The Annual General Meeting of the Tulikivi Corporation held on April 14, 2011 approved the financial statement for the financial year 2010 and discharged the members of the Board of Directors and the Managing Director from liability. It was resolved to pay a dividend of EUR 0.0250 on Series A shares and 0.0233 on Series K shares. The Annual General Meeting accepted the proposals of the Board of Directors to amend the Articles of Association, to authorise the Board of Directors to acquire the company’s own shares, to decide upon an issue of shares, to dispose of the company’s own shares and 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 0.0250 on Series A shares – EUR 0.0233 on Series K shares The record date for the dividend payment will be April 19, 2011. The dividend will be paid out on April 28, 2011.
2. Remuneration of Board members and auditor’s fees The annual remuneration of a Board member is EUR 18 000. 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 6 500 monthly fee and the director serving as secretary to the Board of Directors a EUR 1 400 monthly fee. The members of committees of the Board will receive a EUR 330 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. Mr. Juhani Erma, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, 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., B.Sc. (Eng.) Pasi Saarinen from Joensuu 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 2012 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 on 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 or the company´s own shares in possession of the company as proposed by the Board. The new shares and 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 2012.
7. Organisation of the Board At its organisational meeting following the Annual General Meeting the Board elected Matti Virtaala as its chairman. Juhani Erma was elected chairman of the Audit Committee 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 CORPORATION
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
Tulikivi plans to relinquish its Kermansavi dishware business and the production of building stone by the end of 2011. The company also intends to give up its excavation and loading equipment used in soapstone quarrying and to increase the outsourcing of quarrying operations.
The growth strategy of Tulikivi Corporation, a well-known manufacturer of heat-retaining fire-places and interior stones, will be to focus on the manufacture of its fireplace, sauna and interior stone products, the further development of product concepts, and marketing to consumers.
For this reason Tulikivi plans to relinquish its dishware business and the production of building stone, and to concentrate on production within its natural stone product business. The building stone products have included facades, paving and other subcontracting work for construction and stone firms.
The intention is also to increase the subcontracting of soapstone quarrying. This will be accompa-nied by the relinquishing of excavation and loading equipment used in soapstone quarrying.
The company aims to focus on its core business and the improvement of profitability. By giving up some of its businesses Tulikivi will gain the opportunity to increase investments in new product groups and distribution, as envisaged by its growth strategy.
The dishware and building businesses recorded net sales of approximately EUR 3 million in 2010, and operated at a substantial loss.
It is estimated that about 50 employees will be affected by the rearrangements. Accordingly, Tulikivi will begin co-operation negotiations in the natural stone product business, quarrying and the Heinävesi factory.
TULIKIVI CORPORATION Board of Directors
Matti Virtaala, Chairman of the Board
Distribution: NASDAQ OMX Helsinki Principal media www.tulikivi.com
For further information please contact: Tulikivi Oyj, 83900 Juuka, tel. 0207 636 000, www.tulikivi.com – Matti Virtaala, Chairman of the Board – Heikki Vauhkonen, Managing Director
Tulikivi comprises the Tulikivi Corporation, which is a listed family enterprise, and its subsidiaries. Tulikivi is the world´s largest manufacturer of heat-retaining fireplaces. Tulikivi has four product groups: Fireplaces, Saunas, Interior & Design and Utility Ceramics. Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy. Tulikivi´s net sales are slightly under EUR 60 million, of which exports account for about half. Tulikivi employs approximately 500 people.
The shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on April 14, 2011 at 13.00 at the Kivikylä auditorium in Nunnanlahti, Juuka. The reception of persons who have registered for the meeting will commence at 12.30 a.m.
A. Matters on the agenda of the general meeting
The following matters will be dealt with by the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010 – Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend – The Board of Directors proposes to the Annual General Meeting that 0.0250 euros/share is paid as dividend for the A-series shares and that 0.0233 euros/share is paid as dividend for the K-series shares. The dividend decided by the Annual General Meeting will be paid for shares that have been recorded on the record date for the dividend payment in the shareholders’ register that is maintained by Euroclear Finland Ltd. The record date for the dividend payment is April 19, 2011. The Board of Directors proposes to the Annual General Meeting that the dividend payment date be April 28, 2011.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors – The Nomination Committee proposes that the annual remuneration of Board members is EUR 18,000, of which 60 per cent will be paid in cash and 40 per cent in the form of Series A shares in Tulikivi Corporation. The shares will be purchased on the stock exchange on or before December 31, 2011 for a total consideration per each Board member of no more than 7,200 euros. The purchase of shares will take place on the basis of the General Meeting’s resolution and instructions. If it is not possible to effect the purchase of the shares on or before the above date, the remuneration will be paid in cash. Unless the Board of Directors grants express permission in advance, members of the Board are not allowed to transfer any shares received in this manner until their Board membership has ended. In addition, the Chairman of the Board of Directors will be paid a 6,500 euros monthly salary and the Board member serving as secretary to the Board of Directors a 1,400 euros monthly salary. Board members who perform non-Board assignments for the company shall be paid a fee on the basis of time rates and invoices approved by the Board of Directors. Travel costs will be reimbursed in accordance with the company’s travelling compensation regulations. The members of committees of the Board will receive a 330 euros remuneration per each meeting.
11. Resolution on the number of members of the Board of Directors – It is proposed to the Annual General Meeting that seven members will be elected to the Board of Directors.
12. Election of members of the Board of Directors – The Nomination Committee proposes to the Annual General Meeting that Mr. Juhani Erma, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mrs. Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti Virtaala will be re-elected members of the Board of Directors, and that Mr. Pasi Saarinen, B.Sc. (Eng.), from Joensuu will be elected new member of the Board of Directors. More detailed personal information on Pasi Saarinen can be found on the company’s website in the context of Annual General Meeting material.
13. Resolution on the remuneration of the auditor – The Board of Directors proposes to the Annual General Meeting that the fees of the auditor are paid according to approved invoices.
14. Election of auditor – The Board of Directors proposes to the Annual General Meeting that the firm of authorized public accountants KPMG Oy Ab will be elected auditor, with Mr. Ari Eskelinen, Authorized Public Accountant, acting as the chief auditor.
15. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares – The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to authorise the Board of Directors to decide on the repurchase of the company’s own shares under the following terms:
a) The company’s shares are to be acquired in order to develop the company’s capital structure and to be used as consideration in acquisitions or other structural arrangements in a manner and with a scope determined by the Board of Directors. In addition, the shares may be acquired for the use in share-based incentive arrangements, for payment of share-based remuneration or otherwise to be transferred or cancelled.
b) A maximum number of 2,760,397 of the A-series shares and 954,000 of the K-series shares of the company may be repurchased, taking into account that the company may not hold more than 10 per cent of all shares.
c) Shares will be acquired in the following manner:
(i) The company’s A-series shares will be acquired through public trading at the NASDAQ OMX Helsinki Oy as decided by the Board of Directors and by deviating from the proportion in which the company’s shareholders own shares in the company, at the price set at the NASDAQ OMX Helsinki Oy and in accordance with its rules;
(ii) The company’s K-series shares will be acquired in proportion to shares owned by the shareholders by making an offer to the owners of the K-series shares with the following terms: the price paid for the K-series shares corresponds to the weighted average price paid in the executed transactions in the public trading of the A-series shares at the NASDAQ OMX Helsinki Oy during the two week period preceding the signing date of the offer. In case the company has not managed to acquire the number of K-series shares set out in the resolution by the General Meeting, the Board of Directors may acquire the remaining number from those owners of K-series shares willing to sell more than their proportional share of the shares to be acquired. In case more shares are offered for sale than the number to be purchased, the Board of Directors will decide, having regard to the ownership share of the sellers and the number of shares offered for sale, how the number of shares to be purchased is to be allocated among the shareholders offering shares for repurchase.
d) The repurchase of the shares will be carried out with funds available for distribution of profits and the acquisition will reduce the equity available for distribution
e) The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2012, however, not for a longer period than 18 months as of the resolution by the General Meeting.
f) All other issues related to the repurchase of shares are decided by the Board of Directors of the Company.
16. Authorizing the Board of Directors to decide on the issuance 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 Section 1 of the Companies Act.
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to authorise the Board of Directors to decide on the issue of new shares or the company’s own shares in the possession of the company. The new shares and the company’s own shares in possession of the company may be issued against payment or free of charge to all shareholders in accordance with their proportional ownership of the company’s shares or through a directed issue by 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. A directed share issue may only be free of charge if there is a particularly weighty financial reason for it from the point of view of the company and all its shareholders.
New shares may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K-series shares. The company’s own shares in the company’s possession may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K-series shares.
In addition, the authorisation would include a right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares of the company. When calculating this number, the number of shares held by the company as well as those held by its subsidiaries must be taken into account as set out in Chapter 15, Section 11, and subsection 1 of the Companies Act.
The authorisation would also include the right to issue special rights, as defined in Chapter 10, Section 1 of the Companies Act, which entitle to subscribe for new shares or shares in the possession of the company against payment. The payment may be made in cash or by setting off the subscriber’s receivable against the company as payment for the share subscription.
The Board of Directors may use the authorization for the purpose of making fee/salary payments in the form of shares.
The Board of Directors is entitled to decide on other issues related to the share issuances.
The authorisation to issue shares is in force until the Annual General Meeting to be held in 2012.
17. Closing of the meeting
B. Documents of the general meeting
The proposals of the Board of Directors and its Committees relating to the agenda of the General Meeting as well as this notice are available on Tulikivi Corporation’s website at www.tulikivi.com/investors/general meetings/general meeting 2011. The annual report of Tulikivi Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report as well as the the Corporate Governance Statement, is available on the above-mentioned website no later than March 16, 2011. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 28, 2011.
C. Instructions for the participants in the general meeting
1. The right to participate and registration Each shareholder, who is registered on April 4, 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal, Finnish book-entry account, is registered in the shareholders’ register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than April 4, 2011 giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given: a) by e-mail to the address kaisa.toivanen@tulikivi.fi or kaija.jaatinen@tulikivi.fi . b) by telephone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday at 8.00 a.m. – 4.00 p.m.); c) by telefax; + 358 207 636 130 or d) by regular mail to Tulikivi Corporation/ Annual General Meeting, FI-83900 Juuka In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or a proxy and his/her personal identification number.
The personal data given to Tulikivi Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on April 4, 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by April 11, 2011, at 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request in good time necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest by the time stated above. Further information is also available on www.tulikivi.com/investors/general meetings/general meeting 2011.
3. Proxy representative and powers of attorney A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered in originals to Tulikivi Corporation/ general meeting, FI-83900 Juuka on or before the last date for registration.
4. Other instructions and information Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this summons to the Annual General Meeting, on February 16, 2011, the total number of shares in Tulikivi Corporation is 37,143,970 of which the number of A-series shares is 27,603,970 and the number of K-series shares is 9,540,000. Of such shares, a total of 124,200 A-series shares are held by the company. A-series shares have 27,603,970 votes altogether and K-series shares have 95,400,00 votes. On the basis of the above, a maximum of 122,879,770 votes can be cast at the general meeting.
In Juuka February 16, 2011
TULIKIVI CORPORATION BOARD OF DIRECTORS
Tulikivi Corporation will arrange a briefing for analysts and press regarding its financial statements for 2010 and its long-term plans, on Thursday 17 February, 2011 at 11.00 a.m. at the Ravintola Sipuli restaurant at the address Kanavaranta 7, Helsinki.
Participants will be able to take a look at Tulikivi’s new sauna heaters before the start of the event.
Due to the arrangements at the premises, we would request that you register in advance by 4.00 p.m. on 14 February, 2011 at kaisa.toivanen@tulikivi.fi or by telephone, +358 (0)207 636 251.
See you there!
TULIKIVI CORPORATION Heikki Vauhkonen Managing Director
– Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 (0)207 636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
NASDAQ OMX Helsinki Ltd, main media
Tulikivi comprises the Tulikivi Corporation, which is a listed family enterprise, and its subsidiaries. Tulikivi is the world’s largest manufacturer of heat-retaining fireplaces. Tulikivi has four product groups: Fireplaces, Saunas, Interior & Design and Utility Ceramics. Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy. Tulikivi’s net sales are slightly under EUR 60 million, of which exports account for about half. Tulikivi employs approximately 500 people.
Tulikivi Corporation’s Corporate Governance Statement for 2010 is enclosed and it can be viewed on the company’s website, at www.tulikivi.com > Investors > Corporate Governance and Management.
Heikki Vauhkonen Managing Director
– Tulikivi Corporation, FI-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
Corporate Governance Statement 2011
NASDAQ OMX Helsinki Ltd, Central Media
Tulikivi Corporation is a stock-exchange listed family business and the world’s largest producer of heat-retaining fireplaces. The Group is known for its Tulikivi soapstone fireplaces and natural stone products, and the Kermansavi fireplaces and utility ceramics. The Group is also expanding its sauna business by launching a wide selection of electric and wood-fired sauna heaters. The Group’s net sales are approximately EUR 56 million, of which exports account for about half. The Group has six production plants and employs about 500 people. www.tulikivi.com
- The Tulikivi Group’s fourth-quarter net sales were EUR 16.6 million (EUR 15.6 million, 10-12/2009), the operating profit was EUR 0.8 (0.3) million and the result before taxes was EUR 0.7 (0.2) million. - In 2010, the net sales of the Tulikivi Group amounted to EUR 55.9 million (EUR 53.1 million in 2009), the operating result was EUR -0.3 (-2.4) million and the result before taxes EUR -1.0 (-3.3) million. Earnings per share amounted to EUR -0.02 (-0.06). - Year-end order books were at EUR 6.3 (4.8) million. - Cash flow from operating activities before investments was EUR 2.9 (3.7) million. - Future outlook: With growing sales and improved cost efficiency, the consolidated net sales are expected to be up from the previous year and the operating result is expected to improve significantly in 2011. - The Board will propose to the Annual General Meeting that a dividend of EUR 0.0250 per share on Series A shares and EUR 0.0233 per share on Series K shares will be paid.
New procedure for publishing releases From now on Tulikivi Corporation will publish its financial statement releases and interim reports as stock exchange releases with contain the information included in the releases and reports that is likely to have a material impact on the value of the share. The full-length financial statement release which contains a descriptive section and tables section will be attached to the stock exchange release. It will be available on the company´s website at www.tulikivi.com. The new procedure is based on the amendment to the Financial Supervisory Authority´s standard 5.2b.
Key financial ratios
Managing Director Heikki Vauhkonen “In 2010 Tulikivi operated in a divided business environment. While demand increased in Finland and the surrounding areas, the situation was more challenging in the traditional export market in Central Europe. During the year, demand for products with a lower profit margin was higher than expected. The results for the last three quarters were in the black but not sufficient enough to turn the loss of the first quarter into profit.
However, Tulikivi strengthened its foothold in the domestic fireplace market. Distribution efficiency has been increased, and the new Green products have been well received. Owing to an increase in new construction and a rise in the consumer energy price, the outlook on demand is good for the new year. Moreover, several new Tulikivi Service Points have been established, and a distribution agreement on fireplace products was made with the S Group. New points of sales will be an excellent addition to Tulikivi’s existing distribution network.
Demand in Central Europe was clearly lower than expected in 2010. Consumer uncertainty reduced the number of investment decisions. Despite the positive development in sales in the surrounding areas, total fireplace exports remained below the level of 2009. The outlook on export demand for 2011 is better than a year ago, thanks to consumers’ improved investment appetite and an increase in housing construction. We have been able to expand our distribution network, and the new design fireplaces have been well received in the market. The export of ceramic fireplaces is anticipated to grow in the Baltic countries and Russia.
The demand for lining stone products rose significantly last year. This was supported by the good situation in the fireplace markets in Sweden and Norway and the increase in the popularity of soapstone-lined fireplaces in the Central European markets and the improved market position of Tulikivi as a supplier of lining stone products. The outlook on demand for the next few months is also good.
The result for natural stone products was decreased by weak demand for building stones and deliveries being postponed until 2011.
In the autumn, the sauna business focused on the development of new products. Sales of the first new Tulikivi sauna heaters will be launched during the first quarter of 2011.
The measures of the centralisation and profitability programme that was started in 2009 were completed during 2010. Similar measures to boost cost efficiency will also be explored in future. The goal of the ERP project started at the turn of the year is to streamline and intensify Tulikivi’s business processes in order to achieve substantial savings while increasing net sales. A new system provided by IFS Oy is well-suited for a networked business model and will replace the two systems currently used.
As a whole, the outlook on demand in all business areas is more positive than before. The increase in net sales will further enhance Tulikivi's profitability.”
Net sales and result The 2010 net sales of the Tulikivi Group totalled EUR 55.9 million (EUR 53.1 million in 2009). The net sales of the Fireplaces Segment amounted to EUR 50.8 (47.8) million, and those of the Natural Stone Segment were EUR 5.1 (5.3) million.
Net sales in Finland totalled EUR 29.2 (25.9) million or 52.3 (48.9) per cent. Exports accounted for EUR 26.7 (27.2.) million of the net sales. The principal export countries were France, Sweden and Germany. The export of lining stones increased, but Fireplace exports did not perform as anticipated. The consolidated operating result was EUR -0.3 (-2.4) million. The Fireplaces Segment’s operating profit was EUR 2.2 (-0.2) million, while the operating result for the Natural Stone Products Segment was a loss of EUR -0.5 (-0.3) million, and the expenses under “Other items´” were EUR -2.0 (-1.9) million. The profit target of Fireplaces Segment was not reached as demand focused on products with a lower profit margin. During the fourth-quarter non-recurring expenses of EUR 0.1 million had a negative effect on profit resulting from the dismantling of the production machinery at Kuhmo. The programme of profitability and centralisation measures launched in 2009 was completed during the first half of 2010. Most of the targets set for the programme, such as relative cost savings, were achieved. The result for natural stone products was decreased by weak demand for building stones and deliveries being postponed until 2011. The consolidated result before taxes was EUR -1.0 (-3.3) million and comprehensive income was EUR -0.7 (-2.4) million. The consolidated return on investment was -0.1 (-4.3) per cent. Earnings per share amounted to EUR -0.02 (-0.06).
Tulikivi Group´s fourth-quarter net sales were EUR 16,6 million (EUR 15,6 million in 10-12/2009), the operating profit was EUR 0,8 (0,3) million and the profit before taxes EUR 0,7 (0,2) million.
Financing and investments Cash flow from operating activities before investments was EUR 2.9 (3.7) million. Working capital increased by EUR 0.9 million in the period and came to EUR 7.2 (6.3) million. Interest-bearing debt was EUR 25.3 (24.7) million and net financial expenses were EUR 0.7 (0.9) million.
The Group´s investments in production, quarrying and development came to total of EUR 3.4 (2.1) million. Major investments made during the year comprised the conversion and replacement investments made in fireplace production, development projects and the opening of new quarries and quarrying sites.
Personnel The Group employed an average of 404 (417) people during the financial year and 497 (484) at the end of the year. Of these employees, 426 (406) were employed by the Fireplaces Segment, 48 (52) by the Natural Stone Products Segment and 23 (26) in activities not allocated to a segment. In all, 96.4 per cent of the employment relationships were permanent and 3.6 per cent were temporary. Salaries and bonuses during the review period totalled EUR 15.7 (15.9) million.
Near-term risks .
The Group’s near-term risks are unexpected negative fluctuations in certain market areas. The renewal of the enterprise resource planning system is being launched. A schedule and cost risk is often associated with such projects.
Future outlook In Finland, the demand outlook for fireplace products are good as a result of increasing new construction and rising consumer energy prices. In exports, the revival in new construction and increasing consumer confidence will increase the demand for fireplaces during the financial year. The demand for lining stone products will remain good.
New and innovative solutions in sauna and fireplace products and expanding distribution network will all increase net sales.
With growing sales and improved cost efficiency, the consolidated net sales are expected to be up from the previous year and the operating result is expected to improve significantly in 2011.
Order books at the end of the year amounted to EUR 6.3 (4.8) million.
The Board’s proposal for the distribution of profits The parent company’s distributable equity amounts to EUR 10 116 thousand made up of EUR 7334 thousand in the reserve for invested unrestricted equity and EUR 2 782 thousand of equity distributable as dividends. The results for the year made up EUR -1010 thousand of the distributable equity. The Board will propose to the Annual General Meeting that the distributable equity be used as follows: - Dividend distribution EUR 0.0250/share for Series A shares EUR 0.0233/share for Series K shares in total approximately EUR 909 thousand. - EUR 9207 thousand will be retained in equity.
It is the Board's opinion that the proposed distribution of profits will not endanger the company's solvency.
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
Enclosure: Tulikivi Corportion´s Financial Statement Release Jan-Dec 2010
An annual Summary of Tulikivi Corporation´s stock exchange releases 2010 is available on company´s web-site at the address www.tulikivi.com/news/Annual_summary_2010.
Some of the information included in the releases and announcements might be out of date.
Tulikivi Corporation, 83900 Juuka, tel. +358 207 636 000, www.tulikivi.com – Financing Director Arja Lehikoinen
Tulikivi Corporation, known for its heat-retaining fireplaces and interior design stone products, is expanding its saunas business by launching a new and innovative range of sauna stoves.
At the end of the year, Tulikivi will launch a sauna stove collection based on new innovations and 21st-century design. The collection consists of both electric and wood-fired sauna stoves, and the design and technical solutions are based on a novel use of soapstone and ceramic material in sauna stoves.
The comprehensive range of high-quality electric and wood-fired sauna stoves will fit well in Tulikivi’s product selection alongside its fireplaces and interior design stone products, both on the Finnish market and in export markets. The most interesting export markets will be Russia, the Baltic countries and Scandinavia. In Finland, sales and customer service can make efficient use of Tulikivi’s own distribution network. The company has 35 Tulikivi Showrooms and 70 Tulikivi Service Points in Finland.
Tulikivi has appointed Christian Kraft, an engineer by training, as director of its Saunas Business. He has more than ten years’ experience heading sales and marketing in the sauna business.
It is estimated that 150 000 sauna stoves are sold in Finland each year. Half of these are wood-fired and half are electric stoves.
By focusing strongly on new customer segments and product groups, Tulikivi aims to expand its net sales. The company is looking to achieve organic growth of more than ten per cent annually.
NASDAQ OMX Helsinki Ltd Main media www.tulikivi.com
Tulikivi Corporation, 83900 Juuka, www.tulikivi.com Matti Virtaala, Chairman of the Board of Directors, +358 207 636 666 Heikki Vauhkonen, Managing Director, +358 207 636 555
Tulikivi Corporation is a stock-exchange listed family business and the world’s largest producer of heat-retaining fireplaces. The Group is known for its Tulikivi soapstone fireplaces and natural stone products, and the Kermansavi fireplaces and utility ceramics. The Group’s net sales are approximately EUR 53 million, of which exports account for about half. The Group has six production plants and employs about 500 people. http://www.tulikivi.com
- Tulikivi Group’s third-quarter net sales were EUR 13.9 million (Q3/2009: EUR 13.5 million), the operating profit was EUR 0.2 (0.6) million and the profit before taxes was EUR 0.1 (0.4) million. - The Group’s net sales for January-September were EUR 39.3 million (Jan-Sep/2009: EUR 37.5 million), the operating result was EUR -1.1 (-2.7) million and the result before taxes was EUR -1.6 (- 3.5) million. - Earnings per share amounted to EUR -0.03 (-0.08) in January- September and EUR 0.00 (0.01) in the third quarter. - Cash flow from operating activities was EUR -1.0 (-0.6) million. - Order books at the end of September stood at EUR 7.8 (6.0) million. -The Group’s fourth-quarter net sales are expected to be up and profitability to improve, but the 2010 result before taxes may remain slightly in the red.
Managing Director’s comments:
“In the third quarter, domestic sales of fireplaces performed very well. The situation in the market was good and our new products have been well received, and in the early autumn we also focused on promoting these products. Thanks to the various measures taken, the market share of Tulikivi products in Finland increased in the early part of the year.
“Lining stone sales were also good in the early autumn, and order books are strong to the end of the year.
“Fireplace exports in the January-September period were lower than expected, and the market environment in Central Europe is still challenging.
Third-quarter profitability was adversely affected by the early- season marketing measures of the new products and by the less favourable composition of sales in relation to a year earlier. The strong order books will enable an improvement in net sales and profitability in the final part of the year.”
Segment reporting
The Group’s operating segments are the Fireplaces Business and the Natural Stone Products Business. The Fireplaces Business includes soapstone and ceramic fireplaces sold under the Tulikivi and Kermansavi brands and their accessories, and 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 segments are included under ‘Other items’, which also includes financial expenses and taxes. Expenses not allocated to segments include expenses of the Group administration and expenses pertaining to financial administration. The segment reporting has been adjusted by allocating to the operating segments the data and personnel administration expenses previously included under expenses not allocated to segments. The comparison figures have been changed accordingly.
Net sales and result
The Group’s net sales for January-September were EUR 39.3 million (Jan-Sep/2009: EUR 37.5 million). The net sales of the Fireplaces Business were EUR 35.3 (33.4) million and of the Natural Stone Products Business EUR 4.0 (4.1) million.
Net sales in Finland accounted for EUR 20.8 (18.6) million, or 53.0 (49.6) per cent, of total net sales. Exports amounted to EUR 18.5 (18.9) million in net sales. The principal export countries were France, Sweden and Germany. Fireplace exports did not perform as well as expected due to the lower level of demand.
The Group’s consolidated operating result was EUR -1.1 (-2.7) million. The consolidated operating result for the Fireplaces Business was EUR 0.6 (-1.2) million and for the Natural Stone Products Business EUR -0.3 (-0.1) million. The expenses under ‘Other items’ came to EUR -1.4 (-1.4) million. The result for the Fireplaces Business was adversely affected by the marketing measures undertaken during the third quarter and by the focus of demand on lower margin products. The consolidated result before taxes was EUR -1.6 (-3.5) million, and the net result for the period was EUR -1.2 (-2.8) million. Earnings per share amounted to EUR -0.03 (-0.08).
The Group’s third-quarter net sales were EUR 13.9 (EUR 13.5) million, consolidated operating profit EUR 0.2 (0.6) million and profit before taxes EUR 0.1 (0.4) million. Earnings per share amounted to EUR 0.00 (0.01).
Financing and investments
Cash flow from operating activities before investments was EUR - 1.0 (-0.6) million. Working capital increased by EUR 3.1 (1.0) million in January-September and came to EUR 9.5 million (EUR 9.1 million on 30 September 2009). Interest-bearing debt was EUR 25.8 (22.7) million and consolidated net financial expenses were EUR 0.6 (0.8) million. The equity ratio was 36.9 (40.8) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 82.9 (77.4) per cent. The current ratio was 1.8 (1.7). Equity per share was EUR 0.59 (0.63).
The Group has a solid financial position. At the end of September the Group’s cash assets were EUR 7.8 (4.7) million and unused credit limits amounted to EUR 4.0 (9.0) million. A total of EUR 12.5 (15.6) million of the Group’s liability financing is under covenants connected with the Group’s solvency and profitability.
The Group’s investments in production, quarrying and development were EUR 2.0 (1.5) million in January-September. Research and development costs were EUR 1.4 (1.0) million, i.e. 3.4 (2.6) per cent of net sales. EUR 0.3 (0.2) million of this was capitalised in the balance sheet.
Product development focused on productisation of the Tulikivi Green products and an interior design fireplace collection and other new products. These products will complement and expand the uses of fireplaces in household heating. Other major development projects include development of the Group’s processes and renewal of the enterprise resource planning system.
Personnel
The Group employed an average of 389 (419) people during the report period. Salaries and bonuses totalled EUR 11.2 (11.6) 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 plan, introduced in 2008, comprises three earning periods, which are the calendar years 2008, 2009 and 2010. The bonus is determined on the basis of the Group’s result after financial items and the cash flow from operating activities after investments. A maximum total of about 360 000 Series A shares and a cash payment corresponding to the value of the shares can be paid as rewards on the basis of the entire share-based incentive plan. The maximum share reward for 2010 is 218 750 Series A shares and a cash payment corresponding to the value of the shares. The Managing Director’s proportion of this share reward is a maximum of 50 000 shares. The incentive pay scheme is based on the Group’s result and on the improvement in productivity, and the Managing Director and key personnel also have personal targets in addition to this.
Decisions of the Annual General Meeting
Tulikivi Corporation’s Annual General Meeting, held on 14 April 2010, resolved to pay a dividend of EUR 0.0250 on Series A shares and EUR 0.0233 on Series K shares. The dividend payout date was 26 April 2010. The other decisions of the general meeting are presented in the separate release published on the date of the meeting.
Transfer of the funds of the share premium account to the reserve for invested unrestricted equity
As decided by the Annual General Meeting held on 14 April 2010, the share premium account, which is part of the equity, has been reduced by transferring all the funds in the share premium account on the balance sheet as of 31 December 2009, i.e. EUR 7 334 116.06 in total, to the reserve for invested unrestricted equity.
The National Board of Patents and Registration of Finland issued a public notice on 6 May 2010 regarding the transfer of the funds in the share premium account to the reserve for invested unrestricted equity. By the due date for creditors, which was 19 August 2010, none of the creditors had opposed the reduction of the share premium account.
Treasury shares
The company did not purchase or assign any of its own shares during the report period. At the end of the period, the total number of Tulikivi shares held by company was 124 200 Series A shares, which corresponds to 0.3 per cent of the company’s share capital and 0.1 per cent of all voting rights.
Risks and uncertainties
The Group’s near-term risks are mainly associated with the increased uncertainty among consumers and the effect of this on consumers’ building and fireplace projects.
The risks and the means of preventing and controlling them are presented in more detail in section 38 of the notes to the financial statements in the 2009 Annual Report.
Future outlook
The growth in private house building in Finland means that the demand for Tulikivi products will continue to be strong. The demand for lining stone products will also continue to be good. In Central Europe the overall demand for fireplaces has fallen below earlier levels. Growth in net sales will be aided by the Tulikivi Green products and the new interior design fireplaces launched during the report period.
The Group’s fourth-quarter net sales are expected to be up and profitability to improve. However, as a result of export demand focusing on products with a lower profit margin, the 2010 result before taxes may remain slightly in the red.
The order books at the end of the report period amounted to EUR 7.8 million (EUR 6.0 million on 30 September 2009 and EUR 4.8 million on 31 December 2009).
Strategy
The revised strategy put in place in the Group at the beginning of the report period covers all key operating and financial targets to the end of 2015. Under the strategy, the company’s organic growth target for the next few years is an annual growth of over 10 per cent. The target for profit before taxes is to reach 10 per cent of net sales over the next five years. The target for return on equity is to exceed 20 per cent. Corporate acquisitions in support of the strategy are also possible.
INTERIM REPORT January – September 2010, SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME MEUR 1-9/ 1-9/ Change, 1-12/ 7-9/ 7-9/ Change 2010 2009 % 2009 2010 2009 %
Sales 39.3 37.5 4.7 53.1 13.9 13.5 2.8 Other operating income 0.4 0.5 0.6 0.2 0.1 Increase/decrease in inventories in finished goods and in work in progress 0.2 -1.0 -1.0 -1.0 -0.4 Production for own use 0.3 0.2 0.3 0.1 0.0 Raw materials and consumables 8.0 7.1 10.2 2.3 2.4 External services 6.3 5.3 7.6 2.3 1.9 Personnel expenses 14.0 14.7 20.0 4.3 4.2 Depreciation 3.5 4.2 5.5 1.2 1.3 Other operating expenses 9.4 8.6 12.1 2.9 2.8
Operating profit/ loss -1.1 -2.7 61.1 -2.4 0.2 0.6 -66.8 Percentage of sales -2.7 -7.3 -4.5 1.5 4.7 Finance income 0.2 0.1 0.2 0.0 0.0 Finance expense -0.8 -0.9 -1.1 -0.2 -0.3 Share of the profit of associated company 0.0 0.0 0.0 0.0 0.0
Profit before tax -1.6 -3.5 53.5 -3.3 0.1 0.4 -80.0 Percentage of sales -4.2 -9.4 -6.2 0.6 2.9 Change in deferred tax 0.4 0.7 1.0 0.0 -0.1
Profit/loss for the period -1.2 -2.8 56.1 -2.4 0.1 0.3 -65.1
Other comprehensive income Interest rate swaps 0.0 0.0 0.0 0.0 0.0 Translation differences 0.0 0.0 0.0 0.0 0.0
Total comprehensive income for the period -1.2 -2.9 58.3 -2.4 0.1 0.2 -66.1
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted -0.03 -0.08 56.6 -0.06 0.00 0.01 -75.0
CONSOLIDATED STATEMENT OF FINANCIAL POSITION MEUR 09/2010 09/2009 12/2009 ASSETS Non-current assets Property, plant and equipment Land 1.0 1.0 1.0 Buildings 7.1 7.6 7.4 Machinery and equipment 6.9 8.8 8.1 Other tangible assets 1.0 1.1 1.1 Intangible assets Goodwill 4.2 4.2 4.2 Other intangible assets 10.6 10.5 10.6 Investment properties 0.2 0.2 0.2 Available-for-sale investments 0.1 0.1 0.1 Receivables Deferred tax assets 1.8 1.5 1.6 Total non-current assets 32.9 35.0 34.3
Current assets Inventories 10.6 10.4 10.2 Trade receivables 6.5 6.1 4.1 Current income tax receivables 0.1 0.1 0.3 Other receivables 0.9 0.9 0.9 Cash and cash equivalents 7.8 4.7 10.6 Total current assets 25.9 22.2 26.1 Total assets 58.8 57.2 60.4
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 6.3 Share premium fund - 7.4 7.4 Treasury shares -0.1 -0.1 -0.1 Translation difference 0.0 -0.1 -0.1 Revaluation reserve -0.1 -0.1 -0.1 Invested unrestricted equity 7.4 Retained earnings 8.2 9.9 10.4 Total equity 21.7 23.3 23.8 Non-current liabilities Deferred income tax liabilities 1.7 1.9 1.9 Provisions 1.0 0.9 1.0 Interest-bearing debt 20.1 18.0 19.9 Other debt 0.1 0.1 Total non-current liabilities 22.9 20.8 22.9 Current liabilities Trade and other payables 8.4 8.1 8.7 Current income tax liabilities 0.0 0.0 Current provisions 0.2 0.3 0.2 Short-term interest-bearing debt 5.6 4.7 4.8 Total current liabilities 14.2 13.1 13.7 Total liabilities 37.1 33.9 36.6 Total equity and liabilities 58.8 57.2 60.4
CONSOLIDATED STATEMENT OF CASH FLOWS 01-09/ 01-09/ 01-12/ MEUR 2010 2009 2009
Cash flows from operating activities Profit/loss for the period -1.2 -2.8 -2.4 Adjustments: Non-cash transactions 3.5 4.1 5.5 Interest expenses and interest income and taxes 0.2 0.1 0.0 Change in working capital -3.1 -1.0 1.8 Interest paid and received and taxes paid -0.4 -1.0 -1.2 Net cash flow from operating activities -1.0 -0.6 3.7
Cash flows from investing activities Investment in property, plant and equipment and intangible assets -2.0 -1.5 -2.0 Grants received for investments and sales of property, plant and equipment 0.1 0.2 0.2 Net cash flow from investing activities -1.9 -1.3 -1.8
Cash flows from financing activities Proceeds from non-current and current borrowings 5.0 5.1 Repayment of non-current and current borrowings -4.0 -4.0 -7.0 Dividends paid and treasury shares -0.9 -1.1 -1.1 Net cash flow from financing activities 0.1 -5.1 -3.0
Change in cash and cash equivalents -2.8 -7.0 -1.1
Cash and cash equivalents at beginning of period 10.6 11.7 11.7 Cash and cash equivalents at end of period 7.8 4.7 10.6
STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans- SWOP Re- Trea- Re- Total capital pre- lation valua- sury tained mium- diff. tion share earn- fund re- ings Equity serve
Jan. 1, 2010 6.3 7.4 -0.1 - -0.1 -0.1 10.4 23.8 Dividends paid and treasury shares -0.9 -0.9 Total comprehensive income for the period 0.1 -1.2 -1.1 Fund transaction -7.4 7.4 0.0 Equity Sept. 30, 2010 6.3 0.0 0.0 7.4 -0.1 -0.1 8.2 21.7
Equity Jan. 1, 2009 6.3 7.4 0.0 -0.1 -0.1 13.7 27.2 Dividends paid and treasury shares -1.0 -1.0 Total comprehensive income for the period -0.1 -2.8 -2.9 Equity Sept 30, 2009 6.3 7.4 -0.1 - -0.1 -0.1 9.9 23.3
SEGMENT REPORTING 1-9/ 1-9/ 1-12 / MEUR 2010 2009 2009 Operating segments Sales 39.3 37.5 53.1 Fireplaces 35.3 33.4 47.8 Natural Stone Products 4.0 4.1 5.3
Operating profit/loss -1.1 -2.7 -2.4 Fireplaces 0.6 -1.2 -0.2 Natural Stone Products -0.3 -0.1 -0.3 Other items -1.4 -1.4 -1.9
OPERATING SEGMENTS QUARTERLY Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2010 2010 2010 2009 2009 2009 2009 Operating segments Sales 13.9 14.7 10.7 15.6 13.5 13.0 11.0 Fireplaces 12.8 13.0 9.5 14.4 12.4 11.4 9.6 Natural Stone Products 1.1 1.7 1.2 1.2 1.1 1.6 1.4
Operating profit/loss 0.2 0.4 -1.7 0.3 0.6 -0.6 -2.7 Fireplaces 0.9 0.8 -1.1 1.0 1.2 -0.2 -2.2 Natural Stone Products -0.2 0.1 -0.2 -0.2 0.0 0.0 -0.1 Other items -0.5 -0.5 -0.4 -0.5 -0.6 -0.4 -0.4
ASSETS AND LIABILITIES BY SEGMENT ON SEPT. 30, 2010 Fire- Natural Other Total places Stone items Products Assets by segment 46.9 4.1 7.8 58.8 Liabilities by Segment 8.2 0.7 28.2 37.1 Investments 1.5 0.0 0.4 1.9 Depreciation and amortisation expenses 3.1 0.2 0.2 3.5
KEY FINANCIAL RATIOS AND SHARE RATIOS 1-9/10 1-9/09 7-9/10 7-9/09 1-12/09
Earnings per share, EUR -0.03 -0.08 0.00 0.01 -0.06 Equity per share, EUR 0.59 0.63 0.59 0.63 0.64 Return on equity, % -7.2 -14.8 0.4 4.5 -9.2 Return on investments, % -2.5 -6.9 0.5 5.6 -4.3 Equity ratio, % 36.9 40.8 39.4 Net indebtness ratio, % 82.9 77.4 59.4 Current ratio 1.8 1.7 1.9 Gross investments, MEUR 2.0 1.5 2.1 Gross investments, % of sales 5.0 4.0 4.0 Research and development costs, MEUR 1.4 1.0 1.6 %/sales 3.4 2.6 3.1 Outstanding orders (30 Sept), MEUR 7.8 6.1 4.8 Average number of staff 389 419 417
Rate development of shares, EUR Lowest share price, EUR 1.07 0.67 0.67 Highest share price, EUR 1.79 1.30 1.30 Average share price, EUR 1.38 0.94 0.96 Closing price, EUR 1.29 1.00 1.06
Market capitalization at the end of period, 1000 EUR 47 755.5 37 019.8 39 241.0 (Supposing that the market price of the K-share is the same as that of the A-share) Number of shares traded, (1000 pcs) 3 037.0 3 030.7 3 959.0 % of total amount of A-shares 11.1 11.0 14.4 Number of shares average 37019770 37025021 37019770 37019770 37023708 Number of shares 30 Sept. 37019770 37019770 37019770 37019770 37019970
NOTES TO THE CONSOLIDATED FINANCIALS STATEMENTS This financial statement release has been prepared in accordance with the IAS 34 Interim Financial Reporting standard.
In preparing of this interim report, Tulikivi has applied same accounting policies as in the 2009 financial statements, with the exception of the following new/amended standards that the group has adopted as from January 1, 2010:
- Revised IFRS 3 Business combinations (effective as of 1 July 2009). The revised standard includes several significant changes. - Amendments to IAS 27 Consolidated and separate financial statements (effective as of 1 July 2009). The amended standard affects accounting for step acquisitions and divestments. - Amendment to IAS 39 Financial Instruments: Recognition and Measurement - Eligible hedged items (effective as of 1 July 2009) - IFRIC 17 Distributions of Non-cash Assets to Owners (effective as of 1 July 2009) - IFRIC 18 Transfers of assets from customers (effective as of 1 July 2009) - Improvements to IFRSs (April 2009, mainly effective as of 1 January 2010). - Amendments to IFRS 2 Share-based Payment – Intra-group cash- settled share-based payment transaction (effective as of 1 January 2010).
The Group’s view is that the adoption of the standards and interpretations mentioned above will not have any significant effect on the financial statements of 2010 reporting period. The adaptation of the revised IFRS 3 would affect the financial statements of Tulikivi Group in 2010, should a transaction during the financial period meet the definition of a business combination.
The key performance ratios and share ratios are calculated using the same methods as for the consolidated financial statements for 2009. The calculations rules can be found in the 2009 annual report, page 76.
Income taxes EUR million 01-09/10 01-09/09 01-12/09 Taxes for the current and previous reporting periods 0.0 -0.1 0.1 Deferred taxes 0.4 0.8 0.9 Total 0.4 0.7 1.0
Collaterals given EUR million 9/10 9/09 12/09 Loans from credit institutions and other long term debts and loan guarantees, with related mortgages and pledges 24.2 18.4 21.9 Mortgages granted and collaterals pledged 29.7 28.6 28.2 Other given guarantees and pledges on behalf of own liabilities 0.7 0.5 0.8 Derivatives Interest rate swaps Nominal value 6.5 8.2 7.3 Fair value -0.2 -0.3 -0.3 Foreign exchange forward contracts Nominal value 0.1 - 0.1 Fair value - - 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: 1-9/10 1-9/09 1-12/09 Acquisition costs 1.0 0.9 1.1 Proceeds from sale -0.0 0.0 -0.1 Total 1.0 0.9 1.0
Provisions The Group’s non-current provisions are an environmental provision of EUR 0.6 million and a warranty provision of EUR 0.4 million. Current provisions include the latter part of in 2009 recognized restructuring provision of EUR 0.2 million.
Non-current provisions are itemized in greater detail in notes 26. Provisions and 34. Contingent liabilities in the consolidated financial statements in Annual Report 2009. Contingent liabilities have not changed after the end of the financial period.
Share capital Share capital by share series
Number of % of % of Share, 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 Sept 30, 2010 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 NASDAQ OMX Helsinki Ltd. No flagging notifications were made to the company during the review period.
Board authorizations The Annual General Meeting of April 14, 2010 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 Annual General Meeting 2011.
The Board of Directors has further an authorization to decide on share issues and the conveyance of the company’s own shares in the possession of the company. 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 Annual General Meeting 2011.
The number of the shares in the company´s possession at the end of period was 124 000 series A shares.
Related party transactions The following transactions with related parties took place: EUR 1000 9/10 9/09 12/09 Sales to associated companies 4 7 7 Purchases from associated companies 133 117 148
Sales to related parties 12 24 30
Leases from related parties 83 83 109
Receivables from the related parties 0 12 0
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 99 thousand (98 thousand) in the period. The rent corresponds with the market rents. The service charges from the Foundation were EUR 7 (39) thousand and rent charges on land EUR 2 (2) thousand. Outstanding receivables from the Foundation amounted EUR 0 (12) thousand.
Key management compensation EUR 1000 9/10 9/09 12/09 Salaries and other short-term employee benefits of the Board of Directors and Managing Directors 354 347 479 Other long term employee benefits 66 51 83
Largest shareholders on September 30, 2010 Name of shareholder Shares Pro- portion of total vote
Vauhkonen Reijo 4 186 827 24.3 % Vauhkonen Heikki 3 014 724 24.1 % Elo Eliisa 2 957 020 5.9 % Virtaala Matti 2 429 887 12.6 % Mutual Pension Insurance Ilmarinen 1 902 380 1.5 % Mutanen Susanna 1 643 800 7.2 % Vauhkonen Mikko 782 310 3.5 % Paatero Ilkka 718 430 0.6 % Nuutinen Tarja 674 540 3.5 % Investment Fond Phoebus 585 690 0.5 % Other shareholders 18 248 362 16.3 %
The information in the 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, Leppävirran Matkailukeskus Oy and Rakentamisen MALL Oy.
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com - Chairman of the Board of Directors Matti Virtaala, +358 207 636 666 - Managing Director Heikki Vauhkonen, +358 207 636 555