Annual report
6.2.2008
– The Tulikivi Group´s sales were EUR 69,9 million in 2007 (EUR 82,1 million year 2006). – The Group´s profit before taxes was EUR 0,2 (7,8) million. – Cash flow from operating activities before investments was EUR 2,5 (12,0) million. – The order backlog at the end of the year totalled EUR 6.9 (10.4) million.
Changes in segment reporting and Group structure As of January 1, 2007, the Group’s business segments are the Fireplaces Business, Natural Stone Products Business and Other Operations. The Fireplaces Business includes soapstone and ceramic fireplaces, and also stone lining for heaters. The Natural Stone Products Business includes interior decoration stone products for households and stone deliveries to construction sites. Other Operations includes expenses that are not allocated to the Group’s business functions, tax and financial expenses, as well as sales of ceramic utensils and the expenses of this business. Kermansavi Oy merged with Tulikivi Corporation as at December 31, 2007.
Sales and result The Group’s sales amounted to EUR 69.9 million (EUR 82.1 million in 2006). The Fireplaces Business posted sales of EUR 59.7 (72.0) million, the Natural Stone Products Business sales of EUR 7.4 (7.3) million and Other Operations sales of EUR 2.8 (2.8) million. The Group´s comparable sales, excluding sales of ceramic fireplaces and utensils in Q1 amounted to EUR 66.2 million.
Sales in Finland accounted for EUR 38.3 (40.2) million, representing 54.8 (48.9) per cent of the Group´s total sales. Exports accounted for EUR 31.6 (41.9) million. The largest countries for exports were Sweden, Germany and France.
The Group’s operating profit was EUR 1.0 (8.2) million. The Fireplaces Business had an operating profit of EUR 4.4 (11.0) million, the Natural Stone Products Business an operating profit of EUR 0.4 (0.3) million and Other Operations an operating loss of EUR –3.8 (-3.1) million. The result for Fireplaces Business was burdened by the decrease in general demand for fireplaces resulting in drop in sales, additional costs incurred by the introduction of the domestic distribution channel and the start-up of the new factory, and non-recurring costs amounting to EUR 0.7 million incurred in adjusting the production to the prevailing demand. The result of the Other operations includes the loss of ceramic utensils sales, EUR 0.8 million, comprising non-recurring expenses amounting to EUR 0.3 million.
Consolidated profit before taxes was EUR 0.2 (7.8) million. Profit for the year was EUR 0.4 million. The Group´s return on investment was 2.5 (21.7) per cent. Earnings per share amounted to EUR 0.01 (0.16).
Cash flow and financing The Group’s financial position remained good. Cash flow from operating activities before investments amounted to EUR 2.5 (12.0) million. Current ratio was 1.6 (1.5). The equity ratio was 43.9 (46.4) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 64.7 (40.9) per cent. Equity per share amounted to EUR 0.74 (EUR 0.83). Finance income during the reporting period amounted to EUR 0.2 million and financial expenses to EUR 1.0 million.
Investments and development activities The Group’s investments totaled EUR 5.7 (24.1) million. The major investments during the reporting period were assigned for production, quarrying machines, opening new quarries and introduction of new distribution channel.
R&D expenditure totalled EUR 1.6 (1.8) million which is in comparison to sales 2.3 (2.2) per cent. In development activities the focus was on developing combustion techniques for fireplaces. The soapstone reserves were explored in addition to Finland also in the Russian part of Karelia.
Personnel The Group employed an average of 682 people during the reporting period (664) and at the end of the reporting period 693 (765). Of the personnel, 549 were employed by Fireplaces, 54 by Natural Stone Products and 90 by Other Operations. 97.3 per cent of the employment relationships were permanent and 2.7 per cent temporary. Salaries and bonuses during the financial year totalled EUR 21.2 (22.3) million. Occupational safety has developed well. The number of work accidents per one hundred thousand working hours was 0.04 (0.06). The number of personnel was adjusted to meet the group´s objectives.
As a result for the co-operation negotiations which ended in January 2008 67 persons were terminated and 26 persons were laid off until further notice. A provision for restructuring costs amounting to EUR 0.7 million was recognised in the financial statements.
Decisions made by Annual General Meeting held on April 13, 2007 Dividend distribution Tulikivi Corporation´s Annual General Meeting decided on April 13, 2007 to pay dividend EUR 0.090 per A share and 0.088 per K share.
Board of Directors, managing director and auditors At Tulikivi Corporation’s Annual General Meeting held on April 13, 2007, the following members were elected to the Board of Directors: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Maarit Toivanen-Koivisto, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. From amongst its members, the Board of Directors elected Matti Virtaala chairman. Juha Sivonen acted as managing director for Tulikivi Corporation until May 28, 2007 when he was preceded by Heikki Vauhkonen.
The firm of authorized public accountants KPMG Oy Ab is the company’s auditor.
Authorization to acquire company’s own shares The Board of Directors has an authorization 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 2008.
The Board of Directors has an authorization to decide on share issues and the conveyance of the company’s own shares in the possession of the company and the granting of special rights that give entitlement to shares as set forth in Chapter 10, Article 1 of the Companies Act.
The Annual General Meeting authorized the Board of Directors 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 also includes the right to issue special rights, as defined in Chapter 10, Article 1 of the Companies Act, entitling the right holder to subscribe for shares against payment or by setting off the receivable.
Changes in the articles of association The articles of association for Tulikivi Corporation were changed so that they are in accordance with the new Companies Act.
Significant risks related to business operations The Group´s risks are divided into strategic and operational risks, damage, casualty and loss risks and financial risks. The risk analysis and risk management are part of strategic planning process which is conducted regularly on an annual basis. In the assessment of risks, their probability and impacts are taken into account. The risk management strives to ensure that the risks affecting Tulikivi Group´s business activities are identified and managed as effectively as possible, in order to achieve Group´s strategic and economic objectives.
Environmental obligations Tulikivi´s environmental strategy aims towards systematic progress in environmental efforts in the specified areas. All of Tulikivi Corporation´s quarries have the environmental permits required. In addition the Group has pending renewal processes for environmental permits. The Group operates in line with environmental permits and complies with the requirements of the authorities and environmental protection.
The company bears its responsibilities for the environmental impacts of its operations. On the basis of the Mining Act and environmental legislation, the Tulikivi Group has landscaping obligations that must met when operating the quarries and after quarries and plants are eventually shut down. The Group´s operations do not burden the environment with hazardous or poisonous substances.
The Group is neither party to judicial or administrative procedures concerning environmental issues nor is it aware of any environmental risks that would have a significant effect on its financial position.
Future Outlook The new domestic distribution channel works more effectively. The demand for fireplaces is developing in a different way in European countries. This is reflected especially in demand for lining stones. The sales of the Group is expected to remain on the same level as in 2007 but the result is anticipated to improve significantly.
The Board´s dividend proposal The parent company´s distributable equity amounts to EUR 7 504 thousand, of which the profit for the period accounts for EUR 46 thousand. The Board will propose to the Annual General Meeting that the distributable equity be used as follows:
Dividend payout: EUR 0.0450/share on Series A shares EUR 0.0433/share on Series K shares To a total of EUR 1 655 thousand
Retained in equity 5 849 thousand. No significant changes have taken place in the company´s financial position after the end of the financial year. The company´s liquidity is good and in the view of the Board of Directors the proposed dividend payout does not jeopardize the company´s solvency.
CONSOLIDATED INCOME STATEMENT MEUR 01-12/ 01-12/ Change 10-12/ 10-12/Change 2007 2006 % 2007 2006 %
Sales 69.9 82.1 -14.9 16.8 24.5 -31.3 Other operating income 0.6 0.6 0.1 0.1 Increase/decrease in inventories in finished goods and in work in progress 2.1 -0.3 0.0 -0.1 Production for own use 1.1 1.0 0.2 0.3 Raw materials and consumables 14.2 14.4 3.4 4.5 External services 11.1 10.5 2.9 3.3 Personnel expenses 27.1 28.7 7.0 8.5 Depreciation and amortisation 5.7 5.2 1.3 1.5 Other operating expenses 14.7 16.3 3.3 4.5
Operating profit 1.0 8.2 -88.3 -0.7 2.5 -127.0 Percentage of sales 1.4 10.0 -4.0 10.2 Finance costs (net) -0.8 -0.4 -0.2 0.0 Share of the profit of associated companies 0.0 0.0 0.0 0.0
Profit before tax 0.2 7.8 -97.9 -0.9 2.4 -137.8 Percentage of sales 0.2 9.5 -5.5 9.9 Income taxes 0.2 -2.1 0.5 -0.7
Profit for the year 0.4 5.7 -93.7 -0.4 1.7 -123.8
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted 0.01 0.16
CONSOLIDATED BALANCE SHEET MEUR 12/07 12/06 ASSETS Non-current assets Property, plant and equipment Land 1.1 0.9 Buildings 8.6 8.9 Machinery and equipment 12.7 13.8 Other tangible assets 1.4 1.2 Intangible assets Goodwill 4.3 4.3 Other intangible assets 11.1 10.5 Investment properties 0.2 0.2 Available-for-sale investments 0.1 0.1 Receivables Deferred tax assets 1.0 0.6 Total non-current assets 40.5 40.5
Current assets Inventories 12.7 10.6 Trade receivables 5.3 8.5 Current income tax receivables 0.1 0.0 Other receivables 0.5 2.0 Cash and cash equivalents 3.8 4.9 Total current assets 22.4 26.0 Total assets 62.8 66.5
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 Share premium fund 7.4 7.4 Translation difference -0.1 Retained earnings 14.0 17.0 Total equity 27.6 30.7 Non-current liabilities Deferred income tax liabilities 2.3 3.1 Provisions 0.9 0.8 Interest-bearing debt 17.7 14.7 Other debt 0.3 0.4 Total non-current liabilities 21.2 19.0 Current liabilities Trade and other payables 9.4 13.7 Current income tax liabilities 0.1 0.4 Current provisions 0.7 Current interest-bearing debt 3.8 2.7 Total current liabilities 14.0 16.8 Total liabilities 35.2 35.8 Total equity and liabilities 62.8 66.5
CONSOLIDATED CASH FLOW STATEMENT MEUR 01-12/ 01-12/ 2007 2006 Cash flows from operating activities Profit for the period 0.4 5.7 Adjustments: Non-cash transactions 5.5 5.1 Interest expenses and interest income and income taxes 0.6 2.5 Change in working capital -1.8 0.8 Interest paid and received and taxes paid -2.2 -2.1 Net cash flow from operating activities 2.5 12.0 Cash flows from investing activities Acquisition of subsidiaries -11.0 Investment in property, plant and equipment and intangible assets -5.7 -10.1 Grants received for investments and sales of property, plant and equipment 1.4 1.0 Net cash flow from investing activities -4.3 -20.1
Cash flows from financing activities Non-current and current loans taken 8.5 15.3 Repayment of non-current loans -4.4 -3.8 Dividends paid -3.4 -2.6 Net cash flow from financing activities 0.7 8.9
Change in cash and cash equivalents -1.1 0.8
Cash and cash equivalents at beginning of period 4.9 4.1
Cash and cash equivalents at end of period 3.8 4.9
KEY FINANCIAL RATIOS AND SHARE RATIOS 12/07 12/06 Order backlog (Dec. 31), MEUR 6.9 10.4 Gross investment, MEUR 5.7 24.1 Gross investment, % of sales 8.1 29.4 Average number of personnel 682 664
Earnings per share, EUR 0.01 0.16 Equity per share, EUR 0.74 0.83 Return on investment, % 2.5 21.7 Equity ratio, % 43.9 46.4 Gearing, % 64.7 40.9 Current ratio 1.6 1.5
Number of shares, average 37143970 36784755 Number of shares Dec. 31, 2007 37143970 37143970
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans- Re- Total capital premium lation tained fund diff.earnings
Equity January 1, 2007 6.3 7.4 0.0 17.0 30.7 Translation differences -0.1 -0.1 Contributions -0.1 -0.1 Profit for the year 0.4 0.4 Dividends -3.3 -3.3 Equity Dec.31, 2007 6.3 7.4 -0.1 14.0 27.6
Equity January 1, 2006 6.2 5.4 0.0 13.9 25.5 Translation differences 0.0 0.0 Contributions -0.1 -0.1 Profit for the year 5.7 5.7 Dividends -2.5 -2.5 Share issue 0.1 2.0 2.1 Equity Dec. 31, 2006 6.3 7.4 0.0 17.0 30.7
SEGMENT REPORTING 01-12/ 01-12/ MEUR 2007 2006 Sales 69.9 82.1 Fireplaces Business 59.7 72.0 Natural Stone Products Business 7.4 7.3 Other Operations 2.8 2.8
Operating profit 1.0 8.2 Fireplaces Business 4.4 11.0 Natural Stone Products Business 0.4 0.3 Other Operations -3.8 -3.1
BUSINESS SEGMENTS QUARTERLY MEUR Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2007 2007 2007 2007 2006 2006 2006 2006
Sales 16.8 16.5 17.4 19.2 24.4 20.5 20.9 16.3 Fireplaces Business 14.4 13.9 14.7 16.7 21.5 17.8 18.1 14.6 Natural Stone Products Business 1.7 1.7 2.1 1.9 1.8 1.7 2.1 1.7 Other Operations 0.7 0.9 0.6 0.6 1.1 1.0 0.7
Operating profit -0.6 0.3 0.6 0.7 2.4 2.4 1.7 1.7 Fireplaces Business 0.8 0.8 1.4 1.4 3.2 2.8 2.7 2.3 Natural Stone Products Business 0.0 0.1 0.2 0.1 0.0 0.2 0.0 0.1 Other Operations -1.4 -0.6 -1.0 -0.8 -0.8 -0.6 -1.0 -0.7
This financial statement bulletin is prepared in accordance with IAS 34 Interim Financial Reporting. Tulikivi has applied same accounting principles and calculation methods as for the consolidated financial statements for 2006 with the exception to the following new or revised standards adopted as from January 1, 2007: – IFRS 7 Financial Instruments: Disclosures – Amendment of IAS 1, Presentation of Financial Statements – Capital disclosures The adoption of these standards mainly affects the notes to consolidated financial statements. The interpretations effective as from January 1,2007 did not have an impact on the consolidated financial statements.
The Group applies the unit of production method for the depreciation of new quarries instead of the previously used straight-line depreciation method. The change in the depreciation method decreased the depreciation in 2007 by EUR 0.4 million compared to the depreciation method applied previously. Other minor changes in accounting methods applied resulted in a decrease in profit of EUR 0.2 million.
The key performance ratios and share ratios are calculated using the same methods as for the consolidated financial statements for 2006. The formulas can be found in the 2006 annual report, page 64.
Use of estimates When preparing the financial statements certain assumptions and estimates regarding future have to be made. The outcomes might differ from these assumptions and estimates. In addition judgements have to be made in the application of accounting principles. The estimates affect the amounts of assets and liabilities at the balance sheet date, reporting of contingent liabilities and income and expenses for the reporting period. Estimates are used i.a. when determining realisability of certain assets, useful lives of property, plant and equipment and intangible assets, income taxes, provisions and impairment of goodwill.
Business combinations
On the basis of additional information gained during the reporting period, the accounting for the acquisition of the shares in Kermansavi Oy in 2006, was adjusted by increasing environmental provisions by EUR 0.2 million, reversing an unjustified revaluation of EUR 0.05 million and increasing the amount of deferred tax liabilities recognized with EUR 0.1 million. Due to these adjustments, the related goodwill increased with EUR 0.3 million, and amounted to EUR 3.6 million on December 31, 2007. The comparative information for 2006 has been restated.
Income taxes MEUR 1-12/07 1-12/06 Taxes for the current and previous reporting periods -1.1 2.1 Deferred taxes 1.3 0 Total 0.2 2.1
Collaterals given MEUR 12/2007 12/2006 Mortages granted and collaterals pledged 26.3 29.8 Derivatives Interest rate swaps Nominal value 7.4 8.3 Fair value 0.1 0.1 The fair value of derivatives is the gain or loss for closing the contract based on market rates at the balance sheet date.
Environmental and warranty provisions MEUR Environ- Warranty mental provisions provisions Provisions, Jan. 1, 2007 0.6 0.4 Increase in provisions 0.1 0.4 Effect of discounting -0.3 Used provisions 0 -0.3 Provisions, Dec. 31, 2007 0.4 0.5
Environmental and warranty provisions are included in non-current provisions. In 2007 a restructuring provision of EUR 0.7 million has been recognised and it is included in current provisions.
The contingent liabilities include contingent part of Kivia Oy’s purchase consideration (0.3 MEUR) that has been recognised in other non- current liabilities in the consolidated financial statements. In addition the Group has landscaping obligations in accordance with the Mining Act and environmental legislation, which have to be fulfilled during the related operations and when closing the quarries. The cost for monitoring the environment after the closure of the quarries and the part of the landscaping obligation that can be reliably measured have been taken into account when recognising the environmental provisions. The covering works for banking areas of the quarries is based on the long-term quarrying plan according to which the surface material of new quarries opened is utilised. No provision is recognised for this covering, as this landscaping work is not expected to increase the costs of normal quarrying operations. 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 Dec.31, 2007 37 143 970 100.0 100.0 6 314 475
There have been no changes in Tulikivi Corporation´s share capital. According to the articles of association for the dividend paid for Series A shares shall be 0.0017 EUR higher than the dividend paid on Series K shares. Each Series K shares confers 10 votes at a general meeting, while each Series A shares confers one vote. The Series A share is listed on the OMX Nordic Exchange in Helsinki and its trading code is TULAV.
Rate development and exchange of Series A shares During the reporting period, 5.4 million shares were traded, with the value of share turnover being EUR 14.5 million. The highest rating for the share was EUR 3.75 and the lowest was EUR 1.53. The closing rate for the period was EUR 1.56.
Related party transactions
12/2007 12/2006 Sales of goods and services -sales of goods and services to associated companies 2 5
Purchases of goods and services -purchases of goods and services from associated companies 86 171
Transactions with key management – leases from related parties 105 103 – leases to related parties 0 2
Transactions with other related parties Tulikivi Corporation is a founder member of the Finnish Stone Research Foundation. In 2007 the company has donated EUR 70 thousand (in 2006 EUR 50 thousand) for the 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 124 462 in 2007 (EUR 123 640 in 2006). The rent corresponds with the market rents. The sales of services to foundation were EUR 33 551 in 2007 (EUR 37 740 in 2006). The foundation did not provide services to the Group during the reporting period (EUR 30 000 year 2006).
Largest shareholders on December 31, 2007 Name of shareholder Shares Proportion of total
Vauhkonen Reijo 4 140 179 24.2 % Vauhkonen Heikki 2 999 739 24.1 % Elo Eliisa 2 957 020 5.9 % Virtaala Matti 2 417 152 12.6 % Mutual Pension Insurance Company Ilmarinen 1 902 380 1.5 % Mutanen Susanna 1 643 800 7.2 % Vauhkonen Mikko 797 700 3.6 % Paatero Ilkka 718 430 0.6 % Nuutinen Tarja 674 540 3.5 % Investment Fund Phoebus 608 140 0.5 % Other shareholders 18 284 890 16.3 %
The Financial Statements have not yet been audited.
The companies included in the Group are the parent company Tulikivi Corporation and the subsidiaries Kermansavi Oy (merged with the parent company as at December 31, 2007), Kivia Oy, AWL- Marmori Oy, Tulikivi U.S. Inc. and OOO Tulikivi. Group companies include also Uuni Vertriebs GmbH (former Tulikivi 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.
TULIKIVI CORPORATION
Board of Directors Matti Virtaala, Chairman of the Board
Distribution: OMX Nordic Exchange in Helsinki 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