development costs were EUR 0.4 (0.4) million or 3.3 (3.1) per cent of net sales. EUR 0.1 (0.1) million of this amount was capitalized in the balance sheet. A product development project in which the fireplace range was converted to use the whirlbox technique was completed. As a result, all model ranges of Tulikivi Corporation now display the CE marking.
Personnel The Group employed an average of 399 (550) people during the reporting period. Salaries and bonuses during the review period totalled EUR 4.2 (4.2) million, to which the restructuring provision contributed EUR 0.5 million.
The Tulikivi Group has an incentive plan that includes a share- based incentive plan for the managing director and key personnel and an incentive pay scheme for all personnel. The share-based incentive system was introduced in 2008 and had three earning periods, which were the calendar years 2008, 2009 and 2010. The maximum reward is 360 000 Tulikivi Corporation A shares and a cash payment corresponding to the value of the shares. The realized reward from the plan for the earning period 2008 was 9 800 A shares. The maximum share reward for 2009 is 175 000 A shares and a cash payment corresponding to the value of the shares. A maximum of 40 000 A shares of this can go to the managing director. The share reward is based on the improvement of the Group's result and cash flow. The incentive pay scheme is based on the improvement of the Group’s result and productivity, and the managing director and key persons also have personal targets in addition to this.
Resolutions of the Annual General Meeting Dividends Tulikivi Corporation´s Annual General Meeting, held on 31 March 2009, resolved to pay a dividend of EUR 0.0280 on Series A shares and EUR 0.0263 on Series K shares. The dividend was paid out on April 14, 2009.
Share repurchase At the beginning of the period Tulikivi Corporation hold 74 000 of its own A series shares.During the period 60 000 A shares were purchased at the repurchase value of EUR 43 875. The average purchase price per share was EUR 0.73. The purchase price was the exchange rate at the moment of the purchase, which varied between EUR 0.68 and EUR 0.83 during the purchase periods. The repurchased shares account for 0.20 per cent of all shares and 0.0 per cent of votes carried by all shares. The number of the shares in the company´s possession at the end of the period was 134 000 A shares which corresponds to 0.4 per cent of the company´s share capital and 0.1 per cent of all voting rights.
The repurchase of own shares had no material impact on the on shareholdings and voting rights in the company.
The shares are repurchased for use as consideration in corporate acquisitions or other structural arrangements or to implement the share-based incentive system, to pay a share-based incentive or otherwise to be transferred or cancelled.
Future outlook Housing construction is at a low level in many market-areas, which, in addition to the uncertain economic situation, has an impact on the demand for fireplaces and natural stone products. Demand for fireplaces is expected to be higher in relative terms in Central Europe than in Finland and its neighbouring regions. The inflow of orders is not expected to improve significantly in the next few months. The centralisation and productivity improvement programme being implemented by the company will improve profitability in the latter half of the year. However, net sales for the current year are estimated to fall well below that of last year and the result before taxes after non-recurring items is expected to be in the red.
The order books at the end of the review period amounted to EUR 6.6 (9.2 on 31 March 2008 and 4.9 on 31 Dec 2008).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME MEUR 01-03/ 01-03/ Change, 01-12/ 2009 2008 % 2008
Sales 11.0 14.6 -24.7 66.5 Other operating income 0.1 0.1 0.7 Increase/decrease in inventories in finished goods and in work in progress -0.5 -0.3 -0.6 Production for own use 0.1 0.1 0.8
Raw materials and consumables 2.1 2.8 12.5 External services 1.5 2.0 10.0 Personnel expenses 5.4 5.4 23.1 Depreciation 1.3 1.4 5.7 Other operating expenses 3.1 3.2 12.9
Operating profit/loss -2.7 -0.3 3.2 Percentage of sales -24.7 -1.7 4.9 Finance income 0.1 0.0 0.2 Finance expense -0.4 -0.3 -1.4 Share of the profit of associated company 0.0 0.0 0.0
Profit/loss before tax -3.0 -0.6 2.1 Percentage of sales -27.7 -4.0 3.1 Direct taxes 0.6 0.2 -0.6
Profit/loss for the period -2.4 -0.4 1.4
Other comprehensive income Interest rate swaps 0.0 -0.1 Translation differences 0.0 0.0 0.0
Total comprehensive Income for the period -2.4 -0.4 1.3
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted -0.06 -0.01 0.04
CONSOLIDATED BALANCE SHEET MEUR 03/2009 03/2008 12/2008 ASSETS Non-current assets Property, plant and equipment Land 1.0 1.1 1.0 Buildings 7.9 8.5 8.0 Machinery and equipment 9.8 12.1 10.3 Other tangible assets 1.2 1.3 1.2 Intangible assets Goodwill 4.3 4.3 4.3 Other intangible assets 11.1 11.0 11.2 Investment properties 0.2 0.2 0.2 Available-for-sale investments 0.1 0.1 0.1 Receivables Deferred tax assets 1.5 1.1 0.9 Total non-current assets 37.1 39.7 37.2
Current assets Inventories 11.2 12.3 11.5 Trade receivables 4.6 5.4 5.3 Current income tax receivables 0.2 0.5 Other receivables 1.0 0.9 0.4 Cash and cash equivalents 9.6 5.2 11.7 Total current assets 26.6 24.3 28.9 Total assets 63.7 64.0 66.1
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 6.3 Share premium fund 7.4 7.4 7.4 Treasury shares -0.1 -0.1 Translation difference 0.0 -0.1 0.0 Revaluation reserve -0.1 -0.1 Retained earnings 10.3 13.5 13.7 Total equity 23.8 27.1 27.2 Non-current liabilities Deferred income tax liabilities 2.0 2.2 2.1 Provisions 0.9 0.9 0.9 Interest-bearing debt 20.8 18.4 21.6 Other debt 0.0 0.3 Total non-current liabilities 23.7 21.8 24.6 Current liabilities Trade and other payables 9.8 10.3 9.1 Current income tax liabilities 0.1 0.1 Current provisions 1.0 0.3 Short-term interest-bearing debt 5.3 4.5 5.1 Total current liabilities 16.2 15.1 14.3 Total liabilities 39.9 36.9 38.9 Total equity and liabilities 63.7 64.0 66.1
CONSOLIDATED CASH FLOW STATEMENT 01-03/ 01-03/ 01-12/ MEUR 2009 2008 2008
Cash flows from operating activities Profit for the period -2.4 -0.4 1.4 Adjustments: Non-cash transactions 1.3 1.3 5.8 Interest expenses and interest income and taxes -0.3 0.2 1.8 Change in working capital 0.7 0.3 0.2 Interest paid and received and taxes paid -0.3 -0.6 -1.6 Net cash flow from operating activities -1.0 0.8 7.6
Cash flows from investing activities Investment in property, plant and equipment and intangible assets -0.4 -0.8 -3.3 Grants received for investments and sales of property, plant and equipment 0.1 0.2 Net cash flow from investing activities -0.4 -0.7 -3.1
Cash flows from financing activities Proceeds from non-current and current borrowings 2.0 10.0 Repayment of non-current and current borrowings -0.6 -0.7 -4.9 Dividends paid treasury shares -0.1 -1.7 Net cash flow from financing activities -0.7 1.3 3.4
Change in cash and cash equivalents -2.1 1.4 7.9
Cash and cash equivalents at beginning of period 11.7 3.8 3.8 Cash and cash equivalents at end of period 9.6 5.2 11.7
STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans- Revalu- Trea- Re- Total capital premium lation ation sury tained fund diff. re- share earn- serve ings Equity Jan. 1, 2009 6.3 7.4 0.0 -0.1 -0.1 13.7 27.2 Dividends paid and treasury shares 0.0 -1.0 -1.0 Total comprehensive income for the period -2.4 -2.4 Equity March 31, 2009 6.3 7.4 0.0 -0.1 -0.1 10.3 23.8
Equity Jan. 1, 2008 6.3 7.4 -0.1 0.0 0.0 14.0 27.6 Total comprehensive income for the period -0.4 -0.4 Equity March 1, 2008 6.3 7.4 -0.1 0.0 0.0 13.5 27.1
BUSINESS SEGMENTS Q1/ Q1/ 1-12 MEUR 2009 2008 2008 Operating segments Sales 11.0 14.6 66.5 Fireplaces 9.6 12.6 58.5 Natural stone products 1.4 2.0 8.0 Other items - - -
Operating profit/loss -2.7 -0.3 3.2 Fireplaces -1.9 0.5 6.1 Natural stone products -0.1 0.1 0.3 Other items -0.7 -0.9 -3.2
BUSINESS SEGMENTS QUARTERLY Q1/ Q4/ Q3/ Q2/ Q1/ 2009 2008 2008 2008 2008 Operating segments Sales 11.0 18.3 16.6 17.0 14.6 Fireplaces 9.6 16.4 14.9 14.6 12.6 Natural stone products 1.4 1.9 1.7 2.4 2.0 Other items - - - - -
Operating profit/loss -2.7 1.3 1.3 0.9 -0.3 Fireplaces -1.9 2.1 1.9 1.7 0.4 Natural stone products -0.1 -0.1 0.1 0.1 0.2 Other items -0.7 -0.7 -0.7 -0.9 -0.9
ASSETS AND LIABILITIES BY SEGMENT 03/09 Fire- Natural Other Total places Stone items Products Assets by segment 47.7 4.8 11.2 63.7 Liabilities by Segment 9.1 0.7 30.1 39.9 Investments 0.4 0.0 0.1 0.5 Depreciation and amortisation expenses 1.1 0.1 0.1 1.3
KEY FINANCIAL RATIOS AND SHARE RATIOS 03/09 03/08 1-12/08
Earnings per share, EUR -0.06 -0.01 0.04 Equity per share, EUR 0.64 0.73 0.73 Return on equity, % -37.0 -6.5 5.2 Return on investments, % -20.1 -1.8 6.8 Equity ratio, % 37.4 42.3 41.2 Net indebtness ratio, % 69.4 65.7 55.1 Current ratio 1.6 1.6 2.0 Gross investments, MEUR 0.5 0.7 2.9 Gross investments, % of sales 4.6 4.5 4.4 Research and development costs, MEUR 0.4 0.4 1.8 %/sales 3.4 3.1 2.7 Outstanding orders (31 March), MEUR 6.6 9.2 4.9 Average number of staff 399 550 526
Rate development of shares, EUR Lowest share price, EUR 0.67 1.37 0.60 Highest share price, EUR 0.85 1.88 1.88 Average share price, EUR 0.73 1.53 1.28 Closing price, EUR 0.70 1.50 0.67
Market capitalization at the end of period, 1000 EUR 25907 55716 24837 (Supposing that the market price of the K-share is the same as that of the A-share) Number of shares traded, (1000 pcs) 673 641 2455 % of total amount of A-shares 2.5 2.3 8.9 Number of shares average 37043690 37143970 37128494 Number of shares 31 March 37009970 37143970 37069970
Income taxes 01-03/0901-03/08 01-12/08
Taxes for the current and previous financial periods -0.1 0.0 -0.7 Deferred taxes 0.7 0.2 0.1 Total 0.6 0.2 -0.6
Collateral and securities given and other commitments MEUR 3/2009 3/2008 12/ 2008 Loans from credit institutions and other non-current liabilities, secured by mortgages and pledges 20.7 18.5 30.9 Mortgages and pledges given 25.1 25.5 25.1 Other mortgages and pledges given by the company on its own behalf 0.5 0.8 0.5 Derivatives Interest rate swaps; nominal value 12.8 7.4 13.0 Interest rate swaps; fair value -0.3 0.1 -0.2
Provisions The Group’s non-current provisions are an environmental provision of EUR 0.4 million and a warranty provision of EUR 0.5 million. Current provisions include a restructuring provision of EUR 1.0 million during the review period. Non-current provisions are itemized in greater detail in notes 24 Provisions and 33. Other contingent liabilities in the consolidated financial statements in Annual Report 2008. Contingent liabilities have not changed after the end of the financial period.
Share capital Share capital by share series Number % of % of Share, of shares shares voting EUR of rights share capital K-shares(10 votes) 9 540 000 25.7 77.6 1 621 800 A-shares (1 vote) 27 603 970 74.3 22.4 4 692 675 Total March 31, 2009 37 143 970 100.0 100.0 6 314 475
At the end of the review period, the company hold 134 000 of its own A-shares.
Related party transactions The following transactions with related parties took place: 1000 e 3/2009 3/2008 12/2008 Sales of goods and services to associated companies 5 11 13
Purchases of goods and services from associated companies 44 13 173
Leases from related parties 32 30 115
Transactions with other related parties Tulikivi Corporation is a founder member of the Finnish Stone Research Foundation. The company has leased offices and storages from the property owned by the Foundation and North Karelia Educational Federation of Municipalities. The rent paid for these facilities was EUR 32 thousand (31 thousand)in the period. The rent corresponds with the market rents.
Largest shareholders on 31 March 2009 Name of shareholder Shares Proportion of total vote
Vauhkonen Reijo 4 186 827 24,2 % Vauhkonen Heikki 3 003 887 24,1 % Elo Eliisa 2 957 020 5,9 % Virtaala Matti 2 421 300 12,6 % Mutual Pension Insurance Ilmarinen 1 902 380 1,5 % Mutanen Susanna 1 643 800 7,2 % Vauhkonen Mikko 792 700 3,6 % Paatero Ilkka 718 430 0,6 % Nuutinen Tarja 674 540 3,5 % Investment Fond Phoebus 585 690 0,5 % Other shareholders 18 257 396 16,3 %
The Financial Statements have not been audited.
The Annual General Meeting of the Tulikivi Corporation held on March 31, 2009 approved the financial statement for the financial year 2008 and discharged the members of the Board of Directors and the Managing Director from liability. It was resolved to pay a dividend of EUR 0.0280 on Series A shares and 0.0263 on Series K shares. The Annual General Meeting accepted the proposals of the Board of Directors to authorise the Board of Directors to acquire the company’s own shares, to decide upon an issue of shares and to dispose of the company’s own shares as well as to issue special rights related to the shares.
1. Dividend The Annual General Meeting resolved, in accordance with the Board’s proposal, to pay a dividend of: – EUR 0.0280 on Series A shares – EUR 0.0263 on Series K shares The record date for the dividend payment will be April 3, 2009. The dividend will be paid out on April 14, 2009.
2. Remuneration of Board members and auditor’s fees The annual remuneration of a Board member is EUR 15 600. In accordance with the resolution of the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation Series A shares. In addition, the Chairman of the Board of Directors will be paid a EUR 6 240 monthly fee and the director serving as secretary to the Board of Directors a EUR 724 monthly fee. The members of committees of the Board will receive a EUR 300 remuneration per each meeting. The fees for the auditor are paid according to the relevant invoice.
3. Board members and Chairman of the Board The number of Board members was set at seven. Bishop Ambrosius, Mr. Juhani Erma, Mr. Eero Makkonen, Mrs. Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti Virtaala were re-relected as the members of the Board of Directors for the new term, and. Mr. Markku Rönkkö was elected as a new member of the Board of Directos.
4. Auditor The firm of independent public accountants KPMG Oy Ab was elected the auditor of Tulikivi Corporation, with Mr. Ari Eskelinen, Authorized Public Accountant, acting as the chief auditor.
5. Authorisation to acquire the company’s own shares The Annual General Meeting granted the Board authorisation to acquire the company’s own shares as proposed by the Board. The company’s own shares are acquired to develop the company’s capital structure and to be used as consideration in business and company acquisitions and other structural arrangements, the manner and scope of which will be determined at the discretion of the Board of Directors. In addition the shares will be acquired for the use in share-based incentive arrangement, for payment of share-based remuneration or otherwise to be transferred or cancelled. No more than a total of 2 760 397 Series A shares of the company shall be acquired and no more than a total of 954 000 Series K shares of the company shall be acquired, taking into account that the company may not hold more than 10 per cent of all shares. The authorisation is in force until the Annual General Meeting to be held in 2010 but, however, not for a longer period than 18 months as of the resolution by the General Meeting.
6. The authorisation of the Board of Directors to decide upon an issue of shares and the company´s own shares in possession of the company and the right to issue special rights which give entitlement to shares as defined in Chapter 10 Article 1 of the Companies´ Act. The Annual General Meeting authorised the Board of Directors to decide on the issue of new shares and the company´s own shares in possession of the company. The new shares or the company´s own shares in possession of the company will be issued in the following amounts: A total of no more than 5 520 794 A series and no more than 1 908 000 K series shares. The authorisation also includes the right to carry out share capital increase deviating from the shareholders´ pre-emptive subscription right provided there is a weighty financial reason from the company´s point of view for the deviation. The authorisation includes the right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth of all shares of the company. The authorisation also includes the right to issue special rights, as defined in Chapter 10 Article 1 of the Companies´ Act, which entitle to subscribe for shares against payment or by setting off the receivable. The authorisation also includes the right to pay remuneration in the form of shares. The Board of Directors is entitled to decide on other issues related to the share issues. The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2010.
7. Organisation of the Board and Board committees At its organisational meeting following the Annual General Meeting the Board elected Matti Virtaala as its chairman.
The Board decided to establish an Audit Committee and elected Juhani Erma as its chairman and Markku Rönkkö and Matti Virtaala as its members. Reijo Vauhkonen was elected chairman of the Nomination Committee and Bishop Ambrosius and Matti Virtaala were elected as members.
TULIKIVI OYJ
Matti Virtaala Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, Tel. +358 207 636 000 Matti Virtaala, Chairman of the Board Heikki Vauhkonen, Managing Director Distribution: , NASDAQ OMX Helsinki Ltd, key media, www.tulikivi.com
Trade date 30.3.2009 Bourse trade BUY Share TULAV Amount 1.530 shares Total cost 1.071,00 EUR Average price/ share 0,7000 EUR Highest price/ share 0,70 EUR Lowest price/ share 0,70 EUR
Tulikivi Corporation now holds a total of 134.000 shares including the shares repurchased on 30.3.2009.
On behalf of Tulikivi Corporation
Nordea Bank Finland Plc
Petri Simberg Julius Summanen
Trade date 27.3.2009 Bourse trade BUY Share TULAV Amount 2.000 shares Total cost 1.430,00 EUR Average price/ share 0,7150 EUR Highest price/ share 0,74 EUR Lowest price/ share 0,70 EUR
Tulikivi Corporation now holds a total of 132.470 shares including the shares repurchased on 27.3.2009.
Trade date 26.3.2009 Bourse trade BUY Share TULAV Amount 1.670 shares Total cost 1.182,50 EUR Average price/ share 0,7081 EUR Highest price/ share 0,73 EUR Lowest price/ share 0,70 EUR
Tulikivi Corporation now holds a total of 130.470 shares including the shares repurchased on 26.3.2009.
In the Helsinki Stock Exchange
Trade date 24.3.2009 Bourse trade BUY Share TULAV Amount 2.000 shares Total cost 1.470,00 EUR Average price/ share 0,7350 EUR Highest price/ share 0,74 EUR Lowest price/ share 0,73 EUR
Tulikivi Corporation now holds a total of 128.800 shares including the shares repurchased on 24.3.2009.