Annual Report • Mar 18, 2013
Annual Report
Open in ViewerOpens in native device viewer
| The year 2012 in brief | 5 |
|---|---|
| Strategic policies | 7 |
| Product groups | 9 |
| Managing Director's review | 12 |
| Fireplaces | 14 |
| Natural stone products | 17 |
| Sauna | 19 |
| Export reviews | 20 |
| Stone supplies and reserves | 25 |
| Corporate responsibility | 26 |
| Highlights of the year 2012 | 29 |
| Management | 32 |
| Management Group | 34 |
| Corporate Governance Statement 2012 | 36 |
| Salary and remuneration report | 41 |
| Information for shareholders | 42 |
| Annual summary | 43 |
| Tulikivi Corporation's Board of Directors' report | |
| and financial statements for 2012 | 44 |
| Board of Directors' report | 45 |
| Consolidated Financial Statements, IFRS | 50 |
| Financial and share-related key figures | 88 |
| Parent company financial statements, FAS | 91 |
| Tulikivi Corporation's shareholders | |
| and management ownership | 102 |
| Signatures to Board of Directors' report | |
| and financial statements | 103 |
| Auditors' report | 103 |
| Contact information | 104 |
The Tulikivi Corporation is a stock-exchange listed family business and the world's largest manufacturer of heat-retaining fireplaces. The company has three product groups: Fireplaces, Sauna and Interior.
Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy. Tulikivi's net sales are approximately EUR 51.2 million (EUR 58.8 million in 2011), of which exports account for about half. Tulikivi employs approximately 350 people.
Tulikivi. The subsidiary Kivia Oy was merged with Tulikivi Corporation by absorption on 31 December, 2012 in order to streamline the Group's structure. Group companies also include The New Alberene Stone Company Inc., which is dormant. The Group has interests in associated companies Stone Pole Oy and Rakentamisen MALL Oy.
The Tulikivi Group includes the parent company Tulikivi Corporation, its branch office in Germany, Tulikivi Oyj Niederlassung Deutschland, and the subsidiaries AWL-Marmori Oy, Tulikivi U.S., Inc. and OOO
The formulae for calculating key figures are on page 90.
| 2012 | 2011 | Change, % | |
|---|---|---|---|
| Net Sales, MEUR *) | 51.2 | 58.8 | -12.9 |
| Operating result, MEUR **) | 0.1 | -2.4 | 104.2 |
| Result before income tax, MEUR **) | -0.8 | -3.1 | 74.2 |
| Return on investments, % | 0.3 | -4.8 | |
| Solvency ratio, % | 35.2 | 33.3 | |
| Earnings per share, EUR | -0.02 | -0.07 | 71.4 |
| Equity per share, EUR | 0.49 | 0.51 | -3.9 |
| Payment of dividend on: | |||
| A share, EUR | - | - | |
| K share, EUR | - | - |
*) The 2011 figures included net sales of dicontinued operations EUR 3.0 million.
**) The opetating result and the result before income tax include non-recurring expenses resulting from centralisation of operations and adjustment measures, amounting to EUR 1.6 million in the year 2011.
2008 2009 2010 2011 2012
-4.8
0.3
-0.1
Return on Investments, %
-4.3
6.8
Investments and Depreciation, MEUR
Share Price of the A Share, Dec. 31, EUR
Tulikivi's mission is as follows: Because it's cold out there, Tulikivi brings warmth and comfort to homes to satisfy all senses. Tulikivi's strategy is based on the fact that consumers are becoming more and more interested in interior design, wellbeing, bioenergy and ecology.
Tulikivi's manufacturing processes, and its products and their life cycles, appeal to environmentally conscious consumers who use Tulikivi products as primary and secondary heating sources, as an interior design solution and for creating a comfortable atmosphere. Using the best combustion technology, Tulikivi products offer the best possible energy efficiency. They also serve the aesthetic, usability and service needs of individual customer groups. The products create a pleasant atmosphere and feeling of wellbeing for busy people, and the warmth they generate provides homes with a unique ambience. All products come with expert service.
• Ecological and economic considerations are increasing the use of bioenergy
Our focus is on finished consumer products, but we also provide consumers with tailor-made solutions. We also sell lining stone products to major European heating-appliance manufacturers and interior stone products to Finnish kitchen manufacturers and professional builders through business-to-business deals.
Heat-retaining soapstone and ceramic fireplaces
Available in all market areas.
The financial situation was very challenging at the start of 2012. The crisis in Greece, which intensified in October 2011, weakened consumer confidence and decreased fireplace demand in the main markets.
Group net sales in 2012 totalled EUR 51.2 million (EUR 58.8 million in 2011). The net sales of the Fireplaces Segment amounted to EUR 47.1 (53.5) million and the net sales of the Interior Stone Segment were EUR 4.1 (5.3) million. The 2011 figures included net sales of discontinued operations, which amounted to EUR 1.6 million in the Fireplaces Business and EUR 1.4 million in the Interior Stone Business.
The strongest impact of the crisis was on net sales in Finland, where net sales generated by fireplaces decreased by approximately 15 per cent despite the positive development in market share. Net sales in Finland totalled EUR 24.9 (31.6) million or 48.5 (53.7) per cent. At the start of the year, fireplace demand already remained below the previous year's level. The wave of layoffs that started in Finland in September 2012 further reduced demand.
Performance in fireplace exports was more stable, and net sales grew by around 2 per cent. Exports accounted for EUR 26.3 (27.2) million of the net sales total. The principal export countries were Sweden, France, Germany, Belgium and Russia. In exports, net sales of fireplaces were as expected.
Demand for lining stone products was low in early 2012, due to the cautious behaviour of heater manufacturers as regards their stocks. Net sales of lining stone products decreased by 18.5 per cent.
Net sales of sauna products are not yet significant regarding the whole figure.
In spite of the decrease in net sales, the operating result of the Tulikivi Group became profitable in 2012. This was due to the adjustment measures implemented in 2011 to gain cost savings of EUR 3 million. The savings boosted production efficiency and decreased fixed costs, as was the target.
In spite of the decrease in net sales, the operating result of the Tulikivi Group became profitable in 2012. The consolidated operating result was EUR 0.1 (-2.4) million. The Fireplaces Segment's operating profit was EUR 2.2 (0.2) million and the operating result for the Interior Stone Segment was a loss of EUR -0.1 (-0.6) million, while Other Items' expenses were EUR -2.0 (-2.0) million. The operating result for 2011 was adversely affected by non-recurring expenses of EUR 1.6 million net caused by the centralisation and adjustment measures. Of these expenses, EUR 1.4 million is allocated to the Fireplaces Segment and EUR 0.2 million net to the Interior Stone Segment. The savings boosted production efficiency and decreased fixed costs, as was the target.
The consolidated result before taxes was EUR -0.8 (-3.1) million and comprehensive income was EUR -0.6 (-2.4) million. The consolidated return on investment was 0.3 (-4.9) per cent. Earnings per share amounted to EUR -0.02 (-0.07).
Cash flow from operating activities before investments was EUR 0.1 (1.4) million. Working capital increased by EUR 3.0 million during the financial year and came to EUR 9.9 million. Interest-bearing debt was EUR 23.9 (24.9) million, and net financial expenses were EUR 0.8 (0.7) million. The current ratio was 1.7 (1.5). The equity ratio was 35.2 (33.3) per cent and the ratio of interest-bearing net debt to equity, or gearing, was 112.9 (96.5) per cent. The equity per share amounted to EUR 0.49 (0.51).
In order to secure its financial position, the company concluded a three-year financing agreement with its key financiers. The increase in consolidated working capital in 2012 was the result of the decrease in accrued expenses, the cancellation of the restructuring provision and the increase in boulder stocks.
The Group's investments in production, quarrying and development came to a total of EUR 2.7 (4.9) million.
The new ERP system was introduced at the beginning of 2012. The new system will harmonise Tulikivi's internal processes in the various production plants and businesses. It will also make the management of the partner network and the entire delivery chain more efficient. The ERP project was completed according to schedule and did not exceed its original budget by very much.
Other major investments included replacement investments in the production plants and quarry investments.
Despite the financial challenges, Tulikivi introduced several new important products during the year, such as the Hiisi fireplace range and woodburning stoves. Significant investments were made in the commercialisation, launch and product approvals of the modular Hiisi collection. The modular design of the products allows the growth of component-specific volumes in order to boost production and acquisitions. This will accelerate and intensify product development in future.
Tulikivi Figure and Tulikivi Color coating materials were launched at the same time as the Hiisi collection. They will enable the use of new
designs and colours in soapstone fireplaces. The new sauna products and Hiisi fireplaces have been well-received, thanks to their technical properties and design, which give them an advantage over other similar products in the market.
Research and development expenses totalled EUR 1.6 (2.1) million, and their relative share of net sales was 3.1 (3.6) per cent. A total of EUR 0.6 (0.6) million of this figure, after deduction of subsidies, was capitalised.
Investments in new products raised Tulikivi's profile, increased the attractiveness of the company and earned it widespread praise. In early summer, our ceramic Nuoska electric sauna heater received an international Fennia Prize 2012 design award. At the Habitare fair, the Hiisi fireplace was included in the Design Journalists' Dozen as one of the most attractive products. The Harmaja fireplace won the Wood Burning Innovation Prize at the Vesta Awards in Atlanta, USA. In addition, our brand recognition has increased. Our sauna products are already recognised for their high quality and exceptional design in the Finnish market.
The Finnish fireplace market declined significantly in 2012. The main reason for the drop was a slowdown in new construction projects and consumer uncertainty over investment decisions.
Tulikivi's net sales in the domestic fireplace market were down by 15%. The market share of Tulikivi products, however, is believed to have further increased in renovation projects and to have maintained its level in new construction projects. In Finland, Tulikivi is the market leader in heat-retaining fireplaces, both in terms of items sold and net sales.
Tulikivi's showroom network remains a key element in the company's distribution channels in Finland. The sales network is complemented by Tulikivi Service Points at hardware stores. Cooperation with Rautakesko Ltd was launched on 1 March 2012. Tulikivi also has an agreement with the S Group.
During the past year Tulikivi also signed new cooperation agreements with operators from the home building industry. Agreements were concluded with Kastelli-talot Oy, Kontiotuote Oy, Jukkatalo, Honkarakenne Oyj, Jokeri Talot Oy, HB Kivitalot Oy, OptimiKodit Oy and Rakennustyö Valmis KO-TI Oy.
Tulikivi has developed a unique ready-made fireplace solution for the home building industry. The fireplaces are assembled at the production plant so that they only need to be connected to the flue at the construction site. Such heat-retaining fireplaces are ready-to-use in a few hours. Other manufacturers of heat-retaining fireplaces have no similar concept on offer. These measures will increase Tulikivi's market share in Finland in 2013. Tulikivi's new, technologically advanced hybrid fireplaces are ideally suited for modern low-energy buildings. They are supported by the Tulikivi Green W10 water heating system, the sales of which improved considerably in 2012. Consumers building new homes, in particular, prefer light-coloured fireplaces with a simple design. The new modular Hiisi fireplace range was launched at the Tampere Housing Fair. At the Habitare fair in Helsinki, Tulikivi introduced its new fireplaces with the Figure coating and its Tulikivi Color coating material, which can be used for coating new and old soapstone fireplaces alike in white or dark grey. Tulikivi Figure can be used on fireplaces to give them a new surface form and structure in line with the latest trends.
Net sales from exports outperformed net sales in Finland, and increased by 2% in 2012. The most positive development took place in the United States, Russia, Germany and the new East European export countries. As a whole, there was satisfactory performance in exports to Central Europe despite the dire financial situation. Sales in France were also on par with the previous year, although the French government support for energy efficiency investments was reduced in early 2012. During the year, Tulikivi renewed its sales management in Russia and Scandinavia. In Switzerland, Tulikivi started cooperation with a new import partner, Tonwerk AG. The United Kingdom was added as a new market area when imports were started there. The aim is to create an extensive distribution network in the UK in the near future, as interest in the utilisation of bioenergy for heating is on the rise in the country.
Tulikivi has expanded its distribution network in Russia outside of the St Petersburg and Moscow regions, training a substantial number of new partners. The company now has 20 dealers in Russia. The subsidiary OOO Tulikivi is responsible for the logistics and customs handling of the products and for setting up distribution channels in Russia. Besides energy savings, Russian customers focus on other fireplace features, such as their appearance and the comfortable atmosphere they create, more than customers in other export markets. In exports, there is more demand for larger fireplaces, especially for renovation projects. Fireplaces serve as additional sources of heat in countries where energy prices and taxation are on the rise. The low-energy construction requirements for smaller fireplaces are being emphasised in new building projects, both in exports and in Finland.
The new Hiisi fireplace range was launched as an export item at the Verona international trade fair for woodburning stoves and fireplaces in February 2012.
Demand for lining stones was low in early 2012, since the autumn 2011 season for heaters was exceptionally weak in Europe due to the economic crisis and the particularly warm weather. For this reason, the stocks of heater manufacturers were higher than usual at the beginning of 2012. The situation was addressed by manufacturing stocks based on firm orders by Tulikivi's partners during the spring. These products were delivered to the customers in the second half of the year. This measure tied up working capital during the spring, but in return improved the efficiency of production and boosted profitability considerably. Customers were also satisfied with our strong delivery ability during the main season.
In product development, 2012 was a very busy year owing to the introduction of new products. The commercialisation, launch and product approvals of the modular Hiisi collection used up a considerable amount of human resources. Feedback on the products' design and properties has been positive. The modular design of the products allows the growth of component-specific volumes in order to boost production and acquisitions. This will accelerate and intensify product development in future.
The Tulikivi Figure and Tulikivi Color coating materials were launched at the same time as the Hiisi collection. They will enable the use of new designs and colours in soapstone fireplaces. The new coating materials will significantly increase the attractiveness of products to consumers, which will provide the opportunity to price products in a more profitable way.
The energy efficiency and fine particle emissions of fireplaces have been scrutinised by the authorities for some time now. The European Commission has laid down emissions regulations for fireplaces with its Energy using Products (EuP) Directive. The Directive's regulations will correspond to the German regulations for 2014 and are expected to enter into force in the EU by the end of the decade. Germany has the strictest emissions regulations of any country. Tulikivi's products currently comply with valid regulations. In addition, the CE marking for fireplaces will become compulsory in Finland on 1 August 2013, when the EU Construction Products Regulation enters into force.
2012 was a difficult year for production, due to major overcapacity and the adjustment measures it necessitated. The largest number of temporary layoffs was at the Juuka soapstone fireplace production plant.
The new Hiisi products will be manufactured at the plant unit that was completed in 2006, which is largely automated and thus cost-efficient.
Purchasing has been developed systematically. The importance of purchasing has increased with the introduction of new products and product ranges. Modular product structures make it possible to achieve even greater financial benefits with purchasing. In addition, the new ERP enables closer cooperation with subcontractors, boosting the efficiency of operations.
The efficiency of the Interior Stone Business was boosted significantly in 2012.
The net sales of the Interior Stone Segment amounted to EUR 4.1 (5.3) million. The 2011 net sales of the Interior Stone Business included EUR 1.4 million in net sales from discontinued operations.
The Interior Stone Business's main products are countertops and tiling for homes. The main customer group is Finnish kitchen stores.
The electric sauna heater collections, which were launched by the company earlier, and the new woodburning stove collection unveiled in spring 2012 were strongly showcased at the Housing Fair, the Habitare fair and in the press during the past year. In June, Tulikivi's Nuoska electric sauna heater received the international Fennia Prize 2012 design award. In the Finland Today survey carried out by Taloustutkimus Oy, Tulikivi was ranked second in the industry based on the way in which its woodburning and electric sauna heaters are perceived. Tulikivi's heaters received particularly high marks in the quality, design and advertising image categories.
Alongside its sales in the Finnish market, Tulikivi began exporting its sauna products to Russia. Russian consumers are attracted to soapstone as a sauna material. Tulikivi also plans to expand exports to Sweden. The objective in the sauna business is to continue its rapid growth in 2013.
More than half of Tulikivi's net sales are derived from exports.
The Tulikivi family includes over 90 importers and dealers, and some 240 Tulikivi service points outside Finland. Many of Tulikivi's dealers have started out as a small family business and grown alongside Tulikivi. In the
20
following, we will present two of our long-term importers from Central Europe. Michel Dutry operates in the Benelux countries and northern France and Oskar Niedermair operates in Italy.
"We enjoy selling Tulikivi products because we know we will have satisfied customers."
Dutry & Co has imported Tulikivi products for 25 years but has more than 200 years' experience in the importing of high-quality woodburning fireplaces.
Dutry & Co is based in Belgium, and it imports fireplaces from Finland, Denmark, the Netherlands, Austria, France and the United States. The company is the exclusive importer of Tulikivi products in Belgium, the Netherlands and northern France.
The driving force behind Dutry & Co is its owner, Michel Dutry, who owns the company together with his children. His children are not currently employed in operational tasks, but help out when necessary, for example, at trade fairs.
The company's network of retailers consists of around 65 authorised Tulikivi dealers. Thanks to extensive marketing, the retailers have access to plenty of valuable potential customers. Dutry & Co also focuses on the training of its retailers and keeps them well-informed. Three sales representatives spend most of their time visiting stores and representing Tulikivi at Tulikivi evenings organised by the retailers. These evenings serve as an extremely important sales tool, helping to turn potential customers into actual customers.
Dutry & Co's multi-skilled office staff also provide support to the retailer network. Dutry & Co's own showroom attracts customers from all of the company's countries of operation, thanks to its extensive selection and highly skilled sales personnel. One of the main attractions at the showroom is the world's largest Tulikivi fireplace, which weighs 23.5 tonnes. Potential customers are actively contacted and information on new customers is provided to their nearest retailer, who will close the deal. Dutry & Co also pays attention to the efficiency of logistics so that cooperation between the importer and its retailers remains seamless.
In addition, Dutry & Co employs five Tulikivi installers who install fireplaces sold within a certain area and support installers in other areas. Each retailer employs between one to six Tulikivi installers.
Most of the homes in Dutry & Co's market are heated with natural gas- or oil-fired central heating. Fireplaces are used mainly to create a cosy atmosphere and to generate extra heat. Metal stoves and fireplace inserts are usually the highest selling items. Stoves are usually bought from retailers specialising in fireplaces. In the last twenty years, Tulikivi has been built up into the leading brand in the market area. Heat-retaining soapstone fireplaces are widely-known, as are their key properties: efficiency, environmental friendliness and the improvements they make to indoor air quality. Dutry & Co is first and foremost a marketing company that efficiently utilises the Internet, public relations and the industry's trade fairs in its marketing. Aftermarketing also plays an important role.
"We enjoy selling Tulikivi products because we know we will have satisfied customers. We also like to support a pleasant, healthy and environmentally friendly method of heating, and therefore Tulikivi is an obvious choice. Tulikivi's marketing also contains unique selling points, which we can use to emphasise quality instead of appearance or low cost in our marketing communications. The same messages, of course, are communicated by our retailers, although their messages slightly depend on their own values," says Michel Dutry.
The most important selling points are reduction in heating costs, considerably improved indoor air quality and environmental friendliness. In addition to these, Tulikivi's advantages are easy usability, the natural properties of soapstone, modern design, suitability for low-energy houses, the option to heat water and so forth.
The state of the economy has a crucial impact on the sales of Tulikivi fireplaces in Belgium and northern France, too, as Tulikivi's products are clearly more expensive than the most popular fireplace brands.
The actions of the authorities also have a major impact on demand. "We are working hard in order to get heat-retaining fireplaces included in legislation governing ecological construction design. This is extremely important, as ecological construction and renovation is becoming more and more strictly regulated," says Michel Dutry.
On the other hand, customers' demands are becoming increasingly tough, which requires plenty of effort in research and development. In order to get the message through, consumer communications must utilise modern information technology.
Michel Dutry visits Finland and Tulikivi a couple of times a year. Sometimes he visits the headquarters and plants in Juuka, other times he visits Tulikivi in Helsinki. Each year he brings with him a number of retailers to receive training, strengthen the team spirit and develop relations between Tulikivi, the retailers and his company.
The export team's meetings are extremely important for communications, and they can be used to ensure that Tulikivi's development work meets the markets' needs. Video conferences are also a handy tool.
For almost two decades, Tulikivi's products have been imported to Italy by
Eurotrias, an Italian limited liability company owned by Oskar Niedermair, Franz
Chimetto and Paolo Da Damos.
Oskar is the eldest of the three, Franz is ten years his junior and Paolo is a further ten years younger. The three owners have worked together successfully since 1994, when they embarked on their adventure with Tulikivi fireplaces.
Oskar became acquainted with Tulikivi for the first time almost a decade before he began his import business but, at the time, the fireplace models were of a considerably heavier build than nowadays.
Measuring 1,700 kilometres north to south, Italy boasts a diverse collection of history, traditions and people of different origins, and covers several climate zones that can be divided into partly cold and partly warm areas in the north and the south. In the north, the country is bordered by the Alps, and in the longitudinal direction the peninsula is split by the Apennine Mountains.
With the exception of the Alpine region, Italy has been a land of open fireplaces since ancient times. People used to burn large logs or blocks of wood in open fireplaces more or less around the clock. This did not produce much heat but it did produce plenty of smoke and unpleasant odours.
When Eurotrias started selling Tulikivi fireplaces in Italy, the shift from open
fireplaces to closed stoves and fireboxes had already begun. The first closed fireplaces arrived in Italy from the Nordic countries. Later they started being manufactured in Italy too. In recent years, pellet fireplaces and lighter-weight heat-retaining fireplaces have gained in popularity. In the south, water circulating termocaminetto fireplaces have
been especially popular. "People still find it hard to grasp that a single heat-retaining fireplace can heat an entire house without the need for separate water pipes or air channels that are required for fireboxes. It has also been difficult for people to understand that a heat-retaining fireplace radiates heat for a long time after the fire has
gone out. Therefore, it will take a long time before people realise that there is no such thing as a light-weight
heat-retaining fireplace, and that a fireplace must always be large enough in relation to the size and conditions of the home that is to be heated," says Oskar.
Heat-retaining masonry fireplaces have been used in the Alpine region for a long time. Originally they were built of natural stone or clay, later of grog and clay and nowadays of special mortar. Wealthier families also clad their fireplaces with ceramic tiles.
With Tulikivi's help, Eurotrias was able to access this market in particular. This is why fireplace masons have been strongly opposed to the grey soapstone newcomers from the north.
"Although we have worked with Tulikivi's heat-retaining fireplaces in Italy for many years, we still feel that we are missionaries of some sorts. The same goes for our dealers who always have to explain the principle behind a heat-retaining fireplace. In the past we had about 40 salesmen because everybody thought that these amazing fireplaces would sell themselves. Nowadays we only have twenty or so salesmen but they manage to
achieve higher sales," says Oskar.
Eurotrias has increased the number of its sales representatives and is
expanding into areas where heat-retaining fireplaces are not very well-known. There are also plans to focus marketing increasingly on the end customers, since the company believes that the importance of heat-retaining fireplaces will grow in the near future. The reasons for this are the current trends. Wellbeing is a topical subject and more and more people are opting for a healthier way of life. Infrared radiation, which is generated by heat-retaining fireplaces, is also becoming a more important consideration. For example, tens of thousands of infrared saunas are sold annually across the world.
"Tulikivi is a wonderful, natural and unique product. The fireplace is almost entirely a pure natural product and evidence of the origins of our planet. The heat from a Tulikivi fireplace is not overpowering, but pleasantly warm like rays of sun in the spring. The fireplaces can be heated easily with all kinds of wood, and also pellets. Tulikivi's products are reliable. They release heat into the home for a long time, even after other sources of heating have stopped working during a power cut without a backup power supply," says Oskar.
Tulikivi is well-suited to low-energy houses The market for heat-retaining Tulikivi fireplaces will continue to grow in the future despite the construction of low-energy houses and other trends because people will need pleasant radiating heat.
"When you consider the numerous enthusiastic owners of Tulikivi fireplaces and the praises they sing about the efficiency and economy of the fireplaces, you can be sure that sales of these fireplaces will only grow as traditional energy sources become increasingly expensive over the years."
Oskar Niedermair and his business partners
are happy with their cooperation with Tulikivi. "When I arrived at Juuka, I was pleased to see that my guests were enchanted by Finland's beauty. I proudly showed them Tulikivi's quarries and plants where the products they sell or own originate from. They went away filled with renewed enthusiasm and new information," says Oskar.
As for the future, the owners of Eurotrias hope that Tulikivi will continue to develop new products and invest increasingly and more rapidly in new innovations.
In accordance with its strategy, Tulikivi Corporation is focusing on ensuring that the company is in possession of the best possible soapstone reserves. The company has systematically studied soapstone reserves for over 30 years, using the expert services of the Geological Survey of Finland, for example. The aim of the research work is to study current soapstone reserves in greater
detail and to seek new soapstone reserves
Tulikivi Corporation's stone supplies and reserves total just over 8 million m3. The studied deposits are located at Nunnanlahti, Kuhmo, Paltamo and Suomussalmi. There are eight valid mining patents: two at Suomussalmi, one at Kuhmo, one at Paltamo and four at Juuka. The total area of the mining patents is 340 ha. Soapstone is currently quarried and products are manufactured at Nunnanlahti and Suomussalmi. In 2012 deposit studies were focused at Nunnanlahti. Work to establish potential deposits will continue in 2013.
In geographic terms quarrying is limited to small areas compared with clear cutting, for example. A total of around 160 000 cubic metres of soapstone is quarried from the company's quarries every year. Around 30 000 cubic metres of this ends up in three soapstone factories. Just under 100 000 cubic metres of adjoining rock that is not part of the deposits is quarried every year. Earth also needs to be moved from time to time when excavating quarries in order to access the deposit.
When a quarry is closed, the area is made safe, and the quarry's stacking area is landscaped. In accordance with Tulikivi's environmental strategy, sparing use of natural resources and the management of quarrying and production processes are important. Tulikivi's strategic target is sufficient raw material reserves.
Soapstone is extracted by sawing. The extraction does not require chemical treatment, and no poisonous chemicals that could get released into the environment are used in the quarrying. The saws used in the quarrying run use electricity, and only bio-oils such as rapeseed oil and tall oil are used for oiling the blades. During extraction no poisonous substances are released into the environment that would cause eutrophication of watercourses, for example.
No cooling water is used in the saws. The rainwater and groundwater entering the quarry are pumped into sedimentation pools. Water samples are taken from the runoff three times a year and inspected by the authorities. The values have always been below the regulated limits. The extraction of soapstone creates a certain amount of harmless soapstone dust, but this does not travel more than 150 metres.
Soapstone dust contains mainly talc, magnesium carbonate and chlorite minerals. None of these substances are hazardous to humans or the environment. Efforts are made to prevent the dust from spreading in dry weather, e.g. by watering. The noise from the extraction is mainly sawing and machine noise which must not exceed 50 decibels (corresponds to normal speech). At Tulikivi, the noise levels are below the imposed limits. In the quarrying the blasting of adjoining rock takes place a few times per week. Tulikivi employs professional, trained blasters. The company has permits for storing and using explosives.
Tulikivi takes into account the environmental impacts of its operations in the acquisition of raw materials, production and the end products. Quarrying of soapstone has environmental impacts which are handled according to the Mining Act, environmental legislation and issued operating permits. Tulikivi is in possession of quarrying permits issued by the environmental permit authorities.
Tulikivi's operations are guided by the company's values. The company complies with the relevant legislation and regulations in all its operations. We act responsibly towards our stakeholders, the most important of whom are our customers, personnel, shareholders, financiers and other cooperation partners, both in Finland and abroad.
The aim of environmental work is to improve the company's ability to use natural resources sparingly, and to manage processes and products in such a way that minimises their impact on the environment. The safety and quality of products and operations are defined in the company's quality, environmental, occupational health and occupational safety policies. Tulikivi has been awarded an ISO 9001 quality certificate.
Tulikivi carries out long-term product development in order to develop environmentally friendly products. The products must be safe to use, and their environmental impact must be minimised. The materials and components used in the products are tested regularly and the products must pass type approval tests. Tulikivi's soapstone has been tested in food, chemical and mineral studies, for example, and approved as a material that can come into contact with food. Tulikivi's fireplaces already conform to the world's strictest emissions regulations (BimSchV 2), and research into achieving cleaner combustion is being continued.
The aim is to provide research-based information on the environmental impacts of our products during their use and production. The material choices, energy consumption and modes of
transport in the production chain contribute to a major part of the environmental impact of our products. We are also seeking financial savings through eco-efficiency and material efficiency. Using bioenergy-consuming fireplaces as a heating source instead of electricity helps to cut the CO2 emissions of energy generation, thus offsetting the carbon footprint of fireplace production. Approximately 150–200 effective
heating cycles with a soapstone fireplace saves the same amount of coal that was used in the manufacture of the fireplace, compared with electric heating. We strive to increase our suppliers' awareness of their environmental responsibilities and to act in accordance with the principles of sustainable development.
All of Tulikivi Corporation's operational quarries and the ceramics production of the Heinävesi factory have valid environmental permits. Our operations are guided by the quarries' mining waste and monitoring plans, which have been and will continue to be updated to meet revised regulations. Our plans call for such actions as
increasing the monitoring of the groundwater effects of quarrying and stacking. Landscaping required by the Mining Act and environmental legislation is carried out as part of normal quarrying operations and at closed quarries, such as Verikallio where landscaping will be completed in 2013.
Tulikivi's plants use different raw materials – soapstone, natural stone and ceramic raw materials – all of which have environmental friendliness in common. No substances that are hazardous to the environment are used in the processing of stone and manufacture of ceramics, and none are produced in the manufacture. Environmental permits prescribe treatments for process waste generated by production, and these are complied with. The raw material used in the manufacture of ceramic fireplaces comes from waste from ceramics production, and the residual stone material generated in soapstone manufacturing is transferred to the same stacking areas as the residual stone from quarrying. Soapstone manufacturing uses a closed process water cycle, so no water is released into the environment.
Environmental and safety work is developed continuously in accordance with the ISO 14001 and OHSAS 18001 standards. The main focus areas are risk management and cost-efficiency. Tulikivi has identified improving energy efficiency and further developing waste management as the areas that need to be developed in the environmental system.
Improvements in energy efficiency are being made in accordance with the energy efficiency agreement of the Confederation of Finnish Industries (EK). The purpose of the agreement is to meet Finland's international commitments in mitigating climate change, based on the national energy and climate strategy. Tulikivi is committed to the measures set out in the energy efficiency
agreement's action programme for 2008–2016. The agreement aims to increase the efficiency of corporate energy use by at least nine per cent, continuously improve energy efficiency and promote renewable energy sources. Waste management is being developed at all of Tulikivi's sites by adopting a waste sorting system, aiming to reduce the amount of landfill waste and to reuse as much waste as possible for energy production and other purposes. Recyclable waste is recycled (e.g. board and paper) through normal waste management. Tulikivi has joined the Environmental Register of
Packaging PYR Ltd and is a member of SELT ry (Electrical and Electronic Equipment Producers' Association), who pays the recycling charges for such products on behalf of consumers.
The Tulikivi Group's main line of business is the stone processing industry. In addition, the Group engages in ceramic production and in extensive research into combustion and heat transfer as well as production of sauna heaters.
The Group strategy covers all key operating and financial targets to the end of 2017. Under the strategy, the company is targeting annual organic growth of over 10 per cent in the next few years. The aim is also to achieve an operating profit of 10 per cent under favourable business cycle within the next five years. The target for return on equity is that is it should exceed 20 per cent.
Its operations affect many stakeholders: customers, suppliers, service providers, employees, investors, providers of finance and the public sector. The direct financial impact of Tulikivi's operations on stakeholders consisted of the following in 2012 (the respective figures for 2011 in parentheses):
Customers generated a total of EUR 51.2 million (58.8 million) in net sales. This consisted of Tulikivi and Kermansavi fireplaces, interior stone products, sauna heaters, utility ceramics and product-related services sold to customers. Tulikivi paid EUR 9.3 million (12.0 million) to suppliers of goods and semifinished products and EUR 20.6 million (23.1 million) to service providers. In addition, the company paid EUR 0.6 million (1.2 million) for machinery and equipment. Employees' wages and salaries totalled EUR 13.9 million (17.4 million), and the related pension and other insurance contributions were EUR 3.3 million (4.4 million). The figures include the impact of the restructuring provision.
To the providers of finance were paid a net total of EUR 0.8 million (0.7 million) in interest and other financing expenses. Shareholders were paid EUR 0.0 million (0.9 million) in dividends for the year 2011 (2010).
In 2012, the Tulikivi Group's personnel policy focused on adjusting the number of personnel to the demand for products, further integrating the company's production units and ensuring the appropriate competence. The number of personnel declined by 54 during 2012 following the codetermination negotiations concluded during the financial year and as a result of employees leaving the company for other reasons.
The deployment of the new ERP system in early
2012 affected the organisation's operations in many ways. The new system harmonised internal
processes in the various production plants and businesses. It also made the management of the partner network and the entire delivery chain more efficient. When the system was being deployed, it was necessary for the personnel to be committed and flexible with their working hours. As a result of independent learning and the development of functions, the switch to a new system was deemed necessary and crucial for the development of business operations. Training at the Group level focused on taking advantage of the opportunities offered by the new system and learning how to use the system. In
addition, Tulikivi has organised managerial training for new supervisors, occupational safety training, professional training and instruction in job rotation. Changes in the operating environment and the product range have required the introduction of
a new kind of competence to the Group. Job rotation in different areas of responsibility has been carried out wherever possible.
The company promoted the employee wellbeing of its personnel by organising an Exercise Day at all business locations in the autumn. The event
included exercise activities and lectures concerning employee wellbeing. Following the deployment of the new ERP and the adjustment measures, the company conducted a wellbeing at work survey for office staff before the start of the summer holiday season in connection with the rearrangement of job descriptions.
The company also continued to develop its ACT! scheme for inviting initiatives from employees. In 2012, this generated more than 240 initiatives.
also extends to employees' product suggestions and reporting of near-miss situations which improves occupational safety. Our successful occupational safety work is reflected in the low frequency of accidents, which in 2012 was 32 accidents per one million working hours.
Production development projects were systematically carried out through the TUPLA projects, the objective of which was to minimise unproductive work, enhance productivity and
improve safety and quality. The new ERP introduced in 2012 helped analyse current operations and focus development projects on the right issues.
Occupational healthcare focuses on preventive measures. Supervisors monitor sick leave absences and discuss the situation with employees at 40-hour monitoring intervals to assess working capacity. The emphasis is on daily communication between supervisors and subordinates and close cooperation with occupational health care. The development discussion process is being developed further and systematically expanded to apply to the entire personnel.
Tulikivi Corporation is a member of numerous organisations and forums, including the Confederation of Finnish Construction Industries, the Federation of Finnish Enterprises, the Finnish Family Firms Association, the Finnish Chamber of Commerce, Work Efficiency Institute (TTS), the Finnish Society of Indoor
Air Quality and Climate (FiSIAQ), the Finnish
In addition to the initiative scheme, the system Natural Stone Association, Euroroc, the Fireplace and Chimney Association (TSY), the Finnish Quality Association, the Central Association of Chimney Sweeps, the Environmental Register of Packaging PYR Ltd and SELT ry (Electrical and Electronic Equipment Producers' Association).
Formation of Carbon Footprint in Tulikivi's Own Production. (calculated 2010)
Formation of Carbon Footprint in Tulikivi Fireplace's Life Cycle. (calculated 2010)
The carbon equivalent was calculated per a kilo of soapstone; the result is 0.612 CO2 eqv kg/kg.
Gender Distribution of Personnel, Dec. 31, 2012
Tulikivi has developed a concept for coating soapstone fireplaces with a white colour, which means that all new Tulikivi soapstone fireplaces are now available either in white or grey.
The Tulikivi Color coating material is also suitable for coating existing fireplaces with a soapstone surface. A Tulikivi fireplace installer will carry out the process of coating old soapstone fireplaces from start to finish. The Tulikivi Color coating
material has been carefully tested. Surfaces coated with Tulikivi Color that have become chipped or permanently stained over time can be repaired. A soapstone fireplace can also be recoated.
Tulikivi unveiled its Aalto fireplace, a member of the Hiisi product family.
The Aalto fireplace is coated with Tulikivi Figure cladding, a completely novel feature for soapstone fireplaces, which is a combination of fireproof material and soapstone. Tulikivi Figure provides freedom in design, making various three-dimensional surface structures possible. The Aalto fireplace has an undulating surface and the fireplace is available in white and dark grey. Using the same technology, Tulikivi launched the Kide fireplace, which has a three-dimensional and crystal-like surface pattern, in early 2013.
Tulikivi's new soapstone Hiisi fireplace was selected as one of the Design Journalists' Dozen
The Finnish interior designers' association, Sisustustoimittajat ry, lists the 12 most interesting products showcased at Habitare every year. The Design Journalists' Dozen is compiled by professionals who want to express their views on the products with the most sensible, ergonomic, beautiful and functional design.
Created in cooperation between Tulikivi and the design office Provoke, the Hiisi fireplace was acclaimed for its clear lines, compact size and timeless design. The Hiisi fireplace was created when Tulikivi decided that it wanted to bring soapstone that is moulded by nature into the 21st century. The idea behind the design was to create a new, fresh look for heat-retaining fireplaces.
The new Silmu and Kaarna fireplaces, which are clad with composite stone, were added to Tulikivi's Kermansavi fireplace collection.
Kaarna is clad with new, large stone slabs (measuring 600x300 mm) made entirely of natural material. Silmu is clad with stone slabs the size of each side of the fireplace with the only breaks being for the fireplace doors. Therefore, the only joints in the slabs are at the corners of the fireplace. Kaarna, which can be used to cook food slowly, has a baking oven with a Kermansavi tile surface that has been fired at a very high temperature. This ensures that the oven is easy to keep clean and has a light and airy look. The baking oven is always ready to use when there is a fire burning in the fireplace. Silmu and Kaarna fireplaces come in chocolate brown, linen white and carbon grey.
Tulikivi's Nuoska sauna heater won a Fennia Prize in the international Fennia Prize 2012 design competition.
The Fennia Prize winners were announced in June. The Fennia Prize awards are made to companies in recognition of the comprehensive and innovative use of design in their product development, manufacturing and corporate image.
Tulikivi's prize-winning Nuoska sauna heater, clad in matte white ceramic tiles, combines modern design with innovative electronics solutions. The black version of the Nuoska sauna heater was unveiled at the Habitare fair in autumn.
The Hile model is finished in soapstone, and the Utu model in steel. Each has an elegantly simple, contemporary look and is designed for maximum sauna enjoyment and clean combustion.
The stoves feature a large glass door, giving a great view of the firebox within. The large stone compartment on top of these stoves ensures the stones give off a pleasantly soft steam when water is splashed on them, and also allows efficient heat transfer from the stove body to the stones. Tulikivi has more than 30 years' experience of wood combustion in fireplaces. This experience was also utilised in the Hile and Utu woodburning stoves to ensure that the wood burns efficiently and cleanly in the firebox, and with an aesthetically pleasing flame. The new stoves were designed in cooperation with Provoke, a design office from Turku. The stoves were introduced to consumers at the Tampere Housing Fair.
The fair-goers voted Villa Ilo, by Lammi-Kivitalo, as the best house at the fair. Designed for active families with children, Villa Ilo also won the best interior category and was voted second-best in the best garden category. The Villa Ilo stone house's sauna features a gorgeous integrated Tulikivi Nuoska sauna heater.
Tulikivi's sauna heaters, design fireplaces and soapstone tiles were sold at Stockmann's Crazy Days for the first time in autumn 2012.
Tulikivi has started to sell its products at TaloTalo. TaloTalo is a building and re n ova ti o n sp e c ia l is t s to re th a t was opened in Varisto in Vantaa.
In addition to a unique selection of products and materials, TaloTalo offers comprehensive service for project planning and management and cost management. The core idea behind TaloTalo's functional service concept is to offer a new way of building and renovating – in a tailor-made, effortless and safe way.
Tulikivi has systematically gathered a group of fans on its social media pages.
The company has a large group of fans on its international Facebook page and on its Finnish fan page. The members are mainly end
customers, but there are also many dealers and installers. Our Finnish Facebook page includes all our product groups: sauna, interior and fireplaces. The export-oriented site is mainly focused on fireplaces. In 2012 we also opened up pages like: LinkedIn, YouTube, Google+, and Pinterest.
Chairman of the Board, B.Sc. (Eng.), Industrial Counsellor. Member of the Board of Directors of Tulikivi Corporation since 1994, Chairman of the Board since 2003, Member of the Audit Committee since 2009, Member of the Nomination Committee (since April 12, 2012). Other key positions of trust: Member of the Board of Metroauto Group Ltd, Member of the Board of Turvatiimi Corporation, Chairman of the Board of Arctic Shipping Ltd. , Member of the Board of Mainostoimisto Fabric, Member of the Board of Arcusys Ltd.
Primary work experience: Managing Director of Kone Sweden, 1982-85; Area Director, Europe, for the Crane Division of Kone Finland, 1985–87; President of Abloy Oy, 1987–2008.
Series K shares: 1 460 000 Series A shares: 990 516
LL.Lic. (trained on the Bench). Member of the Board of Tulikivi Corporation since 2000 (until April 12, 2012) and chairman of the Audit Committee since 2009 (until April 12, 2012). Other key positions of trust: Vice Chairman of the Board of Oral Hammaslääkärit Plc, Vice Chairman of the Panel on Takeovers and Mergers at the Central Chamber of Commerce of Finland, Member of the Board of Turvatiimi Corporation, Vice Chairman of the Board of the Finnish Stone Research Foundation. Primary work experience: In-house lawyer at
Enso-Gutzeit Ltd, 1972–1979; various Series A shares: 24 379
head of legal affairs department and of the financial and legal affairs group, 1979–1985; Managing Director of Unitas Ltd, 1985–1988; Managing Director of Suomen Teollisuuspankki Oy, 1988–1989; Managing Director of the Helsinki Stock Exchange, 1989–1997; Managing Director of HEX Oy, Helsinki Securities and Derivatives Exchange, Clearing House, 1998–1999; Managing Director of Helsinki Exchanges Group Ltd, 1999; own legal and securities consultancy, 2000–2002; Senior Advisor at Attorneys at law Borenius &
Kemppinen Ltd, 2002–2009. Tulikivi Corporation share ownership: Series A shares: 46 343
LL.M., honorary professor (International Banking Institute, St. Petersburg). Member of the Board of Tulikivi Corporation since 2010. Other key positions of trust: Member of the Board of PCK Group Ltd (untill April 6, 2012), Chairman of the Board of Nurminen Logistics
Plc, Member of the Board of Meka Pro Ltd, Member of the Board of Russian Capital Management Ltd, Member of the Board of
International Banking Institute, St. Petersburg Primary work experience: Partner at ETL Law
Offices Oy, 1993-2006; Area Manager, Russia, for Hannes Snellman Attorneys Ltd, 2006–2009; Managing Director of Russian
Capital Management Ltd, 2010–present Tulikivi Corporation share ownership:
M.Sc. (Econ. & Bus. Admin.) Member of the Board of Tulikivi Corporation since 2009, Member of the Audit Committee since 2009. Other key positions of trust: Member of the Board of Metsänhoitoyhdistys Savotta since January 1, 2013, Member of the Board of Mikrobioni Ltd, Member of the Board of Digital Foodie Ltd, Vice Chairman of the Board of Hotel Artos Ltd, Vice Chairman of the Board of Osuuskunta KPY, Member of the Board of the Orthodox Church Museum Foundation of Finland, Chairman of the Board of Voimatel Oy,
Deputy Member of the Auditing Board of the Central Chamber of Commerce, shareholder/ partner at Boardman Ltd.
Primary work experience: Part-time authorised public accountant in a number of companies, 1984–2003; CFO of IS-Yhtymä Oy, 1977–1982; CFO of Olvi plc, 1983–1985; Managing Director of Olvi plc, 1985–2004; Managing Director of Savon Voima Oyj, 2004–2006; Managing Director of Karelia-Upofloor Ltd, 2006–2007; and Managing Director of Järvi-Suomen Portti Oy, 2008–2011.
M.Sc. (Eng.) Member of the Board of Tulikivi Corporation since 2011.
Other key positions of trust: Chairman of Locks and Fittins Group of The Federation of Finnish Technology Industries.
Primary work experience: Abloy Oy: Production Engineer 1995-1996; Project Manager 1996-1997; Production Manager 1997-2000, Exports Manager 2000-2003; Manager of Baltic Operations (Tallinn, Estonia) 2003-2004. Assa Abloy Asia Pacific: Business Unit Director (Shanghai, China) 2004-2005. Abloy Oy: Vice President of Domestic Sales 2006-2010; Vice President of Construction Locking 2011-present.
Tulikivi Corporation share ownership: Series A shares: 20 629
M.Sc. (Econ.), Senior Industrialist. President of Onvest Oy. Member of the Board of Tulikivi Corporation since 2007.
Other key positions of trust: Chairman of the Board of Onninen Oy, Chairman of the Board of Onvest Oy, Chairman of the Board of Are Oy, Member of the Board of Itella Corporation, Vice Chairman of the Board and Member of the Delegation of the Central Chamber of Commerce, Vice Chairman of the Helsinki Chamber of Commerce, Member of the Nordea Advisory Board, Member of the Advisory Board of the City of Vantaa, Member of the Board and Committee of the Foundation for Economic Education, Member of the Board of Trustees and Member of the Association Committee of the Finnish Cultural Foundation.
Primary work experience: Purchasing and sales at Onninen Oy, 1978-1980; Store Manager at Elektro-Sähkö Oy, 1980–1984; Buyer, Product Manager, Purchase Manager and Quality Manager at Onninen Oy, 1984–1998; Development Manager, Financial Manager, Financial Director at Onvest Oy, 1997–2001; President of Onvest Oy, 2001–present. Tulikivi Corporation share ownership: Series A shares: 85 397
LLB, BBA. Managing Director of Tulikivi Corporation since June 2007. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Other key positions of trust: Member of the Board of Directors of Tulikivi Corporation since 2001, Chairman of the Board of Stone Pole Oy since 2007, Member of the Board of North Karelian Chamber of Commerce since 2010, Member of the Supervisory Board of Fennia since 2011, Member of the Board of Directors of Rakennustuoteteollisuus RTT ry since 2012. Primary work experience: Vice President of Tulikivi U.S., Inc., 1997-2001; Marketing Director of the Fireplace Business, Tulikivi Corporation, 2002–2007; Managing Director of Tulikivi Corporation, 2007–present. Tulikivi Corporation share ownership:
Series K shares: 2 957 000 Series A shares: 78 353
Tulikivi's Board of Directors from left to right:
Matti Virtaala, Juhani Erma, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Maarit Toivanen-Koivisto and Heikki Vauhkonen.
LLB, BBA. Managing Director of Tulikivi Corporation since June 2007. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Primary area of responsibility: Management of Tulikivi Corporation. Positions of trust: Member of the Board of Directors of Tulikivi Corporation since 2001, Chairman of the Board of Stone Pole Oy since 2007, Member of the Board of North Karelian Chamber of Commerce since 2010, Member of the Supervisory Board of Fennia since 2011, Member of the Board of Directors of Rakennustuoteteollisuus RTT ry since 2012.
Primary work experience: Vice President of Tulikivi U.S., Inc., 1997-2001; Marketing Director of the Fireplace Business, Tulikivi Corporation, 2002–2007; Managing Director of Tulikivi Corporation, 2007–present.
Tulikivi Corporation share ownership: Series K shares: 2 957 000 Series A shares: 78 353
B.Sc. (Eng.) (ISARA, France) Export Director. Member of the Management Group since 2011. Has worked for Tulikivi since 1997.
Primary area of responsibility: Management and development of export sales.
Positions of trust: No positions of trust.
Primary work experience: Rhône-Poulenc Pepro: Sales Representative 1990-1993, Rhône-Poulenc Ceres: Head of Finance and Logistics 1993-1994, Export Manager 1994-1997, Tulikivi Corporation: Export Manager, France and Benelux 1997-2002, Area Manager Middle Europe 2002-2006, Export Manager 2006-2009, Export Director 2009-present.
Tulikivi Corporation share ownership:
Series A shares: 1 000
Master Builder. Head of Production and Purchasing. Member of the Management Group since 2009. Has worked for Kivia Oy, a Tulikivi subsidiary, since 1999. Has worked for Tulikivi since 2007.
Primary area of responsibility: Overall responsibility for production and purchases Positions of trust: No positions of trust.
Primary work experience: Building technology work at Kostamus and Helsinki, 1980-1985; Building Consultant at the Municipality of Nurmes, 1987; General Foreman at Industrial Power Corporation/Posiva Oy, 1987-1990; General Foreman at Rakennusliike Mustonen Oy, 1990–1991; Site Manager at the Kainuu Regional Environment Centre, 1991; General Foreman/Construction Supervisor at Kuhmon Lämpö Oy, 1991–1992; Site Manager at Posiva Oy, 1993–1998; Production Manager at Kivia Oy, 1999–2004; Sales Manager at Kivia Oy, 2002–2004; Plant Manager at Kuhmo and Suomussalmi at Kivia Oy/Tulikivi Corporation, 2005–2007; Production Manager at Tulikivi Corporation, Soapstone Business, 2007–2008; Production Manager at Tulikivi Corporation, Fireplace Business, 2008–2009; Head of Production, 2009–2010; Head of Production and Purchasing, 2010–present.
Tulikivi Corporation share ownership: Series A shares: 1 000
B.Sc. (Eng.) Director, saunas and design fireplaces. Member of the Management Group since 2011. Has worked for Tulikivi in 1999-2006 and 2008-present.
Primary area of responsibility: Direction and
development of sauna business. Positions of trust: No positions of trust. Primary work experience: Sales Engineer at Enerpac Oy, 1992-1996; product development engineer at Halton Oy, 1996-1999; Marketing Manager at Kiantastone Oy, 1999-2002; Product Manager at Tulikivi Corporation, 2003-2006; Sales Manager at Kesla Oyj, 2006-2008; Product Manager at Tulikivi Corporation, 2008-2009, Business
Development Manager at Tulikivi Corporation, 2009-2011, Director, saunas and design fireplaces at Tulikivi Corporation, 2011-present. Tulikivi Corporation share ownership:
No shareholding
M.Sc. (Civil Eng.). Director, heat-retaining fireplaces and domestic sales. Member of the Management Group since 1987. Has worked for Tulikivi since 1987.
Primary area of responsibility: Management and development of domestic sales.
Positions of trust: Member of the Board of the Fireplace and Chimney Association (TSY), Member of the Board of Finnish Stone Research Foundation.
Primary work experience: Suomen Vuolukivi Oy: Development Engineer 1987-1988, sales engineer, 1988–1989 and Production Manager, 1989-1990, The New Alberene Stone Co Virginia, USA: Project Manager 1991, President 1992; Tulikivi Corporation: Production Manager 1993-1996, Exel Oy: Product Manager 1997, Tulikivi Corporation: Marketing Director 1998-1999, Business Unit Manager 2000-2001, Managing Director 2001–2007, Director of the Fireplace
Business, 2007-2009, Sales Director 2009-2011, Director of heat-retaining fireplace and domestic sales 2011-present. Tulikivi Corporation share ownership: Series K shares: 100 000 Series A shares: 1 000
D.Sc. (Tech.), M.Sc. (Eng.). Director, lining and interior decoration stone products. Member of the Management Group since 1995. Has worked for Tulikivi since 1993.
Primary area of responsibility: Direction of Tulikivi's lining and interior decoration stone products businesses.
Positions of trust: Member of the Board of the Finnish Natural Stone Association.
Primary work experience: Tulikivi Corporation: Accounting Manager 1995-1997, Tulikivi Corporation: Financial Manager 1997-1999, Tulikivi Group: Manager of operational accounting and management systems, 1999-2001, Financial Director 2001-2007, Director of Natural Stone Products Business 2003-2011, Director, lining and interior decoration stone products 2011-present. Tulikivi Corporation share ownership:
Series A shares: 1 250
M.A., Diploma in Communication Management Director of Corporate Communications. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Primary area of responsibility: Group communications, marketing and brand management.
Positions of trust: Member of Delegation of the Finnish Family Firms Association, Member of the Board of Helsingfors Segelsällskap rf since 2013. Primary work experience: Wärtsilä Diesel Oy: PR 1995-1997, Tulikivi Corporation: PR 1998, Tulikivi U.S. Inc.: PR and Communications Manager 1998–2001, Tulikivi Corporation: Communications Director 2001-2011, Director of Corporate Communications 2011-present. Tulikivi Corporation share ownership:
Series K shares: 500 Series A shares: 500
M.Sc. (Econ.) Financial Director. Member of the Management Group since 2011. Has worked for Tulikivi since 2011.
Positions of trust: No positions of trust.
Primary area of responsibility: Direction of Tulikivi's financial, IT and personnel administration. Primary work experience: Konecranes Plc: Business Controller 1995-1997; Huhtamäki Oyj Leaf: Business Controller, project manager 1997-1999; Nokia Corporation, Nokia Networks: Business Controller 1999-2003; OOO Veho: Head of Finances and Administration 2003-2005; Itella Corporation, Itella Logistics: Financial Director 2005-2009; OOO National Logistics Company: Development Director 2009-2011; Tulikivi Corporation: Financial Director 2011-present.
Tulikivi Corporation share ownership: No shareholding
The governance of Tulikivi Corporation and its subsidiaries is based on the law, the Articles of As-sociation and the Finnish Corporate Governance Code which entered into force on 1 October 2010. The company complies with the Guidelines for Insiders of the Helsinki Stock Exchange.
This Corporate Governance Statement has been prepared in accordance with recommendation 54 of the Finnish Corporate Governance Code and Chapter 2(6)(3) of the Finnish Securities Markets Act. The Corporate Governance Statement will be published separately from the Board of Directors' report and is available on the company's website and in the Annual Report.
The Corporate Governance Code is available to the public at the website of the Securities Market Association, www.cgfinland.fi.
Tulikivi Corporation diverges from recommendation 22 of the Corporate
Governance Code, ac-cording to which the board should appoint its committee members and chairmen from among the directors. The Tulikivi Corporation's Annual General Meeting appoints the Nomination Committee, which has three members. Two members of the
Nomination Committee may be elected from outside the Board of Directors. The reason for the divergence from the Corporate Governance Code is that, in view of the company's ownership
structure and stage of development, it is appropriate to aim for a Nomination Board composition that reflects the owners' views directly, from outside the Board, while at the same time guaranteeing a sufficiently wide range of contacts via which suitable Board
candidates can be found.
Tulikivi Corporation prepares the consolidated financial statements and interim reports in
accordance with the International Financial Reporting Standards (IFRS), which have been
adopted by the EU. In communications, the Group complies with the Securities Markets Act, applicable standards of the Financial Supervisory Authority and NASDAQ OMX Helsinki's regulations. The Board of Directors' Report and the parent company's financial statements are prepared in accordance with the Finnish Accounting Act and the instructions and statements of the Finnish Accountancy Board.
The companies included in the Tulikivi Group are the parent company Tulikivi Corporation, its branch in Germany, Tulikivi Oyj Niederlassung Deutschland, and the subsidiaries Kivia Oy (was merged into the parent company on December 31, 2012), AWL-Marmori Oy, Tulikivi U.S. Inc. (USA) and OOO Tulikivi (Russia). The New
Alberene Stone Company, Inc. (USA), which currently has no business operations, is also a
Group company. The Group has interests in associated companies Stone Pole Oy, Leppävirran Matkailukeskus Oy (until November 18, 2011) and Rakentamisen MALL Oy. The Board of Directors, which is elected by the Annual General Meeting, the Board committees, the Managing Director and the Management Group, which assists the Managing Director, are responsible for the Tulikivi Group's administration and operations.
The Board of Directors is responsible for the company's administration and the due organisation of operations. The Board of Directors is composed of no less than five and no more than seven members. The Annual General Meeting elects the members for terms of one year. The Board of Directors elects a
Erma, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Maarit Toivanen-Koivisto, Heikki Vauhkonen and Matti Virtaala. Chairman from among its members. The Board of Directors of the Group's parent company decides on the composition of the subsidiaries' Boards of Directors.
Board of Directors is responsible for the
company accounts and finances. The Board directs and supervises the company's operational management, appoints and dismisses the Managing Director, approves the company's strategic objectives, budget, total investments and their allocation, and the incentive systems employed, decides on
system is operational, confirms the company's vision, values to be complied with in operations and organisational model, approves and publishes the interim reports, annual report and financial statements, determines the company's dividend policy and summons the General Meeting. It is the duty of the Board of Directors to promote the best interests of the company
In 2012, the company's Board of Directors convened 17 times. The average attendance at Board meetings was 95.2 per cent. The participation of each member in the meeting is
Tulikivi Corporation's Board of Directors has one committee, namely the Audit Committee. The Board of Directors appoints the members and Chairmen of the committee. The Annual General Meeting named on 12 of April, 2012 the Board Committee which replaces the
and all its shareholders.
shown in the table below.
Board Committees
Act, the Board of Directors must see to the admini-stration of the company and the appropriate organisation of its operations. The Tulikivi Corporation's Annual General Meeting of 12 April 2012 the number of Board members was set at six.
The Board members who are independent of the company are Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Maarit Toivanen-Koivisto and Matti Virtaala. The Board members who are independent of the company's major shareholders are Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen and Maarit Toivanen-Koivisto.In the period of Jan.1 –April 12, 2012 the board members were Juhani former Nomination Committee.
The Nomination Committee, which ended its term of office on 12 April 2012, comprised three members. The committee was composed of Reijo Vauhkonen (Chairman), and Bishop Ambrosius (member) and Matti Virtaala (member). Two members of the Nomination Committee may be elected from outside the Board of Directors. The reasons for diverging from the recommendation of the Corporate Governance Code are presented at the beginning of this Corporate Governance Statement. The duties of the Nomination Committee included the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The
Nomination Committee met once in 2012. The attendance at committee meetings was 100 per cent.
Board of Tulikivi Corporation. M.Sc. (Tech.). Industrial Counsellor. Board membership in several companies.
The Annual General Meeting selected Olli Pohjanvirta, Reijo Vauhkonen and Matti Virtaala for the Nomination Board, which started its term of office on 12 April 2012. The duties of the Nomination Board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The Nomination Board met two times in 2012. The average attendance at committee meetings was 83.3%.
The personal information of the members of Nomination Board
The Audit Committee is made up of three members, who are appointed by the Board
• Matti Virtaala, born 1951, Chairman of the from among its members. Until April 12, 2012
| 1.1. -31.12.2012 | Board | Audit | Nomination | Nomination |
|---|---|---|---|---|
| meetings | Committee | Board | Committee | |
| Matti Virtaala | 15/17 | 7/7 | 2/2 | 1/1 |
| Heikki Vauhkonen | 17/17 | |||
| Markku Rönkkö | 17/17 | 7/7 | ||
| Maarit Toivanen-Koivisto | 17/17 | |||
| Olli Pohjanvirta | 15/17 | 2/2 | ||
| Pasi Saarinen | 17/17 | 4/5 (from April,12) | ||
| Juhani Erma (until April 12) | 2/3 | 2/2 | ||
| Reijo Vauhkonen | 2/2 | 1/1 | ||
| Piispa Ambrosius (until April 12) | 1/1 |
(Chairman), Markku Rönkkö and Matti Virtaala. Since April 12, 2012 the committee was composed of Markku Rönkkö (Chairman), Pasi Saarinen and Matti Virtaala. The Audit Committee's task is to assist and expedite the work of the Board by dealing with issues associated with the company's financial reporting and control and taking care of communications with the auditors. The Audit Committee met on 7 occasions in 2012. The average attendance at committee meetings was 95.2 per cent.
Tulikivi Corporation's Managing Director is Heikki Vauhkonen. Pursuant to the Limited Liability Companies Act, the Managing Director sees to the executive management of the company in accordance with the instructions and orders given by the Board of Directors. The Managing Director must see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. The Managing Director must supply the Board and its members with the information necessary for the Board to perform its duties. The Managing Director may undertake measures that are In the management and planning of line operations, the Managing Director is assisted by the Management Group, whose members, in addition to the Managing Director, are Michel Mercier, Export Director; Ismo Mäkeläinen, Head of Production and Purchasing; Martti Purtola, Head of the Sauna Business; Juha Sivonen, Director of Domestic Fireplace Sales, Jouko Toivanen, Head of the Lining Stone and the Interior Stone Business; and Anu Vauhkonen, Corporate Communications and Marketing Director and Risto Vidgren, Financial director. Management Group met on eleven occasions in 2012.
Internal control is a part of the planning and monitoring process.
| Responsible person/group | Responsibilities |
|---|---|
| Board of Directors | - establishes guidelines for internal control - ensures effective monitoring - approves risk management principles - reviews auditors' reports - establishes incentive systems |
| Audit Committee | - evaluates the efficiency of internal control - attends to issues related to reporting - maintains contact with auditors |
| Managing Director, assisted by the Management Group |
- oversees the different areas of internal control and ensures their efficiency - ensures operational compliance with company values - adjusts operating principles and policies - ensures efficient and appropriate use of resources - establishes control mechanisms, including approval principles, reconciliations and reporting practices - establishes risk management methods and practices |
| Members of the Management Group, according to responsibility area: communications and marketing, domestic fireplace sales, exports, interior and lining stone, sauna products, production and purchasing and economy |
- delegate specific control tasks in their respective areas of res ponsibility to people responsible for different operations - ensure the efficiency of internal control in their respective are as of responsibility - oversee risk management in their areas of responsibility |
| Chief Financial Officer | - internal accounting: monitoring and analysis of results - external accounting and reporting |
| Auditor | - statutory audits - expanded audits assigned by the Board of Directors or the Au dit Committee - reports to the Board of Directors and the Audit Committee |
Description of the main characteristics of the internal control and risk management systems associated with the financial reporting process
Tulikivi has three product groups: Fireplaces, Saunas, Interior.
Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy.
Engaging in mining activities requires the forming of a mining concession and an environmental permit. Ceramic Production activities require an environmental permit. Mining operations are regulated by the Mining Act and environmental legislation. The director in charge of quarrying is responsible for making sure that mining permits are valid and up-to-date.
Tulikivi's environmental strategy is geared towards systematic progress in environmental efforts in specified sub-areas. The aim of environmental work is to improve the company's
ability to use natural resources sparingly, as well as to manage processes and products in a way that minimizes their environmental loading. The Group complies with the environmental legislation and norms that concern its operations and engages, through continuous improvement of operations, in anticipatory environmental work. The Group acknowledges and is aware of its responsibility as an environmental operator.
The Tulikivi Group plans its operations during its annual strategy and budgeting processes. These processes also ensure the efficiency of all operations. Plan implementation and developments in the business environment are monitored through monthly, quarterly and annual reporting.
Risk analysis and risk management are part of line operations and the annual strategy planning process at the Tulikivi Group. The purpose of internal control and risk management is to ensure that all operations are efficient and profitable, based on reliable information and compliant with regulations and operating policies.
Based on organizational structure and job descriptions, powers and responsibilities are delegated to persons with budgetary responsibility and to responsible persons in the line organisation. Compliance with laws and regulations is ensured through the operational handbook and other internal guidelines.
The new enterprise resource planning (ERP) system was introduced during 2012. The implementation went smoothly and the set targets were achieved. With the new system, we have harmonised Tulikivi's internal processes in the company's businesses. The implemented system will enable more efficient cooperation with customers and subcontractors, and with partners.
In 2013 the focus will be on optimising the use of
the system and improving the quality of re-porting. The new system contains the necessary internal control mechanisms. In order to ensure the quality of operations, the operational handbook will be updated during 2013 in connection with the renewal of the intranet. Internal control is carried out not only by responsible persons within the company, but
| Risk analysis and prioritization |
- identifying risks at the group level and in different areas of responsibility - evaluating the effects and probability of risks - determining risk limits for set goals - determining control points - identifying risks related to reporting |
|---|---|
| Risk management | - establishing risk management procedures - assigning responsible persons for different procedures - setting a time frame for implementation - establishing procedures for monitoring implementation |
| Risk management process control |
- responsible persons report to the Managing Director on risk materializa tion, implemented measures and their effectiveness - risk evaluations related to controls |
| Risk management process continuity |
- measures implemented during a reporting period, as well as foreseeable changes in the business environment, will affect the plans and risk mana gement measures for the subsequent period - risk identification requires continuous collection of background information |
also by the auditors through expanded audits on specific items and operations. In 2012, the auditors conducted extended audits associated with the implementation of the new ERP system. The audits assessed the accuracy of the data transfer in the changeover to the new system from the old system. With regard to the size of the Group and the nature of its activities, it has not been deemed necessary to appoint an internal auditor. The Board may choose to use an external expert in certain fields.
Risk management is part of the Tulikivi Group's control system. Risk management seeks to ensure that the risks related to the Group's business are identified and constantly monitored and evaluated as part of normal operations.
Risk management ensures that the risks related to the Tulikivi Group's business operations are identified and managed as efficiently as possible. This allows the Group to reach its strategic and financial goals. All goals have been assigned risk limits. If these limits are exceeded, or if other divergences from operating plans so require, the responsible person will implement enhanced risk management measures. Regular reporting indicates when financial risk limits have been exceeded.
The Managing Director reports monthly to the Board of Directors on the operations and performance of the Group and its business units and on any divergence from the budget and adjusted projections (monthly report). The Managing Director reports quarterly to the Board of Directors on operating profit based on the interim reports or annual financial statements. The Managing Director must also report immediately on fundamental changes in the Group's business environment. The responsible persons report according to the internal reporting system.
The Chief Financial Officer of the parent company is reponsible for the Group-level reporting. The parent company's financial department handles accounts and group-level accounting for domestic companies. Qualified accounting firms or outside experts handle accounts and reporting for foreign subsidiaries. The parent company's auditors compare the contents of the Russian subsidiary's Russian reporting to the financial reporting delivered to the parent company for the consolidated financial statements.
Financial reporting guidelines, competence development, reliable information systems, standard control mechanisms and expanded audits ensure accuracy in reporting. Any divergences from the budget and operating plans call for closer analysis to find the underlying causes.
The Chief Financial Officer, along with the auditors, monitors the accuracy of financial reporting. Periodic information system evaluations also serve this purpose. The Group seeks to ensure operational compliance with laws and regulations by using outside experts and services.
The Tulikivi Group has financial reporting guidelines that all units must adhere to. The Group ensures organizational competence through briefings and training. Accounting schedules and any changes to accounting policies and laws are reviewed in preparatory meetings related to the annual financial statements.
The Audit Committee evaluates the functionality of the financial reporting system quarterly on the basis of performance analyses of profit outlooks and the accuracy assessment of reporting. The evaluation also includes studying the risks associated with malpractice and illegal activity. The auditors audit the contents of the deviation reporting during the extended audit. The Management Group monitor the accuracy of result reporting on a monthly basis and evaluate the reasons for any deviation in their respective areas of responsibility.
The guidelines for reporting and accounting
principles are provided to all financial personnel and those who produce information and audit results into the financial system. The Managing Director reports any defects observed in the field of internal control, including the accuracy
of reporting, to the Audit Committee. The Audit Committee processes the audit reports and extended audit reports and the statements for those reports provided by persons in charge in its meetings. Moreover, the Audit Committee reports to the Board about any observations it has made and any guidelines or recommendations it has supplied to the organisation.
The Communications Director is responsible for communications at the Tulikivi Group. The Group's communications guidelines define the persons responsible for internal, external and crisis communications and the persons with the right to speak on behalf of the company.
The Financial Director is responsible for compliance with the regulations related to stock exchange releases.
The efficiency of internal control is evaluated regularly in conjunction with management and governance and, specifically, based on audit reports. In financial reporting, continual monitoring measures include comparing goals
with actual results, implementing reconciliations and monitoring the regularity of operational reports.
The Board of Directors' annual plan includes planning and monitoring meetings. The Group's information systems are largely well established, and outside experts regularly evaluate their reliability.
The Auditor is elected at the Annual General Meeting for a term ending at the conclusion of the subsequent Annual General Meeting. The auditor has been KPMG Oy Ab, Authorized Public Accountants
The fees paid to members of the Board of Directors are decided on by Tulikivi Corporation's Annual General Meeting. The annual remuneration of Board members since April 12, 2012 is EUR 18 000 (before that period the annual compensation was EUR 18 000, respectively), of which 60 per cent was paid in cash and 40 per cent in the form of Series A shares in Tulikivi Corporation. Each Board member received 14 400 Series A shares. The shares were acquired on the Helsinki Stock Exchange. Unless the Board of Directors grants express permission in advance, members of the Board are not allowed to surrender any shares received in this manner until they leave the Board. In addition, the Chairman of the Board of Directors will be paid a EUR 6 500 (6 500) monthly fee and the director serving as secretary to the Board of Directors a EUR 1 400 (1 400) monthly fee. The members of Audit committee and Nomination committee of the Board were paid EUR 330 (330)
remuneration per each meeting. In 2012 the members of the Board have not been paid other compensation than that for Board and committees work.
Managing Director and other Key Management The remuneration of the Managing Director and of other members of the Management Group is composed of a fixed basic salary and annual incentive pay (variable portion of the remuneration) and share-based payment, which are set in the incentive plan.
The Managing Director's salary, bonuses and other service agreement terms are decided on by the Board of Directors. The incentive plan for other members of the Management Group is decided by the Board of Directors, and their fixed salaries by the Managing Director in conjunction with the Board Chairman.
The fixed salary of the Managing Director was
EUR 218 447 (221 558) in 2012. The Managing Incentive Plan
Director will not receive incentive pay for 2012. Tulikivi Corporation has an incentive pay
| Annual | Audit | Nomination | ||
|---|---|---|---|---|
| remunerations | Committee | Committee | Total | |
| Piispa Ambrosius member of the Nomination Committee | ||||
| (until April 12, 2012) | 660 | 660 | ||
| Erma Juhani, member and secretary of the Board | ||||
| (until April 12, 2012) | 4 642 | 990 | 5 632 | |
| Pohjanvirta Olli, member of the Board | 18 000 | 660 | 18 660 | |
| Rönkkö Markku, member and secretary of the Board | 30 158 | 2 310 | 32 468 | |
| Saarinen Pasi, member of the Board | 18 000 | 990 | 18 990 | |
| Toivanen-Koivisto Maarit, member of the Board | 18 000 | 18 000 | ||
| Vauhkonen Heikki, member of the Board | 18 000 | 18 000 | ||
| Virtaala Matti, member and chair of the Board | 96 000 | 2 310 | 1 320 | 99 630 |
| Total | 202 800 | 6 600 | 2 640 | 212 040 |
The Managing Director's term of notice is three months. If the company terminates his employment contract, the period of notice is 12 months. The Managing Director does not receive redundancy pay if his employment is terminated.
In 2012 the remuneration (non-variable) of the other members of the Management Group totalled EUR 720 870 and the bonus for the year 2011 EUR 7 270.
In addition to the statutory pension, supplementary pension plans entitle the Managing Director and one other member of the Management Group to retire at the age of 60. Supplementary pension plan is defined contribution plan. Supplementary pension accrues as agreed relative to the salary paid during the years of employment and it's annual costs to the company currently amounts to EUR 30 785 in all.
scheme for all personnel. The Board decides on the calculation method and amount of these rewards each year and the reward system will be in force for one year at a time. The Board approves the payments to the Managing Director and to other members of the Management Group and the Managing Director the rest of the payments in accordance with the incentive plan after the related calculations are completed.
The incentive pay scheme is for all personnel and is based on improvement of the Group's result and productivity, and the Managing Director, Management Group and other key persons also have personal targets in addition to this. The result in 2012 (2011) did not justify the payment of an incentive bonus. An incetive pay of EUR 57 958 for the year 2011 was paid out for achieving personal targets. Management Group's share of this figure was EUR 7 570. This incentive pay was paid in March 2012.
The auditor is elected at the Annual General Meeting for a term ending at the conclusion of the subsequent Annual General Meeting. The auditor is KPMG Oy Ab, Authorized Public Accountants. In 2012, the auditing firm were paid a total of EUR 166 813, of which the portion of statutory audit amounted to EUR 54 494.
The Annual General Meeting of Tulikivi Corporation will be held in the Kivikylä auditorium in Nunnanlahti, Juuka, on April 16, 2013, starting at 13:00. Financial statement documents will be available for inspection at the company's Internet site and head office in Nunnanlahti as from March 20, 2013. Copies of these documents will be sent to shareholders upon request. The right to participate in the Annual General Meeting rests with a shareholder who by April 4, 2013 at the latest has been registered in the company's shareholder list that is maintained by Euroclear Finland Ltd. Share-holders who wish to attend the Annual General Meeting must notify the company thereof by April 6, 2013, either by telephoning at +358 207 636 251 or +358
207 636 322 (Monday to Friday 8:00 to 16:00, Saturday April 6, 2013 only 0207 636 322); by emailing [email protected] or by writing to the address Tulikivi Corporation / Annual General Meeting, FI-83900 Juuka. Holders of nominee registered shares: instructions for the partisipants in the general meeting in address www.tulikivi.com>Investors>General Meeting>General Meeting 2013.
The Board of Directors proposes to the Annual General Meeting that the dividend will not be paid for year 2012.
We request shareholders to report any changes in their personal details, address and
share ownership to the book-entry register in which the shareholder has a bookentry securities account.
Tulikivi Corporation will publish the following financial reports in 2013:
Financial statement bulletin for 2012 February 10, 2013 Annual Report for 2012 week 12 Interim Report for January-March April 24, 2013 Interim Report for January-June August 8, 2013 Interim Report for January-September October 24, 2013
The Annual Report, Interim Reports and the company's stock exchange bulletins are published in Finnish and English.
The Annual Report will be published on the company´s website in week 12. Financial reports are posted on the company´s website, www.tulikivi.com, on their day of publication. If you have questions concerning investor relations, please contact the company´s chief financial officer Risto Vidgren, Tel. +358 403 063 176.
Analyst following Tulikivi Corporation: Matias Rautionmaa / Pohjola Pankki, Tel. +358 10 252 4408, [email protected]
10.02.2012 Financial Statement Release Jan-Dec 2011. 10.02.2012 Summons to the Annual General Meeting of Tulikivi Corporation. 10.02.2012 Corporate Governance Statement. 25.01.2012 Tulikivi Corporation´s Annual Summary 2011.
| Board of Directors' Report | 45 |
|---|---|
| Consolidated Financial Statements, IFRS | 50 |
| Consolidated Statement of Comprehensive Income | 50 |
| Consolidated Statement of Financial Position | 51 |
| Consolidated Statement of Cash Flows | 52 |
| Consolidated Statement of Changes in Equity | 53 |
| Notes to the Consolidated Financial Statements | 54 |
| Financial and share-related key figures | 88 |
| Parent Company Financial Statements, FAS | 91 |
| Parent Company Income Statement | 91 |
| Parent Company Balance Sheet | 92 |
| Parent Company Cash Flow Statement | 95 |
| Notes to the Parent Company Financial Statements | 96 |
| Shares and Shareholders of Tulikivi Corporation | 102 |
| Signatures to Report of the Board and Financial Statements | 103 |
| Auditors' Report | 103 |
These are the financial statements of Tulikivi Corporation, that have been prepared in accordance with International Financial Reporting Standards (IFRS) and in compliance with the IAS and IFRS standards as well as the SIC and IFRIC interpretations upon force as at December 31, 2012. The term IFRS refers to the standards and interpretations upon these in the Finnish
Accounting Act and regulations issued by virtue to it and endorsed in the EU in accordance with the procedure defined in the EU Regulation (EY) No 1606/2002. The notes to the consolidated financial statements also conform with Finnish Accounting and Corporate Legislation.
The consolidated financial statements are presented in thousands of Euros.
The financial situation was very challenging at the start of 2012. The European financial crisis, which intensified in October 2011, weakened consumer confidence and decreased fireplace demand in the main markets. The strongest impact was on domestic net sales fireplace business that decreased by approximately 15 per cent despite the positive development in market share. At the start of the year, fireplace demand already remained below the previous year's level. In September 2012, domestic consumer demand decreased further.
Performance in fireplace exports was more stable, and net sales grew by around 2 per cent. The most positive development took place in the United States, Russia, Germany and the new East European export countries. As a whole, there was satisfactory performance in exports to Central Europe despite the dire financial situation.
Demand for lining stone products was low in early 2012, due to the cautious behaviour of heater manufacturers as regards their stocks. Net sales of lining stone products decreased by 18 per cent.
Net sales of sauna products are not yet significant regarding the whole figure. The net sales and result of interior stone products were as expected.
In spite of the decrease in net sales, the operating result of the Tulikivi Group became profitable in 2012. This was the result of the three million euro savings project that was implemented successfully. The savings boosted production efficiency and decreased fixed costs, as was the target.
Group net sales in 2012 totalled EUR 51.2 million (EUR 58.8 million in 2011). The net sales of the Fireplaces Segment amounted to EUR 47.1 (53.5) million and the net sales of the Interior Stone Segment were EUR 4.1 (5.3) million. The 2011 figures included net sales of discontinued operations, which amounted to
EUR 1.6 million in the Fireplaces Business and EUR 1.4 million in the Interior Stone Business. Net sales in Finland totalled EUR 24.9 (31.6) million, or 48.5 (53.7) per cent of the total net sales. Exports accounted for more than a half of the net sales total, i.e. EUR 26.3 (27.2) million. The principal export countries were Sweden, France, Germany, Belgium and Russia. In exports, net sales of fireplaces and lining stone products were as expected.
The consolidated operating result was EUR 0.1 (-2.4) million. The Fireplaces Segment's operating profit was EUR 2.2 (0.2) million and the operating result for the Interior Stone Segment was a loss of EUR -0.1 (-0.6) million,
while Other Items' expenses were EUR -2.0 (-2.0) million. Other Items include expenses of the Group administration and expenses pertaining to financial administration. The operating result for 2011 was adversely affected by non-recurring expenses of EUR 1.6 million net caused by the centralisation and adjustment measures. Of these expenses, EUR 1.4 million is allocated to the Fireplaces Segment and EUR 0.2 million net to the Interior Stone Segment.
The consolidated result before taxes was EUR -0.8 (-3.1) million and comprehensive income was EUR -0.6 (-2.4) million. The consolidated return on investment was 0.3 (-4.9) per cent. Earnings per share amounted to EUR -0.02 (-0.07).
The Tulikivi Group's fourth-quarter net sales totalled EUR 14.2 million (EUR 15.5 million in Q4/2011), the operating profit was EUR 0.5 (-1.0) million and the profit before taxes was EUR 0.3 (-1.2) million. The comparable figures for 2011 were adversely affected by the restructuring provision of EUR 1.0 million for adjustment measures.
Cash flow from operating activities before investments was EUR 0.1 (1.4) million. Working capital increased by EUR 3.0 million during the financial year and came to EUR 9.9 million. This was the result of the decrease in accrued expenses, the cancellation of the restructuring provision and the increase in boulder stocks. Interest-bearing debt was EUR 23.9 (24.9) million, and net financial expenses were EUR 0.8 (0.7) million. The current ratio was 1.7 (1.5). The equity ratio was 35.2 (33.3) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 112.9 (96.5) per cent. The equity per share amounted to EUR 0.49 (0.51).
Tulikivi completed negotiations to change the loan instalment schedule for the next three years. This includes covenants which are tied to the increase of the Group's profitability.
At the end of the financial year, the Group's cash came to EUR 3.3 (6.8) million, and the total of undrawn credit facilities and unused credit limits amounted to EUR 4.0 (4.1) million. The Group's debt financing, totalling EUR 18.4 (14.5) million, includes covenants which are tied to the Group's equity. Furthermore, a covenant condition tied to the ratio between the interest-bearing debt and EBITDA is applied on a share of EUR 8.4 (0.0) million of debt financing. All covenant conditions were met on the balance sheet date on Dec. 31,2012 and Dec.31, 2011, and the Group's financing resources are sufficient for the implementation of business plans.
The Group´s investments in production, quarrying and development came to total of EUR 2.7 (4.9) million. The new ERP system was introduced at the beginning of 2012. The new system will harmonise Tulikivi's internal processes in the various production plants and
businesses. It will also make the management of the partner network and the entire delivery chain more efficient. Other major investments included replacement investments in the
production plants and quarry investments. Research and development expenses totalled EUR 1.6 (2.1) million, and their relative share of net sales was 3.1 (3.8) per cent. A total of EUR 0.6 (0.6) million of this figure, after deduction of subsidies, was capitalised.
Significant investments were made in the commercialisation, launch and product approvals of the modular Hiisi collection. The modular design of the products allows the growth of component-specific volumes in order to boost production and acquisitions. This will accelerate and intensify product development in future. Tulikivi Figure and Tulikivi Color coating materials were launched at the same time as the Hiisi collection. They will enable the use of new designs and colours in soapstone fireplaces.
The Tulikivi Nuoska sauna heater received a Fennia Prize design award and the Hiisi collection received an award for its design at the Habitare Fair. The Tulikivi Harmaja fireplace received a Vesta Award for its technical features at the HBPA Expo in the USA.
The Group employed an average of 351 (427) people during the financial year. The average was calculated according to the period of employment, taking account of the impact of layoffs. The number of personnel at the end of the year was 377 (436) people. Of these employees, 341(395) were employed by the Fireplaces Segment, 21 (25) by the Interior Stone Segment and 15 (16) in activities not allocated to a segment. The number of personnel decreased during the year by 54 people as a result of the centralisation measures and attrition.
In all, 97.6 per cent of the employment relationships were permanent and 2.4 per cent were temporary. Salaries and bonuses during the year totalled EUR 13.9 (17.4) million.
The Tulikivi Group has an incentive pay scheme for all personnel. The incentive pay scheme is based on improvements in the Group's result and productivity, and the Managing Director and key personnel also have personal targets in addition to this. The 2012 result did not justify the payment of incentive pay.
Occupational safety during the year was good. The number of occupational accidents per million working hours was 32 (34).
At the Tulikivi Corporation´s Annual General Meeting held on April 12, 2012, the following persons were elected to the Board of Directors of the parent company and domestic business subsidiaries: Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Maarit Toivanen-Koivisto, Heikki Vauhkonen and Matti Virtaala. The Board of Directors elected from among its members Matti Virtaala as Chairman. The Managing Director of Tulikivi Corporation is Heikki Vauhkonen. KPMG Oy Ab, Authorized Public Accountants, was elected as the auditor.
There have no changes in Tulikivi Corporation´s share capital during year 2012. Tulikivi Corporation´s share capital entered in the Trade Register, amounted to EUR 6 314 474.90 on December 31, 2012. The number of shares is 37 143 970, of which 27 603 970 are Series A and 9 540 000 Series K shares. 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. 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 NASDAQ OMX Helsinki Ltd.
2.85 per cent of all shares were nominee registered or foreign ownership. No flagging notifications were made to the company during the review period.
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 2013.
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. The authorization is valid until the Annual General Meeting 2013.
At the start and end of the financial year, the total number of Tulikivi shares held by company was 124 000 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. The company did not purchase or assign any of its own shares during the financial year. During 2012 at NASDAQ OMX Helsinki Ltd, 4.1 million shares were traded, with the value of share turnover being EUR 2.4 million. The highest rating for the share was EUR 0.92 and the lowest EUR 0.47. The closing rate for the financial year was EUR 0.57.
The Group's business risks are categorised as strategic and operational risks, damage, casualty and loss risks and financial risks. Strategic risks are related to the nature of
business operations, and they concern, but are complement Tulikivi's core products.
not limited to, changes in the Group's operating environment, financial markets, market situation and market position as well as consumer habits and demand factors, allocation of resources, raw material reserves, changes in legislation and regulations, business operations as a whole, the reputation of the company, its brands and raw materials, and large investments. Operational risks are related to products, distribution channels, personnel, operations, new product launches and processes. Damage, casualty and loss risks include fires, serious breakdowns of machinery and other damage to assets that may also lead to interruption of business. Damage, casualty and loss risks also include occupational health and safety risks, environmental risks and accident risks. Financial risks the Group is exposed to are liquidity risks, risks related to capital management, interest rate risks and foreign currency risks.
Risk evaluation is carried out in connection with the drawing up of the strategic planning process and the annual action plan. Following analysis of the risks, the means of preventing and controlling them have been examined on the basis of impact and probability. If risk management methods prove ineffective or cannot be used, realised risks can have a substantial adverse effect on the result, financial position, business and share value. Risks and the means of controlling them are presented in greater detail in note 38 to the consolidated financial statements.
During the financial year, the actions taken to improve profitability will substantially streamline the corporate cost structure. Other development projects to enhance risk management were also continued. As a result, new product lines were launched to
In 2012, the relative profitability of Tulikivi operations was significantly improved. Efficient operations will be further intensified with the renewed enterprise resource planning system that enables faster and more reliable reporting. Any major downturn that might be caused by the euro area crisis could decrease the demand for the company's products and the company's profitability and equity. The company's balance sheet assets include goodwill, intangible assets and deferred tax assets, the value of which is based on the management's estimates. If these estimates fail to materialise, it is possible that impairment losses would have to be recognised in connection with the impairment testing processes. Meeting the covenant conditions on the Group's bank loans will require the improvement of the company's profitability in future.
Tulikivi's environmental strategy is geared towards making systematic progress in environmental matters in specified areas. All of Tulikivi Corporation's operational quarries and the ceramic production of the Heinävesi plant have the environmental permits they require. There are no on-going permit processes.
Under the Mining Act and environmental legislation, the Tulikivi Group has landscaping obligations that must be met during operations and after the quarries and plants are eventually shut down. No hazardous or poisonous substances are left in the environment as a result of the Group's
operations. . The environmental obligations and provisions recognised for them are presented in greater detail in notes 26, 34 and 35 to the consolidated financial statements.
The Group's operations comply with the environmental permits, the requirements of the authorities and the environmental protection requirements. 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.
On 21 January 2013, the company began codetermination negotiations covering all of the Group's personnel. The current estimate is that any reorganisation of work would mean up to 10 people being made redundant in the Group's Finnish operations, in sales, customer service and production, and up to 40 production staff being laid off until further notice. In addition to this, temporary layoffs of a maximum of 90 days are being negotiated. Tulikivi's negotiations concerning implementation of the layoffs will take account of the demand situation during 2013.
the development of consumer confidence. New products will enable the growth of market share, but no significant growth is anticipated for net sales in 2013. As a result of improvements to operating efficiency, operating profit is expected to improve.
Order books at the end of the year amounted to EUR 4.6 (5.7) million.
The Group strategy covers all key operating and financial targets to the end of 2017. Under the strategy, the company is targeting annual organic growth of over 10 per cent in the next few years in a positive economical situation. The aim is also to achieve an result before income taxes of 10 per cent within the next five years. The target for return on equity is that is it should exceed 20 per cent. Corporate acquisitions in support of the strategy are also possible. Due to unstable environment, the Group did not meet its strategic goals.
indicators per share together with their definitions as well as information on shareholders and management ownership are presented in connection with the financial statements.
The Group's operating segments are the Fireplaces Segment and the Interior Stone Segment. The Fireplaces Segment includes Tulikivi and Kermansavi soapstone and ceramic fireplaces, their accessories, fireplace lining stones. The Interior Stone Segment includes interior design stone products. In previous financial years this segment was called Natural Stone Products. Expenses not allocated to a segment are recognised under 'Other items' in segment reporting. Expenses not allocated to segments include expenses of the Group administration, expenses pertaining to financial administration, and financial expenses and taxes.
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.
On 21 June 2012, the Boards of Tulikivi Corporation and Kivia Oy decided to merge Kivia Oy into Tulikivi Corporation by absorption. The implementation of the merger was entered into the Trade Register on 31 December 2012. The merger aims to clarify the Group structure.
The Group has interests in associated companies Stone Pole Oy and Rakentamisen MALL Oy.
Tulikivi Corporation will issue its Corporate Governance Statement for 2012 separately from the Annual Report. The Corporate Governance Statement has been prepared in accordance with Recommendation 54 of the Finnish Corporate Governance Code and Chapter 2, section 6 of the Securities Markets Act. Information on corporate governance can be found on Tulikivi's website, at http://www. tulikivi.com/en/tulikivi/Corporate_ governance_and_management.
There is no distributable equity. The reserve for invested unrestricted equity has a total of EUR 5,835 thousand of returnable funds. The Board will propose to the Annual General Meeting that no dividend be paid.
The demand for Tulikivi products depends on The Group´s order book, financial ratios and key
Consolidated Statement of Comprehensive Income
| EUR 1 000 | Note | Jan. 1 - Dec. 31, 2012 | Jan. 1 - Dec. 31, 2011 |
|---|---|---|---|
| Sales | 2 | 51 191 | 58 771 |
| Other operating income | 5 | 768 | 1 031 |
| Increase/decrease in inventories of finished goods and in work in progress | 1 081 | -519 | |
| Production for own use | 358 | 772 | |
| Raw materials and consumables | -10 701 | -12 215 | |
| External services | -7 680 | -8 981 | |
| Personnel expenses | 6 | -17 556 | -22 511 |
| Depreciation and amortisation | 7 | -4 085 | -4 216 |
| Impairments | 7 | 0 | -25 |
| Other operating expenses | 8 | -13 317 | -14 475 |
| Operating result | 59 | -2 368 | |
| Financial income | 9 | 83 | 182 |
| Financial expenses | 10 | -925 | -939 |
| Share of result of associates | 3 | 3 | |
| Result before income tax | -780 | -3 122 | |
| Income taxes expense | 11 | 155 | 692 |
| Result for the year | -625 | -2 430 | |
| Other comprehensive income | |||
| Cash flow hedges | 10.2 | -6 | -6 |
| Translation differences | 10.2 | -13 | 18 |
| Income tax on other comprehensive income | 10.2 | 2 | 1 |
| Total comprehensive result for the year | -642 | -2 417 | |
| Calculated from result attributable to the equity holders of the parent company | |||
| Earnings per share, EUR | |||
| basic/diluted | 12 | -0.02 | -0.07 |
| EUR 1 000 | Note | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 13 | 12 789 | 14 249 |
| Goodwill | 14, 15 | 4 174 | 4 174 |
| Other intangible assets | 14 | 12 429 | 12 622 |
| Investment properties | 16 | 209 | 213 |
| Investments in associates | 17 | 7 | 4 |
| Other financial assets | 18 | 26 | 26 |
| Deferred tax assets | 19 | 2 169 | 2 066 |
| Other receivables | 53 | 200 | |
| Total non-current assets | 31 856 | 33 554 | |
| Current assets | |||
| Inventories | 20 | 11 366 | 10 748 |
| Trade and other receivables | 21 | 5 154 | 5 507 |
| Cash and cash equivalents | 22 | 3 357 | 6 769 |
| Total current assets | 19 877 | 23 024 | |
| Total assets | 51 733 | 56 578 | |
| Equity and liabilities | |||
| Capital and reserves attributable to equity holders of the Company | |||
| Share capital | 23 | 6 314 | 6 314 |
| Treasury shares | 23 | -108 | -108 |
| The invested unrestricted equity fund | 23 | 7 334 | 7 334 |
| Translation differences | 23 | -22 | -10 |
| Revaluation reserve | 23 | -51 | -46 |
| Retained earnings | 4 695 | 5 320 | |
| Total equity | 18 162 | 18 804 | |
| Non-current liabilities | |||
| Deferred income tax liabilities | 19 | 1 369 | 1 426 |
| Provisions | 26 | 1 227 | 1 362 |
| Interest-bearing liabilities | 27 | 19 277 | 19 009 |
| Other liabilities | 28 | 20 | 154 |
| Total non-current liabilities | 21 893 | 21 951 | |
| Current liabilities | |||
| Trade and other payables | 28 | 7 153 | 8 960 |
| Provisions | 26 | 17 | 947 |
| Short-term interest-bearing liabilities | 27 | 4 508 | 5 916 |
| Total current liabilities | 11 678 | 15 823 | |
| Total liabilities | 33 571 | 37 774 | |
| Total equity and liabilities | 51 733 | 56 578 |
| EUR 1 000 | Note | Jan. 1 - Dec. 31, 2012 | Jan. 1 - Dec. 31, 2011 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Result for the year | -625 | -2 430 | |
| Adjustments: | |||
| Non-cash transactions | 31 | 3 815 | 3 547 |
| Interest expense and finance costs | 925 | 939 | |
| Interest income | -80 | -178 | |
| Dividend income | -2 | -4 | |
| Income taxes | 11 | -155 | -692 |
| Changes in working capital: | |||
| Change in trade and other receivables | 290 | 403 | |
| Change in inventories | -618 | 192 | |
| Change in trade and other payables | -1 597 | -498 | |
| Change in provisions | -1 067 | 1 066 | |
| Interest paid | -948 | -960 | |
| Interest received | 69 | 124 | |
| Dividends received | 2 | 4 | |
| Income tax paid | 58 | -67 | |
| Net cash flow from operating activities | 67 | 1 446 | |
| Cash flows from investing activities | |||
| Purchases of property, plant and equipment (PPE) | -1 265 | -1 647 | |
| Purchases of intangible assets | -1 659 | -3 050 | |
| Grants received for intangible assets | 29 | 255 | |
| Proceeds from sale of intangible assets | 554 | 813 | |
| Disposals of other financial assets | 0 | 4 | |
| Purchases of other investments | 0 | -4 | |
| Proceeds from sale of other investments | 0 | 1 | |
| Net cash flow from investing activities | -2 341 | -3 628 | |
| Cash flows from financing activities | |||
| Proceeds from non-current borrowings | 4 100 | 5 500 | |
| Repayments of borrowings | -5 239 | -5 853 | |
| Dividends paid | 0 | -909 | |
| Net cash flow from financing activities | -1 139 | -1 262 | |
| Net decrease (-) / increase (+) in cash and cash equivalents | -3 413 | -3 444 | |
| Cash and cash equivalents at the beginning of the year | 6 769 | 10 210 | |
| Exchange gains (+) / losses (-) | 1 | 3 | |
| Cash and cash equivalents at the end of the year | 22 | 3 357 | 6 769 |
Consolidated statement of changes in equity
| Attributable to equity holders of the Company | Note | Share capital | The invested unrestricted equity fund |
Revaluation reserve |
Treasury shares | Translation differences |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|---|
| EUR 1 000 | ||||||||
| Equity at January 1, 2011 | 6 314 | 7 334 | -41 | -108 | -27 | 8 660 | 22 131 | |
| Total comprehensive result for the year | -5 | 17 | -2 430 | -2 418 | ||||
| Transactions with owners | ||||||||
| Dividends paid | -909 | -909 | ||||||
| Equity at December 31, 2011 | 23, 29.6. | 6 314 | 7 334 | -46 | -108 | -10 | 5 321 | 18 804 |
| Total comprehensive result for the year | -5 | -12 | -625 | -642 | ||||
| Dividends paid | 0 | |||||||
| Equity at December 31, 2012 | 6 314 | 7 334 | -51 | -108 | -22 | 4 696 | 18 162 |
The parent company is Tulikivi Corporation (Business ID 0350080-1) and it is domiciled in Juuka, Finland. Its registered address is 83900 Juuka, Finland.
A copy of the consolidated financial statements is available on the Internet at www.tulikivi.com or at the parent company's head office, located at the above address.
The Group has two reportable segments, Fireplaces and Interior stone segments. Fireplaces segment comprises soapstone and ceramic fireplaces sold under Tulikivi and Kermansavi brands, their by-products and Kermansavi utility ceramics (until December 31, 2011), as well as lining stones for heaters and sauna heaters. Interior stone segment comprises interior decoration stone products and paving stones (until June 30, 2011 also deliveries to construction sites). In segment reporting non-allocable expenses are presented under 'Other items', which also includes expenses incurred from the corporate and financial administration as well as finance expenses and income taxes.
Tulikivi Corporation's Board of Directors has approved these financial statements for publication at its meeting held on February 8, 2013. Under the Finnish Limited Liability Companies Act, shareholders may approve or reject the financial statements at the Annual General Meeting held after publication. The Annual General Meeting also has the right to decide on making changes to the financial statements.
These are the financial statements of the Group, that have been prepared in accordance with International Financial Reporting Standards
(IFRS) and in compliance with the IAS and IFRS standards as well as the SIC and IFRIC interpretations in force as at December 31, 2012. The term IFRS refers to the standards and interpretations that are approved for
adoption in the Finnish Accounting Act and regulations issued by virtue to it and endorsed in the EU in accordance with the procedure defined in the EU Regulation (EY) No 1606/2002. The notes to the consolidated financial statements also comply with the additional requirements under the Finnish accounting and company legislation.
The consolidated financial statements have been prepared under the historical cost convention except for financial assets and financial liabilities (including derivatives) carried at fair value through profit or loss. The consolidated financial statements are presented in thousands of euros.
Tulikivi Group has applied the following amended standards as from January 1, 2012: - Amendments to IFRS 7 Financial Instruments: Disclosures (effective for financial years beginning on or after July 1, 2011): The amendments will promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures relating to transfers of financial instruments and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial assets. The amendments will impact the
notes to the consolidated financial statements. Tulikivi Group has not yet adopted the following new and amended standards and interpretations already issued. The Group will adopt them as of the effective date or, if the date is other than the first day of the financial year, from the beginning of the subsequent financial year.
* = not yet endorsed for use by the European Union
•Amendments to IAS 1 Presentation of Financial Statements (effective for financial years beginning on or after July 1, 2012): The major change is the requirement to group items of other comprehensive income as to whether or not they will be reclassified subsequently to profit or loss when specific conditions are met. The amendments only have an impact on the presentation of Tulikivi Group's other comprehensive income.
•Amendment to IAS 19 Employee Benefits (effective for financial years beginning on or after January 1, 2013): The amendments to IAS 19 regarding the defined benefit pension plan accounting will have no impact on the consolidated financial statements as all Group's pension plans are defined contribution plans. The other amendments made to the standard, associated with termination benefits, for example, are not assessed to have a material impact on the consolidated financial statements.
•IFRS 13 Fair Value Measurement (effective for financial years beginning on or after January 1, 2013): IFRS 13 establishes a single source for all fair value measurements and disclosure requirements for use across IFRSs. The new standard also provides a precise definition of fair value. IFRS 13 does not extend the use of fair value accounting, but it provides guidance on how to measure fair value under IFRSs when fair value is required or permitted. IFRS 13 will expand the disclosures to be provided for non-financial assets measured at fair value. The new standard is not assessed to have a material impact on the consolidated financial statements.
•Annual Improvements to IFRSs 2009-2011* (May 2012) (effective for financial years beginning on or after January 1, 2013): The annual improvements process provides a mechanism for minor and non-urgent amendments to IFRSs to be grouped together and issued in one package annually. The amendments cover in total five standards. Their impacts vary standard by standard but are not significant.
•IFRS 10 Consolidated Financial Statements and subsequent amendments (in the EU effective for financial years beginning on or after January 1, 2014): IFRS 10 builds on existing principles by identifying the concept of control as the determining factor when deciding whether an entity should be incorporated within the consolidated financial statements. The standard also provides additional guidance to assist in the determination of control where this is difficult to assess. The new standard is not expected to have a material impact on the consolidated financial statements.
•IFRS 11 Joint Arrangements and subsequent
years beginning on or after January 1, 2014): In the accounting of joint arrangements IFRS 11 focuses on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangements: joint operations and joint ventures. In future jointly controlled entities are to be accounted for using only one method, equity method, and the other alternative, proportional consolidation is no longer allowed. The new standard is not assessed to have a material impact on the consolidated financial statements.
Other amendments to standards are not expected to have an impact on the consolidated financial statements when adopted.
•IFRS 9 Financial Instruments* and subsequent amendments (effective for financial years beginning on or after January 1, 2015): This originally three-phase project is intended to replace the current IAS 39 Financial Instruments: Recognition and Measurement. The amendments resulting from the first phase (published in November 2009) address the classification and measurement of financial assets. Based on measurement, financial assets are classified into two main groups: financial assets at amortised cost and financial assets at fair value. Classification depends on a company's business model and the characteristics of contractual cash flows. The amendments published in October 2010 deal with the classification and measurement of financial liabilities and the standard retains most of the related IAS 39 requirements. The unfinished parts of IFRS 9, i.e. the impairment of financial assets and general hedge accounting phases are still a work in progress. Furthermore, the IASB is also considering limited amendments regarding the classification and measurement of financial assets. As the IFRS 9 project is incomplete, the impacts of the standard on the consolidated financial statements cannot yet be assessed. The preparation of the consolidated financial statements in conformity with IFRS requires the management make certain estimates and judgements. Information about the areas where
the management has exercised judgment in the application of the Group's accounting principles is presented under "Critical management judgments in applying the entity's accounting principles and major sources of estimation uncertainty".
The consolidated financial statements include the parent company, Tulikivi Corporation, and all its subsidiaries. Subsidiaries are companies, over which the Group has control. Control exists when the Group owns more than half of the voting rights, or it has otherwise control. Also the existence of potential voting rights is considered when assessing the conditions of control if the instruments entitling to potential voting rights are currently exercisable. Control means the power to govern financial and operating policies of an entity so as to obtain benefits from its activities.
Intragroup share holdings are eliminated using the acquisition method. The consideration transferred and the identifiable assets acquired and liabilities assumed in the acquired company are measured at fair value at the acquisition date.
Subsidiaries are consolidated from the date on which control is transferred to the Group, and the disposed subsidiaries until the control ceases. Intragroup transactions, balances and unrealized gains on transactions between group companies, and intragroup distribution of profits are eliminated. Unrealized losses are also eliminated unless the loss is due to impairment. Tulikivi Corporation owns its subsidiaries in full, therefore the Group's profit for the year or equity do not include non-controlling interests. All business combinations of the Group have taken place before the effective date of the revised IFRS 3(2008).
Associated companies are all entities over which the Group has significant influence. Significant influence mainly arises when the Group holds over 20 per cent of the voting rights or otherwise has significant influence, but no control. Investments in associates are accounted for using the equity method. When the Group's proportionate share of losses in an associate exceeds the book value of the interest, the investment is recognized in the balance sheet to zero value and further losses are not recognized unless the Group has committed to fulfil the associates' obligations. The investment in an associate includes goodwill identified on acquisition. Unrealized gains between the Group and an associate are eliminated according to the ownership interest of the Group.The Group's share of the associate's profit or loss for the year is separately disclosed below operating profit. Respectively, the Group's share in the changes recognized in other comprehensive income of an associate is recognized in other comprehensive income of the Group. Associates of the Group have not had these items in the financial years 2011 or 2012.
The results and financial positions of subsidiaries are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in euros, which is the parent company's functional and presentation currency.
Transactions in foreign currencies are translated into the functional currency using the foreign exchange rate prevailing at the transaction date. In practice, exchange rates close to the rates prevailing at the dates of the transactions
are usually used. Monetary items are translated into functional currency using the exchange rates prevailing at the reporting date. Non-monetary items are translated using the exchange rate at the transaction date. Exchange differences of transactions in foreign currencies and translation of monetary items are recognized in profit or loss. Exchange differences resulting from business operations are recognized in the respective items in the Goodwill arisen from the acquisitions of foreign entities and related fair value adjustments to the assets and liabilities of the acquired entities are recognized as assets and liabilities of the said foreign entities and are translated to euro using the exchange rates at the reporting date. The fair value adjustments and goodwill arisen from the acquisitions occurred prior to January 1, 2004, have been recognized in euro. PROPERTY, PLANT AND EQUIPMENT
disposed of, in part or in full, the accumulated translation difference is transferred to profit or loss as part of the gain or loss on disposal. The Group has not acquired, nor sold any foreign subsidiaries during the financial year ended or in
accumulated depreciation and impairment
Cost includes expenditure directly attributable
the previous financial year.
income statement as part of the operating profit. Gains or losses arising from borrowings and cash in bank are recognized in finance Property, plant and equipment assets are measured in the balance sheet at cost less
income and expenses.
Income and expenses in the statements of comprehensive income of the foreign Group companies are translated at exchange rates at the dates of the transactions and the statements of financial position are translated at closing rates at the reporting date. Exchange differences arising from translation of comprehensive income with different exchange rates in the to the acquisition of an item of property, plant and equipment. Cost of a self-constructed asset includes material costs, direct employee benefit costs and other direct costs attributable to the cost of preparing the asset for its intended use. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of the asset.
charges.
statement of comprehensive income and in the statement of financial position are recorded within equity and this change is recognised in other comprehensive income. Translation differences arising from eliminating the cost of foreign subsidiaries and from translating the foreign subsidiaries' accumulated post-acquisition equity are recognised in other comprehensive income. When a subsidiary is When the asset consists of several items with different useful lives, each item will be dealt with as a separate asset. In this case the replacement costs of the item are capitalized and any remaining part of the asset is derecognised. Otherwise subsequent costs are included in the book value of an item of property, plant and equipment only when it is probable that the future economic benefits
associated with the item will flow to the Group and that the cost can be measured reliably. Other repair and maintenance costs are charged to the income statement when they occur.
Depreciation is calculated using the straight-line method based on the useful lives of the assets. Land areas are not depreciated except for mining areas, where depreciations are recognised based on the consumption of the rock material and stacking area filling time. The useful lives are as follows:
| Buildings | 25 to 30 years |
|---|---|
| Constructions | 5 years |
| Process machinery | 3 to 15 years |
| Motor vehicles | 5 to 8 years |
| Other property | 3 to 5 years |
| Equipment | 3 to 5 years |
| investment property(buildings) | 10 to 20 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year-end.
Depreciation of property, plant and equipment is discontinued when the item of property, plant and equipment is classified as being held for sale in accordance with the IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. The Group had no items of property, plant and equipment classified as held for sale during the years 2011 and 2012.
Gains and losses on disposal of property, plant and equipment are recognised in profit or loss and presented in other operating income and expenses. Gain/loss on sale is determined based on the difference between the disposal price and the residual value.
Government grants, for example grants from
the state, related to the purchase of property, plant and equipment or intangible assets are deducted from the carrying amount of the asset when there is a reasonable assurance that the grant will be received and the group will comply with attached conditions. The grants are recognised in profit or loss through the depreciation/amortisation made over the useful life of the asset. Grants received as compensation for expenses already incurred are recognised in profit or loss of the period in which they become receivable. Such government grants are presented within other operating income.
Investment properties are properties held in order to earn rental income or capital appreciation. Investment properties are measured at cost less accumulated depreciation.
Goodwill arising on business combinations taking place after January 1, 2010 is recognised as the excess of the aggregate of the consideration transferred, the recognised amount of non-controlling interests and previously held equity interest in the acquired company, over the Group's share of the fair value of the net identifiable assets acquired. No business combinations have taken place in the Group since January 1, 2010.
Business combinations taken place between January 1, 2004 and December 31, 2009 have been accounted for in accordance with the previous IFRS standard (IFRS 3(2004)). The goodwill arisen from the acquisitions occurred before January 1, 2004 represents the carrying amount of goodwill at the date of transition to IFRSs based on the previous accounting principles. The cost includes expenditure that is directly attributable to the acquisition, such as professional fees. Goodwill is not amortised but tested annually for impairment. For this purpose the goodwill has been allocated to cash-generating units or, if an associate is in question, goodwill is included in the cost of the associate. The goodwill is measured at historical cost less impairment.
Research costs are expensed in the income statement as incurred. Development costs arising from planning of new or improved products are capitalized as intangible assets in the balance sheet when costs arising from the development phase can be reliable measured, the entity can demonstrate the technological and commercial feasibility of the product and the Group has the intention and resources to complete the development work. Capitalised development costs comprise material, labour and test costs incurred in bringing the assets capable of operating in the manner intended by management. Development costs previously expensed cannot be capitalized later.
Amortisation of an asset begins when the asset is available for use. Assets not available for use are tested annually for impairment. Subsequent to initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses. The useful life of the capitalized development costs is 5 years during which the capitalized costs are expensed using the straight-line method.
Costs of exploration and evaluation of soapstone are mainly capitalised. However, costs of exploration and evaluation of soapstone are expensed in statement of comprehensive income when there is significant uncertainty related to commercial viability. Elements of cost of exploration and evaluation are geographical studies, exploration drilling, trenching, sampling and activities in relation to
evaluating the technical feasibility and commercial viability of extracting mineral resources. After initial recognition Group applies the cost model and the assets are amortised over 5 to 10 years. The exploration and evaluation assets are classified as a separate intangible asset category until technical feasibility and commercial viability is demonstrable. Afterwards the exploration and evaluation assets are reclassified to other intangible assets. The exploration and evaluation activities start when the Ministry of Employment and the Economy has granted a right of appropriation.
Intangible assets are recognized in the balance sheet only if the cost of the item can be measured reliably and it is probable that the future economic benefits associated with the asset will flow to theGroup.
Costs arising from establishing the soapstone quarries and construction of roads, dams and other site facilities related to the quarry are also capitalised. It can take years to establish a quarry. Amortisation of quarry lands, basins and other auxiliary structures begins when the quarry is ready and taken into production use, and the amortisation is allocated over the
useful life of the quarry, that is, over the extraction period using the unit of production method. The extraction periods vary by quarries and can reach tens of years. The amount of amortisation in unit of production method is the portion of the cost equalling to the portion of extracted rock during the reporting period from the estimated total extractable amount of rock of the quarry.
The amortisation period of quarries in production phase varies from ten to twenty years. The amortisation of construction expenses of roads and dams begins in the construction year.
Intangible assets with a finite useful life are recognised as expenses on a straight-line basis over the known or estimated useful life of the asset. Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Amortisation periods of other intangible assets are as follows:
| Patents and trademarks | 5 to 10 years |
|---|---|
| Development costs | 5 years |
| Distribution channel | 10 years |
| Mineral resource exploration | |
| and evaluation costs | 5 to 10 years |
| Quarrying areas | |
| and basins = | unit of production method |
Quarrying area roads and dams 5 to 15 years Computer software 3 to 5 years Others 5 years
The useful life of the trademark related to Fireplaces segment has been assessed to be indefinite, because there is no foreseeable limit to the period which this asset is expected to generate net cash inflows.
Inventories are measured at the lower of cost and net realisable value. The cost is determined using the weighted average cost method. The cost of quarried blocks is affected by the stone yield percentage. The cost of acquiring finished products includes all costs of purchase, including direct transportation, handling and other costs.
The cost of own finished goods and work in progress consists of raw materials, direct labor, other direct costs and related variable and fixed production overheads systematically allocated on a reasonable basis on a normal capacity of the production facilities. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
The leases of the Group are agreements under which substantially all the risks and rewards incidental to the leased assets are retained by the lessor and the agreements are therefore classified as operating leases. Payments made under operating leases are charged to the income statement as rental expenses on a straight-line basis over the lease term. When a lease includes both land and buildings elements, the classification of each element as either a finance lease or an operating lease is assessed separately. The Group has no leases classified as finance leases.
Assets leased out by the Group are leased under operating leases. The assets are included in property, plant and equipment or investment properties in the balance sheet. They are depreciated over their useful lives consistent with the Group's normal depreciation policy. Part of the leased assets is subleased. Lease income from operating leases is recognized on a straight-line basis over the lease term.
The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is assessed. The recoverable amount is annually tested for impairment for the following assets independent of the existence of indicators of impairment: goodwill, indefinite-lived intangible assets and intangible assets not yet available for use. Mineral resource exploration and evaluation assets are tested always before reclassification of the assets in question. For the purpose of assessing criteria for recognising an impairment loss assets are grouped at the lowest levels for which there are separately identifiable cash-generating units with separately identifiable cash flows. The Group's corporate assets, which contribute to several cash-generating units and which do not generate separate cash flows, have been allocated to cash-generating units in a reasonable and consistent manner and they are tested as a part of each cash-generating unit. The recoverable amount of an asset is the higher of the fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or a cash-generating unit. A pre-tax rate, which reflects the market view on the time value of money and asset-specific risks is used as the discount rate.
An impairment loss is recognized when the carrying amount exceeds the recoverable in 2012 or 2011.
recognized in profit or loss. If an impairment loss is allocated to a cash-generating unit, it is first recognised as a deduction of the goodwill allocated to the unit and then on pro-rata basis to unit's other assets. By recognition of an impairment loss the useful life of the asset to be depreciated / amortised is reassessed. For other assets except for goodwill, the impairment loss is reversed in case there is a change in those estimates that were used when the recoverable amount of the asset was determined. The increased carrying amount must not, however, exceed the carrying amount that would have been determined if no impairment loss had been recognized in prior years. Previously recognized impairment loss on goodwill is not reversed under any conditions.
Pension plans are classified either as defined benefit plans or defined contribution plans. In defined contribution plans the group makes fixed contributions into a separate entity. The group has no legal or constructive obligation to pay any further contributions if the receiver of payments is not able to pay the pension benefits in question. All other pension plans that do not meet these conditions are defined benefit plans. The contributions made to defined contribution plans are recognised in profit or loss in the period, which they are due. Group's pension plans are defined contribution plans.
The Group had no share-based incentive plans
EMPLOYEE BENEFITS - Pension obligations
amount. The impairment loss is immediately PROVISIONS AND CONTINGENT LIABILITIES
A provision is recognized when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. A provision is measured at the present value of the expenditure required to settle the obligation. The discount factor used in the calculation of the present value is determined so that it reflects the current market assessment of the time value of money and risks related to the obligation. The amount of provisions is assessed at each reporting date and adjusted to correspond to the current best estimate. Changes in provisions are recognised in income statement in the same item as the provision was originally recognised.
A warranty provision is recognized when the product subject to the warranty is sold. The amount of the warranty provision relies on the statistical information of historical warranty realization.
A provision for restructuring is recognised when the Group has prepared a detailed restructuring plan and the restructuring either has commenced or communicated the restructuring plan to those affected by it. No provisions are recognised on expenses related to the Group's continuing operations.
A provision of onerous contracts is recognized when the incremental costs exceed the benefits received from the contract. Based on environmental legislation the group has restoration obligations related to the factory and quarry areas. A provision is recognised in
the consolidated financial statements for the estimable environmental obligations.
A contingent liability is a contingent obligation as a result of a past event and its existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. An existing obligation which probably does not require settling the payment obligation or which can not be reliably estimated is also considered a contingent liability. A contingent liability is disclosed in the notes.
Income tax expense comprises current tax based on taxable income for the period and deferred tax. Taxes are recognised in profit or loss, except when they relate to items recognised directly in equity or in other comprehensive income. In this case, also tax is recognised within the item in question. Current tax is the amount of income taxes payable in respect of the taxable profit for the period and is calculated on the basis of the local tax legislation.
Deferred taxes are calculated on temporary differences between the carrying amounts of balance sheet items and their taxable values. However, the deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination or that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is recognised for investments in subsidiaries and associates, with the exception that the Group is able to control the timing of the reversal of the temporary difference and it is not probable that the temporary difference will reverse in the foreseeable future. The Group´s most significant temporary differences arise from depreciation of property, measuring derivatives at fair value, tax losses carried forward and fair value measurement associated to business combinations.
Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The recognition criteria of a deferred tax asset in this respect are assessed at each reporting date.
Revenue includes the consideration received from sale of goods and services rendered measured at fair value adjusted with indirect taxes, rebates, and exchange rate differences from sales in foreign currencies.
Revenues of sold goods are recognized when the risks, rewards and control have been transferred to the buyer. Generally this coincides with the delivery of products in accordance with the terms of a contract. Revenue from installing and services is recognised in the period when the service is rendered and it is probable that economic benefits are received for the services.
Lease income is recognised on a straight-line basis over the lease term.
The Group did not have any construction
contract revenues in 2012 and 2011.
Interest income is recognized according to the effective interest rate method and dividend income when the right to the dividend is arisen. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED OPERATIONS The Group did not have non-current assets classified as held for sale nor discontinued operations during in 2012 or 2011.
The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial asset was acquired and is made at initial recognition. Transaction costs are included in the initial value of all the financial assets not carried at fair value
through profit or loss. Regular purchases and sales of financial assets are recognised on the trade date, which is the date when the Group commits to purchase or sell the financial asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are financial assets held for trading or financial assets which are classified at initial
recognition in this category. The classification can only be changed under extremely rare conditions. The financial assets measured at fair value through profit or loss include the financial
assets held for trading or financial assets that
include one or more embedded derivatives that alter significantly the cash flows under a contract, when the compound financial instrument as a whole is measured at fair value. Assets classified as held for trading have been acquired principally for the purpose of short-term profit taking from market price changes. Derivatives that are not financial guarantee contracts or that do not qualify for hedge accounting are classified as held for trading. Derivatives and financial assets with maturities less than 12 months are included in current assets. The Group had no embedded derivatives or financial guarantee contracts in 2012 or 2011.
Financial assets at fair value through profit or loss are measured at fair value based on quoted market prices at the reporting date. Fair values of interest rate swaps are determined based on the present value of future cash flows and fair values of forward exchange agreements based on forward exchange rates at the reporting date. The Group applies commonly accepted valuation methods in measuring derivatives and other financial instruments that are not held for sale. Unrealized and realized gains and losses from changes in fair value are recognized in the income statement when they arise.
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and a maturity date, and the Group has the positive intent and ability to hold the financial assets to the maturity. They are measured at amortised cost using the effective interest method, and they are included in the non-current assets. The Group had no held-to-maturity financial assets in 2012 or 2011.
Loans and receivables are non-derivative
financial assets with fixed or determinable payments that are not quoted in an active market and the Group does not hold them for trading or does not explicitly designate them as available for sale at initial recognition. They are recognised at amortised cost using the effective interest method. Loans and receivables are included in trade and other receivables and are classified as current or non-current based on their maturity, to the latter if they have a maturity of more than 12 months.
Financial assets available for sale are non-derivative financial assets, that are specifically designated this category or that are not classified into any other category. They are recognized as non-current assets except when the management intends to dispose of the investment within 12 months from the reporting date. In this case the investment is classified as a current asset. Available-for-sale financial assets can contain investments in shares and interest-bearing securities. Available-for-sale financial assets are carried at fair value, or when the fair value can not be measured reliably, at cost. The fair value of financial assets is determined based on market bid prices. If no quoted market prices are available for the available-for-sale financial assets, the Group applies other methods of measurement. These can include, for example, recent transactions between independent parties, discounted cash flows and measurements of similar instruments. Market information is mainly applied in measurement minimising the application of factors determined by the Group itself.
The changes in fair value of available-for-sale financial assets are recognised in other comprehensive income, net of tax, and
presented within equity in the revaluation reserve. When securities classified as available for sale are sold or they are impaired, the accumulated fair value adjustments recognised in equity are transferred to the income statement as a reclassification adjustment. Interest income from available-for-sale interest securities are recognised in finance income using the effective interest method. The Group had no available-for-sale financial assets in 2012 or 2011.
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments which are readily convertible to known amounts of cash and for which the risk of changes in value is insignificant. Cash and cash equivalents mature in three months or less.
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. If the fair value of an equity investment is significantly lower compared to the cost and for a time period defined by the Group, this is indication of impairment. If there is indication of impairment, the loss accumulated in the revaluation reserve is transferred in profit or loss. Impairment losses on equity instruments classified as available for-sale financial assets are not reversed through profit or loss, whereas, subsequent reversal of impairment losses on interest instruments is recognised in profit or loss.
receivables are not collectible in full. Significant financial difficulties of a debtor, probability of bankruptcy or delay of payments exceeding 90 days are considered as evidence of an impairment of trade receivables. An impairment loss to be recognised in the income statement is determined as the difference between the carrying amount of a receivable less the present value of the estimated future cash flows discounted with the effective interest rate. If, in a subsequent period, the amount of the
impairment loss decreases and the decrease can be related objectively to an event occurring
after the impairment was recognised, the previously recognised impairment loss is be reversed through the income statement.
Financial liabilities are initially recognized at fair value. Transaction costs are included in the initial carrying amount for those financial liabilities carried at amortised cost. Subsequently financial liabilities, except for derivative liabilities, are measured at amortized cost using the effective interest rate method. Financial liabilities may comprise of current and non-current items. Financial liabilities are classified as current liabilities unless the Group has an unconditional right to postpone the settlement of the liability at least 12 months from the reporting date.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of that asset when it is probable that they will result in future economic benefits and the costs can be measured reliably. Other borrowing
The group recognises an impairment loss when there is objective evidence that the trade costs are recognised as an expense in the period in which they are incurred. Fees related
to the establishment of loan facilities are recognised as transaction costs to the extent that it is probable that some or all of the loan facility will be drawn down. In these cases, the fees are deferred (capitalised) until the draw-down occurs. As the loan is drawn down, any related transaction fees are recognised as part of transaction expenses. To the extent that it is probable that the loan facility will not be drawn down, the fees are capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. The principles applied in determination of fair values of all financial assets and financial liabilities are presented in note 30. Carrying amounts of financial assets and financial liabilities by categories and their fair values.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Gains and losses from the fair value measurement are recognized following the purpose of use of the underlying derivative. Changes in the fair value of derivatives that are designated and qualify as effective hedges are presented in the income statement, together with any changes in the hedged item. When the group enters into a derivative contract, it is accounted for either as a hedge of the fair value of receivables or liabilities or firm commitments (fair value hedge), or in respect of foreign currency risk, hedges of cash flows related to highly probable forecast transaction or as a derivative not qualifying for hedge accounting. At the inception of hedge accounting the group documents the relationship between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and at least each reporting date, of whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in fair values or cash flows of hedged items.
The fair value changes of derivatives satisfying the criteria of fair value hedges are recognised in profit or loss. The fair value changes of the hedged asset or liability are treated in a similar manner in respect of the hedged risk. The Group held no derivative contracts meeting the criteria of fair value hedges in 2012 or 2011.
The effective portion of changes in the fair values of derivatives designated and qualifying as cash flow hedges are recognised in other comprehensive income and presented in the revaluation reserve in equity. The cumulative gain or loss in equity is transferred to profit or loss in the same period as the hedged cash flows affect profit or loss. Gains or losses on derivatives hedging forecast foreign currency denominated sales are recognised as sales adjustments when those sales are realised. The ineffective portion of the changes in fair values is recognised in profit or loss in finance income or finance expenses. If the forecast transaction that is hedged results in the recognition of a non-financial asset, such as an item of property, plant and equipment, the gains and losses recognised in equity are accounted for as a cost adjustment of the item in question.
When a hedging instrument designated as a
cash flow hedge expires or is sold or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss remains in equity until the forecast transaction realizes. However, if the forecast transaction is no longer expected to occur, the cumulative gain or loss deferred in equity is immediately transferred to the profit or loss.
The fair values of hedging instruments are presented in Note 33 Commitments. Changes in the revaluation reserve are presented in Note 10.2 Other comprehensive income.
If Tulikivi Corporation repurchases its own equity instruments the cost of these instruments is deducted from equity.
The IAS 1 Presentation of Financial Statements does not define the concept of operating profit. The Group has defined it as following: The operating profit is the net amount attained when the sales are added by other operating income, deducted by purchase expenses adjusted with changes in finished goods and work in progress and costs of production for own use, by employee benefit expenses, by depreciation and amortisation, by possible impairment charges and by other operating expenses. All other items are presented below operating profit in the income statement. Exchange rate differences and the fair value changes of derivatives are included in operating profit if they result from business operations, otherwise they are recognised in the financial items. Negative operating profit is referred to as Operating result in the reporting.
In preparing the consolidated financial statements estimates and assumptions about the future are made, the actual outcome of which might differ from the assumptions and estimates made previously. In addition,
judgment is exercised in applying the accounting principles.
Judgments and assumptions are based on the Directors best estimate as at the reporting date. The estimates are based on earlier experience and assumptions of the future considered to be most probable at the reporting date, relating to i.a. expected development of the economic environment in which the Group operates affecting the sales
volumes and expenses. The Group follows realisation of the estimates, the assumptions and the changes in the underlying factors regularly in co-operation with business units by using various, both internal and external sources of information. Possible revisions to estimates and assumptions are recognized in the period in which the estimates and assumptions are revised and in any future periods affected.
In Tulikivi the key assumptions about the future and major sources of estimation uncertainty as at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are related to, amongst others, deferred tax assets, measurement of inventories, property, plant and equipment related to quarries, fair value measurement and impairment testing of assets acquired in business combinations, that are described in detail below. The Group management believes that these are the key areas in the financial statements, since they include the most complex accounting policies and require most significant estimates and assumptions. In addition, changes in the estimates and assumptions used in these areas of financial statements are estimated to have the most extensive effects.
The Group tests goodwill, intangible assets not yet available for use and indefinite-lived intangible assets annually for potential impairment and assesses indications of impairment of property, plant and equipment and intangible assets at each reporting date. In addition, in respect of mineral resource exploration and evaluation assets, impairment tests are performed when the assets are reclassified. The recoverable amounts of the cash-generating units are assessed based on their value in use. The preparation of such calculations requires the use of estimates, especially in respect of future growth estimates of the cash-generating units and changes in profitability.
Further information on the sensitivity of the recoverable amount to the changes in the assumptions used is in Note 15.3 Impairment testing.
The Group has two reportable segments, Fireplaces and Interior Stone. Fireplace- and Interior Stone businesses produce different product and services and they are managed as separate units because the businesses require different marketing strategies and use of different distribution channels. Expenses not allocated to the operating segments form Other items, which include expenses of the Group administration and expenses pertaining to financial administration, financial expences and taxes.
The Group's segment information is based on internal management reporting, in which measurement principles of assets and liabilities are in accordance with IFRS. In the internal management reporting the following product groups are presented: the fireplaces sold under the Tulikivi and Kermansavi brands and their accessories, fireplace lining stones as well as sauna heaters and utility ceramics (the operations of the product group utility ceramics were discontinued at December 31, 2011). These operating segments have been aggregated into reportable Fireplaces-segment. The aggregation is based on the similar economic characteristics of these product groups, similar nature of the products and services, the nature of the production processes, the type and class of customer for products and services and the similar product distribution methods. The Interior Stone is presented at the segment level in internal management reporting.
Evaluation of segment performance and decisions on resource allocation to segments are based on segments' operating result. The management believes that this is the most suitable indicator of profitability in comparison to other companies operating in the industries in question. In The Group the reviews as discussed above are the respondiblity of the Manging Director as the chief opreting decision maker. Segment's assets and liabilities are items that the segment uses in its operations or that can be reasonably allocated to segments. Capital expenditure comprise additions to property, plant and equipment and intangible assets used over more than one reporting period.
| 2.1. Segments | ||||
|---|---|---|---|---|
| Fireplaces | ||||
| Interior Stone | ||||
| Other items | ||||
| 2012 | Fireplaces | Interior stone | Other items | Group |
| Sales | ||||
| External revenue | 47 068 | 4 123 | 51 191 | |
| Operating result | 2 154 | -91 | -2 004 | 59 |
| Finance income/expense, share of profit of associates | -839 | -839 | ||
| Income taxes | 155 | 155 | ||
| Result for the year | -625 | |||
| Assets by segment | 40 947 | 2 499 | 8 287 | 51 733 |
| Liabilities by segment *) | 7 352 | 433 | 25 786 | 33 571 |
| Capital expenditure | 1 737 | 37 | 713 | 2 487 |
| Depreciation and amortisation expenses | 3 206 | 76 | 803 | 4 085 |
| 2011 | Fireplaces | Interior stone | Other items | Group |
| Sales | ||||
| External revenue | 53 475 | 5 296 | 58 771 | |
| Operating result | 214 | -611 | -1 971 | -2 368 |
| Finance income/expense, share of profit of associates | -754 | -754 | ||
| Income taxes | 692 | 692 | ||
| Result for the year | -2 430 | |||
| Assets by segment | 42 480 | 2 900 | 11 198 | 56 578 |
| Liabilities by segment *) | 9 702 | 736 | 27 336 | 37 774 |
| Capital expenditure | 2 728 | 32 | 1 757 | 4 517 |
| Depreciation and amortisation expenses | 3 707 | 148 | 386 | 4 241 |
*) The liabilities of the segment are not reported to the management and they do not affect the resource allocation decisions. The distribution of liabilities to segments is asymmetrical due to, among others, treatment of financing loans within Other items.
| 2.2. Geographical information 2012 |
Finland | Rest of Europe |
USA | Group total |
|---|---|---|---|---|
| Sales | 24 851 | 25 043 | 1 297 | 51 191 |
| Assets | 50 626 | 793 | 314 | 51 733 |
| 2011 | ||||
| Sales | 31 550 | 26 275 | 946 | 58 771 |
| Assets | 55 340 | 827 | 411 | 56 578 |
Geographical segments' sales are presented based on the country in which the customer is located and assets are presented based on location of the assets.
Group's revenue was distributed so that no one external client generated over 10 % of the company's total revenue in 2012 (2011).
Konserni ei hankkinut liiketoimia vuonna 2012 eikä vuonna 2011.
| 4. Net sales per goods and services | 2012 | 2011 |
|---|---|---|
| Sales of goods | 46 574 | 54 162 |
| Rendering of services | 4 617 | 4 609 |
| Sales, total | 51 191 | 58 771 |
| 5. Other operating income | ||
| Proceeds from sale of PPE | 388 | 547 |
| Rental income from investment properties | 28 | 40 |
| Public grants | 53 | 84 |
| Other income | 299 | 360 |
| Other operating income, total | 768 | 1 031 |
| 6. Employee benefit expense | ||
| Wages and salaries | 13 909 | 17 425 |
| Pension costs - defined contribution plans | 2 506 | 3 502 |
| Other social security expenses | 1 141 | 1 584 |
| Employee benefit expense, total | 17 556 | 22 511 |
In 2011 there are restructuring-related expenses included in salaries and bonuses, amounting to EUR 935 thousand, and in pension expenses, amounting to EUR 454 thousand.
| 6.1. Group's average number of personnel for the financial period | |||
|---|---|---|---|
| Fireplaces | 311 | 384 | |
| Interior stone 19 |
21 | ||
| Other operations 21 |
22 | ||
| Personnel, total 351 |
427 |
Information on key management personnel compensation is disclosed in note 36.3. Key management compensation.
| EUR 1 000 | 2012 | |
|---|---|---|
| 7. Depreciation, amortisation and impairment | ||
| Depreciation and amortisation by class of assets | ||
| Intangible assets | ||
| Trademarks | 25 | |
| Capitalised development costs | 468 | |
| Other intangible assets | 972 | |
| Amortisation on quarries based on the unit of production method *) | 235 | |
| Amortisation of intangible assets, total | 1 700 | |
| Tangible assets | ||
| Buildings | 571 | |
| Machinery and equipment | 1 405 | |
| Motor vehicles | 151 | |
| Depdeciation on land areas based on the unit of production method *) | 29 | |
| Other tangible assets | 225 | |
| Depreciation of tangible assets, total | 2 381 | |
| Investment property | ||
| Buildings | 4 | |
| Impairment by class of assets | ||
| Investments in associates | 0 | |
| Total depreciation, amortisation and impairment | 4 085 |
*) The Group applies the unit of production method based on the usage of stone in calculating the amortisation for quarries, precipitation basins and mining rights. Land areas are depreciated on a unit-of-use basis based on the consumption of the rock material or stacking area filling time.
During the year 2011 the depriciation period for the roads and dams in the new quarry area has been extended from 5 years to 15 years, which corresponds better with the quarry's working life. The useful life of one of the production lines has also been extended to correpond with the working life of the production line in question. These changes have reduced the depreciation in 2011 by EUR 91 thousand.
| Losses on sales of tangible assets | 19 | 8 |
|---|---|---|
| Operating expenses of investment properties | 2 | 3 |
| Rental expenses | 1 751 | 1 505 |
| Maintenance of real estates | 18 | 23 |
| Marketing expenses | 4 000 | 4 700 |
| Other variable production costs | 3 737 | 3 946 |
| Other expenses | 3 790 | 4 290 |
| Other operating expenses, total | 13 317 | 14 475 |
Research costs expensed totalled EUR 1 035 thousand (1 353 thousand in 2011).
| Audit fees | 48 | 45 |
|---|---|---|
| Tax advice | 13 | 6 |
| Other fees | 97 | 33 |
| Audit fees, total | 158 | 84 |
| 19 | ε |
|---|---|
| $\mathfrak{D}$ | Ġ |
| 751 | 1 5 0 5 |
| 18 | 23 |
| 000 | 4 7 0 0 |
| 3737 | 3946 |
| 3790 | 4 2 9 0 |
| 3 3 1 7 | 14 475 |
| EUR 1 000 | 2012 | 2011 |
|---|---|---|
| 9. Finance income | ||
| Dividend income on available for sale financial assets | 2 | 3 |
| Changes in fair values of derivative contracts | 11 | 48 |
| Foreign exchange transaction gains | 36 | 45 |
| Interest income on trade receivables | 18 | 24 |
| Other interest income | 16 | 62 |
| Finance income, total | 83 | 182 |
| Exchange rate differences recognised in sales and purchases totalled EUR 10 thousand (gain) in 2012 (loss of EUR 8 thousand). | ||
| 10. Finance expense | ||
| 10.1. Items recognised in profit or loss |
| Interest expenses on financial liabilities at amortised cost and other liabilities |
|---|
| Foreign exchange transactions losses |
| Other finance expense |
| Finance expense, total |
Financial items recognised in other comprehensive income:
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Before taxes | Tax effects | After taxes | Before taxes | Tax effects | After taxes | |
| Cash flow hedges | -6 | 2 | -4 | -6 | 1 | -5 |
| Translation differences | -13 | -13 | 18 | 18 | ||
| Other comprehensive income, total | -19 | 2 | -17 | 12 | 1 | 13 |
| 2012 | 2011 | |
|---|---|---|
| 11. Income taxes | ||
| Current tax | 15 | 1 |
| Tax carried from previous years | -14 | 0 |
| Transfer of income taxes to the revaluation reserve | 2 | 1 |
| Deferred tax | -158 | -694 |
| Income taxes, total | -155 | -692 |
The reconciliation between the tax expense in the income statement and the tax calculated based on the Group's domestic tax rate (26 per cent in 2011, 24.5 per cent in 2012).
| Profit before tax | -779 | -3 123 |
|---|---|---|
| Tax calculated at domestic tax rates | -191 | -812 |
| Change in domestic tax rate 24.5 per cent (26 per cent in 2011) | 51 | |
| Effect of foreign subsidiaries different tax bases | 9 | -33 |
| Income not subject to tax | 14 | 17 |
| Expenses not deductible for tax purposes | 44 | 89 |
| Tax losses for which no deferred income tax asset was recognised | -17 | -2 |
| Tax carried from previous years | -14 | 0 |
| Other | 0 | -2 |
| Income statement tax expense | -155 | -692 |
| EUR 1 000 | 2012 | 2011 |
|---|---|---|
| ----------- | ------ | ------ |
Earnings per share is calculated by dividing the profit attributable to equity holders of the parent company by the weighted average number of ordinary shares in issue during the year.
| Profit attributable to equity holders of the parent company (EUR 1 000) | -625 | -2 430 | |||||
|---|---|---|---|---|---|---|---|
| Weighted average number of shares for the financial period | 37 019 770 | 37 019 770 | |||||
| Basic/diluted earnings per share (EUR) | -0,02 | -0,07 | |||||
| 13. Property, plant and equipment 2012 |
Land | Buildings | Vehicles and machinery |
Motor vehicles | Other tangible assets |
Advances | Total |
| Cost January 1 | 1 287 | 15 043 | 42 639 | 3 772 | 2 921 | 59 | 65 721 |
| Additions | 0 | 21 | 619 | 164 | 314 | 85 | 1 203 |
| Disposals | 0 | 0 | 997 | 1 516 | 0 | 59 | 2 572 |
| Cost December 31 | 1 287 | 15 064 | 42 261 | 2 420 | 3 235 | 85 | 64 352 |
| Accumulated depreciation and impairment January 1 | 310 | 8 556 | 37 649 | 3 411 | 1 547 | 0 | 51 473 |
| Depreciation | 29 | 571 | 1 407 | 148 | 225 | 0 | 2 380 |
| Depreciation related to the disposals | 0 | 923 | 1 366 | 0 | 0 | 2 289 | |
| Accumulated depreciation and impairment December 31 | 339 | 9 127 | 38 133 | 2 193 | 1 772 | 0 | 51 564 |
| Property, plant and equipment, Net book amount January 1, 2012 | 977 | 6 487 | 4 990 | 361 | 1 374 | 59 | 14 248 |
| Property, plant and equipment, Net book amount December 31, 2012 | 949 | 5 937 | 4 128 | 227 | 1 463 | 85 | 12 789 |
The Group's production machinery within property, plant and equipment has carrying amount of EUR 3 561 (4 369) thousand.
Disposals in property, plant and equipment and accumulated depreciation on disposals in property, plant and equipment comprise assets scrapped amounting to EUR 307 (1 770) thousand.
| 2011 | Land | Buildings | Vehicles and machinery |
Motor vehicles | Other tangible assets |
Advances | Total |
|---|---|---|---|---|---|---|---|
| Cost January 1 | 1 318 | 15 318 | 44 789 | 3 725 | 2 556 | 120 | 67 826 |
| Additions | 4 | 35 | 1 103 | 120 | 365 | 59 | 1 686 |
| Disposals | 35 | 310 | 3 253 | 73 | 0 | 120 | 3 791 |
| Cost December 31 | 1 287 | 15 043 | 42 639 | 3 772 | 2 921 | 59 | 65 721 |
| Accumulated depreciation and impairment January 1 | 281 | 8 277 | 38 773 | 3 233 | 1 408 | 0 | 51 972 |
| Depreciation | 29 | 584 | 1 934 | 237 | 139 | 0 | 2 923 |
| Depreciation related to the disposals | 0 | 305 | 3 058 | 59 | 0 | 0 | 3 422 |
| Accumulated depreciation and impairment December 31 | 310 | 8 556 | 37 649 | 3 411 | 1 547 | 0 | 51 473 |
| Property, plant and equipment, Net book amount January 1, 2011 | 1 037 | 7 041 | 6 016 | 492 | 1 148 | 120 | 15 854 |
| Property, plant and equipment, Net book amount December 31, 2011 | 978 | 6 487 | 4 990 | 361 | 1 374 | 59 | 14 249 |
| 14.1. Goodwill and other intangible assets 2012 |
Goodwill | Patents and trademarks |
Development costs |
Internally generated capitalised intangible assets |
Mineral resource exploration and evaluation assets |
Quarry lands and mining patents |
Other intangible assets |
Total |
|---|---|---|---|---|---|---|---|---|
| Cost January 1 | 4 174 | 3 781 | 2 241 | 6 550 | 388 | 5 246 | 7 144 | 29 524 |
| Additions | 0 | 13 | 0 | 40 | 0 | 164 | 701 | 918 |
| Disposals | 0 | 0 | 0 | 0 | 0 | 1 414 | 0 | 1 414 |
| Transfer between the groups | 0 | 0 | 701 | -305 | 0 | 0 | -396 | 0 |
| Capitalised development costs | 0 | 0 | 590 | 0 | 0 | 0 | 0 | 590 |
| Cost December 31 | 4 174 | 3 794 | 3 532 | 6 285 | 388 | 3 996 | 7 449 | 29 618 |
| Accumulated amortisation and impairment January 1 | 0 | 943 | 1 390 | 3 928 | 209 | 3 073 | 3 187 | 12 730 |
| Transfer between the groups | 0 | 0 | 10 | 9 | 0 | -54 | 35 | 0 |
| Amortisation | 0 | 26 | 468 | 133 | 42 | 153 | 878 | 1 700 |
| Amortisation related to the disposals | 0 | 0 | 0 | 0 | 0 | 1 414 | 0 | 1 414 |
| Accumulated amortisation and impairment December 31 | 0 | 969 | 1 868 | 4 070 | 251 | 1 758 | 4 100 | 13 016 |
| Goodwill and other intangible assets, Net book amount January 1, 2012 | 4 174 | 2 838 | 851 | 2 622 | 179 | 2 173 | 3 957 | 16 794 |
| Goodwill and other intangible assets, Net book amount Dec. 31, 2012 | 4 174 | 2 825 | 1 664 | 2 215 | 138 | 2 238 | 3 349 | 16 603 |
Internally generated intangible assets are costs incurred from opening new quarries and construction of basins. In 2012 development costs related to new businesses were reclassified from other intangible assets to development costs. The carrying amount of intangible assets includes costs incurred from opening quarries EUR 4 508 (4 340) thousand in total. Costs from opening quarries are a few €/m3 for the total stone reserves of the quarry in question. All stone reserves do not have carrying amount. Other intangible assets consist of licences, software, connection fees as well as of expenditures arisen from gates and asphalting works.
The group didn't receive public grants in 2012 (totalling to EUR 127 thousand in 2011) for development costs and other intangible assets. The public grants have been recognised as deduction of the carrying amount.
In 2011exploration and evaluation expenditures of mineral resources comprise EUR 101 thousand research costs for which the related work was exceptionally carried out based on the consent of the land owner. The reason for the exception is the congest of applications for right of appropriation at the Ministry of Employment and the Economy. There were no classification changes relating to the mineral resources exploration and evaluation assets, that is, there were no transfers to other intangible assets during the reporting period or comparative period. There were no reclassification changes relating to the mineral resources exploration and evaluation assets, i.e. there were no transfers to other intangible assets during the current or the previous financial year. No mineral resources exploration and evaluation expenditures were expensed in the financial year 2012 (EUR 14 thousand).
Disposals in other non-current expenditures and accumulated amortisation on disposals in other non-current expenditures include assets scrapped amounting to EUR 1 414 (1 194) thousand.
At the end of the current financial year, there were no assets under construction under other intangible assets (EUR 1 397 thousand).
| 2011 | Goodwill | Patents and trademarks |
Development costs |
Internally generated capitalised intangible assets |
Mineral resource exploration and evaluation assets |
Quarry lands and mining patents |
Other intangible assets |
Total |
|---|---|---|---|---|---|---|---|---|
| Cost January 1 | 4 174 | 3 755 | 1 956 | 7 216 | 287 | 4 799 | 5 436 | 27 623 |
| Additions | 0 | 26 | 0 | 529 | 101 | 447 | 1 729 | 2 832 |
| Disposals | 0 | 0 | 0 | 1 195 | 0 | 0 | 21 | 1 216 |
| Capitalised development costs | 0 | 0 | 285 | 0 | 0 | 0 | 0 | 285 |
| Cost December 31 | 4 174 | 3 781 | 2 241 | 6 550 | 388 | 5 246 | 7 144 | 29 524 |
| Accumulated amortisation and impairment January 1 | 0 | 916 | 972 | 5 017 | 176 | 2 894 | 2 678 | 12 653 |
| Amortisation | 0 | 26 | 418 | 106 | 33 | 179 | 525 | 1 287 |
| Amortisation related to the disposals | 0 | 0 | 0 | 1 195 | 0 | 0 | 16 | 1 211 |
| Accumulated amortisation and impairment December 31 | 0 | 942 | 1 390 | 3 928 | 209 | 3 073 | 3 187 | 12 729 |
| Goodwill and other intangible assets, Net book amount January 1, 2011 | 4 174 | 2 839 | 984 | 2 199 | 111 | 1 905 | 2 758 | 14 970 |
| Goodwill and other intangible assets, Net book amount Dec. 31, 2011 | 4 174 | 2 839 | 851 | 2 622 | 180 | 2 173 | 3 957 | 16 796 |
The Group's goodwill totals EUR 4.2 (4.2) million. Of that amount EUR 3.5 million has been allocated to Ceramic fireplaces unit under Fireplaces segment and EUR 0.6 million to Interior Stone segment, which form separate cash-generating units.
Of the value of the Kermansavi trademark acquired in the acquisition of Kermansavi Oy, amounting to EUR 3.2 million, EUR 2.7 million has been allocated to Ceramic fireplaces unit and EUR 0.5 million to Utility ceramics unit under Fireplaces operating segment. The amount has been derecognised in full as impairment losses transpired in impairment testing during previous years. The useful life of the trademark has been estimated to be indefinite. Beacause of its established brand, the management believes that the trademark will generate net cash inflows for the group for an undefined period of time.
| The carrying amounts of goodwill and trade mark were allocated as follows: | Interior stone | Kermansavi fireplaces |
|---|---|---|
| 2012 | ||
| Goodwill | 632 | 3 542 |
| Trademark | 2 712 | |
| Total | 632 | 6 254 |
| 2011 | ||
| Goodwill | 632 | 3 542 |
| Trademark | 2 712 | |
| Total | 632 | 6 254 |
No impairment losses were recognised during the financial period.
In impairment testing the recoverable amounts of the operating segments are determined based on value in use. The estimated cash flow projections are based on forecasts approved by management covering a five-year period. The pre-tax discount rate used ranges from 6.9 to 6.7 % (6.9 - 6.7 % in 2011), which equals to the weighted average cost of capital. The future cash flows after the forecast period approved by management are extrapolated by using a constant 1 % growth rate for the operation in question. The growth rate used does not exceed the actual long-term growth rate of the industry in question. The growth rate used in the forecast period, that is, the growth factor, is on average 2.0 % for Kermansavi fireplaces corresponding to the growth forecast for residential construction (Euroconstruct). The growth rate used for the Interior Stone segment in the forecast period is on average 7.5 % considering the change of the business structure and the actual growth percentage.
Sales margin
The sales margin percentage of Kermansavi fireplaces used in the forecast is based on the actual sales margin of the past financial year. The sales margin of the Interior Stone segment is assumed to improve resulting from the optimization of operations through business restructuring.
Budgeted market share is determined based on the previous year's actual market share. The value of the assumption is based on actual development. The market share is not expected to change materially, when continuous product development and anticipated tightening of competition is taken into account.
Budgeted royalty percentage, which is the amount that an external party would be willing to pay for a license agreement, determined based on actual data in the industry. 4. The discount rate is defined as the weighted average cost of capital (WACC) where the cost of capital is weighted average cost of equity and liabilities.
| The discount rate and growth rate | Interior stone | Kermansavi fireplaces | ||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| Discount rate | 7.6 | 6.7 | 7.7 | 6.9 |
| Growth rate (average for the forecast period) | 7.5 | 7.5 | 2.8 | 2.0 |
| 2012 | 2011 | |||
| With the assumptions, the recoverable amount exceeded the carrying amount as follows: | ||||
| Interior stone | 513 | 967 | ||
| Fireplaces | 2 521 | 4 180 |
| EUR 1 000 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sensitivity analysis of impairment tests | ||||||||
| Effects of potential changes in the variables on other factors have not been taken into account in the sensitivity analysis. The change in result has been tested on the operating profit level. | ||||||||
| 1. Variable values, with which the recoverable amount = carrying amount of the unit in question | ||||||||
| Discount rate | Profit change, % of set targets | |||||||
| 2012 | 2011 | 2012 | 2011 | |||||
| Interior stone | 10.4 | 9.1 | -31 % | -31 % | ||||
| Kermansavi fireplaces | 9.5 | 9.5 | -30 % | -30 % | ||||
| 2. Effect on impairment if the discount rate rises by 1 % or if profit is 20 % lower than the target. | ||||||||
| Effect of changes in discount | Effect of changes in profit, |
| rate, in thousands of euro | in thousands of euro | ||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | ||
| Interior stone | - | - | - | - | |
| Kermansavi fireplaces | - | - | - | - |
Mineral resource exploration and evaluation assets belong to the Fireplaces business segment. The carrying amount of capitalised exploration and evaluation expenditure is EUR 137 (180) thousand. Impairment tests are performed always when the classification of assets in question changes and if there is an indication of impairment. Change in classification is dealt with more thoroughly in the accounting principles, section Mineral resource exploration and evaluation assets.
| 2012 | 2011 | |||
|---|---|---|---|---|
| 16. Investment property | Land | Buildings | Land | Buildings |
| Acquisition cost January 1 | 188 | 114 | 188 | 187 |
| Disposals | 0 | 0 | 0 | 73 |
| Cost December 31 | 188 | 114 | 188 | 114 |
| Accumulated depreciation and impairment January 1 | 0 | 89 | 0 | 123 |
| Depreciation | 0 | 4 | 0 | 6 |
| Depreciation related to the disposals | 0 | 0 | 0 | 40 |
| Accumulated depreciation and impairment December 31 | 0 | 93 | 0 | 89 |
| Net book amount January 1 | 188 | 25 | 188 | 64 |
| Net book amount December 31 | 188 | 21 | 188 | 25 |
| Fair value *) | 280 | 280 | ||
| Pledged property | 34 | 34 |
*) The value of the real estates, that have market value on active markets, is based on the opinions of real estate agents.
| EUR 1 000 | ||||||
|---|---|---|---|---|---|---|
| 17. Investments in associates | 2012 | 2011 | ||||
| Acquisition cost January 1 | 4 | 24 | ||||
| Additions | 0 | 5 | ||||
| Disposals | 0 | 25 | ||||
| Balance sheet value December 31 | 4 | 4 | ||||
| Share of the (loss)/profit of associates | 3 | 3 | ||||
| Information of the Group's associates, including the aggregated amounts of assets, liabilities, revenues and profit or loss (EUR 1 000). 2012 |
Domicile | Assets | Liabilities | Sales | Profit/Loss | % of shares |
| Stone Pole Oy | Juuka | 16 | 101 | 13 | -50 | 27.3 |
| Rakentamisen MALL Oy | Helsinki | 141 | 140 | 503 | 13 | 25,0 |
| Associate financials are unaudited. | ||||||
| 2011 | ||||||
| Stone Pole Oy | Juuka | 215 | 280 | 398 | -51 | 27.3 |
| Rakentamisen MALL Oy | Helsinki | 9 | 17 | 156 | 9 | 25.0 |
Stone Pole Oy is a stone business development company. The purpose of Rakentamisen MALL Oy is to develop its holding companies' operation in markets. The shares in Leppävirran Matkailukeskus Oy have been sold on November 18, 2011.
| 18. Other financial assets | 2012 | 2011 | ||
|---|---|---|---|---|
| Financial assets available for sale | ||||
| Balance sheet value January 1 | 26 | 27 | ||
| Disposals | 0 | 1 | ||
| Balance sheet value December 31 | 26 | 26 |
Financial assets available for sale are investments in unquoted shares. They are measured at cost, since their fair values can not be determined reliably.
| EUR 1 000 | |||||
|---|---|---|---|---|---|
| 19. Deferred tax assets and liabilities | |||||
| 19.1. Changes in deferred taxes during year 2012 | Jan. 1, 2012 | Recognised through profit and loss |
Recognised in other comprehensive income |
Translation differences | Dec. 31, 2012 |
| Deferred tax assets | |||||
| Provisions | 534 | -261 | 0 | 0 | 273 |
| Unused tax losses | 800 | 25 | 0 | 3 | 828 |
| Accumulated depreciation / amortisation not yet deducted in taxation | 403 | 354 | 0 | 0 | 757 |
| Change in the revaluation reserve | 15 | 0 | 2 | 0 | 17 |
| Measurement of derivatives at fair value | 17 | -3 | 0 | 0 | 14 |
| Other items | 297 | -16 | 0 | 0 | 281 |
| Deferred tax assets, total | 2 066 | 99 | 2 | 3 | 2 170 |
| Deferred tax liabilities | |||||
| Capitalisation of intangible assets | -196 | -15 | 0 | 0 | -211 |
| The effect of the business combinations | -1 096 | 72 | 0 | 0 | -1 024 |
| Other items | -134 | 0 | 0 | 0 | -134 |
| Deferred tax liabilities, total | -1 426 | 57 | 0 | 0 | -1 369 |
| Changes in deferred taxes during year 2011: | Jan. 1, 2011 | Recognised through profit and loss |
Recognised in other comprehensive income |
Translation differences | Dec. 31, 2011 |
| Deferred tax assets: | |||||
| Provisions | 291 | 243 | 0 | 0 | 534 |
| Unused tax losses | 174 | 628 | 0 | -2 | 800 |
| Accumulated depreciation / amortisation not yet deducted in taxation | 751 | -348 | 0 | 0 | 403 |
| Change in the revaluation reserve | 14 | 0 | 1 | 0 | 15 |
| Measurement of derivatives at fair value | 42 | -25 | 0 | 0 | 17 |
| Other items | 335 | -38 | 0 | 0 | 297 |
| Deferred tax assets, total | 1 607 | 460 | 1 | -2 | 2 066 |
| Deferred tax liabilities: | |||||
| Capitalisation of intangible assets | -219 | 23 | 0 | 0 | -196 |
| The effect of the business combinations | -1 299 | 203 | 0 | 0 | -1 096 |
| Other items | -142 | 8 | 0 | 0 | -134 |
| Deferred tax liabilities, total | -1 660 | 234 | 0 | 0 | -1 426 |
Generally the Group has recognised a deferred tax asset for all deductible temporary differences. Deferred tax assets are recognised for tax losses and depreciation / amortisation not yet deducted in taxation as it is probable that future taxable profit will be available against which the deferred tax assets can be utilised. The losses in question expire gradually over 2016-2021. Recognition of deferred tax assets is based on the Group's profit forecast and the operating plan.
| EUR 1 000 | 2012 | 2011 |
|---|---|---|
| 20. Inventories | ||
| Raw materials and consumables | 5 054 | 5 516 |
| Work in progress | 3 059 | 2 334 |
| Finished goods | 3 253 | 2 898 |
| Inventories, total | 11 366 | 10 748 |
In 2012 raw materials, consumables and changes in finished goods and in work in progress recognized as an expense amounted to EUR 28 163 (34 533) thousand. Furthermore, a write-down of inventories to net realisable value was made, amounting to EUR 116 (129) thousand.
| 21. Trade and other receivables | |||
|---|---|---|---|
| 21.1. Current trade and other receivables | |||
| Trade receivables | 3 922 | 4 314 | |
| Current tax assets based on the taxable income for the financial period | 44 | 103 | |
| Accrued incomes | |||
| Grant receivables | 0 | ||
| Prepayments | 279 | 160 | |
| Other accrued income | 456 | 438 | |
| Other receivables | 453 | 443 | |
| Current receivables, total | 5 154 | 5 507 | |
| 21.2. Aging analysis of trade receivables and impairment losses at balance sheet date | Gross | Impairment | Net |
| 2012 | |||
| Not past due | 2 923 | 2 923 | |
| Past due 1-30 days | 825 | 825 | |
| Past due 31-60 days | 98 | ||
| Past due 61-90 days | 115 | 39 | |
| Past due over 90 days | 41 | 41 | |
| Total | 4 002 | 80 | 3922 |
| 2011 | brutto | Impairment | Net |
| Not past due | 3 570 | 3 570 | |
| Past due 1-30 days | 609 | 609 | |
| Past due 31-60 days | 31 | ||
| Past due 61-90 days | 31 | ||
| Past due over 90 days | 151 | 78 | |
| Total | 4 392 | 78 | 4314 |
| EUR 1000 | |||
|---|---|---|---|
| 21.3. Trade receivables by risk categories | Gross | Impairment | Net |
| 2012 | |||
| Largest customers by customer groups | |||
| Stove producers | 520 | 520 | |
| Distributors of fireplaces in foreign countries | 1 558 | 26 | 1 532 |
| Construction companies | 211 | 31 | 180 |
| Distributors in home country | 1 117 | 1 117 | |
| End users | 596 | 23 | 573 |
| Total | 4 002 | 80 | 3 922 |
| 2011 | |||
| Largest customers by customer groups | Gross | Impairment | Net |
| Stove producers | 192 | 192 | |
| Distributors of fireplaces in foreign countries | 1 754 | 35 | 1 719 |
| Construction companies | 728 | 728 | |
| Distributors in home country | 684 | 43 | 641 |
| End users | 1 034 | 1 034 | |
| Total | 4 392 | 78 | 4 314 |
| The carrying amount of trade receivables for which the terms have been renegotiated | 0 | 0 | |
| Trade and other receivables |
The carrying amounts of trade and other receivables equal with their fair values, since discounting has not material effect owing to short maturities.
Credit risk related to receivables is presented in note 29.3 Credit risk.
| 22. Cash and cash equivalents | 2012 | 2 011 |
|---|---|---|
| Cash in hand and at bank | 3 357 | 6 769 |
At the balance sheet date, fixed-term deposit under cash and cash equivalents amounted to eur 6 (5 153) thousand, with maturities of less than three months.
| 23. Number of shares | ||||
|---|---|---|---|---|
| Share series | Number of shares |
% of shares |
% of voting rights |
Share, EUR of 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 at December 31, 2012 | 37 143 970 | 100,0 | 100,0 | 6 314 475 |
| Effect of changes in the number of shares and of fund transfer | Number of shares |
Share capital |
Treasury shares |
Total |
| January 1, 2011 | 37 143 970 | 6 314 475 | -108 319 | 6 206 156 |
| Acquisition of own shares | -124 200 | 0 | ||
| December 31, 2011 | 37 019 770 | 6 314 475 | -108 319 | 6 206 156 |
| December 31, 2012 | 37 019 770 | 6 314 475 | -108 319 | 6 206 156 |
According to the articles of association the company shall distribute from distributable profit EUR 0.0017 per share more to the company's series A shares than for the company's series K shares. Tulikivi Corporation's series A share is listed in the NASDAQ OMX Helsinki Ltd. Shares do not have nominal value. Maxium share capital was EUR 10 200 in 2012 and 2011.
The Company shares held in the so-called joint book-entry account of Tulikivi under the book-entry system, in accordance with the Finnish Limited Liability Companies Act, have been sold on behalf of their owners during April-May 2003.
Shareholders and other right holders are entitled until May 2013 to withdraw the amount of funds corresponding to their shareholding by delivering their share certificates and required notices of receipt to one of the offices of Danske Bank Plc or to the Regional State Administrative Agency for Eastern Finland.
Payments for share subscriptions under the old Companies Act (29.9.1978/734) have been recognised in share capital and share premium fund in accordance with the terms of the share issues. As decided by the Annual general meeting the funds of the share premium account, EUR 7 334 thousand, has been transfered to the invested unrsetricted equity fund in 2010.
Translation differences consist of translation differences related to translation of the financial statements of foreign entities into Group reporting currency.
The revaluation reserve includes the effective portion of changes in the fair value of derivatives that qualify as cash flow hedges.
The Tulikivi Group didn't have any share-based payments in the year 2012 (2011).
Treasury shares include the cost of own shares held by the Group. It is presented as a deduction from equity.
During the reporting period, Tulikivi Oyj has neither acquired nor disposed any own shares in 2012 (2011). The acquisition price has been the market price of the share at the time of acquisition. At the reporting date, the company held 124 200 (124 200) own A shares, which represents 0.3 % of the share capital and 0.1 % of the voting rights. The acquisition price is EUR 0.87 /share on average. The acquisition of own shares has not had any significant effect on the distribution of ownership or voting rights of the company.
No dividend was paid in 2012 (in 2011 a dividend of EUR 0.0250 per share was paid for A series shares and EUR 0.0233 per share for K series shares, in total EUR 909 thousand for the year 2010).
The Group's pension plans are defined contribution plans and there was no pension liability from defined benefit plans in the statement financial position in 2012 (2011).
| 26. Provisions | Environmental provision | Warranty provision | Restructuring provision | |||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |
| Provisions January 1 | 758 | 693 | 390 | 390 | 1161 | 104 |
| Increase in provisions | 25 | 74 | 71 | 164 | 0 | 1467 |
| Effect of discounting, change | -7 | -6 | 0 | 0 | 0 | 0 |
| Used provisions | -2 | 0 | -115 | -164 | -883 | -410 |
| Discharge on recerves | -78 | -3 | -76 | 0 | 0 | 0 |
| Provisions December 31 | 696 | 758 | 270 | 390 | 278 | 1161 |
A provision for Tulikivi Group's estimable environmental obligations has been recognised. The provision covers the costs from future closure of quarries related to monitoring waters, security arrangements and stacking area lining work. For the quarries open at the moment, the costs are estimated to incur on average in ten years from now. The discount rate used in determining the present value is 4 (4) per cent. The undiscounted amount of environmental provision was EUR 1 050 (979) thousand.
There is a warranty period of five years related to certain products of Tulikivi Group. During the warranty period faults consistent with the warranty contract are fixed at company's expense. Warranty provision is based on previous years experience on the faulty products, taking into consideration improvements.
The restructuring provision includes the unemployment pension deductible resulting from the redundancies carried out.
| 2012 | 2011 | |
|---|---|---|
| Non-current provisions | 1227 | 1362 |
| Current provisions | 17 | 947 |
| Total | 1244 | 2309 |
| 27. Interest-bearing liabilities | ||
| Balance sheet value | 23 785 | 24 924 |
| 27.1. Non-current | ||
| Bank borrowings | 13 581 | 12 149 |
| TyEL pension loans | 5 696 | 6 859 |
| Total | 19 277 | 19 008 |
| EUR 1 000 | 2012 | 2011 |
|---|---|---|
| Interest bearing loans expire as follows: | ||
| 2012 | 5 915 | |
| 2013 | 4 508 | 6 330 |
| 2014 | 4 993 | 5 947 |
| 2015 | 13 083 | 4 292 |
| 2016 | 898 | 1 601 |
| 2017 | 303 | 839 |
| Total | 23 785 | 24 924 |
| 27.2. Current | ||
| Current portion of non-current bank borrowings and of TyEL pension loans | 4 508 | 5 767 |
| Current portion of other non-current financial liabilities | 0 | 147 |
Debt obligations are denominated in euro.
At December 31, 2012 interest-bearing non-current liabilities effective interest rate weighted average was 2.9 per cent (3.3 per cent) including the effect of interest rate swaps and 2.6 per cent (3.1 per cent) excluding the effect of the interest rate swaps.
The fair value of financial liabilities was total EUR 24.3 million (EUR 24.7 million) and the carrying amount EUR 23.8 million (EUR 24.9 milion).
Total amount of EUR 18.4 (14.5) million of the Group's liabilities are under covenants and other conditions connected with the Group's solvency. Furthermore, the borrowings amounting to EUR 8.4 million (0.0) contain a covenant based on the interest-bearing liabilities in relation to Group's operating result. These terms do not directly restrict the Group's use of equity but in case of a breach, they may require negotiations with the financier and arranging additional collaterals to the borrowings.
| 28. Trade and other payables | 2012 | 2011 |
|---|---|---|
| 28.1. Non-current | ||
| Other liabilities | 20 | 154 |
| 28.2. Current | ||
| Trade payable | 1 998 | 2 334 |
| Advances received | 111 | 37 |
| Accrued expenses | ||
| Wages and social security expenses | 3 154 | 3 876 |
| Discounts and marketing expenses | 472 | 486 |
| External services | 638 | 937 |
| Interest liabilities | 187 | 217 |
| Other accrued expenses | 95 | 287 |
| Amounts due to associates | 5 | 263 |
| Other liabilities | 493 | 638 |
| Current trade and other payables, total | 7 153 | 9 075 |
Other accrued expenses comprise accrued interest expenses and accruals related to other operating expenses.
The Group's activities expose it to various financial risks. The objective of the Group's financial risk management is to minimisize the unfavourable effects of the changes in the finance market to its profit for the period. The main financial risks to which the Group is exposed are foreign exchange risk, interest rate risk, credit risk and liquidity risk. The Group finance has been centralised in parent company, and the financing of the subsidiaries is mainly taken care of by internal loans. The liquidity of the Group companies is centralised by consolidated accounts. The group treasury is responsible for investing the liquidity surplus and for financial risk management in accordance with the policies approved by the Board of Directors.
The group's currency risks arise from commercial transactions, monetary items in the statement of financial position and net investments in foreign subsidiaries. The most important currencies in respect of the Group's foreign currency risk are US Dollar (USD) and Russian Rouble (RUB). Over 90 % of the Group's cash flows are denominated in euro, thus, the Group's exposure to foreign currency risk is not significant. Foreign currency risk can be hedged with forward contracts. The group had open forward contracts with total nominal amount of EUR 361 (94) thousand, RUB 15,0 (4,0) million, at the reporting date in 2012 (2011). The group does not apply hedge accounting as defined in IAS 39 on forward contracts.
The functional currency of the parent company is Euro. Foreign currency assets and liabilities translated to euro using the balance sheet rate are as follows:
| 2012 | 2011 | |||
|---|---|---|---|---|
| Nominal values, EUR 1 000 | USD | RUB | USD | RUB |
| Non-current assets | 0 | 143 | 0 | 85 |
| Current assets | 477 | 742 | 474 | 553 |
| Current liabilities | 0 | 123 | 1 | 126 |
| Net position | 477 | 762 | 473 | 512 |
The equity-related foreign currency translation position, which mainly pertains to the foreign subsidiaries, was minor at the balance sheet date 2012 and 2011. The Group does not hedge the foreign equity exposure.
The table below analyses the effect of strengthening or weakening of Euro against the currencies below assuming that all other variables remain constant. The sensitivity analysis is based on assets and liabilities denominated in foreign currencies at the balance sheet date. The sensitivity analysis takes into account the effect of the foreign currency forwards.
| 2012 Income statement |
2011 Income statement |
|
|---|---|---|
| +/- 10 per cent change in EUR/USD | ||
| exchange rate, before income taxes | +/- 48 | +/- 48 |
| +/- 10 per cent change in EUR/RUB | ||
| exchange rate, before income taxes | +/- 39 | +/- 42 |
The Group's short-term money market investments expose Tulikivi to interest rate risk but their effect as a whole is not material. The Group's result and cash flows from operating activities are mainly independent from changes in interest rates.
The group is exposed to fair value interest rate risk which largely relates to the loan portfolio. The group can borrow funds with fixed or floating rates and use interest rate swaps in order to hedge risks arising from fluctuation of interest rates. In accordance with the risk management principles the amount of fixed rate borrowings and borrowings hedged with interest derivatives shall be over 50 per cent of the total loan portfolio. The share of interest rate sensitive loans amounted to EUR 16.8 (14.7) million representing 70.7 per cent (58.9 per cent) for interest-bearing liabilities at the year-end. At the balance sheet date the group had open interest rate swaps denominated in Euro with a nominal value of EUR 2.3 (3.2) million. Based on these interest rate swaps the group receives floating rate interest based on Euribor rates (EUR 2.0 million / 3 months, EUR 1.2 million / 6 months) and pays fixed interest on average 2.95 (2.95) per cent. The Group applies hedge accounting to those interest rate swaps which result in effective hedging. The fair value changes of these interest rate swaps, resulting in a loss of EUR 67 (61) thousand at the balance sheet date, are rocognized in the revaluation reserve under equity. The fair value changes of other interest rate swaps resulted in a profit of EUR 11 (EUR 48) thousand, which has been recognized through profit and loss.
Cumulative interest rate risk of the loans is EUR 352 thousand (280 thousand) assuming 1 per cent change in market interest rates. The impact of derivatives on interest rate risk has been taken into account.
| Interest rate risk | 2012 | 2011 |
|---|---|---|
| EUR 1 000 | tasearvo | tasearvo |
| Fixed rate instruments | ||
| Financial liabilities | 6 957 | 10 231 |
| Floating rate instruments | ||
| Financial liabilities | 16 828 | 14 694 |
The Group has no significant concentration of credit risk since it has a large clientele and receivables of single costumer or a group of customers is not material for the Group. The aggregate amount of the credit losses and the impairment losses on trade receivables recognised in the income statement during the financial year totalled EUR 53 (reduction in impairment losses -2) thousand. Credit risk related to commercial activities has been reduced by customer credit insurances. These covered 45.6 (38.9) per cent of the outstanding accounts at balance sheet date. Business units are responsible for credit risk related to trade receivables. The aging analysis of trade receivables is presented in note 21.2. The group's maximum credit risk exposure for trade receivables is their carrying amount at the year-end less any compensation received from customer credit insurances.
Financial instruments involve a risk of the counterparty not being able to meet its obligations. Liquid assets are invested in objects with good credit rating. Derivative contracts are entered only with banks with good credit rating.
The maximum credit risk related to group's other financial assets than trade receivables equals their carrying amounts at the balance sheet date.
The group strives to continuously asses and monitor the amount of capital needed for business operations in order to ensure that the group has adequate liquid funds for financing its operations and repayment for loans due. The Group aims at ensuring the availability and flexibility of financing is ensured, in addition to liquid funds, by using credit limits and different financial institutions for raising funds. The unused credit limits and undrawn credit facilities amounted to EUR 4.0 (4.1) million at the balance sheet date.
The Group's debt financing, totalling EUR 18.4 (14.5) million, includes covenants which are tied to the Group's equity. Furthermore, a covenant condition tied to the ratio between the interest-bearing debt and EBITDA is applied on a share of EUR 8.4 (0.0) million of debt financing. All covenant conditions were met on the balance sheet date on Dec. 31,2012 and Dec.31, 2011, and the Group's financing resources are sufficient for the implementation of business plans.
The following table summarises the maturity profile of the group. The undiscounted amounts include interests and capital repayments.
| 29.5. Maturity analysis | |||||
|---|---|---|---|---|---|
| December 31, 2012 | EUR 1 000 | ||||
| Type of credit | Balance sheet value |
Under 1 year |
1-2 years |
3-5 years |
Later than 5 years |
| Loans from credit institution and TyEL pension loans | 23 785 | 4 995 | 5 415 | 14 657 | 0 |
| Cash flows from derivatives | 0 | 49 | 25 | 15 | 0 |
| Trade and other payables | 2 627 | 2 607 | 20 | 0 | 0 |
| Total | 26 412 | 7 651 | 5 460 | 14 672 | 0 |
| December 31, 2011 | |||||
| Type of credit | Balance sheet value |
Under 1 year |
1-2 years |
3-5 years |
Later than 5 years |
| Loans from credit institution and TyEL pension loans | 24 924 | 6 395 | 6 822 | 12 327 | 849 |
| Cash flows from derivatives | 0 | 41 | 26 | 20 | 0 |
| Hire-purchase liabilities | 147 | 149 | 0 | 0 | 0 |
| Trade and other payables | 2 524 | 2 422 | 51 | 51 | 0 |
| Total | 27 595 | 9 007 | 6 899 | 12 398 | 849 |
| Derivatives, nominal value Interest rate swaps |
2012 | 2011 | |||
| Arrive at maturity 2012 | 915 | ||||
| Arrive at maturity 2013 | 915 | 915 | |||
| Arrive at maturity 2014 | 680 | 680 | |||
| Arrive at maturity 2015 | 444 | 445 | |||
| Arrive at maturity 2016 | 222 | 223 | |||
| Total Interest rate swaps | 2 261 | 3 178 |
The fair values of interest rate swaps are determined using a method based on the present value of future cash flows, supported by market interest rates at the balance sheet date and other market information.
The objective of the Group's capital management is through an optimal capital structure to support the business operations by ensuring the normal operating conditions and increase shareholder value by striving at the best possible return. The capital structure is effected i.a. through dividend distribution and share issues. The Group may change and adjust the dividends distributed and capital repaid to the shareholders or the number of new shares issued or decide on sales of assets in order to repay liabilities. The equity presented in the consolidated statement of financial position is managed as capital.
The group monitors the develoment of capital on the basis of the equity ratio, for which 40 per cent is set as the lowest limit for dividend distribution by the Board Directors.
The group calculates equity ratio using the following formula:
100*Equity / (Balance sheet total - Advances received)
| 2012 | 2011 | |
|---|---|---|
| Equity | 18 162 | 18 804 |
| Balance sheet total | 51 733 | 56 578 |
| Advances received | 111 | 37 |
| Solvency ratio, % | 35.2 | 33.3 |
According to the credit rating by Dun & Bradstreet Finland Oy the Group's credit rating is A.
| Balance sheet, 2012 | Financial assets or liabilities at fair value through profit or loss |
Loans and receivables |
Available-for- -sale financial assets |
Financial liabilities at amortised cost |
Carrying amounts of balance sheet items |
Fair value |
|---|---|---|---|---|---|---|
| Long-term assets | ||||||
| Other receivables | 0 | 53 | 0 | 0 | 53 | 53 |
| Other financial assets | 0 | 0 | 33 | 0 | 33 | 33 |
| Short-term assets | ||||||
| Trade and other receivables | 0 | 4 375 | 0 | 0 | 4 375 | 4 375 |
| Cash and cash equivalents | 0 | 3 357 | 0 | 0 | 3 357 | 3 357 |
| Carrying amounts of financial assets by categories | 0 | 7 785 | 33 | 0 | 7 818 | 7 818 |
| Long-term liabilities | ||||||
| Interest bearing liabilities | 0 | 0 | 0 | 19 277 | 19 277 | 19 610 |
| Derivatives | 100 | *) 0 |
0 | 0 | 100 | 100 |
| Other long-term liabilities | 0 | 0 | 0 | 20 | 20 | 20 |
| Short-term liabilities | ||||||
| Interest bearing liabilities | 0 | 0 | 0 | 4 508 | 4 508 | 4 734 |
| Trade and other payables | 0 | 0 | 0 | 2 496 | 2 496 | 2 496 |
| Carrying amounts of financial liabilities by categories | 100 | 0 | 0 | 26 301 | 26 401 | 26 960 |
*) Includes cash flow hedging instruments recognized in the revaluation reserve, amounting to EUR 51 (46) thousand.
| EUR 1 000 | ||||||
|---|---|---|---|---|---|---|
| Carrying amounts of financial assets and financial liabilities by categories and their fair values Balance sheet, 2011 |
Financial assets or liabilities at fair value through profit or loss |
Loans and receivables |
Available-for-sa le financial assets |
Financial liabilities at amortised cost |
Carrying amounts of balance sheet items |
Fair value |
| Long-term assets | ||||||
| Other receivables | 0 | 200 | 0 | 0 | 200 | 200 |
| Other financial assets | 0 | 30 | 0 | 30 | 30 | |
| Short-term assets | ||||||
| Trade and other receivables | 0 | 4 757 | 0 | 0 | 4 757 | 4 757 |
| Cash and cash equivalents | 0 | 6 769 | 0 | 0 | 6 769 | 6 769 |
| Carrying amounts of financial assets by categories | 0 | 11 726 | 30 | 0 | 11 756 | 11 756 |
| Long-term liabilities | ||||||
| Interest bearing liabilities | 0 | 0 | 0 | 19 008 | 19 008 | 18 570 |
| Derivatives | 105 | *) 0 |
0 | 0 | 105 | 105 |
| Other long-term liabilities | 0 | 0 | 0 | 154 | 154 | 154 |
| Short-term liabilities | ||||||
| Interest bearing liabilities | 0 | 0 | 0 | 5 915 | 5 915 | 6 124 |
| Trade and other payables | 0 | 0 | 0 | 3 235 | 3 235 | 3 235 |
| Carrying amounts of financial liabilities by categories | 105 | 0 | 0 | 28 312 | 28 417 | 28 188 |
| *) Includes cash flow hedging instruments recognized in the revaluation reserve, amounting to EUR 46 (42) thousand. | ||||||
| 31. Adjustments of cash generated from operations | 2012 | 2011 | ||||
| Non-cash transactions: | ||||||
| Depreciation and amortisation | 4 085 | 4 216 | ||||
| Impairment | 0 | 25 | ||||
| Exchange differences | -46 | 43 | ||||
| Other | -224 | -737 | ||||
| Non-cash transactions, total | 3 815 | 3 547 | ||||
| 32. Leases | ||||||
| Operating leases | ||||||
| 32.1. Group as lessee | ||||||
| Future aggregate minimum lease payments under non-cancellable operating leases: | 2012 | 2011 | ||||
| Not later than 1 year | 806 | 1 257 | ||||
| Later than 1 year and not later than 5 years | 434 | 646 |
The Group has leased several production and office facilities. The agreements are mainly made for the time being. Fixed-term leases include an option to continue the agreement after the initial date of expiration. The Group has no leases classified as finance leases.
The income statement for 2012 includes expensed lease rentals EUR 1 558 (1 300) thousand.
| EUR 1.000 | 2012 | 2011 |
|---|---|---|
| 32.2. Group as lessor | ||
| The Group has leased commercial spaces and offices from its own properties under cancellable operating leases. |
||
| In addition, the Group has subleased some of its offices. | ||
| Minimum lease payment under non-cancellable operating leases | ||
| Not later than 1 year | 39 | 29 |
| Later than 1 year and not later than 5 years | 66 | 41 |
| 33. Commitments | ||
| Loans with related mortgages and pledges | ||
| Loans from financial institutions and loan guarantees | 23 785 | 24 776 |
| Credit limits | 0 | 1 000 |
| Other long-term liabilities | 0 | 147 |
| Real estate mortgages given | 11 581 | 11 343 |
| Company mortgages given | 17 696 | 15 696 |
| Object for purchase | 0 | 147 |
| Total given mortgages and pledges | 29 277 | 27 186 |
| Other own liabilities for which guarantees have been given | ||
| Real estate mortgages given | 534 | 809 |
| Pledges given | 3 | 3 |
| Total given guarantees on behalf of other own liabilities | 537 | 812 |
| Rental obligations | ||
| Rental obligations payable in 2013 | 806 | 1 257 |
| Rental obligations payable after 2013 | 434 | 646 |
| Leasing commitments | ||
| Due during the financial year 2013 | 238 | 27 |
| Due later | 498 | 37 |
| Leasing commitments, total | 736 | 64 |
| Leasing agreements are three to six years in duration and do not include redemption clauses. | ||
| Derivatives | ||
| Interest rate swaps, nominal value | 2 263 | 3 178 |
| Interest rate swaps, fair value | -92 | -103 |
| Forward contracts, nominal value | 361 | 94 |
| Forward contracts, fair value | -8 | -2 |
| Obligation to repay VAT deductions made in earlier periods | 69 | 69 |
Environmental obligations Tulikivi group has landscaping obligations based on the Mining Act and other environmental legislation, which must be met during operations and when the quarries are shut down in the future. Actions demanded by the environmental obligations are continuously performed besides normal production processes. Handling of water, arrangements for soil and rock material stacking areas, vibration and noise measurement, dust prevention and the monitoring the measurement result belong to these tasks. The costs relating to these activities are mainly recognised in the income statement as expense. Transport of soil material to stacking areas by opening new quarries is capitalised to other long-term expenses and depreciated during the useful life of the quarry. Lining work of stacking areas is based on long-term quarrying plans, according to which surface material of new opened quarries will be used in lining work. However, the lining work cannot be done until the point when there are finished sectors in the stacking area. No provision is recognised for the lining work,
because it is not estimated to increase the costs of normal quarrying work. After a factory or a quarry is shut down, the final lining work of the stacking areas, water arrangements, establishing of check points, bringing to safety condition and planting and seeding the vegetation will take place. For
that part of these costs which are estimable, a provision is recognised. Based on the environmental authorisations, the Group has given quarantees to the effect of EUR 600 thousand in total. For other environmental obligations, the Group has given real estate mortgages for EUR 34 thousand. In 2011 lining work was completed in respect of one quarry. In accordance with the permit obligations, environmental monitoring of these areas is continued for the time being.
| 35. Indicators relating to environmental obligation | 2012 | 2011 | 2010 |
|---|---|---|---|
| Use of energy, electricity MWh | 11 572 | 13 099 | 14 091 |
| Use of oil, m3 | 418 | 638 | 870 |
| District and wood chips heating, MWh | 1 017 | 1 243 | 1 650 |
| Liquid gas, tonne | 178 | 217 | 287 |
| Fuel for vehicles, tonne. | 245 | 471 | 500 |
| Exsplosives, tonne | 45 | 49 | 94 |
| Stone material extracted in quarrying, 1 000 fixed-m3 | 190 | 200 | 280 |
| Quarrying of soap stone, 1 000 fixed-m3 gross | 107 | 110 | 68 |
| Stacked soil material, 1 000 net-m3 | 41 | 209 | 210 |
The lubricant used for saw chains, for soap stone extraction sawing, is rapeseed oil which binds permanently with fine soap stone powder. During the year 2012 58 tonne rapeseed and pine oil was spent.
The amount of soapstone used is affected by factory-specific capacity as well as yield of stone in the quarry and the factory in a given time.
|--|
Leftover clippings from production are partly used as filling for earthwork sites, the rest is stacked in stacking areas or is transferred to a waste disposal site. The natural stone is purchased from external suppliers.
The ceramic production uses mainly natural materials, like clay, feldspar, quartz, different kind of cements and gravel as raw material. The amount of ceramic materials used annually is approximately 3 800 tonnes. Components including heavy metals are used only in very insignificant amounts in production. Disposing of components including heavy metals takes place at hazardous waste disposal plants. In 2012 3 000 cubic meter new process water and 7 100 cubic meter domestic water was taken in group's production processes. Process waters have closed circulation. In Espoo as well as in the Heinävesi production plants process waters are treated in sedimentation basins. Process waters are extracted through sedimentation basins to the water system. Quarry waters are led to the water system through sedimentation basins. Domestic waste water is led to the municipal waste water system or in absence of such a system, in filted fields.
The Group's related parties are the parent company, subsidiaries, associates, board members and managing director. In addition Finnish Stone Research Foundation is included in the related parties.
| 36.1. The Group's parent company and subsidiaries have the following relation | Ownership interest (%) | Share of voting right (%) |
|---|---|---|
| Tulikivi Corporation, Juuka, parent company | ||
| Kivia Oy, Kuhmo, merged into Tulikivi Corporation by absorption in December 31 | 100 | 100 |
| Tulikivi U.S. Inc., USA | 100 | 100 |
| AWL-Marmori Oy, Turku | 100 | 100 |
| The New Alberene Stone Company Inc., USA | 100 | 100 |
| OOO Tulikivi, Russia | 100 | 100 |
| 36.1. Associated companies | 2012 | 2011 | |
|---|---|---|---|
| Stone Pole Oy, Juuka | 27 | 27 | |
| Leppävirran Matkailukeskus Oy, Leppävirta (untill November 18, 2011) | - | - | |
| Rakentamisen MALL Oy, Helsinki | 25 | 25 | |
| 36.2. Related party transactions | Sales | Purchases | Liabilities |
| 2012 | |||
| Associated companies | 5 | 303 | 263 |
| 2011 | |||
| Associated companies | 6 | 425 | 263 |
| Transactions with key management | 2012 | 2011 | |
| Leases from related parties | 109 | 108 | |
| Sales to related parties | 2 | 2 |
The Group companies had no receivables from the key management personnel at the end of the current or the previous financial year.
Tulikivi Corporation is a founder member of Finnish Stone Research Foundation. In 2012 (2011) the company has not donated to the foundation. In addition, the company has leased offices and storages from the property owned by the foundation and North Karelian Educational Federation of Municipalities. The rent paid for these facilities was EUR 233 (139) thousand. The rent corresponds to the market level of rents. The service charges by Tulikivi Corporation where EUR 16 (9) thousand in 2012 and rent charges on land EUR 2 (2) thousand. The Foundation did not charge any services from Tulikivi Corporation. The Company had receivables of TEUR 1 (2) from Foundation at the reporting date.
| 36.3. Key management compensation | 2012 | 2011 |
|---|---|---|
| Salaries and other short-term employee benefits of the Board of Directors and the Managing Director | 430 | 446 |
| Other long term employee benefits | 62 | 51 |
| Salaries and fees | ||
| Managing Director | 236 | 222 |
| Members of the Board of Directors | ||
| Bishop Ambrosius | 1 | 1 |
| Erma Juhani | 6 | 35 |
| Pohjanvirta Olli | 18 | 18 |
| Rönkkö Markku | 32 | 19 |
| Saarinen Pasi | 19 | 18 |
| Toivanen-Koivisto Maarit | 18 | 18 |
| Vauhkonen Heikki | 0 | 18 |
| Virtaala Matti | 100 | 97 |
In 2012 the remuneration (non-variable) of the other members of the Management Group totalled EUR 721 thousand and the bonus for the year 2011 EUR 7 thousand.
On 21 January 2013, the company began codetermination negotiations covering all of the Group's personnel. The current estimate is that any reorganisation of work would mean up to 10 people being made redundant in the Group's Finnish operations, in sales, customer service and production, and up to 40 production staff being laid off until further notice. In addition to this, temporary layoffs of a maximum of 90 days are being negotiated. Tulikivi's negotiations concerning implementation of the layoffs will take account of the demand situation during 2013.
Tulikivi has completed the negotiations on the three-year borrowings arrangement amounting to EUR 15.9 million that replaces the company's borrowings falling due over the years 2013 to 2015. The arrangement entered into with four financiers consists of borrowings totalling EUR 13.9 million, which will be amortised over the period of the borrowings by 12.5 per cent, and of a revolving credit facility, amounting to EUR 2 million.
Anything that may prevent or hinder the Group from achieving its objectives is designated as a risk. Risks may constitute threats, uncertainties or lost opportunities related to current or future operations. The Group's risks are divided into strategic and operational risks, damage, casualty and loss risks and financial risks. In the assessment of risks, their probability and impact are taken into account. and flexibility of capacity and cost structure even maintaining demand and growth. In Tulikivi's market areas, the fireplace cultures
Strategic risks are related to the nature of business operations and concern, but are not limited to, the changes in Group's business environment, financial markets, market situation and market position as well as consumer habits and demand factors, allocation of resources, raw material reserves, changes in legislation and regulations, business operations as a whole, reputation of the company and the raw materials, and large investments.
An abrupt fall in consumer confidence may result in a quick, unexpected fall in demand. The recession and related uncertainty of consumers leads to decline in housing construction and in renovation which decreases the demand for products and thereby profitability. Recession may also affect consumers' choices by making price the dominant factor instead of product features.
Changing competitive environment and substitute products entering the market and changes in consumer habits may adversely affect the demand for Group's products. Operations in several market areas, active monitoring of industry development
out the sales risks arising from economic fluctuation. The downturn may also have a negative impact on customers' solvency and subcontractors' operations. Keeping the product cost structure competitive is a prerequisite for
vary from areas with conventional heat-preserving ovens to countries where stoves have strong traditions. As markets become more uniform, also fireplace cultures change in the target countries. When the market becomes uniform changes in consumer habits may affect the demand for certain products or production materials and thereby impact on profitability. Tulikivi focuses on understanding the needs of customers and meets them by, for instance, continuously developing products for new customer segments. Following trend and standard changes enhance the ability to forecast
customer demand. Right customer groups are reached by correctly targeted communication. Unsound price competition decrease demand for the products and thereby weaken profitability. Disturbance may arise in connection with renewal of distribution channels or owing to reasons relating to entrepreneurs which are part of the distribution channel or competing products entering the same distribution channel. Distribution network and product range are developed so that the distribution of the Group's products remains profitable and interesting for the entrepreneurs.
Volume of the fireplace market is partly dependent on the coldness of the winter season, thus, exceptionally warm winter may reduce demand
for fireplaces. In addition, public authority regulation may affect the demand for fireplaces.
Soapstone is a natural material whose integrity, texture and yield percentage vary by quarry. The quality of the raw materials affects manufacturing costs. Tulikivi seeks to determine the quality of the materials on a quarry-specific basis by taking core samples and through test excavations before opening the quarry. Risks are also posed by potential competitors in raw materials on a global scale and soapstone deposits held by parties other than Tulikivi. Tulikivi's strategic objective is to further increase the reserves of soapstone. We continuously seek and explore new deposits. The adequacy of the stone is increased by using the raw material as precisely as possible and by accounting for the special requirements of the stone in product development. Tulikivi Group manages the competition risks of its raw materials with continuous product development, a strong total concept and the Tulikivi brand, as well as with long-term stone reserve and excavation planning.
Changes in legislation and environmental issues About half of the fireplaces manufactured by Tulikivi are exported, primarily to continental Europe, Russia and the United States. Exceptional changes in the product approval process in these countries, sudden changes in product approval, such as in the case of particulate emission limits or restrictions on use, might affect the sales potential of Tulikivi products
and restrict their use. Other legislative risks are the tightening of the requirements of environmental permits for quarrying and the lengthening of permit processes. Environmental legislation and regulations may cause the company to incur costs that will affect sales margins and the earnings trend.
Tulikivi keeps abreast of the development and preparation of regulations and exercise an influence on them both directly and through regional fireplace associations. The burning technology of the products is constantly developed and product development takes a long-term approach to ensuring that Tulikivi products measure up to local regulations. We secure product approval for our products in all our business countries. Group's products have long life cycles and carbon emissions of fireplace production are extremely low.
The management of Tulikivi's business operations accounts for development opportunities, new products and customer groups and new technological solutions. New business opportunities, new markets and new product groups involve risks that may affect not only profitability, but also the Tulikivi brand. Strong fluctuations in exchange rates may hinder reaching market-specific gross margin targets. The Tulikivi Group's strategic objective is to seek growth through acquisitions as well. Successful acquisitions and mergers have a bearing on the implementation of growth plans. If an acquisition or merger fails, the company's competitiveness might suffer and financial position may deteriorate. On the other hand, acquisitions can change the company's risk profile. However, the Group only carries out acquisitions on the basis of precise business and financial analyses. Alternative business models are actively surveyed. The Group has cut down the non-core businesses accumulated through business combinations.
Business risks are related to products, distribution channels, personnel, operations and processes.
Tulikivi Group reduces potential product liability risks by developing the products for optimal user safety. We ensure that the product and service chain spanning from Tulikivi to the customer is hitch-free and knowledgeable by providing training for retailers and installers as well as ensuring that the terms and conditions of sale are precise. We also seek to protect ourselves against product liability risks by taking out product and business liability insurance policies.
Operational risks are related to the consequences of human activities, failures in internal company processes or external events. The operational risks of factory operations are minimized by means such as compliance with the company's operating manual, by developing occupational safety consistently and with systematic development efforts. Manufacturing and introduction of new products involve risks. Careful planning and training of personnel are used as protection against these risks.
Dependence on key goods supplies might
increase the Group's material costs or the costs of machinery or their spare parts or affect production. Failures in the distribution network can affect the Group's ability to deliver products timely to its customers. Energy procurements from external suppliers might influence the Group's energy costs or energy supply. On the other hand, the high price of energy supports demand for products. Changes in distribution channels and logistics systems might also disturb operations. Contractual risks are part of operational risks.
The Group's business relies on functional and reliable information systems. Tulikivi has implemented the new ERP system. The utilization of the ERP system involves risks if new practices are not adopted in business processes and the potential provided by the new system utilized promptly. The Group aims to manage the risks related to data applicability by duplicating the critical information systems, among other things. Steps taken to manage their risks include setting up backups for critical information systems and telecom connections, selecting
cooperation partners carefully and standardizing the workstation configurations and software used in the Group as well as consistent information security practices.
In line with the nature of the Group's business, trade receivables and inventories are major balance sheet items. The credit loss risk of trade receivables is managed by means of a consistent credit granting policy, insuring receivables and effective collection.
The Group's core expertise involves its core business processes, including sales, product development, quarrying, manufacture, procurements and logistics, as well as the necessary support functions, which include information administration, finance, HR and communications. An unforeseen drain in the core expertise or decrease in personnel's development ability or disadvantageous development in population structure in current operation locations would pose risks. Core competence conservation and availability are secured with planning the need of personnel and knowledge and engaging personnel to constant change and growth. The company continuously seeks to step up the core expertise and other significant competence of its
personnel by offering opportunities for on-the-job learning and training and to complete the expertise needed for strategy implementation in those areas where it has not existed before. Sufficient core competencies can be partly secured through networking. The turnover of the key personnel has been moderate.
Boosting operational efficiency, controlled change and effective internal communications serve as means of managing operational and process risks.
Most of the Group's production is capital-intensive and a large share of the Group's capital is committed to its production plants. A fire or serious machinery break¬down, for instance, could therefore cause major damage to assets or loss of profits as well as other indirect adverse impacts on the Group's operations. The Group seeks to protect itself against such risks by evaluating its production plants and processes from the perspective of risk management. Damage, casualty and loss risks also include
occupational health and protection risks, environmental risks and accident risks. The Group regularly reviews its insurance coverage as part of overall risk management. Insurance policies are taken out to cover the risks that it is prudent to insure for business or other reasons. There are no pending legal proceedings and the Board of Directors is not aware of any other legal risks involved in the company's operations that would have a significant effect on its result of operations.
The Group's business exposes it to a variety of financial risks. Risk management seeks to minimize the potential adverse effects of changes in the financial markets on the Group's result. The main financial risks are liquidity risk, capital management risk, interest rate risk and foreign exchange risk. Financial risks and their management are presented in greater detail in Note 29 to the consolidated financial statements. Any major downturn that might be caused by the euro area crisis could decrease the demand for the company´s products and the company's profitability and equity. The company's balance sheet assets include goodwill, the value of which is based on the management's estimates. If these estimates fail to materialise, it is possible that impairment losses would have to be recognised in connection with the impairment testing processes. Weakened profitability and a drop in equity could lead to deterioration in the company´s financial position. In order to meet the covenant requirements contained in the Group's bank borrowings the company's profitability should improve in future.
| MEUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q4/2012 | Q3/2012 | Q2/2012 | Q1/2012 | Q4/2011 | Q3/2011 | Q2/2011 | Q1/2011 | |
| Sales | 14.2 | 13.1 | 13.2 | 10.7 | 15.5 | 15.1 | 15.6 | 12.6 |
| Fireplaces business | 13.3 | 12.2 | 12.0 | 9.6 | 14.4 | 14.2 | 13.5 | 11.4 |
| Interior stone | 0.9 | 0.9 | 1.2 | 1.1 | 1.1 | 0.9 | 2.1 | 1.2 |
| Operating result | 0.5 | 0.4 | 0.6 | -1.4 | -1.0 | 0.5 | -0.3 | -1.6 |
| Fireplaces business | 1.1 | 0.9 | 1.0 | -0.8 | -0.4 | 1.2 | 0.3 | -0.9 |
| Interior stone | 0.0 | 0.0 | 0.1 | -0.2 | -0.1 | -0.2 | -0.1 | -0.2 |
| Other items | -0.6 | -0.5 | -0.5 | -0.4 | -0.6 | -0.5 | -0.5 | -0.4 |
Key Figures Describing Financial Development and Earnings per Share
| EUR 1 000 | ||||||
|---|---|---|---|---|---|---|
| Income statement | 2008 | 2009 | 2010 | 2011 | 2012 | |
| Sales | 66 502 | 53 143 | 55 895 | 58 771 | 51 191 | |
| Change, % | -4.8 | -20.1 | 5.2 | 5.1 | -12.9 | |
| Operating result | 3 246 | -2 387 | -272 | -2 368 | 59 | |
| % of turnover | 4.9 | -4.5 | -0.5 | -4.0 | 0.1 | |
| Finance incomes and expenses and share of loss of associated companies |
-1 187 | -930 | -719 | -754 | -839 | |
| Result before income tax | 2 063 | -3 317 | -991 | -3 122 | -779 | |
| % of turnover | 3.1 | -6.2 | -1.8 | -5.3 | -1.5 | |
| Income taxes | 634 | 958 | 173 | 692 | 155 | |
| Result for the year | 1 429 | -2 359 | -818 | -2 430 | -642 | |
| Balance sheet | ||||||
| Assets | ||||||
| Non current assets | 37 196 | 34 308 | 32 736 | 33 554 | 31 857 | |
| Inventories | 11 452 | 10 191 | 10 939 | 10 748 | 11 366 | |
| Cash and cash equivalents | 11 705 | 10 597 | 10 210 | 6 769 | 3 357 | |
| Other current assets | 5 742 | 5 264 | 5 960 | 5 507 | 5 154 | |
| Equity and liabilities | ||||||
| Equity | 27 242 | 23 785 | 22 131 | 18 804 | 18 162 | |
| Interest bearing liabilities | 26 725 | 24 729 | 25 277 | 24 924 | 23 785 | |
| Non-interest bearing liabilities | 12 128 | 11 846 | 12 437 | 11 539 | 8 559 | |
| Balance sheet total | 66 095 | 60 360 | 59 845 | 56 578 | 51 733 |
| 2008 | 2009 | 2010 | 2011 | 2012 | |
|---|---|---|---|---|---|
| Return on equity, % | 5.2 | -9.2 | -3.6 | -11.9 | -3.4 |
| Return on investments, % | 6.8 | -4.3 | -0.1 | -4.8 | 0.3 |
| Solvency ratio, % | 41.2 | 39.4 | 37.0 | 33.3 | 35.2 |
| Net indebtness ratio, % | 55.1 | 59.4 | 68.1 | 96,5 | 112.9 |
| Current ratio | 2,0 | 1.9 | 1.9 | 1.5 | 1.7 |
| Gross investments, EUR 1 000 | 2 925 | 2 126 | 3 376 | 4 860 | 2 665 |
| % of turnover | 4.4 | 4.0 | 6.0 | 8.3 | 5.2 |
| Research and development costs, EUR 1 000 | 1 799 | 1 666 | 2 180 | 2 091 | 1 648 |
| % of turnover | 2.7 | 3.1 | 3.9 | 3.6 | 3.1 |
| Development costs (net), capitalised, EUR 1 000 | 422 | 452 | 504 | 634 | 613 |
| Order book, EUR million | 4.9 | 4.8 | 6.3 | 5.7 | 4.6 |
| Average personnel | 526 | 417 | 404 | 427 | 351 |
| Key indicators per share | |||||
| Earnings per share, EUR | 0.04 | -0.06 | -0.02 | -0.07 | -0.02 |
| Equity per share, EUR | 0.73 | 0.64 | 0.60 | 0.51 | 0.49 |
| Dividends | |||||
| Nominal dividend per share, EUR | |||||
| A share | 0.0280 | 0.0250 | 0.0250 | - | - |
| K share | 0.0263 | 0.0233 | 0.0233 | - | - |
| Dividend per earnings, % | 71.5 | -38.5 | -111.1 | - | - |
| Effective dividend yield, %/A shares | 4.2 | 2.4 | 2.2 | - | - |
| Price/earnings ratio, EUR | 16.8 | -16.6 | -52.5 | -9.6 | -33.8 |
| Highest share price, EUR | 1.88 | 1.30 | 1.79 | 1.40 | 0.92 |
| Lowest share price, EUR | 0.60 | 0.67 | 1.07 | 0.61 | 0.47 |
| Average share price, EUR | 1.28 | 0.96 | 1.31 | 1.00 | 0.60 |
| Closing price, December 31, EUR | 0.67 | 1.06 | 1.16 | 0.63 | 0.57 |
| Market capitalization, EUR 1 000 | 24 837 | 39 241 | 42 943 | 23 322 | 21 101 |
| (supposing that the market price of the K share is the same as that of the A share) | |||||
| Number of shares traded, (1 000 pcs) | 2 455 | 3 959 | 4 647 | 3 849 | 4 050 |
| % of the total amount | 8.9 | 14.4 | 16.9 | 14.0 | 14.7 |
| The average issue-adjusted number of shares for the financial year (1 000 pcs) | 37 128 | 37 024 | 37 020 | 37 020 | 37 020 |
| The issue-adjusted number of outstanding shares at December 31 (1 000 pcs) | 37 070 | 37 020 | 37 020 | 37 020 | 37 020 |
| Key figures describing financial development | ||||
|---|---|---|---|---|
| Result for the year | ||||
| Return on equity (ROE), % = | 100 x | Average shareholders' equity during the year | ||
| Result before income tax + interest and other finance expenses | ||||
| Return on investments (ROI), % = | 100 x | Shareholders' equity + financial loans with interest, average during the year | ||
| Shareholders' equity | ||||
| Solvency ratio, % = | 100 x | Balance sheet total - advance payments | ||
| Net interest-bearing financial liabilities | ||||
| Net indebtness ratio, % = | 100 x | Shareholders' equity | ||
| Current ratio= | Current assets | |||
| Current liabilities | ||||
| Key figures per share | ||||
| Profit/loss attributable to owners of the parent company | ||||
| Earnings per share = | Average issue-adjusted number of shares for the financial year *) | |||
| Equity per share = | Shareholders' equity | |||
| Issue-adjusted number of shares at balance sheet date *) | ||||
| Dividend per share = | Dividend paid for the year | |||
| Issue-adjusted number of shares at balance sheet date *) | ||||
| Dividend per earnings, % = | 100 x | Dividend per share | ||
| Earnings per share | ||||
| Effective dividend yield, % = | 100 x | Issue-adjusted dividend per share | ||
| The closing price of A- share at balance sheet date | ||||
| Price/ Earnings ratio (P/E)= | The closing price of A-share at balance sheet date | |||
| Earnings per share | ||||
| *) own shares held by the company excluded |
| EUR 1 000 | Note | Jan. 1 - Dec. 31, 2012 | Jan. 1 - Dec. 31, 2011 |
|---|---|---|---|
| Net Sales | 1.1. | 50 159 | 58 024 |
| Increase (+) / decrease (-) in inventories | |||
| in finished goods and in work in progress | 1 077 | -546 | |
| Production for own use | 152 | 640 | |
| Other operating income | 1.2. | 1 474 | 1 153 |
| Materials and services | |||
| Purchases during the fiscal year | -10 150 | -11 693 | |
| Change in inventories, increase (-) / decrease (+) | -462 | 328 | |
| External charges | -7 680 | -8 776 | |
| Materials and services, total | -18 292 | -20 141 | |
| Personnel expenses | |||
| Salaries and wages | -13 620 | -17 202 | |
| Pension expenses | -2 478 | -3 546 | |
| Other social security expenses | -808 | -1 011 | |
| Personnel expenses, total | 1.3. | -16 906 | -21 759 |
| Depreciation, amortisation and value adjustments | 1.4. | -4 292 | -4 169 |
| Other operating expenses | 1.5. | -13 332 | -15 771 |
| Operating result | 40 | -2 569 | |
| Financial income and expenses | 1.6. | -839 | -801 |
| Result before untaxed reserves and income taxes | -799 | -3 370 | |
| Untaxed reserves | |||
| Change in accelerated depreciation | 493 | 320 | |
| Change in deferred tax liabilities / tax assets | -235 | 221 | |
| Transfer of income taxes to the revaluation reserve | -1 | 0 | |
| Income taxes in total | -236 | 221 | |
| Result for the year | -542 | -2 829 |
| EUR 1 000 | Note | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Assets | |||
| Fixed asset and other non-current investments | |||
| Intangible assets | |||
| Capitalised development expenditure | 802 | 753 | |
| Intangible rights | 113 | 122 | |
| Goodwill | 3 668 | 4 405 | |
| Other long term expenditures | 8 945 | 8 790 | |
| Intangible assets, total | 2.1. | 13 528 | 14 070 |
| Tangible assets | |||
| Land | 1 062 | 1 092 | |
| Buildings and constructions | 5 948 | 6 501 | |
| Machinery and equipment | 4 343 | 5 479 | |
| Other tangible assets | 40 | 41 | |
| Advance payments | 85 | 59 | |
| Tangible assets, total | 2.2. | 11 478 | 13 172 |
| Investments | |||
| Shares in group companies | 2.3. | 23 | 903 |
| Group receivables | 2.4. | 34 | 34 |
| Participating interests | 2.3. | 4 | 4 |
| Other investments | 2.5. | 26 | 26 |
| Investments, total | 87 | 967 | |
| Fixed assets and other non-current investments, total | 25 093 | 28 209 |
Continues on next page.
| EUR 1 000 | Note | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Current assets | |||
| Inventories | |||
| Raw material and consumables | 5 054 | 5 516 | |
| Work in progress | 3 059 | 2 284 | |
| Finished products/goods | 3 116 | 2 764 | |
| Inventories, total | 2.6. | 11 229 | 10 564 |
| Non-current receivables | |||
| Trade receivables | 2.7. | 53 | 0 |
| Non-current receivables from group companies | 40 | 50 | |
| Other receivables | 0 | 200 | |
| Deferred tax assets | 2.8. | 304 | 538 |
| Non-current receivables, total | 397 | 788 | |
| Current receivables | |||
| Trade receivables | 3 557 | 4 050 | |
| Receivables form group companies | 687 | 504 | |
| Other receivables | 438 | 414 | |
| Prepayments and accrued income | 673 | 556 | |
| Current receivables, total | 2.9. | 5 355 | 5 524 |
| Cash in hand and at banks | 3 143 | 5 933 | |
| Total current assets | 20 124 | 22 809 | |
| Total assets | 45 217 | 51 018 |
| 1 000 euro | Note | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Liabilities and shareholders' equity | |||
| Shareholders' equity | |||
| Capital stock | 6 314 | 6 314 | |
| Reserve for invested unrestricted equity | 7 334 | 7 334 | |
| Revaluation reserve | -51 | -46 | |
| Treasury shares | -108 | -108 | |
| Retained earnings | -849 | 1 980 | |
| Result for the year | -542 | -2 829 | |
| Total shareholders' equity | 2.10. | 12 098 | 12 645 |
| Untaxed reserves | |||
| Accelerated depreciation | 787 | 1 281 | |
| Provisions | 2.13. | 1 244 | 2 194 |
| Liabilities | |||
| Non-current liabilities | |||
| Bank borrowings | 13 581 | 12 149 | |
| TyEL pension loans | 5 696 | 6 860 | |
| Liabilities to group companies | 0 | 868 | |
| Other liabilities | 20 | 154 | |
| Non-current liabilities, total | 2.14. | 19 297 | 20 031 |
| Current liabilities | |||
| Bank borrowings | 2 231 | 2 957 | |
| Pension loans | 2 277 | 2 811 | |
| Advances received | 83 | 9 | |
| Trade payable | 1 973 | 2 280 | |
| Hire purchase credit | 0 | 147 | |
| Liabilities to group companies | 307 | 161 | |
| Liabilities to associates | 5 | 263 | |
| Other liabilities | 432 | 599 | |
| Accrued expenses | 4 483 | 5 640 | |
| Current liabilities, total | 2.15. | 11 791 | 14 867 |
| Total liabilities | 31 088 | 34 898 | |
| Total liabilities and shareholders' equity | 45 217 | 51 018 |
| EUR 1 000 | Jan. 1 - Dec. 31, 2012 | Jan. 1 - Dec. 31, 2011 |
|---|---|---|
| Cash flow from operating activities | ||
| Reuslt before extraordinary items | -799 | -3 370 |
| Adjustments for: | ||
| Depreciation | 4 292 | 4 169 |
| Unrealised exchange rate gains and losses | -30 | 23 |
| Other non-payment-related expenses | -1 502 | 931 |
| Financial income and expenses | 839 | 801 |
| Other adjustments | -369 | -536 |
| Cash flow before working capital changes | 2 431 | 2 018 |
| Change in net working capital: | ||
| Increase (-) / decrease (+) in current non-interest bearing receivables | 216 | 385 |
| Increase (-) / decrease (+) in inventories | -615 | 218 |
| Increase (+) / decrease (-) in current non-interest bearing liabilities | -1 483 | -547 |
| Cash generated from operations before financial items and income taxes | 549 | 2 074 |
| Interest paid and payments on other financial expenses from operations | -915 | -949 |
| Dividends received | 2 | 4 |
| Interest received | 47 | 110 |
| Income taxes paid | -21 | -9 |
| Cash flow before extraordinary items | -338 | 1 230 |
| Net cash flow from operating activities | -338 | 1 230 |
| Cash flow used in investing activities | ||
| Investments in tangible and intangible assets, gross | -2 479 | -4 489 |
| Investment grants received | 0 | 194 |
| Proceeds from sale of tangible and intangible assets | 554 | 811 |
| Other investments | 0 | -4 |
| Repayments of loan receivables | 10 | 0 |
| Proceeds from sale of other investments | 0 | 1 |
| Interest received | 1 | 3 |
| Net cash used in investing activities | -1 914 | -3 484 |
| Cash flow from financing activities | ||
| Long-term borrowing | 4 600 | 5 500 |
| Repayment of long-term loans | -5 239 | -5 853 |
| Dividends paid | 0 | -909 |
| Net cash flow from financing activities | -639 | -1 262 |
| Net increase (+) / decrease (-) in cash and cash equivalents | -2 891 | -3 516 |
| Cash and cash equivalents at the beginning of the financial year | 5 933 | 9 450 |
| Effect of changes in exchange rates | 3 | -1 |
| Received in merger | 98 | 0 |
| Cash and cash equivalents at the end of the financial year | 3 143 | 5 933 |
The financial statements have been prepared in accordance with the Finnish accounting law.
Fixed assets have been disclosed in the balance sheet at acquisition cost net of received investment grants and depreciation according to plan. Depreciation according to plan have been calculated on straight-line method based on the economic life time of the assets as follows:
| Depreciation period | ||
|---|---|---|
| Intangible rights and other long-term expenditure | 5 to 15 years | |
| Quarring areas and basins | unit of production method | |
| Goodwill | 10 years | |
| Buildings | 25 to 30 years | |
| Constructions | 5 years | |
| Process machinery | 3 to 15 years | |
| Motor vehicles | 5 to 8 years | |
| IT equipment | 3 to 5 years | |
| Development expenditure | 5 years |
The acquisition cost of equipment is depreciated applying the maximum depreciation rates allowed by the corporate tax law, starting from the time of acquisition.
Quarrying areas, including the opening costs of quarries, basins and quarry land areas are depreciated using the unit of production method based on the amount of rock used and filling time of damping areas. Depreciation of quarry lands and basins and other auxiliary structures is commenced when the quarry is ready for production use.
Inventories have been presented in accordance with the average cost principle or the net realisable value, whichever is lower. The cost value of inventories includes direct costs and their proportion of indirect manufacturing and acquisition costs.
Net sales represents sales after the deduction of discounts, indirect taxes and exchange gains/losses on trade receivables. Revenue has been recognized at the time of the delivery of the goods. Revenue from installing and services is recognised in the period when the service is rendered.
Research cost has been recorded as annual costs when incurred. Development costs of Sauna products, as well as development costs related to renewing the ERP system, have been capitalised. Costs incurred from drilling exploration in quarry areas have been capitalised for their main part and they are depreciated over their useful lives. However, drilling exploration costs are expensed when there is significant uncertainty involved in the commercial utilization of the soapstone reserves in question.
Employee pension schemes have been arranged with external pension insurance companies. Pension costs are expensed for the year when incurred. Pension schemes for personnel outside Finland follow the local practices.
According to the Finnish corporate tax law untaxed reserves, such as accelerated depreciation, are tax deductible only if recorded in financial statements.
Income taxes include taxes corresponding to the Group companies' results for the financial period as well as the change in deferred tax liability and asset. The deferred tax liabilities and assets have been provided on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements using tax rate enacted at the balance sheet date for the following years. In the financial statements the deferred tax liabilities have been fully provided and deferred tax assets have been recognised to the extent they are probably coverable.
The financial statements do not include the divided proposed by the Board of Directors to the annual shareholders' meeting. Dividends are recorded on the basis of the decision made by the annual general meeting.
Disclosures in the reporting period and the corresponding figures for the previous period are comparable over time.
Foreign currency balance sheet items have been valued at the average exchange rate prevailing on the balance sheet date as indicated by the European Central Bank.
| EUR 1 000 | 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|---|
| 1.1. Net sales | 1.3.2. Average number of employees during the fiscal year | ||||
| 1.1.1. Net sales per business area | Clerical employees | 119 | 136 | ||
| Fireplaces business | 46 106 | 52 728 | Workers | 228 | 286 |
| Interior stone business | 4 053 | 5 296 | Total number of employees | 347 | 422 |
| Total net sales per business area | 50 159 | 58 024 | 1.4. Depreciation according to plan | ||
| 1.1.2. Net sales per geographical area | Development expenditure | 173 | 98 | ||
| Finland | 24 903 | 31 578 | Intangible rights | 23 | 25 |
| Rest of Europe | 24 367 | 25 723 | Other long-term expenditure | 900 | 478 |
| USA | 889 | 723 | Amortisation on quarries based on the unit of production method *) | 235 | 196 |
| Total net sales per geographical area | 50 159 | 58 024 | Buildings and constructions | 574 | 590 |
| 1.1.3. Net sales per goods and services | Machinery and equipment | 1 620 | 2 015 | ||
| Sales of goods | 45 467 | 53 324 | Other tangible assets | 1 | 1 |
| Rendering of services | 4 692 | 4 700 | Depreciation on land areas based on unit of production method | 29 | 29 |
| Total net sales per goods and services | 50 159 | 58 024 | Goodwill | 737 | 737 |
| 1.2. Other operating income | Depreciation according to plan in total | 4 292 | 4 169 | ||
| Rental income | 63 | 59 | *) The Group applies unit of production method based on the usage of stone in calculating the amortisation | ||
| Charges for intergroup services | 3 | 90 | according to plan for quarries and mining rights. Land areas are depreciated on a unit-of-use basis based on | ||
| Government grants | 53 | 84 | the consumption of the rock material or stacking area filling time. | ||
| Proceeds from sale of fixed and other non-current investments | 388 | 546 | 1.5. Other operating expenses | ||
| Other income | 967 | 374 | Rental expenses | 1 671 | 1 405 |
| Total other operating income | 1 474 | 1 153 | Maintenance of real estates | 509 | 480 |
| 1.3. Salaries and fees paid to Directors and number of employees | Marketing expenses | 3 807 | 4 481 | ||
| 1.3.1. Salaries and fees paid to Directors | Other variable costs | 3 785 | 4 957 | ||
| Salaries and other short-term employee benefits of the Board of | 430 | 446 | Other expenses | 3 560 | 4 448 |
| Directors and the Managing Director | Total | 13 332 | 15 771 | ||
| Other long term employee benefits | 62 | 51 | 1.5.1. Auditors' fees | ||
| Salaries and wages | Audit fees | 48 | 45 | ||
| Managing Director | 236 | 222 | Tax advice | 13 | 6 |
| Members of the Board | Other fees | 97 | 33 | ||
| Bishop Ambrosius | 1 | 1 | Audit fees, total | 158 | 84 |
| Erma Juhani | 6 | 35 | 1.6. Financial income and expenses | ||
| Pohjanvirta Olli | 18 | 18 | Income from non-current investments | ||
| Rönkkö Markku | 32 | 19 | Didivends received from others | 2 | 4 |
| Saarinen Pasi | 19 | 18 | Other financial income | ||
| Toivanen-Koivisto Maarit | 18 | 18 | Interest income from group companies | 1 | 3 |
| Vauhkonen Heikki | 0 | 18 | Interest income from others | 48 | 109 |
| Virtaala Matti | 100 | 97 | Changes in fair value of derivatives | 11 | 48 |
| Financial income, total | 62 | 164 |
Reduction in value of investments held as non-current assets
Interest expenses and other financial expenses
Ruduction in value of shares 0 -25
Interest expenses to group companies -12 -15 Interest expenses to others -713 -763 Other finalcial expenses to others -176 -162 Interest expenses and other financial expenses, total -901 -965 Financial income and expenses, total -839 -801
In 2012 the remuneration (non-variable) of the other members of the Management Group totalled EUR 721 thousand and the bonus for the year 2011 EUR 7 thousand.
| EUR 1 000 | 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|---|
| 2.1. Intangible assets | 2.2. Tangible assets | ||||
| 2.1.1. Capitalised development expenditure | 2.2.1. Land | ||||
| Capitalised development expenditure January 1 | 184 | 184 | Acquisition cost January 1 | 1 402 | 1 432 |
| Tansfers between the groups | 701 | 701 | Additions | ||
| Additions | 233 | 0 | Disposals | 35 | |
| Acquisition cost December 31 | 1 118 | 885 | Acquisition cost December 31 | 1 402 | 1 402 |
| Accumulated depreciation according to plan January 1 | 133 | 44 | Accumulated depreciation January 1 | 311 | 281 |
| Tansfers between the groups | 10 | 10 | Depreciation based on the unit of prod. method for the financial year | 29 | 29 |
| Depreciation for the financial year | 173 | 88 | Accumulated depreciation December 31 | 340 | 310 |
| Accumulated depreciation December 31 | 316 | 152 | Balance sheet value of land, December 31 | 1 062 | 1 092 |
| Balance sheet value of capitalised development expenditure Dec. 31 | 802 | 743 | 2.2.2. Buildings and constructions | ||
| 2.1.2. Intangible rights | Acquisition cost January 1 | 15 135 | 15 483 | ||
| Acquisition cost January 1 | 671 | 645 | Additions | 36 | 35 |
| Acquisition received in merger | 20 | 0 | Disposals | 20 | 383 |
| Additions | 13 | 26 | Acquisition cost December 31 | 15 151 | 15 135 |
| Acquisition cost December 31 | 704 | 671 | Accumulated depreciation according to plan January 1 | 9 139 | 8 894 |
| Accumulated depreciation according to plan January 1 | 549 | 524 | Accumulated depreciation on disposals | 5 | 345 |
| Acquisition received in merger | 17 | 0 | Depreciation for the financial year | 574 | 590 |
| Depreciation for the financial year | 23 | 25 | Accumulated depreciation December 31 | 9 708 | 9 139 |
| Acquisition received in merger | 2 | 0 | Revaluation | 505 | 505 |
| Accumulated depreciation December 31 | 591 | 549 | Balance sheet value of buildings and constructions, December 31 | 5 948 | 6 501 |
| Balance sheet value of intangible rights, December 31 | 113 | 122 | 2.2.3. Machinery and equipment | ||
| 2.1.3. Goodwill | Acquisition cost January 1 | 47 369 | 49 328 | ||
| Acquisition cost January 1 and December 31 | 8 713 | 8 713 | Additions | 706 | 1 350 |
| Accumulated depreciation according to plan January 1 | 4 308 | 3 571 | Disposals | 2 512 | 3 309 |
| Depreciation for the financial year | 737 | 737 | Acquisition cost December 31 | 45 563 | 47 369 |
| Accumulated depreciation December 31 | 5 045 | 4 308 | Accumulated depreciation according to plan January 1 | 41 890 | 42 988 |
| Balance sheet value of goodwill, December 31 | 3 668 | 4 405 | Accumulated depreciation on disposals | 2 290 | 3 113 |
| The parent company's goodwill comprises merger losses. | Depreciation for the financial year | 1 620 | 2 015 | ||
| 2.1.4. Other long term expenditures | Accumulated depreciation December 31 | 41 220 | 41 890 | ||
| Acquisition cost January 1 | 18 204 | 16 254 | Balance sheet value of machinery and equipment, December 31 | 4 343 | 5 479 |
| Acquisition received in merger | 62 | 0 | |||
| Tansfers between the groups | 701 | 701 | Machinery and equipment deductions/depreciation on dedutions include EUR 364 (1 770) in scrap. | ||
| Additions | 1 218 | 3 168 | 2.2.4.Other tangible assets | ||
| Disposals | 224 | 1 218 | Acquisition cost January 1 | 285 | 296 |
| Acquisition cost December 31 | 18 559 | 17 503 | Additions | 0 | |
| Accumulated depreciation according to plan January 1 | 8 713 | 9 242 | Disposals | 0 | 13 |
| Accumulated depreciation on disposals | 224 | 1 213 | Acquisition cost December 31 | 285 | 285 |
| Tansfers between the groups | 10 | 10 | Accumulated depreciation according to plan January 1 | 245 | 256 |
| Depreciation for the financial year | 1 135 | 684 | Depreciation for the financial year | 1 | |
| Accumulated depreciation December 31 | 9 614 | 8 703 | Accumulated depreciation on disposals | 0 | 12 |
The balance sheet value of other long term expenditure includes EUR 6 588 (6 023) million for stone research and costs relating to the opening of new soapstone quarries and of quarries not yet taken into production use. Decreases in other non-current expenditures and accumulated amortization on decreases in other non-current expenditures include disposals amounting to EUR 224 (1 194) thousand. At the end of the current financial year, there were EUR 53 (1 397) thousand under construction under other intangible assets.
| 2.1.5. Advance payments | Additions | 85 | 59 | ||
|---|---|---|---|---|---|
| Advance payments | 0 | 120 | Disposals | 59 | 0 |
| Disposals | 0 | 120 | Advance payments, total | 85 | 59 |
| Advance payments, total | 0 | 0 | Total tangible assets | 11 478 | 13 172 |
| Total intangible assets | 13 528 | 14 070 | Amount of machinery and equipment included in balance sheet value | 3 623 | 4 184 |
| EUR 1 000 | 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|---|
| 2.1. Intangible assets | 2.2. Tangible assets | ||||
| 2.1.1. Capitalised development expenditure | 2.2.1. Land | ||||
| Capitalised development expenditure January 1 | 184 | 184 | Acquisition cost January 1 | 1 402 | 1 432 |
| Tansfers between the groups | 701 | 701 | Additions | 5 | |
| Additions | 233 | 0 | Disposals | 35 | |
| Acquisition cost December 31 | 1 118 | 885 | Acquisition cost December 31 | 1 402 | 1 402 |
| Accumulated depreciation according to plan January 1 | 133 | 44 | Accumulated depreciation January 1 | 311 | 281 |
| Tansfers between the groups | 10 | 10 | Depreciation based on the unit of prod. method for the financial year | 29 | 29 |
| Depreciation for the financial year | 173 | 88 | Accumulated depreciation December 31 | 340 | 310 |
| Accumulated depreciation December 31 | 316 | 152 | Balance sheet value of land, December 31 | 1 062 | 1 092 |
| Balance sheet value of capitalised development expenditure Dec. 31 | 802 | 743 | 2.2.2. Buildings and constructions | ||
| 2.1.2. Intangible rights | Acquisition cost January 1 | 15 135 | 15 483 | ||
| Acquisition cost January 1 | 671 | 645 | Additions | 36 | 35 |
| Acquisition received in merger | 20 | 0 | Disposals | 20 | 383 |
| Additions | 13 | 26 | Acquisition cost December 31 | 15 151 | 15 135 |
| Acquisition cost December 31 | 704 | 671 | Accumulated depreciation according to plan January 1 | 9 139 | 8 894 |
| Accumulated depreciation according to plan January 1 | 549 | 524 | Accumulated depreciation on disposals | 5 | 345 |
| Acquisition received in merger | 17 | 0 | Depreciation for the financial year | 574 | 590 |
| Depreciation for the financial year | 23 | 25 | Accumulated depreciation December 31 | 9 708 | 9 139 |
| Acquisition received in merger | 2 | 0 | Revaluation | 505 | 505 |
| Accumulated depreciation December 31 | 591 | 549 | Balance sheet value of buildings and constructions, December 31 | 5 948 | 6 501 |
| Balance sheet value of intangible rights, December 31 | 113 | 122 | 2.2.3. Machinery and equipment | ||
| 2.1.3. Goodwill | Acquisition cost January 1 | 47 369 | 49 328 | ||
| Acquisition cost January 1 and December 31 | 8 713 | 8 713 | Additions | 706 | 1 350 |
| Accumulated depreciation according to plan January 1 | 4 308 | 3 571 | Disposals | 2 512 | 3 309 |
| Depreciation for the financial year | 737 | 737 | Acquisition cost December 31 | 45 563 | 47 369 |
| Accumulated depreciation December 31 | 5 045 | 4 308 | Accumulated depreciation according to plan January 1 | 41 890 | 42 988 |
| Balance sheet value of goodwill, December 31 | 3 668 | 4 405 | Accumulated depreciation on disposals | 2 290 | 3 113 |
| The parent company's goodwill comprises merger losses. | Depreciation for the financial year | 1 620 | 2 015 | ||
| 2.1.4. Other long term expenditures | Accumulated depreciation December 31 | 41 220 | 41 890 | ||
| Acquisition cost January 1 | 18 204 | 16 254 | Balance sheet value of machinery and equipment, December 31 | 4 343 | 5 479 |
Disposals 224 1 218 Acquisition cost January 1 285 296 Acquisition cost December 31 18 559 17 503 Additions 0 2 Accumulated depreciation according to plan January 1 8 713 9 242 Disposals 0 13 Accumulated depreciation on disposals 224 1 213 Acquisition cost December 31 285 285 Tansfers between the groups 10 10 Accumulated depreciation according to plan January 1 245 256 Depreciation for the financial year 1 135 684 Depreciation for the financial year 1 1 Accumulated depreciation December 31 9 614 8 703 Accumulated depreciation on disposals 0 12 Balance sheet value of long term expenditure, December 31 8 945 8 800 Accumulated depreciation December 31 246 245 Balance sheet value of other tangible assets, December 31 40 41 2.2.5. Advance payments Advance payments 1.1. 59 0
| EUR 1 000 | 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|---|
| 2.3. Shares in Group Companies | 2.9. Current receivables | ||||
| % | % | Receivables form group companies | |||
| Kivia Oy, Kuhmo, merged into Tulikivi Corporation in December 31 | 100 | 100 | Trade receivables | 687 | 504 |
| Tulikivi U.S. Inc., USA | 100 | 100 | Receivables from others | ||
| AWL-Marmori Oy, Turku | 100 | 100 | Trade receivables | 3 557 | 4 050 |
| The New Alberene Stone Company Inc., USA | 100 | 100 | Other receivables | 438 | 414 |
| OOO Tulikivi, Russia | 100 | 100 | Accrued income | ||
| In addition to its subsidiaries, Tulikivi Corporation has a branch office in Germany, Tulikivi Oyj Niederlassung Deutschland |
Other accrued income Receivables from grants |
373 0 |
160 50 |
||
| Associated companies | Prepayments | 279 | 344 | ||
| Stone Pole Oy, Juuka | 27 | 27 | Interest receivable | 0 | 2 |
| Leppävirran Matkailukekus Oy, Leppävirta (until November 18, 2011) | - | - | Amortized taxes | 21 | 0 |
| Rakentamisen MALL Oy, Helsinki | 25 | 25 | Accrued income, total | 673 | 556 |
| 2.4. Receivables from Group companies | Receivables from other, total | 4 668 | 5 020 | ||
| Capital loan, AWL-Marmori Oy | 34 | 34 | Total current receivables | 5 355 | 5 524 |
| 2.5. Other investments | 2.10. Shareholders' equity | ||||
| Stone Pole Oy | 1 | 1 | Capital stock January 1 and December 31 | 6 314 | 6 314 |
| Other | 25 | 25 | The invested unrestricted equity fund January 1 and December 31 | 7 334 | 7 334 |
| Total other investments | 26 | 26 | Revaluation reserve January 1 | -46 | -42 |
| 2.6. Inventories | Change | -5 | -4 | ||
| Raw material and consumables | 5 054 | 5 516 | Revaluation reserve Decenber 31 | -51 | -46 |
| Work in progress | 3059 | 2284 | Retained earnings January 1 | 1 872 | 2 792 |
| Finished products/goods | 3 116 | 2 764 | Dividend paid | 0 | -909 |
| Total inventories | 11 229 | 10 564 | Treasury shares | -108 | -108 |
| 2.7. Non-current receivables | Retained earnings December 31 | -957 | 1 872 | ||
| Trade receivable | Result for the year | -542 | -2 829 | ||
| From others | 53 | 0 | Total shareholders' equity | 12 098 | 12 645 |
| Receivables from Group companies | 2.11. Statement of distributable earnings December 31 | ||||
| Loan receivables | 40 | 50 | Profit for the previous years | -957 | 1 872 |
| Receivables from others | The invested unrestricted equity fund | 7334 | 7334 | ||
| Other receivables | 0 | 200 | Result for the year | -542 | -2 829 |
| Total non-current receivables | 93 | 250 | Total distributable earnings | 5 835 | 6 377 |
| 2.8. Deferred tax assets | The invested unrestricted equity fund may not be distributed as dividend. | ||||
| Provisions and accrued expenses | 304 | 538 |
| 1 000 euro | 2012 | 2011 | 2012 | 2011 | ||
|---|---|---|---|---|---|---|
| 2.12. Treasury shares | 2.16 Given guarantees, contingent liabilities and other commitments | |||||
| During the financial year 2012 (2011), Tulikivi Oyj has neither acquired nor disposed any own shares. At the | Loans and credit limit accounts with related mortgages and pledges | |||||
| reporting date, the company held 124 200 (124 200) own A shares, which represents 0.3 % of the share capital and 0.1 % of the voting rights. The acquisition price is EUR 0.87/share on average. The acquisition of own |
Loans from financial institutions and loan guarantees | 23 785 | 24 776 | |||
| shares has not had any significant effect on the distribution of ownership or voting rights of the company. | Credit limit accounts | 0 | 1 000 | |||
| 2.13. Provisions | Other long-term liabilities | 0 | 147 | |||
| Warranty provision | 270 | 390 | Loans and credit limit accounts, total | 23 785 | 25 923 | |
| Environmental provision (Present value) | 679 | 643 | Real estate mortgages given | 11 581 | 11 343 | |
| Restructuring provision, non-current | 278 | 278 | Company mortgages given | 17 696 | 15 696 | |
| Restructuring provision, current | 0 | 883 | Object for purchase | 0 | 147 | |
| Environmental provision, current | 17 | 0 | Given mortgages and pledges, total | 29 277 | 27 186 | |
| Total | 1 244 | 2 194 | Other own liabilities for which guarantees have been given |
| Liabilities to group companies | Collaterals given on behalf of group companies | 0 | 30 | ||
|---|---|---|---|---|---|
| Other long-term current liabilities | 0 | 868 | Rental obligations payable in 2013 | 790 | 1240 |
| Liabilities from others | Rental obligations payable after 2013 | 434 | 646 | ||
| Loans from credit institutions | 13 581 | 12 149 | Leasing commitments | ||
| TyEL pension loans | 5 696 | 6 860 | Due during the financial year 2013 | 232 | 27 |
| Other non-current liabilities | 20 | 154 | Due later | 493 | 37 |
| Total non-current liabilities | 19 297 | 20 031 | Leasing commitments, total | 725 | 64 |
| 2.15. Current liabilities | |||||
| Liabilities to group companies | Leasing agreements are three to six years in duration and do not include redemption clauses. | ||||
| Trade payables | 307 | 161 | Derivatives | ||
| Liabilities to associates | Interest rate swaps , nominal value | 2 263 | 3 178 | ||
| Trade payables | 5 | 263 | Interest rate swaps , fair value | -92 | -103 |
| Liabilities to others | Forward contracts, nominal value | 361 | 94 | ||
| Loans from credit institutions | 2 231 | 2 957 | Forward contracts, fair value | -8 | -2 |
| Pension loans | 2 277 | 2 811 | Obligation to repay VAT deductions made in earlier periods | 69 | 69 |
| Advances received | 83 | 9 | |||
| Trade payables | 1 973 | 2 280 | |||
| Hire purchace credit | 0 | 147 | |||
| Other current liabilities | 432 | 599 | |||
| Accrued liabilities | |||||
| Salaries, wages and social costs | 3 143 | 3 854 | |||
| Discounts and marketing expenses | 422 | 459 | |||
| External charges | 637 | 937 | |||
| Interest liabilities | 187 | 219 | |||
| Other accrued liabilities | 94 | 171 | |||
| Total current liabilities | 11 791 | 14 867 | |||
| Loans and credit limit accounts with related mortgages and pledges | |||||||
|---|---|---|---|---|---|---|---|
| During the financial year 2012 (2011), Tulikivi Oyj has neither acquired nor disposed any own shares. At the reporting date, the company held 124 200 (124 200) own A shares, which represents 0.3 % of the share capital and 0.1 % of the voting rights. The acquisition price is EUR 0.87/share on average. The acquisition of own |
Loans from financial institutions and loan guarantees | 23 785 | 24 776 | ||||
| shares has not had any significant effect on the distribution of ownership or voting rights of the company. | Credit limit accounts | 0 | 1 000 | ||||
| 2.13. Provisions | Other long-term liabilities | 0 | 147 | ||||
| Warranty provision | 270 | 390 | Loans and credit limit accounts, total | 23 785 | 25 923 | ||
| Environmental provision (Present value) | 679 | 643 | Real estate mortgages given | 11 581 | 11 343 | ||
| Restructuring provision, non-current | 278 | 278 | Company mortgages given | 17 696 | 15 696 | ||
| Restructuring provision, current | 0 | 883 | Object for purchase | 0 | 147 | ||
| Environmental provision, current | 17 | 0 | Given mortgages and pledges, total | 29 277 | 27 186 | ||
| Total | 1 244 | 2 194 | Other own liabilities for which guarantees have been given | ||||
| The undiscounted amount of environmental provision was EUR 1 050 (904) thousand. The discount rate | Guarantees | 500 | 775 | ||||
| used in determining the present value is 4.0 (4.0) per cent. | Other commitments | 3 | 3 | ||||
| 2.14. Non-current liabilities | Other own liabilities for which guarantees have been given, total | 503 | 778 | ||||
| Liabilities to group companies | Collaterals given on behalf of group companies | 0 | 30 | ||||
| Other long-term current liabilities | 0 | 868 | Rental obligations payable in 2013 | 790 | 1240 | ||
| Liabilities from others | Rental obligations payable after 2013 | 434 | 646 | ||||
| Loans from credit institutions | 13 581 | 12 149 | Leasing commitments | ||||
| TyEL pension loans | 5 696 | 6 860 | Due during the financial year 2013 | 232 | 27 | ||
| Other non-current liabilities | 20 | 154 | Due later | 493 | 37 | ||
| Trade payables | 307 | 161 | Derivatives | ||
|---|---|---|---|---|---|
| Liabilities to associates | Interest rate swaps , nominal value | 2 263 | 3 178 | ||
| Trade payables | 5 | 263 | Interest rate swaps , fair value | -92 | -103 |
| Liabilities to others | Forward contracts, nominal value | 361 | 94 | ||
| Loans from credit institutions | 2 231 | 2 957 | Forward contracts, fair value | -8 | -2 |
| Pension loans | 2 277 | 2 811 | Obligation to repay VAT deductions made in earlier periods | 69 | 69 |
Tulikivi Corporation's environmental obligations, their management and recognition of environmental costs
Tulikivi group has landscaping obligations based on the Mining Act and other environmental legislation, which must be met during operations and when the quarries are shut down in the future.
Actions demanded by the environmental obligations are continuously performed besides normal production processes. Handling of water, arrangements for soil and rock material stacking areas, vibration and noise measurement, dust prevention and the monitoring the measurement result belong to these tasks. The costs relating to these activities are mainly recognised in the income statement as expense. Transport of soil material to stacking areas by opening new quarries is capitalised to other long-term expenses and depreciated during the useful life of the quarry. Lining work of stacking areas is based on long-term quarrying plans, according to which surface material of new opened quarries will be used in lining work. However, the lining work cannot be done until the point when there are finished sectors in the stacking area. No provision is recognised for the lining work, because it is not estimated to increase the costs of normal quarrying work.
After a factory or a quarry is shut down, the final lining work of the stacking areas, water arrangements, establishing of check points, bringing to safety condition and planting and seeding the vegetation will take place. For that part of these costs which are estimable, a provision is recognised.
Based on the environmental authorisations, the Company has given guarantees to the effect of EUR 600 thousand in total.
Tulikivi didn't have any share-based payments in the year 2012 (2011).
| 10 Major shareholders according to number of shares Shares registered in the name of a nominee are not included. |
K shares | A shares | Proportion, % |
|---|---|---|---|
| 1. Vauhkonen Reijo | 2 852 500 | 1 342 977 | 11.30 |
| 2. Vauhkonen Heikki | 2 957 000 | 78 353 | 8.17 |
| 3. Elo Eliisa | 477 500 | 2 479 520 | 7.96 |
| 4. Virtaala Matti | 1 460 000 | 990 516 | 6.60 |
| 5. Ilmarinen Mutual Pension Insurance Company | 1 902 380 | 5.12 | |
| 6. Mutanen Susanna | 797 500 | 846 300 | 4.43 |
| 7. Vauhkonen Mikko | 397 500 | 371 810 | 2.07 |
| 8. Paatero Ilkka | 718 430 | 1.93 | |
| 9. Nuutinen Tarja | 397 500 | 277 040 | 1.82 |
| 10. Investment Fund Phoebus | 585 690 | 1.58 | |
| 10 Major shareholders according to number of votes | K shares | A shares | Proportion, % |
| Shares registered in the name of a nominee are not included. | |||
| 1. Vauhkonen Reijo | 2 852 500 | 1 342 977 | 24.28 |
| 2. Vauhkonen Heikki | 2 957 000 | 78 353 | 24.10 |
| 3. Virtaala Matti | 1 460 000 | 990 516 | 12.67 |
| 4. Mutanen Susanna | 797 500 | 846 300 | 7.17 |
| 5. Elo Eliisa | 477 500 | 2 479 520 | 5.90 |
| 6. Vauhkonen Mikko | 397 500 | 371 810 | 3.53 |
| 7. Nuutinen Tarja | 397 500 | 277 040 | 3.46 |
| 8. Ilmarinen Mutual Pension Insurance Company | 1 902 380 | 1.55 | |
| 9. Suomen Kulttuurirahasto | 100 000 | 340 000 | 1.09 |
The members of the Board and Managing Director control 4 417 500 K shares and 1 236 490 A shares representing 36.92 % of votes.
| Breakdown of share ownership of December 31, 2012 Number of shares |
Shareholders pcs |
Proportion % |
Shares kpl |
Proportion % |
|---|---|---|---|---|
| 1 - 100 | 456 | 9.11 | 30 575 | 0.08 |
| 101 - 1000 | 2 335 | 46.66 | 1 328 039 | 3.58 |
| 1001 - 5000 | 1 603 | 32.03 | 4 019 121 | 10.82 |
| 5001 - 10000 | 309 | 6.17 | 2 333 312 | 6.28 |
| 10001 - 100000 | 274 | 5.47 | 6 890 644 | 18.55 |
| 100001 - | 28 | 0.56 | 22 542 279 | 60.69 |
| Total | 5 005 | 100.00 | 37 143 970 | 100.00 |
| The Company's shareholders were broken down by sector as follows Sector |
Holding % |
Votes % |
||
| Enterprises | 2.67 | 0.81 | ||
| Financial and insurance institutions | 4.27 | 1.24 | ||
| Public organisations | 5.14 | 1.55 | ||
| Non-profit organisations | 2.50 | 1.49 | ||
| Households | 85.05 | 94.75 | ||
| Foreign | 0.37 | 0.16 | ||
| Total | 100.00 | 100.00 |
Nominee-registered shares, 937 434 in total (2.524 % of the capital stock), are entered under financial and insurance institutions.
Treasury shares owned by Tulikivi Corporation, in total 124 200 Series A shares, are included in section dealing with shareholding information.
Helsinki February 8, 2013
Matti Virtaala Markku Rönkkö Olli Pohjanvirta
Managing Director
Pasi Saarinen Heikki Vauhkonen Maarit Toivanen-Koivisto
This document is an English translation of the Finnish auditor's report. Only the Finnish version of the report is legally binding.
We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Tulikivi Corporation for the year ended 31 December, 2012. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company's balance sheet, income statement, cash flow statement and notes to the financial statements.
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial
statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion on the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Helsinki, 11 February 2013
KPMG OY AB ARI ESKELINEN Authorized Public Accountant
PLANTS AND OFFICES
FI-83900 Juuka Tel. +358 403 063 100 Fax +358 207 636 130 www.tulikivi.com [email protected] [email protected]
Saarikyläntie 26 FI-89920 Ruhtinansalmi Tel. +358 207 636 750 Fax +358 207 636 769
Rasiahontie 3 FI-79700 Heinävesi Tel. +358 207 636 501 Fax +358 207 636 558
Bulevardi 22 FI-00120 Helsinki Tel. +358 207 636 000 Fax +358 207 636 558
Lautamiehentie 1 FI-02770 Espoo Tel. +358 207 636 820 Fax +358 207 636 877
Kivia Oy c/o Tulikivi Oyj FI-83900 Juuka Tel. +358 207 636 700 Fax +358 207 636 720
195 Riverbend Drive - Suite 3 VA 22911 Charlottesville USA Tel. +800-843 3473
ul.Krasnyh Partizan -14 127229 St.Petersburg Russian Federation Tel. +7 495 799 3362 Fax: +7 812 334 1601
Stone Pole Oy Kuhnustantie 10 FI-83900 Juuka Tel. +358 207 636 600
TaloTalo Riihitontuntie 1 FI-01740 Vantaa Tel. +358 403 063 190
Find your nearest dealer at www.tulikivi.com
Dutry & Co. Jagershoek 10 B-8570 Vichte Belgium Tel. +32 56 776 090 Fax +32 56 774 294
Eurotrias S.R.L. – GMBH Via Max Planck 1 I-39100 Bolzano Tel. +39 0 471 201 616 Fax +39 0 471 201 689
Neuhauser-Speckstein-Öfen Bahnhofstrasse 54 A-4810 Gmunden Tel. +43 7612 744 58 Fax +43 7612 744 584
SIA Akmens Kräsnis Pulkveža Brieža 43 LV-1045 Riga Tel. +371 6738 1149 Fax +372 6738 1149
Kad nebūtų šalta, UAB Bangų 22a LT-91250 Klaipėda Tel. +370 46 256 300 Fax +370 611 41 399
TECH PIEC ul.B.Chrobrego 44A PL 58-230 Niemcza Tel. +48 74 8376 032 Fax +48 74 8376 032
TULIKIVI OYJ 75, avenue Parmentier F-75011 Paris Tel. +33 1 40 21 25 65 Fax +33 1 40 21 24 00
FI-83900 Juuka, Finland Tel. +358 403 063 100 Fax +358 207 636 120
Tulikivi Oyj Niederlassung Deutschland Bergstraße 11 D-63589 Linsengericht/ Eidengesäß Tel. +49 6051 889 0843 Fax +49 6051 889 0845
TALC s.r.o. Štiavnička 77 97681 Podbrezova Tel. +421 904 945 888
Feliksbau d.o.o. Celovška cesta 317 1210 Ljubljana – Šentvid Tel. +386 1 421 61 80
Tonwerk Lausen AG Hauptstr. 74 CH-4415 Lausen Tel. +41 619 279 555 Fax +41 619 279 558
Sumeru Company s.r.o. Anglicka 1 CZ-12000, Praha 2 Tel. +420 226 208 228
Tulikivi U.S., inc. 195 Riverbend Drive - Suite 3 VA 22911 Charlottesville Tel. +800 843 3473
OOO Tulikivi ul.Krasnyh Partizan -14 127229 St.Petersburg +7 495 799 3362
BALTIC TK GROUP OÜ Pihlaka 1 a 11216 Tallinn Tel. +372 6555 486 Fax +372 6555 487
It's such a cold, cold world.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.