Annual Report • Mar 17, 2008
Annual Report
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| The Year 2007 in Brief | 3 |
|---|---|
| Mission, Vision, Values | 4 |
| Strategic Policies | 4 |
| Tulikivi's Success Factors | 5 |
| Managing Director's Review | 6 |
| Fireplaces | 8 |
| Natural Stone Products | 10 |
| Utility Ceramics | 11 |
| Corporate Responsibility | 12 |
| Shareholder Policy | 14 |
| Highlights of the Year 2007 | 15 |
| Board of Directors | 16 |
| Corporate Governance | 18 |
| Management Group | 20 |
| Information for Shareholders | 22 |
| Tulikivi Corporation's Stock Exchange and | |
| Press Releases in 2007 | 23 |
| Board of Directors' Report and Financial Statements | 24 |
| Board of Directors' Report | 25 |
| Consolidated Financial Statements, IFRS | 29 |
| Key Financial Indicators | 61 |
| Calculation of Key Ratios | 63 |
| Parent Company Financial Statements, FAS | 64 |
| Tulikivi Corporation's Shareholders and | |
| Management Ownership | 73 |
| Signatures to Report of the Board and | |
| Financial Statements | 74 |
| Auditors' Report | 74 |
| Contact Information | 75 |
| 2007 | 2006 | Change, % |
|
|---|---|---|---|
| Net Sales, MEUR | 69.9 | 82.1 | -14.9 |
| Operating profit, MEUR Profit before |
1.0 | 8.2 | -88.3 |
| income tax, MEUR Return on |
0.2 | 7.8 | -97.9 |
| investments, % | 2.5 | 21.7 | |
| Solvency ratio, % | 43.9 | 46.2 | |
| Earnings per share, | |||
| EUR | 0.01 | 0.16 | -93.9 |
| Equity per share, | |||
| EUR | 0.74 | 0.83 | -10.6 |
| Payment of dividend on | |||
| A share, EUR | 0.0450 | 0.090 | -50.0 |
| K share, EUR | 0.0433 | 0.088 | -50.8 |
Tulikivi Corporation brings warmth and comfort to your home with high-quality branded products that sit well with your interior decoration. Our business segments are the Fireplaces Business and the Natural Stone Products Business. We take environmental impacts into consideration in the design and manufacture of our products. Tulikivi seeks continuously to rack up good earnings, allowing investors to enjoy competitive dividends and increasing share value, and allowing employees to rest assured that their jobs are secure. What's more, their own earnings are linked to the company's financial result.
Tulikivi's objective is to be the leading company specialized in branded heating products and natural stone products for homes in selected market areas. As they evolve, we will expand our operations into new product groups and new markets.
Tulikivi realizes its objectives by operating from a bedrock of values. Courage is Tulikivi's most important value and is evident in the will and ability to make choices. We have the courage to believe in our own vision and face up to realities. We also have the courage to see things through. Of all of Tulikivi's values, the one that most characterizes the company may well be entrepreneurship – being proactive, consciously seeking to achieve results, committing to objectives and thinking with an eye on the future. Tulikivi values its satisfied customers. We find out what our customers expect, listen to them, keep our promises and exceed their expectations. Fair play is at the core of our operations. In practice, this means being honest to yourself and making sure that words are backed up by actions.
PRODUCT CONCEPTS:
STRATEGISET LINJAUKSET 5
The Tulikivi Group's sales fell by nearly 15 percent in 2007. A decline in sales was foreseeable in Finland due to a distribution channel overhaul with significant strategic importance for the future. In addition, low demand in the German market notably reduced both exports of Tulikivi fireplaces and, in particular, sales of lining stones. Exports to other countries can be considered successful, as demand remained at 2006 levels despite the weaker market situation. Although favourable trends were seen in the Natural Stone Products Business, sales of utility ceramics fell by a quarter during 2007. One reason for this decrease was a focus on cheap ceramic imports among economy retail chains. Reaching Utility Ceramics' profitability targets has required forceful downsizing measures. The Tulikivi Group's overall financial result for 2007 was weak.
We have reorganized our operations in order to better meet the challenges ushered in by the current market situation. At the time of change of Managing Director, the company's operations were divided into three areas, each with its own director. The Management Group was also reduced in size, and the company simplified and increased the efficiency of its internal processes. Internal transfers were also employed to boost operations. Processes are now more straightforward and the number of salaried employees has declined. Significant cost savings will therefore be possible in 2008.
On December 31, 2006, the company employed 765 people and on December 31, 2007 the figure was 693. After the current downsizing measures, this figure will decrease to about 600 in 2008.
As a key downsizing measure the manufacture of Tulikivi's soapstone fireplaces was centralized at the Juuka plants.
As a key downsizing measure the manufacture of Tulikivi's soapstone fireplaces was centralized at the Juuka plants, including the decision to close the Kuhmo plant. The third shift at the Suomussalmi plant was also discontinued.
As part of these efficiency measures, Kermansavi Oy was merged with the parent company, Tulikivi Corporation, on December 31, 2007. Efficiency in the utility ceramics production also received a boost throught the reduction of about 20 personnel.
Outsourcing measures will also be implemented during 2008.
Alongside structural reorganization, we have also been focusing on the cultivation of future skills. In October, we launched a management training programme for about ten of Tulikivi's future key personnel.
Management skills also hold a key position in the occupational well-being development project begun in the fall. This project seeks to reduce absences by improving occupational safety and pre-emptively identifying the reasons behind any potential absences at an early stage.
The fireplace market situation in Europe has fluctuated wildly over the past few years. Energy price changes have been the driving force, and peaks in energy prices have clearly had an impact on global fireplace demand. Continental European consumers in particular tend to keep abreast of the latest information and discoveries on global warming.
Long-term trends have, however, favoured Tulikivi. Due to concern over climate change, targets have been set for the increased use of bioenergy. This enables fireplace sales growth in Europe. State requirements and guidelines – combined with the presence or absence of financial incentives – will continue to affect fireplace demand to a greater degree than ever in all market areas. The fireplace sector must therefore be able to highlight its products' particular strengths as an energy source in comparison to other forms of bioenergy.
Brisk construction, rising energy prices and affordable firewood increase fireplace demand in Russia.
Interior decoration trends also influence demand for fireplaces and natural stone products. A fireplace is a key element in any home's décor, and fireplace design must be able to meet the demands of future trends. The growing appreciation for natural materials in interior decoration is already evident in the Natural Stone Products Business.
Our downsizing measures seek to enable good earnings even in changing circumstances. They will create a solid basis from which to further develop the company irrespective of whether the current outlook is better or worse than forecast.
The company will continue its core strategy of recent years. We will now be underlining the importance of a more varied range of products, and also the need to develop new market areas so the company will not be so dependent on any single territory. Organic growth will now be sought primarily through the company's own brands rather than through subcontracting.
I would like to express my warm thanks for the past year to our customers, shareholders, personnel and partners in cooperation.
Juuka, February 20, 2008
Heikki Vauhkonen, Managing Director
A new concept – the Tulikivi Service Point – has been created to complement our network of Tulikivi Showrooms. These service points are run in cooperation with the local Tulikivi Showroom and are located on partners' premises, for example, in home, kitchen or furniture stores. The Tulikivi Service Point concept revolves around a small in-store fireplace display with a professional and competent salesperson. We aim to build a network of at least 40 Tulikivi Service Points, 15 of which had already been established by the end of 2007.
After several years of growth, the fireplace market slipped in 2007. One key factor in this was a slight reduction in new single-family home construction for a second consecutive year. Many European manufacturers have also entered the market, primarily offering lightweight heater products. Geothermal and air-source heat pump manufacturers are also active in the market.
Sales of Tulikivi fireplaces in Finland contracted by about 15 per cent. Demand was evenly split between renovation and new construction. One major reason for this decline was a demanding change in our domestic distribution system. Its impact included the return of display models and warehoused fireplaces from hardware stores, showroom construction, the introduction of a new operational model on all levels, as well as publicizing the new outlets to customers.
Fireplace exports contracted by a total of ten per cent in 2007. Sales to Germany, our main export country, were particularly weak throughout the year with sales falling by over 40 per cent. Sales to other countries remained at 2006 levels, and the French and Russian markets continued to grow.
France is now our largest export country. Although the tax incentives for energy-saving projects granted by the French state have remained in force, they will cease to be as significant. The current outlook suggests that these incentives are likely to continue only until the end of 2008.
Growth in Russia was achieved through more efficient cooperation with existing partners in the St. Petersburg and Moscow metropolitan areas. Russia will continue to be one of our most promising growth areas. We aim to further extend operations to other major cities by expanding our cooperation network. A new Sales and Marketing Manager was appointed to the Russian market area in 2007.
Germany has been Europe's largest market for fireplaces. However, the fireplace trade has collapsed there since 2006, which marked the height of demand. A rise in heating energy prices caused a huge peak in demand in the fall of 2005, with demand remaining exceptionally high until the end of 2006. Despite the current fall in sales, Tulikivi has continued with the distribution channel developments already in progress, and is also seeking new partners to firm up its distribution network. Exports of ceramic fireplaces to Russia and the Baltic countries were started up. Exported ceramic fireplaces are sold under the Tulikivi brand.
Fluctuations in fireplace demand in Europe, and especially in Germany, have been directly reflected in sales of Tulikivi's lining stones for heaters. Sales of lining stones increased by almost 150 per cent in 2006, yet in 2007 they fell to below 2005 levels. This is a direct indication of the staggering fluctuations in fireplace demand seen in Germany in particular. Demand for heaters in Germany has fallen dramatically since 2006, which can now be considered an exceptional year. Market recovery has been quite slow. A rise in VAT, an unusually warm winter, retailers' overstocked warehouses, and a decline in new housing construction have all had their impact.
Due to lowered demand, fireplace production has experienced overcapacity throughout 2007. This has been reduced through lay-offs that were in effect until the turn of the year. In order to pare down the production cost structure, the company has refocused work distribution between its plants, and made the decision to close its Kuhmo plant. Ceramic fireplaces are now manufactured in Heinävesi, Tulikivi fireplaces in Juuka, and lining stones in Suomussalmi and Juuka.
R&D's main tasks have been to expand the new collection and improve productivity. Development of a new flat grate range has also begun in order to meet the criteria for future emissions regulations in various market areas. In the year now ended, Kermansavi fireplaces were granted approval for their conformance with Finland's forthcoming emissions regulations.
The Natural Stone Products Business comprises interior decoration stones, paving stones and deliveries to construction sites. Interior decoration stones are used for kitchen and bathroom countertops, and also as cladding for internal floors, walls and stairs. Our paving stone range includes stones for building paths, borders, terraces and steps, as well as those for cladding walls, steps, fences and plinths. Tulikivi delivers stone to construction sites, where it is used in facades, floors, stairs and walls. Our comprehensive range of natural stones includes soapstone, granite, marble, limestone, travertine and slate.
In the Natural Stone Products Business, the most vigorous growth can be seen in the interior decoration stone product group. Tulikivi's Natural Stone Products Business employs multi-channel distribution. Partners in cooperation include kitchen, interior decoration and specialist stores; prefab house, construction, and other stone companies; professional architects and interior designers; and furnishers of public spaces. Over 90 per cent of natural stone product sales are generated in Finland. The remaining products – approximately ten per cent – are exported, primarily to other Nordic countries.
In 2007, the current trend for interior decoration, combined with proactive marketing by natural stone companies, increased the total market for interior decoration stones in Finland by about ten per cent. Tulikivi's interior decoration stone business has grown by about 20 per cent during the past year, indicating that we have bolstered our position as the market leader in natural stone products in Finland. In particular, we have been able to expand our cooperation network and energize our existing retailers. This successful combination has taken our sales up a notch.
During 2007, our product range expanded with new stones for kitchen countertops, as well as new natural stone tiles and mosaic tiles. Other notable measures taken during the past year include new agreements with retailers and chains, further honing of our overall interior decoration concept, increased efficiency in production and offer-delivery processes, and proactive training for retailers to enhance sales techniques.
The Natural Stone Products Business' key strategies will remain unchanged in the years ahead: profitability and growth. During the coming year, the Natural Stone Products Business will be making its greatest outlays on interior decoration stones – the area showing the greatest growth potential for the next few years. Commercialization, more efficient workload management and the balancing of seasonal fluctuations will be employed to increase production efficiency. The main focal points for sales and marketing will continue to be proactive marketing, partner training, and developing sales techniques. Bolstering retailer strength, new product launches, and training for our own personnel will also be key measures for 2008.
The utility ceramics range is primarily aimed at consumers and includes ceramic tableware, cookware and ornaments. The Kermansavi utility ceramics brand enjoys high recognition in Finland. Seventy-six per cent of Finnish consumers are familiar with the brand name and 60 per cent own Kermansavi products.
The market for Kermansavi's utility ceramics is Finland and the company's market share is about ten per cent. Products are wholly manufactured at the company's Heinävesi plant, where the manufacturing process is partly linked to ceramic tile production for the company's fireplaces. All Kermansavi products have been granted the right to display the Association of Finnish Work's 'Made in Finland' Avainlippu label.
Stronger domestic players and an increase in cheap imports from abroad further heated up competition in the utility ceramics product in 2007. Kermansavi is the only Finnish utility ceramics manufacturer whose products are wholly made in Finland.
In 2006, measures were begun to boost operational efficiency, hone the marketing concept, and overhaul both the distribution channel and product development. During this transitional phase, sales trends did not meet expectations and operations had to be downsized with lay-offs and redundancies during 2007.
Product development has focused on new, trendy products and cooperation with young designers. Several brand new products were launched in 2007. The most notable was the Neilikka service, which was designed in cooperation with the Institute of Design at the Lahti University of Applied Science. Other new products included the Sahrami range of casserole dishes, and new pieces and color options for the Oliivi service. Low-turnover products were discontinued, and the range was expanded with suitable Finnish supplementary products.
In 2007, the distribution channel expanded to specialized stores and department stores, including Stockmann and Sokos. At the same time, stores that competed solely on price were removed. A brand new distribution channel was opened in June: an online store. Not only Kermansavi utility ceramics, but also supplementary fireplace and natural stone products are now available online at www.tulikivishop.com. Major retail chains will, however, continue to be the primary distribution channel.
The Kermansavi utility ceramics brand underwent a major overhaul in 2007. As well as highlighting its high quality and Finnishness, it received an injection of innovativeness, freshness and youth. Both advertising and marketing materials were significantly increased.
Utility Ceramics product group will forge ahead with development and is continually boosting its operational efficiency. Product development is focusing on cooperation with young Finnish designers. New products are being targeted at younger and young-at-heart consumers. Cooperation with department stores and specialized stores is being deepened in the distribution channel. New customers are being sought among specialized stores, cafés and restaurants. Utility Ceramics will also branch out into a new area with the introduction of a corporate gift service. Marketing communications will be bolstered by underlining Kermansavi's Finnishness and revamped brand.
Our operations are guided by the company's code of values: satisfied customers, entrepreneurship, fair play and courage. Tulikivi complies with laws and statutes in its operations. We act responsibly towards our interest groups – both in Finland and abroad – of which the most important are our customers, personnel, shareholders and partners in cooperation.
In the fall of 2007, Tulikivi launched a 'Cleaner-burning fireplaces for Finland' program to take definitive action for a fresher, cleaner environment. The program will increase Finns' awareness of correct wood burning techniques, the potential for making increased use of firewood, and the new, environmentally friendly options created by firebox solutions based on modern technology. By 2020, it also aims to have reduced fine particle emissions from smallscale combustion – and their related problems – by one third. This requires the renovation or replacement of about 840 000 fireplaces over the next 12 years. As part of the program, Tulikivi has published its own proposals for cleaner-burning fireplaces (see page 17).
Tulikivi also published the 'Cleaner-burning Fireplaces for Finland' brochure, which contains expert articles on such topics as bioenergy, wood burning and fine particles. The program has also included an expert seminar for decisionmakers and influential players in the small-scale combustion industry. The seminar was organized in cooperation with the Pulmonary Association Heli and its keynote speaker was Minister of Labor Tarja Cronberg. Tulikivi is the fireplace industry's largest player and its program was favorably received, acting as a catalyst for discussion about small-scale combustion .
Environmental issues are part of everyday working life in the Tulikivi Group. We take note of them at the strategy planning stage, in long-term action plans, and when defining annual focus areas. We pay attention to environmental issues in our products' lifecycles throughout the entire design and production chain during product development, quarrying, product manufacture, and even during end use. The development and coordination of environmental operations is the responsibility of the Group's Quality and Environmental Manager, Product Development Director and Purchasing Director, who work in close cooperation with each segment's Development Manager and those responsible for the quarrying plan.
The most notable environmental project of 2007 was the environmental impact assessment (EIA) procedure and environmental permit application for soapstone quarrying in Vaaralampi, Juuka. The Vaaralampi mining patent is located approximately 1.5 kilometers south of the current Tulikivi Corporation quarry and covers about 56 hectares. The area has primarily been used by the forestry industry. Quarrying in Vaaralampi is scheduled to start in 2010 and end in approximately 2025.
An independent evaluation procedure was employed to thoroughly analyze the overall environmental impact of the quarry project on the surrounding area. The EIA report was completed in spring 2007. The major potential environmental hazards stemming from any future quarrying are dust, noise, vibration, and changes in the landscape. The EIA procedure was carried out in cooperation with Linnunmaa Ltd and IP-Engineering Finland.
The Tulikivi mining patent's new environmental permit was granted in April after a handling process lasting over three years and will come into force after the appeal procedure.
Assessment of the Heinävesi plant's present environmental status was completed at the beginning of 2007. Improvement measures have already begun, the most visible and extensive being the environmental permit application for the Heinävesi plant's operations. In order to receive this permit, action must still be taken to recondition process basins and improve waste and water management. Process basin modifications and waste area landscaping can be started after the environmental permit is received, in summer 2008.
Quality certification now covers the entire Tulikivi Group, as the Heinävesi plant's quality system was granted its certificate in 2007.
Tulikivi's objective is to grow and evolve in a controlled manner to ensure the undisturbed continuity of business operations. The most important benchmarks of financial responsibility are the development of revenue and relative profitability. These, and other benchmarks, are reported on in interim reports and the financial statements. The result of operations is reported on simultaneously, honestly, openly and in compliance with legislation.
By keeping the company's finances on a solid footing, Tulikivi can provide its shareholders with steady returns and fulfill its obligations as a responsible employer. In
The Human Resources Director is responsible for the company's equality plan, which is checked and updated annually at a joint meeting.
The Tulikivi Group's head office is located in Juuka, Northern Karelia, and the company plays an active social role in the area. Tulikivi employed about 700 people in 2007, primarily in distant regions, such as Juuka, Heinävesi, Suomussalmi, Kuhmo and Taivassalo. Being local is an important part of Tulikivi's identity.
Tulikivi is also an active sponsor, primarily for the Finnish Stone Centre, which aims to increase the use of stone and develop technical stoneworking expertise. The Stone Centre has four main missions: raising the profile of stone, stone research, teaching stone construction and encouraging entrepreneurship in the stone business. Tulikivi also supports selected sports and hobbies for children and young people in the municipalities where its plants are located.
Tulikivi is a member of numerous organizations and forums, such as: the Confederation of Finnish Construction Industries, the Federation of Finnish Enterprises, Finnbio – the Finnish Bioenergy Association, the Fine Particle Forum, the Family Business Network Finland, the Finnish Chamber of Commerce, Finnpro, TTS Institute (Work Efficiency Institute), North Karelia's Enterprise Agency, Sisäilmayhdistys (the Indoor Air Association of Finland), Kiviteollisuusliitto (Finnish Natural Stone Association) and Euroroc. Kermansavi Oy, which was merged with the parent company on December 31, 2007, has also belonged to, for example, the Association of Finnish Work.
Sales of Tulikivi Group fireplaces in Finland were centered on specialized stores from the beginning of 2007. The Tulikivi Showroom network has about 40 showrooms offering Tulikivi and Kermansavi fireplaces. The overhaul sought to increase sales, cost-efficiency and the company's market share in Finland. At the end of the year, the distribution network was rounded out with Tulikivi Service Points. These service points display a smaller selection of models than Tulikivi Showrooms.
In the summer of 2007, the Tulikivi Group opened the Tulikivi Shop at www.tulikivishop.com. This online store offers an extensive range of Kermansavi utility ceramics and supplementary products, supplementary fireplace products, and care and cleaning products for natural stone. You can also register as a Tulikivi customer through the Tulikivi Shop. The new online store will improve Kermansavi product availability, and its product range will be expanded to include Tulikivi natural stone products.
During the fall of 2007, Tulikivi piloted Tulikivi Tailor (Uuniräätäli in Finland), a userfriendly, Internet-based design and sales system that will form part of the Tulikivi Showroom end-to-end service. Customers and salespeople can use the program together to explore – in 3D – how different options affect a fireplace's price and external appearance. Because Uuniräätäli is fully integrated into the customer management and production control systems, it enables efficient information exchange and usage. The distribution of production control information should significantly reduce order processing times. Uuniräätäli is available for both Tulikivi soapstone and Kermansavi ceramic fireplaces. The program went live in Finland in February 2008 and will be expanded to exports at a later date.
Tulikivi launched the 'Cleaner-burning fireplaces in Finland' program in the fall of 2007. By 2020, this program aims to have reduced fine particle emissions from small-scale combustion – and their related problems – by about one third. This requires the renovation or replacement of about 840 000 fireplaces over the next 12 years. As part of the program, Tulikivi has published its own proposals to promote cleaner-burning fireplaces:
1) Heat-retaining fireplaces equipped with green technology will prevent climate change, save energy, reduce fine particle emissions, and improve indoor air quality.
2) About one third of the fireplaces in permanent residences in Finland should fulfill emission and efficiency requirements by 2020.
3) Fireplaces that fulfill emission and efficiency norms should be made mandatory in all detached, semi-detached and terraced houses over 120 square meters in size.
4) There should be financial incentives for consumers to purchase factory-produced, heat-retaining fireplaces that fulfill emission and efficiency requirements. Public information announcements should also urge households to replace their smoky old fireboxes with more environmentally friendly models.
5) Smoke hazards can be reduced by issuing public advisory messages, restricting the use of run-down fireplaces in residential areas, and by granting environmental recommendations to lowemission fireplaces.
6) Home fireplaces are part of the population's crisis readiness in case of power outages or other situations in which heating energy is difficult to obtain.
7) Everyone who owns an old fireplace can do their bit for fresher air by burning wood correctly and carrying out sufficient firebox and chimney maintenance, or by replacing their old fireplace with one equipped with cleaner combustion technology.
MATTI VIRTAALA, Chairman of the Board (b. 1951)
B.Sc. (Eng.), President of Abloy Oy. Member of the Board of Directors of Tulikivi Corporation since 1994, Chairman of the Board since 2003.
Other key positions of trust: Board Member of Etteplan Oyj, Board Member of Metroauto Group Oy.
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–.
Series K shares 1 460 000 Series A shares 957 152
LLB and BBA. Managing Director since June 2007. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Positions of trust: Member of the Board of Directors of Tulikivi Corporation since 2001. Chairman of the Board of Stone Pole Oy.
Primary work experience: Vice President of Tulikivi U.S. Inc, 1997–2001; Tulikivi Corporation: Marketing Director of the Fireplace Business, 2002–2007.
Series K shares 2 957 000 Series A shares 42 739
M.Sc. (Civil Eng.), founder of the company. Managing Director and Chairman of the Board of Tulikivi Corporation, 1980–1989. Full-time Chairman of the Board, 1990–2002.
Other key positions of trust: Member of the Supervisory Board of Fennia Mutual Insurance Company, Chairman of the Board of the Finnish Stone Research Foundation, Board Member of the Product Industry Division of the Confederation of Finnish Construction Industries RT.
Primary work experience: Marketing Director at Lohja Ltd, 1966-1979. Entrepreneur 1979-.
M.A. (Theo.), B.Sc. (Soc. Sc.) Metropolitan for the City of Helsinki Orthodox Diocese. Member of the Board of Directors of Tulikivi Corporation since 1992.
Other key positions of trust: Chairman of the Board of the Banking Sector Customer Advisory Office, Vice Chairman of the Board of FinnAgora. Several international ecumenical positions of trust.
Primary work experience: Treasurer at the Orthodox Monastery of New Valamo, 1977–88; Lecturer and Acting Associate Professor at the University of Joensuu, 1973–76; Bishop of Joensuu, 1988–96, Metropolitan for the City of Oulu, 1996–2002, Metropolitan for the City of Helsinki, 2002-.
Tulikivi Corporation share ownership: Series A shares 15 379
Tulikivi's Board of Directors from left to right: Matti Virtaala, Heikki Vauhkonen, Reijo Vauhkonen, Bishop Ambrosius, Juhani Erma, Eero Makkonen and Maarit Toivanen-Koivisto.
LL.Lic. (trained on the Bench), Senior Advisor at Attorneys at law Borenius & Kemppinen. Member of the Board of Directors of Tulikivi Corporation since 2000.
Other key positions of trust: Board Member of Oral Hammaslääkärit Plc, Vice Chairman of the Panel on Takeovers and Mergers at The Central Chamber of Commerce of Finland, Board Member of Hallitusammattilaiset ry (the Finnish Association of Professional Board Members), Board Member of Stromsdal Oyj, Vice Chairman of the Board of Turvatiimi Oyj, Vice Chairman of the Board of the Finnish Stone Research Foundation, Vice Chairman of the Board of Silmäsäätiö (the Finnish Eye Foundation).
Primary work experience: In-house lawyer at Enso-Gutzeit Ltd, 1972-1979; head of the legal affairs department and the financial and legal affairs group at Union Bank of Finland Ltd, 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–.
Tulikivi Corporation share ownership: Series A shares 27 379
EERO MAKKONEN, (b. 1946) B.Sc. (Eng.). Member of the Board of Directors of Tulikivi Corporation since 2002.
Other key positions of trust: Board Member of Rapala VMC Corporation, Chairman of the Board of Hansastroi Oy, Board Member of Elematic Ltd, Board Member of SysOpen Digia Plc.
Primary work experience: Site Manager at Vesi-Seppo Ky, 1973–1975; Regional Manager at Vise Ky Saudi-Arabia, 1976–77; Construction Industry Manager at Oy Wilhelm Schauman Ab, 1979–1983; Kauhajoki House Factory Manager at Rauma-Repola Oy, 1983–1985; Managing Director of Insinöörirakentajat Oy, 1985–1991; President of Haka Oy, 1992–1994; President of Skanska Oy, 1994–2001, Chairman of the Board, 2001–2002 and Vice Chairman of the Board, 2002–2003.
Tulikivi Corporation share ownership: Series A shares 15 379
MAARIT TOIVANEN-KOIVISTO, (b. 1954)
M.Sc. (Econ.). Professional Development Diploma. President of Onvest Oy. Member of the Board of Directors of Tulikivi Corporation since 2007.
Other key positions of trust: Chairman of the Board of Onninen Oy, Chairman of the Board of Onvest Oy, Board Member of Are Oy, Board Member of Neste Oil Corporation, Board Member of Itella Corporation, Member of the Board of F.B.N International, Member of the Board and Delegation of the Central Chamber of Commerce, EU-Russia Industrialists Round Table, Building Task Force Chairman, Member of the Nordea Advisory Board, Member of the Advisory Board of the City of Vantaa, and Member of the Board and Committee of the Foundation for Economic Education.
Primary work experience: Store Manager at Elektro– Sähkö Oy, 1982–1984; Buyer, Product Manager, Purchase Manager and Quality Manager at Onninen Oy, 1984–1998; Development Manager, Financial Manager, Financial Director at Onvest Oy, 1998– 2001, and its President, 2001-
Tulikivi Corporation share ownership: Series A shares 52 033
Tulikivi Corporation and its subsidiaries comply with the recommendations on the Corporate Governance of listed companies that were released by the Helsinki Stock Exchange, the Central Chamber of Commerce and the Finnish Confederation of Industry and Employers TT and which came into force on July 1, 2004.
The Annual General Meeting is held each year no later than by the end of June on the day set by the Board of Directors. The tasks of the Annual General Meeting are set forth in the Companies Act and the Articles of Association. According to the Articles of Association, the Board of Directors shall issue the invitation to the meeting by publishing a Notice of Meeting in a wide circulation newspaper selected by the Board of Directors no earlier than three months and no later than 17 days before the Annual General Meeting. The Notice of Meeting shall also be published as a stock exchange bulletin and on the company's Internet site.
The proposal on the composition of the Board of Directors and the name of the nominated auditor will be published once the company has been made aware of them and the candidates have given their consent to being elected.
The Board of Directors' task is to guide the company's operations such that operations in the long run yield substantial added value on the capital employed, while simultaneously taking different interest groups into consideration. The Board of Directors adheres to written rules of procedure, which describe the tasks of the Board of Directors and the Chairman of the Board as well as the planning and evaluation of the Board's activities.
The Board is responsible for the company's administration and the due organization of operations. The Board directs and supervises the company's operational management; appoints and dismisses the Managing Director; approves the company's organization model; approves the company's strategic objectives, budget, total investments and their allocation, and the reward systems employed; decides on agreements that are of far-reaching consequence and the principles of risk management; and ensures that the management system is operational. The Board of Directors ratifies the company's vision and the values that are to be followed in its operations.
The Board of Directors shall have no less than three and no more than seven members. The Annual General Meeting elects the members for terms of one year. The members of the Board of Directors of the Group's parent company also mainly serve as members of the Boards of the Group's business subsidiaries. Due to the size of the Group and the nature of its operations, the Board of Directors has determined that there is no need to form committees other than a Nomination Committee.
At Tulikivi Corporation's Annual General Meeting held on April 13, 2007, the following Board members were elected: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Maarit Toivanen-Koivisto, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. The Board of Directors elected from amongst its members Matti Virtaala as Chairman and Heikki Vauhkonen as Vice Chairman. Heikki Vauhkonen served as Vice Chairman until May 28, 2007. The Board members who are independent of the company are Bishop Ambrosius, Juhani Erma, Eero Makkonen, Maarit Toivanen-Koivisto, Reijo Vauhkonen and Matti Virtaala. The Board members who are independent of the company's major shareholders are Bishop Ambrosius, Juhani Erma, Eero Makkonen and Maarit Toivanen-Koivisto.
The annual remuneration of Board members was EUR 15 000, 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 2 033 Series A shares. 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 was paid a EUR 6 000 monthly fee, the Vice Chairman a EUR 3 000 monthly fee and the director serving as secretary to the Board of Directors a EUR 700 monthly fee.
Board members who perform non-Board assignments for the company shall be reimbursed on the basis of time rates and bills approved by the Board of Directors.
In 2007, the company's Board of Directors convened 17 times. The average participation rate of Board members in these meetings was 94 per cent.
The Managing Director attends to the day-to-day management of the company as specified in the statutes of the Companies Act and the instructions and regulations laid down by the Board of Directors. The Managing Director is responsible for line operations, the implementation of the budget, the company's financial result, the activities of his subordinates, the legality of the company's operations and accounting, the reliable organization of funding and keeping the Board of Directors fully informed of the company's situation and operating environment. A written agreement on the terms and conditions of the Managing Director's employment is drafted with his participation and then approved by the Board of Directors.
The company's Managing Director was Juha Sivonen until May 28, 2007. Heikki Vauhkonen has served as Managing Director since May 28, 2007.
The Managing Director's period of notice is three months.
If the company terminates his employment contract, the period of notice is 12 months. The salaries of the Managing Directors, including bonuses, amounted to EUR 200 586. In addition to his statutory pension, supplementary pension plans entitle the Managing Director to retire at the age of 60.
In the management and planning of line operations, the Managing Director is assisted by the Management Group, whose members are the directors of the business areas, the Corporate Communications Director and the Financing Director.
Tulikivi has had a reward system whose principles have been applied not only to the company's Managing Director and members of the Management Group, but also to all salaried and non-salaried employees. The payment of rewards hinges on surpassing the previous year's financial result. The criteria and recipients of the rewards are decided annually by the company's Board of Directors.
Tulikivi Corporation complies with the Guidelines for Insiders of the Helsinki Stock Exchange, which came into force on January 1, 2006. The Board has defined the organization and procedures applicable to Tulikivi's insider administration. The company's insider register is maintained by Finnish Central Securities Depository Ltd.
The Board of Directors sees to it that the company has defined operating principles for internal auditing and that the company monitors the effectiveness of supervision. The company's internal audit, covering the areas determined by the Board of Directors, is handled by the external auditors KPMG Oy Ab. Risk management is part of the supervision system. The company has defined risk management principles. The company assesses risks at regular intervals. On the basis of these assessments, the Board of Directors and the Managing Director decide on what measures are necessary.
The auditor is elected at the Annual General Meeting for a term ending at the conclusion of the subsequent Annual General Meeting. The auditor proposed by the Board of Directors is reported in the Notice of Meeting, if known at that time, or separately after the actual Notice has been sent. Until April 13, 2007, the auditor was PricewaterhouseCoopers Oy, Authorized Public Accountants, after which date the auditor has been KPMG Oy Ab, Authorized Public Accountants.
In 2007, the auditing firms were paid a total of EUR 104 933 in salaries and fees by the Group, of which the audit accounted for EUR 80 163.
Tulikivi's environmental strategy is geared towards systematic progress in environmental efforts in specified subareas. Key issues in the management of Tulikivi's environmental policy are guiding production processes such that stone is used with optimal efficiency, meeting legislative requirements in mining operations and forecasting product-related emission norms as a subarea of effective product design.
Key information about the company's administration is published on the Tulikivi Group's Internet site (www.tulikivi.com). The company's stock exchange bulletins are posted on the site immediately after their publication.
HEIKKI VAUHKONEN, (b. 1970)
LLB and BBA. Managing Director since June 2007. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Positions of trust: Member of the Board of Directors of Tulikivi Corporation since 2001. Chairman of the Board of Stone Pole Oy.
Primary work experience: Vice President of Tulikivi U.S. Inc, 1997–2001; Tulikivi Corporation: Marketing Director of the Fireplace Business, 2002–2007.
Series K shares 2 957 000 Series A shares 42 739
M.Sc. (Civil Eng.). Director of the Fireplace Business. Member of the Management Group since 1987. Has worked for Tulikivi since 1987.
Positions of trust: Chairman of the Board of Directors of North Karelia's Enterprise Agency. Board Member of the Finnish Natural Stone Association.
Primary work experience: Development engineer at Suomen Vuolukivi Oy, 1987–1988, sales engineer, 1988– 1989 and Production Manager, 1989-1990; Project Manager at The New Alberene Stone Co Virginia USA, 1991, and President, 1992; Production Manager at Tulikivi Oy, 1993–1996; Product Manager at Exel Oy, 1997; Marketing Director at Tulikivi Corporation, 1998–1999, Business Unit Manager, 2000-2001, Managing Director, 2001–2007, Director of the Fireplace Business, 2007-.
Tulikivi Corporation share ownership: Series K shares 100 000
D.Sc. (Tech.), M.Sc. (Eng.). Director of the Natural Stone Products Business. Member of the Management Group since 1995. Has worked for Tulikivi since 1993.
Positions of trust: No other positions of trust.
Primary work experience: Accounting Assistant 1993- 1994, Accounting Manager, 1995-1997, Financial Manager, 1997–1999 at Tulikivi Corporation; Manager, operational accounting and management systems for the Tulikivi Group, 1999–2001; Tulikivi Group's Financial Director, 2001-2007; and Director of the Natural Stone Products Business, 2003–.
MBA, Marketing Certificate from The Institute of Marketing, business college degree. Director, Utility Ceramics. Member of the Management Group since 2007. Has worked for Kermansavi Oy and its subsidiaries since 1988 and, after the acquisition, for the Tulikivi Group since 2006.
Positions of trust: No other positions of trust.
Primary work experience: Marketing Manager at Kermacos Oy, 1992-1998; Sales Manager, 1999-2000, and Sales Director, 2000-2006, at Kermansavi Oy; Sales Manager, Tableware, 2006-2007, and Director, Utility Ceramics, for the Tulikivi Group, 2007-.
No share ownership of Tulikivi Corporation
M.A., Communication management training at The Institute of Marketing. Corporate Communications Director. Member of the Management Group since 2001. Has worked for Tulikivi since 1997.
Positions of trust: Board Member of the Family Business Network Finland and Chairman of its PR work group.
Primary work experience: PR for Wärtsilä Diesel Oy, 1995–1997; PR for Tulikivi Corporation, 1998: PR and Communications Manager at Tulikivi U.S. Inc., 1998 – 2001; Communications Director at Tulikivi Corporation, 2001–.
Tulikivi Corporation share ownership: Series K shares 500
M.Sc. (Econ.), MBA. Financing Director. Member of the Management Group since 1984. Has worked for Tulikivi since 1984.
Positions of trust: Board Member of the Finnish Stone Research Foundation.
Primary work experience: Office Manager at accounting firm Tietokate Oy, 1979–1982; Office Manager at Juuan Tili- ja kiinteistötoimisto (accounting and real-estate firm), 1982–1984; Financial Director for Tulikivi Corporation and the Tulikivi Group, 1984–2001; Financing Director for the Tulikivi Group, 2001–.
Tulikivi Corporation share ownership: Series A shares 65 620
The members of the Management Group from left to right: Heikki Vauhkonen, Juha Sivonen, Anu Vauhkonen, Jouko Toivanen, Arja Lehikoinen and Mirja Vänttinen.
The Annual General Meeting of Tulikivi Corporation will be held in the Kivikylä auditorium in Nunnanlahti, Juuka, on April 17, 2008, starting at 12:00. Financial statement documents will be available for inspection at the company's Internet site and head office in Nunnanlahti as from March 17, 2008. 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 7, 2008 at the latest has been registered in the company's shareholder list that is maintained by Finnish Central Securities Depository Ltd. Shareholders who wish to attend the Annual General Meeting must notify the company thereof by April 7, 2008, either by telephoning Kaisa Toivanen at +358 207 636 251, by emailing kaisa. [email protected] or by writing to the address Tulikivi Corporation / Annual General Meeting, FI-83900 Juuka.
The Board of Directors proposes to the Annual General Meeting that the following dividends be paid for the fiscal year 2007:
On Series A shares EUR 0.0450/share
On Series K shares EUR 0.0433/share
Dividends decided by the Annual General Meeting will be paid on shares that have been recorded on the record date in the shareholder list that is maintained by Finnish Central Securities Depository Ltd. The record date for the dividend payout is April 22, 2008. The Board of Directors proposes to the Annual General Meeting that the dividend payout date be April 29, 2008.
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 2008:
| Financial statement bulletin for 2007 | February 6, 2008 |
|---|---|
| Annual Report for 2007 | week 12 |
| Interim Report for January-March | April 17, 2008 |
| Interim Report for January-June | July 22, 2008 |
| Interim Report for January-September | October 21, 2008 |
The Annual Report, Interim Reports and the company's stock exchange bulletins are published in Finnish and English.
The Annual Report is mailed to all shareholders. Financial reports are posted on the company's site, www.tulikivi.com, on their day of publication. Reports may also be ordered by emailing [email protected], by writing to the address Tulikivi Corporation / Financial Reports, FI-83900 Juuka, or by telephoning +358 207 636 254. If you have questions concerning investor relations, please contact the company's Financing Director Arja Lehikoinen at tel. +358 207 636 260.
Analysts following Tulikivi Corporation: Antti Koskivuori / Evli Equity Research, tel. +358 9 4766 9773, [email protected]; Jonas Spohr / Glitnir, tel. +358 9 6134 6508, [email protected] and Matias Rautionmaa / Pohjola Bank, tel. +358 10 252 4408, [email protected].
| January 31 | Invitation to Tulikivi Corporation's press | May 3 | Vibrant Neilikka kitchenware comes |
|---|---|---|---|
| conference | with Sikke Sumari recipes | ||
| February 7 | Financial statement bulletin, January December/2006 |
May 3 | Vibrant Neilikka for the young and young at heart |
| February 8 | Production of the Heinä service to | May 21 | Online Tulikivi Shop now open |
| cease at the end of 2007 | May 28 | Heikki Vauhkonen appointed as | |
| February 8 | Fully guaranteed Sahrami casserole | managing director for Tulikivi | |
| dishes to spice up your kitchen | Corporation | ||
| February 9 | Marble mosaics in all the latest colors | June 4 | Kermansavi utility ceramics comply with |
| February 15 | Honorable mention for Tulikivi | product safety regulations | |
| at the Fennia Prize design competition | June 29 | Kermansavi Oy to merge with | |
| February 26 | Tulikivi begins codetermination | parent company | |
| negotiations | July 20 | Interim Report, January-June/2007 | |
| February 27 | Tulikivi Corporation's Annual Summary | August 1 | Scented candles glow in Oliivi bowls |
| 2006 | August 29 | Announcement of an absorption merger | |
| March 5 | Oliivi – now in classic black | to Tulikivi Corporation's shareholders | |
| March 5 | Oliivi latte mug for a stylish and relaxing | August 29 | JAUR steel accessory range to |
| coffee break | complement Tulikivi fireplaces | ||
| March 5 | Oliivi in this spring's in colors: brown, | September 18 Tulikivi Corporation starts | |
| rose and turquoise | codetermination negotiations | ||
| March 12 | Tulikivi Corporation defeats NunnaUuni | October 2 | Tulikivi Corporation's earnings outlook |
| Oy in the Market Court | October 11 | Tulikivi Corporation concludes | |
| March 21 | Annual Report | codetermination negotiations | |
| March 21 | Summons to the Annual General | October 18 | New Neilikka elements: teapot and jug |
| Meeting of Tulikivi Corporation | October 22 | Interim Report, January | |
| April 13 | Resolutions of the Annual General | September/2007 | |
| Meeting of Tulikivi Corporation and | October 25 | Tulikivi Corporation wants to reduce | |
| organization of the Board | fine particle emissions from wood | ||
| April 13 | Tulikivi Corporation's Annual General | burning – Finland should become a | |
| Meeting held on April 13, 2007: | model example of fireplace technology | ||
| Managing Director Juha Sivonen | October 31 | Tulikivi Group expands codetermination | |
| presents the market outlook for the | negotiations | ||
| spring | November 9 | Tulikivi Corporation's general meeting | |
| April 13 | New Member of the Tulikivi Board: | and financial releases in 2008 | |
| Maarit Toivanen-Koivisto | |||
| April 20 | Interim report, January-March/2007 |
| Board of Directors' Report | 25-28 |
|---|---|
| Consolidated Financial Statements, IFRS | 29 |
| Consolidated Income Statement | 29 |
| Consolidated Balance Sheet | 30 |
| Consolidated Cash Flow Statement | 31 |
| Statement of Changes in Shareholders' Equity | 32 |
| Notes to the Consolidated | |
| Financial Statements | 33-60 |
| Key Financial Indicators | 61-62 |
| Calculation of Key Ratios | 63 |
| Parent Company Financial Statements, FAS | 64 |
| Parent Company Income Statement | 64 |
| Parent Company Balance Sheet | 65 |
| Parent Company Cash Flow Statement | 66 |
| Notes to the Parent Company | |
| Financial Statements | 67-72 |
| Shares and Shareholders of Tulikivi Corporation | 73 |
| Signatures to Report of the Board and | |
| Financial Statements | 74 |
| Auditors' Report | 74 |
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, 2007.
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.
Consolidated profit before taxes was EUR 0.2 (7.8) million. Profit for the year was EUR 0.4 million. The Group´s return on investment was 2.5 (21.7) per cent. Earnings per share amounted to EUR 0.01 (0.16).
The Group's financial position remained good. Cash flow from operating activities before investments amounted to EUR 2.5 (12.0) million. Current ratio was 1.6 (1.5). The equity ratio was 43.9 (46.2) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 64.7 (40.9) per cent. Equity per share amounted to EUR 0.74 (0.83). Finance income during the reporting period amounted to EUR 0.2 million and financial expenses to EUR 1.0 million.
The Group's investments totaled EUR 5.7 (24.1) million. The major investments during the reporting period were assigned for production and quarrying machines, opening new quarries and introduction of new distribution channel.
R&D expenditure totalled EUR 1.6 (1.8) million which is in comparison to sales 2.3 (2.2) per cent. In development activities the focus was on developing combustion techniques for fireplaces. The soapstone reserves were explored in addition to Finland also in the Russian part of Karelia.
The Group employed an average of 682 people during the reporting period (2006: 664; 2005: 514)) and at the end of the reporting period 693 (765; 537). Of the personnel, 549 (621; 467) were employed by Fireplaces, 54 (54;50) by Natural Stone Products and 90 (90;20) by Other Operations. 97.3 per cent of the employment relationships were permanent and 2.7 per cent temporary. Salaries and bonuses during the financial year totalled EUR 21.2 (22.3; 16.7) million. No bonuses will be paid on the consolidated result for 2007 (the bonuses for 2006 Occupational safety has developed well. The number of work accidents per one hundred thousand working hours was 0.04 (0,06; 01).
The number of personnel was adjusted to meet the group´s objectives. As a result for the co-operation negotiations which ended in January 2008 67 persons were terminated and 26 persons were laid off until further notice. A provision for restructuring costs amounting to EUR 0.7 million was recognised in the financial statements.
At Tulikivi Corporation's Annual General Meeting held on April 13, 2007, the following members were elected to the Board of Directors: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Maarit Toivanen-Koivisto, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. From amongst its members, the Board of Directors elected Matti Virtaala chairman.
Juha Sivonen acted as managing director for Tulikivi Corporation until May 28, 2007 when he was preceded by Heikki Vauhkonen. The firm of authorized public accountants KPMG Oy Ab is the company's auditor.
There have been no changes in Tulikivi Corporation´s share capital in 2007. Tulikivi Corporation´s share capital entered in the Trade Register amounted to EUR 6 314 474.90 on December 31,2007. 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 for the dividend paid for Series A shares shall be 0.0017 EUR higher than the dividend paid on Series K shares. Each Series K shares confers 10 votes at a general meeting, while each Series A shares confers one vote. The Series A share is listed on the OMX Nordic Exchange in Helsinki and its trading code is TULAV.
The Board of Directors has an authorisation to acquire the company's own shares. A maximum of 2 760 397 Series A shares in the company and 954 000 Series K shares in the company can be bought back. The authorization is valid until the Annual General Meeting 2008. The company did not own any of its own shares on the closing date.
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 2008.
The articles of association for Tulikivi Corporation were changed so that they are in accordance with the new Companies Act based on the decision made by the Annual General Meeting held on April 13, 2007.
During the reporting period, 5.4 million shares were traded, with the value of share turnover being EUR 14.5 million. The highest rating for the share was EUR 3.75 and the lowest was EUR 1.53. The closing rate for the period was EUR 1.56.
| EUR 1 000 | Note | Jan. 1 - Dec. 31, 2007 | Jan. 1 - Dec. 31, 2006 |
|---|---|---|---|
| Sales | 2 | 69 887 | 82 149 |
| Other operating income | 4 | 590 | 601 |
| Increase/decrease in inventories of finished goods and in work in progress | 2 086 | -331 | |
| Production for own use | 1 085 | 970 | |
| Raw materials and consumables | 14 237 | 14 363 | |
| External services | 11 059 | 10 502 | |
| Personnel expenses | 5 | 27 054 | 28 745 |
| Depreciation and amortisation | 6 | 5 650 | 5 201 |
| Other operating expenses | 7 | 14 683 | 16 348 |
| Operating profit | 965 | 8 230 | |
| Financial income | 8 | 234 | 207 |
| Financial expenses | 9 | - 1 039 | -635 |
| Share of loss (-) / profit (+) of associates | 0 | -2 | |
| Profit before income tax | 160 | 7 800 | |
| Income taxes expense | 10 | -201 | 2 075 |
| Profit for the year | 361 | 5 725 | |
| Calculated from profit attributable to the equity holders of the parent company | |||
| earnings per share, EUR | |||
| basic/diluted | 11 | 0.01 | 0.16 |
| EUR 1 000 | Note | Dec. 31, 2007 | Dec. 31, 2006 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 12 | 23 755 | 24 827 |
| Goodwill | 13 | 4 266 | 4 266 |
| Other intangible assets | 13 | 11 140 | 10 564 |
| Investment properties | 14 | 229 | 234 |
| Other financial assets | 15, 16 | 57 | 63 |
| Deferred tax assets | 17 | 996 | 586 |
| Total non-current assets | 40 443 | 40 540 | |
| Current assets | |||
| Inventories | 18 | 12 660 | 10 611 |
| Trade and other receivables | 19 | 5 862 | 10 410 |
| Current income tax receivables | 19 | 64 | 34 |
| Cash and cash equivalents | 20 | 3 765 | 4 913 |
| Total current assets | 22 351 | 25 968 | |
| Total assets | 62 794 | 66 508 | |
| Equity and liabilities | |||
| Capital and reserves attributable to equity holders of the Company | |||
| Share capital | 21 | 6 314 | 6 314 |
| Share premium | 7 334 | 7 334 | |
| Translation differences | 21 | -70 | -13 |
| Retained earnings | 13 993 | 17 076 | |
| Total equity | 27 571 | 30 711 | |
| Non-current liabilities | |||
| Deferred income tax liabilities | 17 | 2 252 | 3 144 |
| Provisions | 24 | 859 | 792 |
| Interest-bearing liabilities | 25 | 17 751 | 14 739 |
| Other liabilities | 26 | 347 | 347 |
| Total non-current liabilities | 21 209 | 19 022 | |
| Current liabilities | |||
| Trade and other payables | 26 | 9 389 | 13 660 |
| Current income tax liabilities | 77 | 391 | |
| Provisions | 24 | 687 | 0 |
| Short-term interest-bearing liabilities | 25 | 3 861 | 2 724 |
| Total current liabilities | 14 014 | 16 775 | |
| Total liabilities | 35 223 | 35 797 | |
| Total equity and liabilities | 62 794 | 66 508 |
| EUR 1 000 | Note | Jan. 1 - Dec. 31, 2007 | Jan. 1 - Dec. 31, 2006 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit for the period | 361 | 5 725 | |
| Adjustments: | |||
| Non-cash transactions | 29 | 5 520 | 5 032 |
| Interest expense and finance costs | 1 040 | 635 | |
| Interest income | -224 | -196 | |
| Dividend income | -10 | -5 | |
| Income taxes | 10 | -201 | 2 075 |
| Changes in working capital: | |||
| Change in trade and other receivables | 3 430 | 113 | |
| Change in inventories | -2 048 | -772 | |
| Change in trade and other payables | -3 929 | 1 223 | |
| Change in provisions | 746 | 240 | |
| Interest paid | -899 | -491 | |
| Interest received | 156 | 110 | |
| Dividends received | 10 | 5 | |
| Income tax paid | -1 434 | -1 741 | |
| Net cash flow from operating activities | 2 518 | 11 953 | |
| Cash flows from investing activities | |||
| Acquisition of subsidiary, net of cash acquired | -10 | -10 989 | |
| Purchases of property, plant and equipment (PPE) | -3 966 | -7 922 | |
| Grants received for PPE | 1 077 | 278 | |
| Purchases of intangible assets | -1 707 | -2 181 | |
| Grants received for intangible assets | 185 | 359 | |
| Proceeds from sale of PPE | 121 | 234 | |
| Disposals of other financial assets | 0 | 149 | |
| Net cash flow from investing activities | -4 300 | -20 072 | |
| Cash flows from financing activities | |||
| Proceeds from short-term borrowings | 1 836 | ||
| Proceeds from long-term borrowings | 6 704 | 15 350 | |
| Repayments of borrowings | -4 391 | -3 828 | |
| Dividends paid | -3 459 | -2 608 | |
| Net cash flow from financing activities | 690 | 8 914 | |
| Net decrease (-) / increase (+) in cash and cash equivalents | -1 092 | 795 | |
| Cash and cash equivalents at the beginning of the year | 4 913 | 4 141 | |
| Exchange gains (+) / losses (-) | -56 | -23 | |
| Cash and cash equivalents at the end of the year | 20 | 3 765 | 4 913 |
| Attributable to equity holders of the Company |
Share capital | Share premium fund |
Translation differences | Retained earnings |
Total equity |
|---|---|---|---|---|---|
| EUR 1 000 | |||||
| Equity | |||||
| Balance at January 1, 2006 | 6 192 | 5 351 | 31 | 13 943 | 25 517 |
| Translation differences | -44 | -44 | |||
| Issue of shares | 122 | 1 983 | 2 105 | ||
| Charitable contribution | -62 | -62 | |||
| Profit for the year | 5 725 | 5 725 | |||
| Dividends paid | -2 530 | -2 530 | |||
| Balance at December 31, 2006 | 6 314 | 7 334 | -13 | 17 076 | 30 711 |
| Translation differences | -57 | -57 | |||
| Charitable contribution | -124 | -124 | |||
| Profit for the year | 361 | 361 | |||
| Dividends paid | -3 320 | -3 320 | |||
| Balance at December 31, 2007 | 6 314 | 7 334 | -70 | 13 993 | 27 571 |
The parent company is Tulikivi Corporation and it is domiciled in Juuka. Its registered address is 83900 Juuka.
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's business is divided into three business segments: Fireplaces, Natural Stone Products and Other Operations. The Fireplaces Business comprises soapstone quarrying, production of soapstone fireplaces and ceramic fireplaces, design, sales and marketing. Its products are Tulikivi soapstone fireplaces, Kermansavi ceramic fireplaces and stone lining for heaters. The Natural Stone Products Business comprises household interior stone products and deliveries of stone to construction sites, and purchases, sales and marketing of natural stone. Other Operations includes expenses that are not allocated to the Group's business functions, tax and financial expenses, as well as sails of ceramic utensils and the expenses of this business. Soap stone fireplaces and other natural stone products are sold under Tulikivi brand, ceramic fireplaces and utensils under Kermansavi brand.
Tulikivi Corporation's Board of Directors has approved these financial statements for publication at its meeting held on February 6, 2008. Under the Finnish Companies Act, shareholders may approve or reject the financial statements at the Annual General Meeting held after publication. The Annual General Meeting may also revise 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, 2007. The term IFRS refers to the standards and interpretations that are approved for adoptation 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 have been prepared under the historical cost convention except for financial assets and liabilities carried at fair value through profit or loss. The consolidated financial statements are presented in thousands of euros.
The group has adopted the following standards and amendments and interpretations beginning on or after January 1, 2007.
IFRS 7, Financial instruments: Disclosures requires disclosures about both the significance of financial instruments for an entity's financial position and performance, and for the nature and extent of the risks arising from financial instruments. The standard has expanded the information disclosed in the notes to the annual consolidated financial statements (new disclosures mainly relate to sensitivity analyses).
IAS 1 (Amendment) Presentation of Financial Statements – Capital disclosures.
The Amendment to IAS 1 requires disclosures on the level of an entity's capital and its capital management during the period. The provisions have extended the notes to the annual consolidated financial statements.
IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflatory Economies. The interpretation has not had an impact on the consolidated financial statements.
IFRIC 8 Scope of IFRS 2 Share-based Payment. IFRIC 8 is applied to transactions where equity instruments are granted and the identifiable consideration received appears to be less than the fair value of the equity instruments granted. The Group has not had arrangements in the scope of the interpretation in the period ended or in the previous periods.
IFRIC 9 Reassessment of Embedded Derivatives. IFRIC 9 requires that the separation of an embedded derivative may not be reassessed unless there is a change in the terms of the contract which would significantly modify the original cash flows required under the contract. The adoption of the interpretation has not affected the consolidated financial statements.
IFRIC 10 Interim Financial Reporting and Impairment. The interpretation prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill, investments in equity instruments classified as available for sale, and unquoted equity instruments carried at cost at a subsequent balance sheet date. The interpretation has not had an impact on the consolidated financial statements.
Tulikivi has not early adopted the following new standards, amendments or interpretations to existing standards published before December 31, 2007.
IFRS 8, Operating Segments (effective January 1, 2009)
IAS 1 Presentation of Financial Statements (revised) (effective from January 1, 2009)
IAS 23 Borrowing Costs (revised) (effective from January 1, 2009)
IAS 27 Consolidated and Separate Financial Statements (revised) (effective from July 1, 2009)
IFRS 3 Business Combinations (revised) (effective from July 1, 2009)
IFRIC 11, IFRS 2 – Group and Treasure Share Transactions (effective March 1, 2007)
IFRIC 12, Service Concession Arrangements (effective January 1, 2008 )
IFRIC 13, Customers Loyalty Programmes (effective July 1, 2009)
IFRIC 14, IAS 19 The Limit and Defined Benefit Assets, Minimum Funding Requirements and their Interaction (effective January 1, 2008)
Management estimates that the above new standards, amendments and interpretations to existing standards will not have an effect on the 2008 financial statements.
In 2009 the Group will adopt IFRS 8 Operating Segments issued in 2006. The Group is assessing the impacts of the standard on the consolidated financial statements. In 2009 the Group will also adopt the revised IAS 1 Presentation of Financial Statements, which will affect the presentation of the consolidated financial statements and revised IFRS 3 Business Combinations which will impact the accounting treatment of business combinations in annual financial statements beginning on or after July 1, 2009.
The preparation of the consolidated financial statements in conformity with IFRS requires the management use of certain estimates and exercise of judgment in the process of applying the Group's accounting policies. Information about the areas where the management has exercised judgment in the application of the Group accounting principles is presented under "Critical Accounting Judgments in applying the Entity's Accounting Principles".
The consolidated financial statements include the parent company Tulikivi Corporation and all its subsidiaries. Subsidiaries are companies, over which the Group has control. All subsidiaries are fully owned by Tulikivi Corporation.
Intragroup share holdings are eliminated according to the purchase method. Subsidiaries are consolidated from the date on which control is transferred to the Group. 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.
Associated companies are all entities over which the Group has significant influence. Significant influence is realized 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 the associated company's result exceeds the book value, the investment is recognized in the balance sheet to zero value and the exceeding losses are not recognized unless the Group has incurred obligations or made payments on behalf of the associate company.
The results and financial positions of subsidiaries are measured using the currency of the primary economic environment in which the entity operates. 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 functional currency using the exchange rates 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 balance sheet date. Non-monetary items are translated into functional currency at the exchange rates prevailing at the transaction date. Exchange differences of transactions in foreign currencies and translation of monetary items are recognized in the income statement. Exchange differences resulting from operations are recognized in the income statement as part of the operating profit. Gains or losses arising from loans and cash in bank are presented in the income statement within financial income and expense.
The income statements of subsidiaries are translated to euro using the average exchange rates for the year and the balance sheets are translated using the exchange rates at the balance sheet date. Exchange differences arising from the translation of the income statement and the balance sheet with different exchange rates results in translation difference that is recognized in equity. Translation differences arising from the elimination of the acquisition cost of foreign subsidiaries and the accumulated equity are recognized in equity. Translation differences that have arisen before January 1, 2004 which was the date of transition to IFRS, were recognized in retained earnings on transition to IFRS according to the exemption of IFRS 1. Translation differences arising after January 1, 2004 are presented in equity as separate item.
Tangible assets are measured in the balance sheet at cost less accumulated depreciation and impairment charges.
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. Otherwise subsequent costs are included in the book value 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 has been 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 to10 years |
| Motor vehicles | 5 to 8 years |
| Other property, plant and equipment | 3 to 5 years |
The acquisition cost of the equipment is amortised by 25 per cent outlay residue write-offs. Investment property buildings have a depreciation period of 10 to 20 years.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Gains and losses on disposal of property, plant and equipment are included in either other operating income or expenses.
Borrowing costs are expensed as occurred.
Government and other public grants 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 recognized in the income statement during the useful life of the asset in the form of lower depreciation on the asset in question. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. Government grants are presented within other operating income.
Investment properties are properties held in order to obtain rental revenues or capital appreciation. Investment properties are valued at cost less accumulated depreciation.
Goodwill represents the excess of the cost of the business combination over the Group's share in the net fair value of the identifiable assets, liabilities and contingent liabilities at the date of acquisition. Goodwill arising from acquisitions before January 1, 2004 represents the carrying amount of goodwill at the date of transition to IFRS based on the previous accounting principles.
Goodwill is not amortised but tested annually for impairment. For this purpose the goodwill has been allocated to cash generating units. The goodwill is valued at historical cost less impairment.
Research costs are recognized as expenses in the income statement are capitalised. Development costs arising from planning of new or improved products are capitalized as intangible assets in the balance sheet when the entity can demonstrate the technological and commercial feasibility of the product. 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.
Amortisations of an asset are started when the asset is available for use. Assets not available for use are annually tested for impairment. After initial recognition, intangible assets shall be carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful life of the capitalized development costs is 5 to 10 years during which the capitalized assets are recognized as expenses 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 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 assets are amortised between 5 – 10 years. Exploration and evaluation the assets are classified as a separate intangible asset until technical feasibility and commercial viability is demonstrable. Afterwards the exploration and evaluation assets are classified to other intangible assets. The Exploration and evaluation activities start when the Ministry of Employment and the Economy (before the Ministry of Trade and Industry) has granted a right of appropriation.
Intangible assets should be 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 the entity.
Costs arising from establishing the 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. The amortisation of the quarrying areas is started when the quarry is ready for production use and amortisation is recodnised over its useful life using the unit of production method. The amortisation ofof construction expenses of roads and dams is started in the construction year.
Intangible assets with a finite useful life are amortised over their useful live using the straight-line method. Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
| Amortisation periods of intangible assets are as follows: | |||
|---|---|---|---|
| Patents | 5 to 10 years | ||
| Development costs | 5 to 10 years | ||
| Distribution channel | 10 years | ||
| Mineral resource exploration and | |||
| evaluation costs | 5 to 10 years | ||
| Quarrying areas | unit of production method | ||
| Quarrying area roads and dams | 5 years | ||
| Computer Software | 3 to 5 years | ||
| Others | 5 years |
Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.
The useful live of trademarks related to Fireplaces Business –segment and to Other Operations -segment has been assessed to be indefinite, because there is no foreseeable limit to the period which these assets are expected to generate net cash inflows.
Inventories are valued at cost or at lower probable 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 finished goods and work in progress consists of raw materials, direct labor, other direct costs and related variable and fixed production overheads 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 estimated costs of completion and the estimated selling expenses.
The leases of the Group are agreements under which substantially all the risks and rewards incident to the leased assets is 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.
Assets leased out by the Group are leased under operating leases. The assets are included in property, plant and equipment or investment property in the balance sheet. They are depreciated over their economic useful lives consistent with the Group's normal depreciation policy. Part of the leased assets are subleased. Lease income from operating leases is recognized in income on a straight-line basis over the lease term.
It is assessed 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 and intangible assets in progress. Mineral resource exploration and evaluation assets are tested always before a change in classification of the assets in question. For the purpose of assessing impairment assets are grouped at the lowest levels for which there are separately identifiable cashgenerating units with separately identifiable cash flows.
The recoverable amount is defined as the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or 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 discount rate.
An impairment loss is recognized when the carrying amount exceeds the recoverable amount. The impairment loss is immediately recognized in the income statement. If an impairment loss is allocated to a cash-generating unit, it is first recognised as deduction of the goodwill allocated to the unit and then on pro-rata basis to unit's other assets. By recognition of impairment loss the useful life of the asset to be depreciated is reassessed. For other assets except goodwill, impairment loss is reversed in case there is a change in those estimates that were used when recoverable amount of the assets 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 of goodwill is not reversed under any conditions.
Pension obligations are classified as defined benefit plans and 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 fill these conditions are defined benefit plans. The contributions made to defined contribution plans are recognised in the income statement in the period, which they are due. Group's pension plans are defined contribution plans.
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.
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 has been announced publicly. 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 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.
Tax expense is the aggregate amount included in the determination of profit and loss for the period in respect of current tax and deferred tax. The tax effects of items recognised directly in equity are recognised in equity correspondingly. 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. Current tax is adjusted by possible tax items related to previous periods.
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 initial recognition of an asset or liability in a transaction other than business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred taxes are not recognised related to goodwill that is not tax deductible. Deferred taxes are not recognised for the part of temporary difference related to subsidiaries' retained earnings that is not estimated to be reversed in foreseeable future. Most significant temporary differences arise from depreciation of property, measuring derivatives at fair value, tax losses carried forward and fair value measurement associated to acquisitions. Deferred tax is determined using tax rates that have been enacted by the balance sheet date. 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.
Revenue includes the consideration received from sale of goods and services the considerations received for sales measured at fair value adjusted with indirect taxes, rebates, and translation differences from sales in foreign currency.
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 contract. Revenue from installing and services is recognised in the period when the service is rendered. Lease revenue is recognised on a straight-line basis over the lease term.
The Group did not have any construction contract revenues in 2007 and 2006.
Interest income is recognized according to the effective interest rate method and dividends when the right to the dividend is arisen.
The Group classifies its financial assets in the following categories in accordance with IAS 39 Financial Instruments: Recognition and Measurement: financial assets measured at fair value through profit or loss, loans and other 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 acquisition. 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 assets in the latter group are managed based on fair values.
The financial assets measured at fair value through profit or loss include the financial assets held for trading. The financial assets held for trading due for settlement within twelve months are acquired in order to achieve short-term market gains and are included in the current assets. The items are measured at fair value. Unrealized and realized gains and losses from changes in fair value are recognized in the income statement in the active period.
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 held for trading. Loans and receivables are carried at amortized cost using the effective interest rate 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.
The financial assets available for sale are non-derivative financial assets, that are specifically defined to this group of assets or that are not classified into any other category. They are recognized as non-current assets in the balance sheet 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 investments. Available-for-sale financial assets are carried at fair value, or when the fair value can not be measured reliably, at cost. Changes in the fair value of investments classified as available for sale are recognised in fair value reserve in equity deducted by tax effect. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as gains and losses from available-for-sale financial assets.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Credit accounts are included in current interest-bearing liabilities and are presented as a net amount, because the Group has a contractual right to set-off or in other ways settle the amount to be paid to the creditor either partly or as a whole on a net basis. Other credit limits in use are included in current interestbearing liabilities.
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.
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 liabilities are initially recognized at fair value on the basis of the consideration received. Subsequently, all financial liabilities are measured at amortized cost using the effective interest rate method. Financial liabilities may comprise of current and non-current, and interestbearing and non-interest-bearing items.
The principles applied in determination of fair values of all financial assets and financial liabilities are presented in note 28.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. If any such evidence exists, the cumulative loss previously recognized in profit or loss is removed from equity and recognized through the income statement.
The group recognises an impairment loss when there is objective evidence that the trade 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 the 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 shall be reversed through the income statement.
The Group has entered into interest rate swap contracts. The hedge accounting, as set out in IAS 39, is not applied in the Group. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured their fair value. Changes in the fair value of derivatives are recognized directly to the financial income and expenses. The fair values of the derivatives are disclosed in the balance sheet in the current receivables or liabilities depending of its positive or negative value. The fair values of derivatives are presented in note 31.
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 net sales are added by other operating income, deducted by costs of goods sold 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 operations, otherwise they are recognised in the financial items.
In preparing the consolidated financial statements critical assumptions and judgments 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 balance sheet 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 underlying factors regularly in cooperation with business units by using various, both internal and external sources of information. Possible changes in the estimates and assumptions are recognized as expenses during the period they occurred and during the periods following.
The estimates of the future and assumptions 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 outlined below:
The Group has used external advisor in valuation of fair values of tangible and intangible assets in significant business combinations. For tangible assets' part comparisons have been made to comparable assets taking into account the decrease in value due to age, wearing and other corresponding factors. For all assets it has not been possible to use market values. In these cases the valuation has been based to historical cost from which the estimated decrease in value due to age, wearing and other corresponding factors has been deducted. The determination of the fair value of intangible assets is based on the estimates on the cash flows related to the assets. Further information on the valuation of intangibles acquired as part of business combination is presented in the Note 3. The Group has not undertaken any business combinations during the financial year 2007.
The Group tests goodwill and intangible assets under progress annually for potential impairment and estimates the indicators of impairment according to the abovementioned accounting policies. In addition, for mineral resource exploration and evaluation assets' part impairment tests are performed when the classification of the assets changes.The recoverable amounts of cash generating units are assessed based on their value in use. The assessment of these values requires the use of estimates.
Further information on the sensitivity of the recoverable amount to the changes in the assumptions used is in Note 13.3.
Segment information is presented for the group's business segments and geographical segments. The Group's primary reporting format is business segments. Business segments are based on the Group's internal organisational structure and internal financial reporting. Segments' assets and liabilities are operative items, which are used in segment operations and can be reasonably allocated to segments. Other operations includes expenses that are not allocated to the Group's business functions, tax and financial expenses as well as net sales of ceramic utensils and the expenses of this business. Capital expenditure consists of additions to tangible and intangible assets, that are used in more than one financial period.
| Business segments | ||||
|---|---|---|---|---|
| Fireplaces business | ||||
| Natural stone products business | ||||
| Other operations | ||||
| Geographical segments | ||||
| Finland | ||||
| Rest of Europe | ||||
| USA | ||||
| 2.1. Business segments 2007 |
Fireplaces business | Natural stone products business |
Other operations | Group |
| Sales | 59 662 | 7 404 | 2 821 | 69 887 |
| Operating profit | 4 433 | 365 | -3 833 | 965 |
| Finance income/expense, share of profit of associates and income taxes | -604 | -604 | ||
| Profit for the year | 361 | |||
| Assets by segment | 47 830 | 5 463 | 9 501 | 62 794 |
| Liabilities by segment | 8 783 | 934 | 25 506 | 35 223 |
| Capital expenditure | 4 154 | 421 | 611 | 5 186 |
| Depreciation and amortisation expenses | 4 829 | 277 | 544 | 5 650 |
| 2.2. Business segments 2006 |
Fireplaces business | Natural stone products business |
Other operations | Group |
| Sales | 72 021 | 7 317 | 2 811 | 82 149 |
| Operating profit | 11 019 | 344 | -3 133 | 8 230 |
| Finance income/expense, share of profit of associates and income taxes | -2 505 | -2 505 | ||
| Profit for the year | 5 725 | |||
| Assets by segment | 50 268 | 5 500 | 10 740 | 66 508 |
| Liabilities by segment | 12 343 | 727 | 22 727 | 35 797 |
| Capital expenditure | 19 376 | 365 | 4 002 | 23 743 |
| Depreciation and amortisation expenses | 4 472 | 257 | 472 | 5 201 |
| 2.3. Geographical segments 2007 |
Finland | Rest of Europe |
USA | Group |
| Sales | 38 296 | 29 704 | 1 887 | 69 887 |
| Assets by segment | 61 414 | 772 | 608 | 62 794 |
| Capital expenditure | 5 140 | 46 | 5 186 | |
| 2.4. Geographical segments 2006 |
Finland | Rest of Europe |
USA | Group |
| Sales | 40 196 | 40 119 | 1834 | 82 149 |
| Assets by segment | 65 836 | 193 | 479 | 66 508 |
| Capital expenditure | 23 718 | 25 | 23 743 |
Geographical segment sales are presented based on the country in which the customer is located and assets are presented based on location of the assets.
The Group has not undertaken any business combinations during the financial year 2007. On the basis of additional information gained during the reporting period, the accounting for the acquisition of the shares in Kermansavi Oy in 2006, was adjusted by increasing environmental provisions by EUR 170 thousand, reversing an unjustified revaluation of EUR 47 thousand and increasing the amount of deferred tax liabilities recognized with EUR 75 thousand. Due to these adjustments, the related goodwill increased with about EUR 292 thousand, and amounted to EUR 3 634 thousand on December 31, 2007. The comparative information for 2006 has been restated.
The group acquired all shares of Kermansavi Oy on April 3, 2006. Kermansavi Oy is a manufacturer of ceramic fireplaces and ceramic utensils. The purchase consideration was EUR 13.1 million, of which EUR 11 million was paid in cash and the remaining amount by transferring 718 430 A-shares of Tulikivi Oyj. The fair value of the transferred A-shares is EUR 2.105 million. The basis for the valuation is the stock exchange price of A-shares, that is, the closing price on March 31, 2006 (EUR 3.00 per share) adjusted with the proposed dividends (EUR 0.07 per share) i.e. EUR 2.93 per share. In addition to the purchase price, lawyers' and other professional advisors' fees as well as asset transfer tax totalling EUR 0.4 million were included in the cost of acquiring the shares of Kermansavi. Nine months result of Kermansavi Oy, EUR 0.8 million, is included in the group income statement for the year 2006. The goodwill of EUR 3.3 million is attributable to the expertise of the personnel of Kermansavi Oy and to the expected synergy benefits of the business combination. If Kermansavi Oy was consolidated to the group financial statements from the beginning of the reporting period 2006, the group net sales would have been EUR 86.0 million and the result EUR 5.6 million.
| The following assets and liabililities of the acquiree were recognised: |
Note | Fair values recognised in business combination |
Carrying amount before combination |
|---|---|---|---|
| Property, plant and equipment | 12 | 5 048 | 3 244 |
| Property, plant and equipment, adjustment in 2007 | -47 | 0 | |
| Trade mark | 13 | 3 191 | 0 |
| Distribution channel / customer contracts and relationships | 13 | 2 957 | 0 |
| Other intangible assets | 13 | 218 | 59 |
| Shares in group companies | 15 | 25 | 25 |
| Other shares | 15 | 146 | 146 |
| Deferred tax assets | 76 | 76 | |
| Inventories | 18 | 2 825 | 2 571 |
| Trade and other receivables | 19 | 1 867 | 1 867 |
| Cash and cash equivalents | 20 | 750 | 750 |
| Total assets | 17 056 | 8 738 | |
| Deferred tax liabilities | 17 | 2 175 | 0 |
| Deferred tax liabilities, adjustment in 2007 | 75 | 0 | |
| Interest bearing liabilities | 25 | 2 593 | 2 593 |
| Other liabilities | 26 | 2 178 | 2 178 |
| Provisions, increase in 2007 | 170 | 0 | |
| Total liabilities | 7 191 | 4 771 | |
| Net assets | 9 865 | 3 967 | |
| Cost of acquiring the shares | 13 499 | ||
| Goodwill | 3 634 | ||
| Purchase consideration paid in cash | 11 000 | ||
| Cash and cash equivalent in subsidiary acquired | -750 | ||
| Cash flow effect | 10 250 |
The acquired property, plant and equipment have been valued to fair value based on the market prices of comparable assets taking into account the age, wearing and other corresponding factors relating to the acquired assets.
The acquired intangible assets have been recognised separately from goodwill at acquisition date fair value, if the fair value of the assets can be reliably measured. The fair value of the acquired trademark has been determined based on the estimated discounted royalty payments (normalised cash flow), which have been avoided by owning the trademark in question. An estimate of a market based reasonable royalty percentage that an external party would have been willing to pay for a licence agreement has been made in fair value determination. The terminal growth rate is determined based on prudence principle and it is estimated to be lower than realised longterm industry growth rate. The fair value of the distribution channel and the customer relationships related to it have been determined based on the estimated duration of the customer relationships and the discounted net cash flows resulting from the existing customer relationships.
| EUR 1 000 | 2007 | 2006 |
|---|---|---|
| 4. Other operating income | ||
| Proceeds from sale of PPE | 82 | 127 |
| Rental income from investment properties | 26 | 29 |
| Public grants | 136 | 359 |
| Other income | 346 | 86 |
| Other operating income, total | 590 | 601 |
| 5. Employee benefit expense | ||
| Wages and salaries | 21 158 | 22 336 |
| Pension costs - defined contribution plans | 3 763 | 4 035 |
| Other social security expenses | 2 133 | 2 374 |
| Employee benefit expense, total | 27 054 | 28 745 |
| 5.1. Group's average number of personnel for the financial period | ||
| Fireplaces business | 542 | 539 |
| Natural stone products business | 54 | 49 |
| Other operations | 86 | 76 |
| Personnel, total | 682 | 664 |
| 6. Depreciation, amortisation and impairment | ||
| Depreciation and amortisation by class of assets | ||
| Intangible assets | ||
| Capitalised development costs | 147 | 55 |
| Other intangible assets | 847 | 1 327 |
| Unit of production method *) | 91 | 0 |
| Depreciation of intangible assets, total | 1 085 | 1 382 |
| Tangible assets | ||
| Buildings | 620 | 526 |
| Machinery and equipment | 3 378 | 2 786 |
| Motor vehicles | 306 | 276 |
| Land areas | 33 | 34 |
| Other tangible assets | 218 | 193 |
| Depreciation of tangible assets, total | 4 555 | 3 815 |
| Investment property | ||
| Buildings | 4 | 4 |
| Impairment by class of assets | ||
| Investments | 6 | 0 |
| Total depreciation, amortisation and impairment | 5 650 | 5 201 |
*) The group has changed its accounting policy for amortising quarries and mining rights from the straight-line method to the unit of production method. The change in the amortisation method resulted in a decrease of amortisation amounting to EUR 396 thousand for 2007 in comparison to the amortisation method previously applied.
| EUR 1 000 | 2007 | 2006 |
|---|---|---|
| 7. Other operating expenses | ||
| Losses on sales of tangible assets | 5 | 7 |
| Rental expenses | 1 398 | 1 193 |
| External services | 67 | 141 |
| Marketing expenses | 3 927 | 4 784 |
| Other variable production costs | 4 779 | 5 588 |
| Other expenses | 4 507 | 4 635 |
| Other operating expenses, total | 14 683 | 16 348 |
| 7.1. Research and development expenditure | ||
| Research and development costs expensed totalled EUR 1 491 thousand (1 567 thousand in 2006). | ||
| 8. Finance income | ||
| Changes in fair values of derivative contracts | 70 | 68 |
| Dividend income | 10 | 5 |
| Gain on sale of investments in available-for-sale assets | 0 | 6 |
| Foreign exchange transaction gains | 34 | 52 |
| Interest income on trade receivables | 29 | 26 |
| Other interest income | 91 | 50 |
| Finance income, total | 234 | 207 |
| 9. Finance expense | ||
| Interest expenses on financial liabilities at amortised cost and other liabilities | 939 | 549 |
| Foreign exchange transactions losses | 90 | 74 |
| Other finance expense | 10 | 12 |
| Finance expense, total | 1039 | 635 |
| 10. Income taxes | ||
| Current tax | 1092 | 2101 |
| Tax carried from previous years | 9 | -3 |
| Deferred tax | -1 302 | -23 |
| Income taxes, total | -201 | 2075 |
| The reconciliation between Income statement tax expense and tax calculated based on Group's domestic tax base (26%). | ||
| Profit before tax | 160 | 7800 |
| Tax calculated at domestic tax rates | 42 | 2028 |
| Effect of foreign subsidiaries and branch offices different tax bases | 13 | -27 |
| Income not subject to tax | -3 | -2 |
| Expenses not deductible for tax purposes | 47 | 83 |
| Tax losses for which no deferred income tax asset was recognised | -251 | -2 |
| Tax carried from previous years | 9 | -3 |
| Other | -58 | -2 |
| Income statement tax expense | -201 | 2 075 |
| 11. Earnings per share | ||
| 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) | 361 | 5 725 |
|---|---|---|
| Weighted average number of shares for the financial period | 37 143 970 | 36 784 755 |
| Basic/diluted earnings per share (EUR) | 0.01 | 0.16 |
| EUR 1 000 | |||||||
|---|---|---|---|---|---|---|---|
| 12. Property, plant and equipment 2007 |
Land | Buildings | Vehicles and machinery |
Motor vehicles | Other tangible assets |
Advances | Total |
| Cost January 1, 2007 | 1 061 | 14 777 | 40 371 | 3 270 | 2 066 | 110 | 61 655 |
| Additions | 203 | 298 | 2 071 | 568 | 389 | 0 | 3 529 |
| Disposals | 0 | 0 | 61 | 270 | 0 | 3 | 334 |
| Cost December 31, 2007 | 1 264 | 15 075 | 42 381 | 3 568 | 2 455 | 107 | 64 850 |
| Accumulated depreciation and impairment January 1, 2007 | 153 | 5 858 | 27 462 | 2 492 | 863 | 0 | 36 828 |
| Depreciation | 33 | 620 | 3 378 | 306 | 218 | 0 | 4 555 |
| Depreciation related to the disposals | 0 | 0 | 45 | 243 | 0 | 0 | 288 |
| Accumulated depreciation and impairment December 31, 2007 | 186 | 6 478 | 30 795 | 2 555 | 1 081 | 0 | 41 095 |
| Property, plant and equipment, Net book amount January 1, 2007 | 908 | 8 919 | 12 909 | 778 | 1 203 | 110 | 24 827 |
| Property, plant and equipment, Net book amount December 31, 2007 | 1 078 | 8 597 | 11 586 | 1 013 | 1 374 | 107 | 23 755 |
The group received grants totaling to EUR 10 (1 345) thousand for machinery and equipment. The grants have been recognised as deduction of the carrying amount.
The Group's production machinery within property, plant and equipment has carrying amount of EUR 10 232 (11 397) thousand.
| Property, plant and equipment 2006 |
Land | Buildings | Vehicles and machinery |
Motor vehicles | Other tangible assets |
Advances | Total |
|---|---|---|---|---|---|---|---|
| Cost January 1, 2006 | 1 058 | 11 564 | 32 130 | 3 325 | 1 409 | 95 | 49 581 |
| Additions | 0 | 1 618 | 5 167 | 80 | 615 | 15 | 7 495 |
| Business combinations | 3 | 1 595 | 3 173 | 188 | 42 | 0 | 5 001 |
| Disposals | 0 | 0 | 99 | 323 | 0 | 0 | 422 |
| Cost December 31, 2006 | 1 061 | 14 777 | 40 371 | 3 270 | 2 066 | 110 | 61 655 |
| Accumulated depreciation and impairment January 1, 2006 | 119 | 5 332 | 24 764 | 2 435 | 670 | 0 | 33 320 |
| Depreciation | 34 | 526 | 2 786 | 276 | 193 | 0 | 3 815 |
| Depreciation related to the disposals | 0 | 0 | 88 | 219 | 0 | 0 | 307 |
| Accumulated depreciation and impairment December 31, 2006 | 153 | 5 858 | 27 462 | 2 492 | 863 | 0 | 36 828 |
| Property, plant and equipment, Net book amount January 1, 2006 | 939 | 6 232 | 7 366 | 890 | 739 | 95 | 16 261 |
| Property, plant and equipment, Net book amount December 31, 2006 | 908 | 8 919 | 12 909 | 778 | 1 203 | 110 | 24 827 |
| 13. Intangible assets | |||||||
|---|---|---|---|---|---|---|---|
| 13.1. Goodwill and other intangible assets 2007 |
Goodwill | Patents and trademarks |
Development costs |
Internally generated capitalised intangible assets |
Mineral resource exploration and evaluation assets |
Other intangible assets |
Total |
| Cost January 1, 2007 | 4 266 | 3 660 | 749 | 8 607 | 164 | 8 997 | 26 443 |
| Additions | 0 | 18 | 0 | 851 | 0 | 694 | 1 563 |
| Capitalised development costs | 0 | 0 | 98 | 0 | 0 | 0 | 98 |
| Cost December 31, 2007 | 4 266 | 3 678 | 847 | 9 458 | 164 | 9 691 | 28 104 |
| Accumulated amortisation January 1, 2007 | 0 | 346 | 63 | 6 751 | 71 | 4 382 | 11 613 |
| Depreciation | 0 | 22 | 148 | 17 | 33 | 865 | 1 085 |
| Accumulated amortisation December 31, 2007 | 0 | 368 | 211 | 6 768 | 104 | 5 247 | 12 698 |
| Goodwill and other intangible assets, Net book amount January 1, 2007 | 4 266 | 3 314 | 686 | 1 856 | 93 | 4 615 | 14 830 |
| Goodwill and other intangible assets, Net book amount December 31, 2007 | 4 266 | 3 310 | 636 | 2 690 | 60 | 4 444 | 15 406 |
The group received grants totaling to EUR 70 (251) thousand for development costs. The grants have been recognised as deduction of the carrying amount.
Internally generated intangible assets are mainly costs incurred from opening new quarries. The carrying amount of intangible assets includes costs incurred from opening quarries EUR 3.3 (2.7) million in total.
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. EUR 96 (153) thousand of expenditures relating to mineral resources exploration and evaluation have been recognised directly as an expense in the income statement.
| Goodwill and other intangible assets 2006 |
Goodwill | Patents and trademarks |
Development costs |
Internally generated capitalised intangible assets |
Mineral resource exploration and evaluation assets |
Other intangible assets |
Total |
|---|---|---|---|---|---|---|---|
| Cost January 1, 2006 | 632 | 434 | 484 | 8 141 | 100 | 5 160 | 14 951 |
| Additions | 0 | 35 | 0 | 466 | 64 | 662 | 1 227 |
| Capitalised development costs | 0 | 0 | 265 | 0 | 0 | 0 | 265 |
| Business combinations | 3 634 | 3 191 | 0 | 0 | 0 | 3 175 | 10 000 |
| Cost December 31, 2006 | 4 266 | 3 660 | 749 | 8 607 | 164 | 8 997 | 26 443 |
| Accumulated amortisation January 1, 2006 | 0 | 328 | 8 | 6 138 | 29 | 3 728 | 10 231 |
| Depreciation | 0 | 18 | 55 | 613 | 42 | 654 | 1 382 |
| Accumulated amortisation December 31, 2006 | 0 | 346 | 63 | 6 751 | 71 | 4 382 | 11 613 |
| Goodwill and other intangible assets, Net book amount January 1, 2006 | 632 | 106 | 476 | 2 003 | 71 | 1 432 | 4 720 |
| Goodwill and other intangible assets, Net book amount December 31, 2006 | 4 266 | 3 314 | 686 | 1 856 | 93 | 4 615 | 14 830 |
For the purpose of impairment testing EUR 3.6 million of goodwill has been allocated to Ceramic fireplaces unit under Fireplaces Business segment and EUR 0.6 million to Natural Stone Products Business segment, which are separate cash-generating units. Of the value of the Kermansavi brand acquired in the acquisition of Kermansavi Oy, amounting to EUR 3.2 million, EUR 2.7 million has been allocated to Ceramic fireplaces unit under Fireplaces Business segment and EUR 0.5 million to Utensils unit under Other Operations segment. The useful life of the brand has been estimated to be indefinite, since it is expected to 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: | Natural stone products | Fireplaces | Other operations |
|---|---|---|---|
| 2007 | |||
| Goodwill | 632 | 3 634 | 0 |
| Trademark | 0 | 2 712 | 479 |
| Total | 632 | 6 346 | 479 |
| 2006 | |||
| Goodwill | 632 | 3 634 | 0 |
| Trademark | 0 | 2 712 | 479 |
| Total | 632 | 6 346 | 479 |
In impairment testing the recoverable amounts of the cash-generating units are determined based on value-in-use calculations. The estimated cash flow projections are based on forecasts approved by management covering a four-year period. The pre-tax discount rates used range from 8.7 to 9.4 per cent which equal the weighted average cost of capital. Cash flows beyond the four-year forecast period approved by management are extrapolated using a constant 1 per cent growth rate of the related business. The growth rate used does not exceed the long-term average growth rate for the business in question.
During the period no impairment losses were recognised, since the measures implemented and decided are believed to impact the result positively.
Budgeted sales margin
Fireplaces and Natural Stone Products Business: The budgeted sales margin is determined based on the previous year's actual gross margin. The group does not expect any material changes to occur in the gross margin during the forecast period.
Other Operations / Utensils: The budgeted sales margin is based on the normal level (the actual gross margin in 2006). The gross margin is estimated to improve as a result of product development and increased effectiveness of operations.
Budgeted market share – Determined based on previous year actual market share. The value of the variable is based on actual development. The market share is not estimated to change materially, when continuous product development and anticipated tightening of competition is taken into account.
Budgeted royalty-% - meaning the amount that an outsider would be willing to pay for a license agreement, determined based on actual data in the industry.
The discount rate is defined as the weighted average cost of capital (WACC), and therefore the entire cost of capital is the weighted average cost of equity and debt capital.
* An increase in the discount rate with 1 percentage point or the result being 20 per cent lower than the target set would not result in the recognition of an impairment loss in respect of Fireplaces Business and Natural Stone Products Business. An equivalent change in Other operations segment / Utensils unit would give rise to an impairment loss amounting to about EUR 400 thousand.
Mineral resource exploration and evaluation assets belong to the Fireplaces business segment. The carrying amount of capitalised exploration and evaluation expenditure is EUR 60 (93) 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.
| EUR 1 000 | 2007 | ||
|---|---|---|---|
| 14. Investment property | Land | Buildings | Land |
| Acquisition cost January 1 and December 31 | 188 | 115 | 188 |
| Accumulated depreciation and impairment January 1 | 0 | 69 | 0 |
| Disposals | 0 | 4 | 0 |
| Accumulated depreciation and impairment December 31 | 0 | 73 | 0 |
| Net book amount January 1 | 188 | 46 | 188 |
| Net book amount December 31 | 188 | 42 | 188 |
| Fair value *) | 280 | ||
| Pledged property | 34 |
*) The value of the real estates, that have market value on active markets, is based on the opinions of real estate agents.
| 15. Investments in associates | 2007 | 2006 | ||||
|---|---|---|---|---|---|---|
| Shares and interest in associates | ||||||
| Acquisition cost January 1 | 24 | 0 | ||||
| Additions | 0 | 25 | ||||
| Share of the (loss)/profit of associates | 0 | -1 | ||||
| Acquisition cost December 31 | 24 | 24 | ||||
| Information of the Group's associates, including the aggregated amounts of assets, liabilities, revenues and profit or loss (EUR 1 000) 2007 |
Domicile | Assets | Liabilities | Sales | Profit/Loss | % of shares |
| Leppävirran Matkailukeskus Oy | Leppävirta | 79 | 4 | 78 | -1 | 33,0 |
| Stone Pole Oy | Juuka | 253 | 262 | 246 | 2 | 27,3 |
| Associate financials are unaudited. | ||||||
| 2006 | ||||||
| Leppävirran Matkailukeskus Oy | Leppävirta | 78 | 2 | 73 | -5 | 33,0 |
| Stone Pole Oy | Juuka | 266 | 277 | 313 | 1 | 27,3 |
Stone Pole Oy is a stone business development company. The aim for Leppävirran Matkailukeskus Oy is to lease and buy real estates related to tourism.
| 16. Other financial assets | 2007 | 2006 | |
|---|---|---|---|
| Financial assets available for sale | |||
| Balance sheet value January 1 | 39 | 37 | |
| Additions | 0 | 2 | |
| Disposals | 6 | 0 | |
| Balance sheet value December 31 | 33 | 39 |
Financial assets available for sale are investments in unquoted shares and they are measured at cost, since their fair values can not be determined reliably.
| EUR 1 000 | |||||
|---|---|---|---|---|---|
| 17. Deferred tax assets and liabilities | |||||
| 17.1. Changes in deferred taxes during year 2007: | Jan. 1, 2007 | Adjustments made | Recognised through profit and loss |
Acquired subsidiaries | Dec. 31, 2007 |
| Deferred tax assets: | |||||
| Provisions | 206 | 194 | 400 | ||
| Unused tax losses | 150 | -200 | 65 | 15 | |
| Accumulated negative depreciation difference | 226 | 200 | -149 | 277 | |
| Other items | 4 | -162 | 462 | 304 | |
| Deferred tax assets, total | 586 | -162 | 572 | 996 | |
| Deferred tax liabilities: | |||||
| Capitalisation of intangible assets | -178 | 23 | 0 | -155 | |
| Accumulated depreciation difference | -574 | 574 | 0 | 0 | |
| The effect of the business combinations | -2 088 | 151 | -1 937 | ||
| Other items | -304 | 162 | -18 | 0 | -160 |
| Deferred tax liabilities, total | -3 144 | 162 | 730 | 0 | -2 252 |
| 17.2. Changes in deferred taxes during year 2006: | Jan. 1, 2006 | Adjustments made | Recognised through profit and loss |
Acquired subsidiaries | Dec. 31, 2006 |
| Deferred tax assets: | |||||
| Provisions | 84 | 63 | 59 | 206 | |
| Unused tax losses | 284 | -134 | 0 | 150 | |
| Accumulated negative depreciation difference | 164 | 62 | 0 | 226 | |
| Other items | 0 | 0 | 4 | 4 | |
| Deferred tax assets, total | 532 | -9 | 63 | 586 | |
| Deferred tax liabilities: | |||||
| Capitalisation of intangible assets | -124 | -54 | 0 | -178 | |
| Accumulated depreciation difference | -457 | -117 | 0 | -574 | |
| Other items | -211 | 203 | -2 384 | -2 392 | |
| Deferred tax liabilities, total | -792 | 32 | -2 384 | -3 144 |
At December 31, 2007 deferred tax assets of EUR 147 (390) thousand retaling to unused tax losses and to accumulated negative depreciation difference were not recorded since it is not probable that future taxable profit will be available against which the unused tax losses can be utilised. These unused tax losses will expire in 2008 - 2013.
| 18. Inventories | 2007 | 2006 |
|---|---|---|
| Raw materials and consumables | 6 088 | 6 126 |
| Finished goods | 6 572 | 4 485 |
| Inventories, total | 12 660 | 10 611 |
The cost of inventories recognized as expense amounted to EUR 40 953 (45 687) thousand.
A write-down of EUR 46 (38) thousand was recognised during the financial year to lower the book value of the inventories to their net realisable value.
| EUR 1 000 | 2007 | 2006 | |
|---|---|---|---|
| 19. Trade and other receivables | |||
| 19.1. Current | |||
| Trade receivables | 5 309 | 8 441 | |
| Trade receivables from associates | 0 | 0 | |
| Current tax assets based on the taxable income for the financial period | 64 | 34 | |
| Accrued incomes | |||
| Grant receivables | 85 | 1 267 | |
| Prepayments | 123 | 238 | |
| Other accrued income | 267 | 154 | |
| Other receivables | 78 | 310 | |
| Current receivables, total | 5 926 | 10 444 | |
| 19.2. Aging analysis of trade receivables and impairment losses at balance sheet date | Gross 2007 |
Impairment 2007 |
Gross 2006 |
| Not past due | 3 722 | 6 604 | |
| Past due 0 - 30 days | 993 | 1 301 | |
| Past due 31 - 90 days | 446 | 385 | |
| Past due over 90 days | 223 | 75 | 151 |
| Total | 5 384 | 75 | 8 441 |
| 19.3. Trade receivables by risk categories | |||
| Largest customers by customer groups | |||
| Stove producers | 486 | 1 894 | |
| Distributors of fireplaces in foreign countries | 1 845 | 46 | 1 932 |
| Construction companies | 922 | 18 | 794 |
| Distributors in home country | 940 | 2 014 | |
| End users | 1 191 | 11 | 1 807 |
| Total | 5 384 | 75 | 8 441 |
| 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. | |||
| 20. Cash and cash equivalents | 2007 | 2006 | |
| Cash in hand and at bank | 3 765 | 4 913 |
| 21. Notes to shareholders' equity | ||||
|---|---|---|---|---|
| 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, 2007 | 37 143 970 | 100,00 | 100,00 | 6 314 475 |
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 OMX Nordic Exchange in Helsinki under the code TULAV.
The shares entered in the company's book-entry account in accordance with Finnish Companies Act - the "joint account" - were sold in April-May 2003 on behalf of the shareholders. 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 Sampo Pankki Plc or to the State Provincial Office of Eastern Finland.
Translation differences consist of translation differences related to translation of the financial statements of foreign entities into Group reporting currency.
Parent company's distributable equity was EUR 7 504 (10 903) thousand.
The Board of Directors has proposed after the balance sheet date that a dividend of EUR 0.0450 per share will be paid for A series shares and EUR 0.0433 per share to be paid for the K series shares.
All Group's pension plans where defined contribution plans at December 31, 2007. The obligation caused by the disability component of the Finnish statutory pension scheme was withdrawn as a result of a change in the disability obligations of the Finnish statutory pension schemes in 2006. The group had no defined benefit liabilities at the year-end 2007, nor 2006.
| Environmental provision | Warranty provision | Restructuring provision | ||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |
| Provisions January 1 | 410 | 0 | 382 | 322 | 0 | 0 |
| Business combinations | 0 | 170 | 0 | 60 | 0 | 0 |
| Increase in provisions | 115 | 400 | 330 | 205 | 687 | 0 |
| Effect of discounting, change | -95 | -160 | 0 | 0 | ||
| Used provisions | -33 | 0 | -250 | -205 | 0 | 0 |
| Provisions December 31 | 397 | 410 | 462 | 382 | 687 | 0 |
There is a warranty period of five to ten 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.
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 twelve years from now. The discount rate used in determining the present value is 5 per cent.
The co-operation negotiations were conducted in Tulikivi group during the year 2007 in order to adjust the operations to the level meeting the demand. As a result of the negotiations 67 employees were terminated and 26 employees were laid off until further notice. In the negotiations the parties agreed on termination benefits payable. The estimated total cost has been expensed in 2007. The financial statements for 2007 include a restructuring provision of EUR 0.7 million related to the said arrangements. The provision is expected to be used during the first half of 2008.
| 859 687 1 546 |
2007 | |
|---|---|---|
| Non-current provisions | ||
| Current provisions | ||
| Total |
| EUR 1 000 | 2007 | 2006 |
|---|---|---|
| 25. Interest-bearing liabilities | ||
| Balance sheet value | 21 612 | 17 463 |
| 25.1 Non-current | ||
| Bank borrowings | 15 211 | 12 357 |
| Other non-current interest bearing liabilities | 2 540 | 2 382 |
| 25.2. Current | ||
| Current portion of non-current bank borrowings | 2 852 | 2 711 |
| Current portion of other non-current interest bearing liabilities | 473 | 13 |
| Other current interest-bearing liabilities | 536 | 0 |
| Non-current loans expire as follows: | ||
| 2007 | 2 724 | |
| 2008 | 3 326 | 3 035 |
| 2009 | 4 839 | 2 752 |
| 2010 | 4 186 | 2 535 |
| 2011 | 2 900 | 2 203 |
| 2012 | 2 264 | 4 214 |
| Later | 3 561 | 0 |
| Total | 21 076 | 17 463 |
Debt obligations are denominated in euro.
At December 31, 2007 interest-bearing non-current liabilities effective interest rate weighted average was 4.5 per cent (3.9 per cent) including the effect of interest rate swaps and 4.9 per cent excluding the effect of the interest rate swaps.
The carrying amounts of interest-bearing liabilities broadly equal their fair values, since 87.0 per cent (97.9 per cent) of the liabilities have floating interest rates and the company's risk premium has remained unchanged. In order to manage interest rate risk the group has entered into interest rate swaps, amounting to EUR 7.4 million (EUR 8.3 million).
Total amount of EUR 14.4 (8.1) million of the Group's liabilities are under covenants and other conditions connected with the Group's solvency and profitability. The conditions do not directly restrict the Group's use of equity, but they might require negotiations with the financier and arranging additional collaterals to the loans.
| 26. Trade and other payables | 2007 | 2006 |
|---|---|---|
| 26.1. Non-current | ||
| Unpaid acquisition price of subsidiaries | 347 | 347 |
| 26.2. Current | ||
| Trade payable | 2 418 | 3 446 |
| Advances received | 2 | 0 |
| Accrued expenses | ||
| Wages and social security expenses | 4 511 | 5 608 |
| Discounts and marketing expenses | 505 | 1 294 |
| External services | 334 | 825 |
| Other accrued expenses | 757 | 937 |
| Amounts due to associates | 6 | 19 |
| Other liabilities | 856 | 1 531 |
| Current trade and other payables, total | 9 389 | 13 660 |
Other deferred income and 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 balance sheet and net investments in foreign subsidiaries. The most important currencies in respect of the group's foreign currency risk are United States Dollar (USD) and Russian Rouble (RUB). Over 90 per cent 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 foreign exchange contracts. The group had no open foreign exchange contract positions at the balance sheet date 2007 or 2006. The group does not apply hedge accounting as defined under IAS 39 on foreign exchange 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:
| 2007 | 2007 | 2006 | 2006 | |
|---|---|---|---|---|
| Nominal values, EUR 1 000 | USD | RUB | USD | RUB |
| Non-current assets | 1 | 47 | 1 | 16 |
| Current assets | 905 | 25 | 797 | 17 |
| Current liabilities | 50 | 15 | 14 | 9 |
| Net position | 856 | 57 | 784 | 23 |
The Group has certain investments to the foreign operations, whose net assets are exposed to foreign currency translation risks. 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.
| 2007 Income statement |
2006 Income statement |
|
|---|---|---|
| +/- 10 per cent change in EUR/USD | ||
| exchange rate, before income taxes | +/- 86 | +/- 78 |
| +/- 10 per cent change in EUR/RUB | ||
| exchange rate, before income taxes | +/- 6 | +/- 2 |
The group is mainly exposed to fair value interest rate risk which largely relates to the loan portfolio. The interest rate risk related to the group's short-term investments is not significant. The group's revenues and operating cash flows are mainly independent from the fluctuation of market interest rates. 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. The share of interest rate sensitive loans amounted to EUR 18.3 (17.1) million representing 87.0 per cent (97.9 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 7.4 (8.3) million. Based on these interest rate swaps the group receives floating rate interest based on Euribor rates (EUR 4.3 million / 3 months, EUR 3.1 million / 6 months) and pays fixed interest on average 3.98 percent (3.98 per cent). The group does not apply hedge accounting on the interest rate swap hedging the loan. The gains recognised based on the fair value changes of interest rate swaps amounted to EUR 70 (68) thousand.
The interest rate risk related to loans amounts to EUR 110 thousand (88 thousand) assuming 1 percent change in market interest rates. The decreasing impact of derivatives on interest rate risk has been taken into account.
| Interest rate risk | ||
|---|---|---|
| EUR 1 000 | 2007 | 2006 |
| Fixed rate instruments | Balance sheet value | Balance sheet value |
| Financial liabilities | 2 750 | 367 |
| Floating rate instruments | ||
| Financial assets | 3 765 | 4 913 |
| Financial liabilities | 18 326 | 17 096 |
The Group has no significant concentration of credit risk since it has a large clientele and therefore no single costumer or a group of customers is material for the Group. The aggregate amount of the credit losses on trade receivables and the impairment losses on other receivables recognised in the income statement during the financial year totalled EUR 97 thousand (EUR 19 thousand in 2006). Credit risk related to commercial activities has been reduced by customer credit insurances. These covered 61 % of the outstanding accounts at December 31, 2007. Business units are responsible for credit risk related to trade receivables. The aging analysis of trade receivables is presented in note 19.2. 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. The risk related to financial instruments is that the counterparty fails to meet its contractual obligations. Liquid assets are invested in targets with good credit standing.
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 by using credit limits and different financial institutions for raising funds. The unused credit limits and undrawn credit facilities amounted to EUR 6.5 (4.3) million at the balance sheet date.
The following table summarises the maturity profile of the group. The undiscounted amounts include interests and capital repayments.
| 27.5. Maturity analysis | ||||||
|---|---|---|---|---|---|---|
| December 31, 2007 | ||||||
| Type of credit | Balance sheet value |
Undrawn credit facilities |
Under 1 year |
1 - 2 years |
3 - 5 years |
Later than 5 years |
| Loans from credit institution | 18 063 | 2 000 | 3 680 | 4 741 | 8 621 | 3 820 |
| Cash flows from derivatives | -68 | -57 | -78 | -8 | ||
| Hire-purchase liabilities | 3 013 | 1 155 | 881 | 1 895 | ||
| Credit limit accounts | 536 | 4 464 | 536 | |||
| Trade and other payables | 9 813 | 9 466 | 347 | |||
| Total | 31 425 | 6 464 | 14 769 | 5 912 | 10 438 | 3 812 |
| December 31, 2006 | ||||||
| Type of credit | Balance sheet value |
Undrawn credit facilities |
Under 1 year |
1 - 2 years |
3 - 5 years |
Later than 5 years |
| Loans from credit institution | 15 068 | 3 337 | 2 735 | 6 496 | 4 811 | |
| Cash flows from derivatives | -4 | -4 | -7 | -2 | ||
| Hire-purchase liabilities | 2 395 | 122 | 610 | 2 018 | ||
| Credit limit accounts | 4 300 | |||||
| Trade and other payables | 14 398 | 14 051 | 347 | |||
| Total | 31 861 | 4 300 | 17 506 | 3 688 | 8 507 | 4 809 |
| Derivatives, nominal value Interest rate swaps |
2007 | 2006 | ||||
| Arrive at maturity 2007 | 896 | |||||
| Arrive at maturity 2008 | 1 131 | 1 131 | ||||
| Arrive at maturity 2009 | 1 131 | 1 131 | ||||
| Arrive at maturity 2010 - 2012 | 3 394 | 3 394 | ||||
| Arrive at maturity 2013 or later | 1 698 | 1 698 | ||||
| Total Interest rate swaps | 7 354 | 8 250 | ||||
| Derivatives |
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. An optimal capital structure also guarantees lower cost of capital. 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 group monitors capital on the basis of the equity ratio, for which 40 per cent is set as the lowest limit for dividend distribution.
The group calculates equity ratio using the following formula.
100*Equity / (Balance sheet total - Advances received)
| 2007 | 2006 | |
|---|---|---|
| Equity | 27 571 | 30 711 |
| Balance sheet total | 62 794 | 66 508 |
| Advances received | 2 | 0 |
| Solvency ratio, % | 43,9 | 46,2 |
| Balance sheet, 2007 | 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 financial assets | 57 | 57 | 57 | |||
| Short-term assets | ||||||
| Trade and other receivables | 5 394 | 5 394 | 5 394 | |||
| Derivatives | 138 | 138 | 138 | |||
| Cash and cash equivalents | 3 765 | 3 765 | 3 765 | |||
| Carrying amounts of financial assets by categories | 138 | 9 159 | 57 | 0 | 9 354 | 9 354 |
| Long-term liabilities | ||||||
| Interest bearing liabilities | 17 751 | 17 751 | 17 751 | |||
| Derivatives | 0 | 0 | ||||
| Other long-term liabilities | 347 | 347 | 347 | |||
| Short-term liabilities | 0 | 0 | ||||
| Interest bearing liabilities | 3 861 | 3 861 | 3 861 | |||
| Trade and other payables | 2 424 | 2 424 | 2 424 | |||
| Carrying amounts of financial liabilities by categories | 24 383 | 24 383 | 24 383 |
| EUR 1 000 | ||||||
|---|---|---|---|---|---|---|
| Balance sheet, 2006 | 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 financial assets | 63 | 63 | 63 | |||
| Short-term assets | ||||||
| Trade and other receivables | 9 708 | 9 708 | 9 708 | |||
| Derivatives | 68 | 68 | 68 | |||
| Cash and cash equivalents | 4 913 | 4 913 | 4 913 | |||
| Carrying amounts of financial assets by categories | 68 | 14 621 | 63 | 0 | 14 752 | 14 752 |
| Long-term liabilities | ||||||
| Interest bearing liabilities | 14 739 | 14 739 | 14 739 | |||
| Derivatives | 0 | 0 | ||||
| Other long-term liabilities | 347 | 347 | 347 | |||
| Short-term liabilities | ||||||
| Interest bearing liabilities | 2 724 | 2 724 | 2 724 | |||
| Trade and other payables | 3 465 | 3 465 | 3 465 | |||
| Carrying amounts of financial liabilities by categories | 21 275 | 21 275 | 21 275 | |||
| 29. Adjustments of cash generated from operations | ||||||
| Non-cash transactions: | 2007 | 2006 | ||||
| Depreciations and amortizations | 5 644 | 5 201 | ||||
| Impairment | 6 | 0 | ||||
| Share of profit of associates | 0 | 2 | ||||
| Exchange differences | -48 | -45 | ||||
| Other | -82 | -126 | ||||
| Non-cash transactions, total | 5 520 | 5 032 | ||||
| 30. Leases | ||||||
| Operating leases | ||||||
| 30.1. Group as lessee | ||||||
| Future aggregate minimum lease payments under non-cancellable operating leases: | 2007 | 2006 | ||||
| Not later than 1 year | 868 | 885 | ||||
| Later than 1 year and not later than 5 years | 140 | 188 | ||||
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 income statement for 2007 includes expensed lease rentals EUR 1 066 (1 108) thousand.
| EUR 1 000 | 2007 | 2006 |
|---|---|---|
| 30.2. 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 | 47 | 45 |
| Later than 1 year and not later than 5 years | 3 | 41 |
| 31. Commitments | ||
| Debt with related mortgages and pledges | ||
| Loans from credit institutions | 15 312 | 17 350 |
| Credit limits | 5 000 | 4 300 |
| Other long-term liabilities | 3 051 | 0 |
| Real estate mortgages given | 8 891 | 7 617 |
| Company mortgages given | 13 396 | 6 167 |
| Pledged mining rights | 0 | 226 |
| Pledges shares | 0 | 11 000 |
| Object of purchase | 3 051 | 2 473 |
| Pledged leaseholds | 219 | 219 |
| Total given mortgages and pledges | 25 557 | 27 702 |
| Other own liabilities for which guarantees have been given | ||
| Letter of credit limit | 0 | 150 |
| Production and warranty guarantees | 520 | 721 |
| Other commitments | 280 | 355 |
| Other own liabilities for which guarantees have been given | 800 | 1 226 |
| Real estate mortgages given | 0 | 115 |
| Company mortgages given | 779 | 2 052 |
| Pledges given | 35 | 10 |
| Guarantees given on behalf of other own liabilities | 814 | 2 177 |
| Derivatives (Interest rate swaps) | ||
| Derivatives, nominal value | 7 354 | 8 250 |
| Derivatives, fair value | 138 | 68 |
| Obligation to repay VAT deductions made in earlier periods: | ||
| Deduction year | New building and major renovations | |
| 2003 | 3 | |
| 2004 | 120 | |
| 2005 | 110 | |
| 2006 | 316 | |
| 2007 | 28 | |
| Total | 577 |
The purchase price of the Kivia Oy shares acquired in 2003 is partly contingent. If the terms and conditions of the contingent price are fulfilled, purchase price of EUR 0.3 million now included in other long-term liabilities will fall due in 2008.
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 guarantees to the effect of EUR 118 600 in total. For other environmental obligations, the Group has given real estate mortgages for EUR 33 638.
| EUR 1 000 | Group | ||
|---|---|---|---|
| 34. Indicators relating to environmental obligation | 2007 | 2006 | 2005 |
| Use of energy, electricity MWh | 23 517 | 17 897 | 14 934 |
| Use of oil, m3 | 953 | 1 115 | 811 |
| District and wood chips heating, MWh | 1 312 | 1 065 | 1 924 |
| Liquid gas, tonne | 521 | 825 | 905 |
| Fuel for vehicles was used in total 700 (750) tonne, explosives 105 (110) tonne. | |||
| Transfer of soil and use of raw material | |||
| Soapstone, 1 000 fixed-m3 gross | 241 | 219 | 184 |
| Soil and residual rock material, 1 000 m3 (detached material) | 690 | 880 | 680 |
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 2007 130 (134.8) cubic meter 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.
| Acquired natural stone, 1 000 tonne | 7 | 8 | 8 |
|---|---|---|---|
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 2 500 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 2007 101 066 cubic meter new process water and 14 541 cubic meter domestic water was taken in group's production processes. Process waters have closed circulation except for the production plant in Kuhmo. In Kuhmo as well as in the Espoo, Taivassalo and 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, managing director and deputy managing director. In addition Finnish Stone Research Foundation (Suomen Kivitutkimussäätiö) is included in the related parties.
| 35.1. 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 | 100 | 100 |
| Tulikivi U.S. Inc., USA | 100 | 100 |
| AWL-Marmori Oy, Turku | 100 | 100 |
| The New Alberene Stone Company Inc., USA | 100 | 100 |
| Uuni Vertriebs GmbH, Germany | 100 | 100 |
| OOO Tulikivi, Russia | 100 | 100 |
| Kermansavi Oy, Heinävesi, merged with Tulikivi Corporation as at December 31, 2007 | 100 | 100 |
| Associated companies | ||
| Stone Pole Oy, Juuka | 27 | 27 |
| Leppävirran Matkailukeskus Oy, Leppävirta | 33 | 33 |
| 35.2. Related party transactions: | 2007 | 2006 |
| 35.2.1. Sales of goods and services | ||
| Sales of goods and services to associated companies | 2 | 5 |
| 35.2.2. Purchases of goods and services | ||
| Purchases of goods and services from associated companies | 86 | 171 |
| 35.3. Transactions with key management | ||
| Leases from related parties | 105 | 103 |
| Leases to related parties | 0 | 2 |
At December 31, 2007, the Group did not have any receivables (EUR 4 thousand at December 31, 2006) from key management.
Tulikivi Corporation is a founder member of Finnish Stone Research Foundation (former Juuka Stone Museum and Stone Village Foundation). In 2007 the company has donated EUR 70 (50) thousand 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 125 (126) thousand. The rent corresponds to the market level of rents. The service charges by Tulikivi Corporation where EUR 34 (38) thousand. The Foundation did not charge any services from Tulikivi Corporation (EUR 30 thousand in 2006). The Group did not have in accounts receivable from the foundation (EUR 38 at December 31, 2007).
| 35.5. Key management compensation | |
|---|---|
| Salaries and other short-term employee benefits of the Board of Directors and the Managing Director and the deputy to managing director |
473 |
| Other long term employee benefits | 89 |
| Salaries and commissions | |
| Managing Director and the deputy to managing director | 242 |
| Members of the Board of Directors | |
| Bishop Ambrosius | |
| Erma Juhani | |
| Makkonen Eero | |
| Paukkonen Aimo | |
| Toivanen-Koivisto Maarit | |
| Vauhkonen Heikki | 50 |
| Vauhkonen Reijo | |
| Virtaala Matti | 86 |
58 FINANCIAL STATEMENTS
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. After their analysis, means of preventing and controlling risks have been overviewed on the basis of their impact and probability. Risk analysis contributes to the strategic choices of the Group and the annual action plans. The effectiveness of risk management methods is evaluated annually in connection with the assessment of implementation of the action plans.
Strategic risks are related to the nature of business operations and concern, but are not limited to, the Group's raw material reserves, amendments to laws and decrees, business operations as a whole, the market position, the reputation of the company and the raw materials and large investments.
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 quarryspecific 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 manages the competition risks of its raw materials with continuous product development, a strong total concept and the Tulikivi brand.
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. In addition, our 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.
The fireplace cultures in Tulikivi's market areas range from countries where traditional heat-retaining fireplaces are preferred to countries with strong stove traditions. Engaging in business in close over 20 countries balances out possible sales risks due to cyclical variations in the economy. Globalization leads to a shift in the fireplace cultures of our business countries, too. When the market becomes uniform changes in consumer habits may affect the demand for certain products or production materials and thereby impact on profitability. In general, this is quite a slow process. Tulikivi focuses on understanding the needs of customers and meets them by, for instance, continuously developing products for new customer segments. 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. Regional changes in market positions may occur due to amendments in government grants regarding different heating methods. Warm winters and impression of permanent global warming may impact, more intensively than before, on demand for a single season. It may also affect demand for different types of fireplaces. The global warming may create an illusion for consumers that fireplaces are no longer needed.
The management of Tulikivi's business operations accounts for development opportunities, new products and customer groups and new technological solutions. New business opportunities and markets involve risks that may affect not only profitability, but also the Tulikivi brand.
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. 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.
Business risks are related to products, distribution channels, personnel, operations and processes.
We reduce 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. Keeping the product cost structure competitive is a prerequisite for maintaining demand and growth.
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 and systematic development efforts. Introduction of new production techniques and commissioning of production plants involves risks related to expenses and capacity. 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. 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. 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. Credit losses realised have been minor.
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 pose a risk. 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 by hiring competent new employees. 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 breakdown, 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 energy price risk, market risk, and liquidity risk. Financial risks and their management are presented in greater detail in section 27 of the notes to the consolidated financial statements.
| MEUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q4/2007 | Q3/2007 | Q2/2007 | Q1/2007 | Q4/2006 | Q3/2006 | Q2/2006 | Q1/2006 | |
| Sales | 16.8 | 16.5 | 17.4 | 19.2 | 24.4 | 20.5 | 20.9 | 16.3 |
| Fireplaces business | 14.4 | 13.9 | 14.7 | 16.7 | 21.5 | 17.8 | 18.1 | 14.6 |
| Natural stone products business | 1.7 | 1.7 | 2.1 | 1.9 | 1.8 | 1.7 | 2.1 | 1.7 |
| Other operations | 0.7 | 0.9 | 0.6 | 0.6 | 1.1 | 1.0 | 0.7 | |
| Operating profit | -0.6 | 0.3 | 0.6 | 0.7 | 2.4 | 2.4 | 1.7 | 1.7 |
| Fireplaces business | 0.8 | 0.8 | 1.4 | 1.4 | 3.2 | 2.8 | 2.7 | 2.3 |
| Natural stone products business | 0.0 | 0.1 | 0.2 | 0.1 | 0.0 | 0.2 | 0.0 | 0.1 |
| Other operations | -1.4 | -0.6 | -1.0 | -0.8 | -0.8 | -0.6 | -1.0 | -0.7 |
| Key Figures Describing Financial Development and Earnings per Share | ||||||||
| EUR 1 000 | ||||||||
| Income statement | 2003 | 2004 | 2005 | 2006 | 2007 | |||
| FAS | IFRS | IFRS | IFRS | IFRS | ||||
| Sales | 53 611 | 55 291 | 58 642 | 82 149 | 69 887 | |||
| Amendment, % | 2.2 | 3.1 | 6.1 | 40.1 | -14.9 | |||
| Operating profit | 4 224 | 6 283 | 6 285 | 8 230 | 965 | |||
| % of turnover | 7.9 | 11.4 | 10.7 | 10.0 | 1.4 | |||
| Finance incomes and expenses and share of loss of | ||||||||
| loss of associated companies | 36 | -161 | -222 | -430 | -805 | |||
| Profit before taxes | 4 269 | 6 122*) | 6 063 | 7 800 | 160 | |||
| % of turnover | 8.0 | 11.1 | 10.3 | 9.5 | 0.2 | |||
| Income taxes | 1 239 | 1 772 | 1 697 | 2 075 | -201 | |||
| Profit for the year | 3 030 | 4 350 | 4 366 | 5 725 | 361 | |||
| Balance sheet | ||||||||
| Assets | ||||||||
| Non current assets | 20 405 | 20 981 | 21 946 | 40 540 | 40 443 | |||
| Inventories | 6 955 | 7 455 | 7 015 | 10 611 | 12 660 | |||
| Cash and cash equivalents | 6 501 | 5 829 | 4 141 | 4 913 | 3 765 | |||
| Other current assets | 7 813 | 7 657 | 7 487 | 10 444 | 5 926 | |||
| Equity and liabilities | ||||||||
| Equity | 24 384 | 23 166 | 25 517 | 30 711 | 27 571 | |||
| Interest bearing liabilities | 7 836 | 8 647 | 3 347 | 17 463 | 21 612 | |||
| Non-interest bearing liabilities | 9 454 | 10 109 | 11 724 | 18 334 | 13 611 | |||
| Balance sheet total | 41 674 | 41 922 | 40 588 | 66 508 | 62 794 |
*) The comparable profit before taxes for 2004 is EUR 5.0 million. The difference is due to the non-recurring reduction of the disability pension obligation, amounting to 1.2 million, in 2004 due to the change in pension system under the Employees' Pension Act.
| 2003 | 2004 | 2005 | 2006 | 2007 | |
|---|---|---|---|---|---|
| FAS | IFRS | IFRS | IFRS | IFRS | |
| Return on equity, % | 12.1 | 18.7 | 17.9 | 20.4 | 1.2 |
| Return on investments, % | 13.7 | 20.3 | 20.7 | 21.7 | 2.5 |
| Solvency ratio, % | 58.7 | 55.3 | 63.0 | 46.2 | 43.9 |
| Net indebtness ratio, % | 5.5 | 12.1 | -3.1 | 40.9 | 64.7 |
| Gross investments, EUR 1 000 | 2 916 | 3 937 | 5 150 | 24 118 | 5 673 |
| % of turnover | 5.4 | 7.1 | 8.8 | 29.4 | 8.1 |
| Research and development costs, EUR 1 000 | 1 325 | 1 497 | 1 652 | 1 832 | 1 589 |
| % of turnover | 2.5 | 2.7 | 2.8 | 2.2 | 2.3 |
| Development costs, capitalised, EUR 1 000 | 0 | 140 | 377 | 265 | 98 |
| Order book, EUR million | 7.1 | 5.4 | 9.2 | 10.4 | 6.9 |
| Average personnel | 555 | 513 | 514 | 664 | 682 |
| Key indicators per share | |||||
| Earnings per share, EUR | 0.08 | 0.12 | 0.12 | 0.16 | 0.01 |
| Equity per share, EUR | 0.67 | 0.64 | 0.70 | 0.83 | 0.74 |
| Dividends | |||||
| Nominal dividend per share, EUR | |||||
| A share | 0.128 | 0.058 | 0.070 | 0.090 | 0.0450*) |
| K share | 0.125 | 0.055 | 0.068 | 0.088 | 0.0433*) |
| Dividend per earnings, % | 151.2 | 47.6 | 58.0 | 58.1 | 457.9 |
| Effective dividend yield, %/A shares | 9.8 | 3.6 | 3.4 | 2.6 | 2.9 |
| Price/earnings ratio, EUR | 15.4 | 13.2 | 17.0 | 22.6 | 160.3 |
| Highest share price, EUR | 1.42 | 2.05 | 2.25 | 4.05 | 3.75 |
| Lowest share price, EUR | 0.87 | 1.31 | 1.39 | 2.04 | 1.53 |
| Average share price, EUR | 1.09 | 1.69 | 1.79 | 3.18 | 2.69 |
| Closing price, EUR | 1.30 | 1.58 | 2.04 | 3.51 | 1.56 |
| Market capitalization, EUR 1 000 | 47 171 | 57 552 | 74 308 | 130 375 | 57 945 |
| (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) | 6 041 | 5 334 | 4 866 | 7 454 | 5 369 |
| % of the total amount | 22.5 | 19.8 | 18.1 | 27.0 | 19.4 |
| The average issue-adjusted number of shares for the financial year (1 000 pcs) | 36 426 | 36 426 | 36 426 | 36 785 | 37 144 |
| The issue-adjusted number of outstanding shares at December 31 (1 000 pcs) | 36 426 | 36 426 | 36 426 | 37 144 | 37 144 |
| *) According to the proposal of the Board of Directors. |
| Key figures describing financial development | |
|---|---|
| Profit for the year | |
| Return on equity (ROE) = | 100 x Average shareholders' equity during the year |
| Profit before income tax + interest and other finance expenses | |
| Return on investments (ROI) = | 100 x Balance sheet total - non-interest bearing liabilities (mean value of beginning and end of the year) |
| Shareholders' equity | |
| Solvency ratio, % = | 100 x Balance sheet total - advance payments |
| Interest-bearing liabilities - assets | |
| Net indebtness ratio, % = | 100 x Shareholders' equity |
| Key figures per share | |
| Profit for the year | |
| 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, % = | Dividend per share 100 x |
| Earnings per share | |
| Effective dividend yield = | Issue-adjusted dividend per share 100 x |
| 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 |
| EUR 1 000 | Note | 2007 | 2006 |
|---|---|---|---|
| Net sales | 1.1. | 52 150 | 64 998 |
| Increase (+) / decrease (-) in inventories | |||
| in finished goods and in work in progress | 2 202 | 49 | |
| Production for own use | 914 | 581 | |
| Other operating income | 1.2. | 2 673 | 1 020 |
| Materials and services | 1.3. | 18 590 | 18 262 |
| Personnel expenses | 1.4. | 22 015 | 23 933 |
| Depreciation and value adjustments | 1.5. | 4 233 | 3 926 |
| Other operating expenses | 12 666 | 14 216 | |
| Operating profit | 435 | 6 311 | |
| Financial income and expenses | 1.6. | -709 | -319 |
| Profit / loss before untaxed reserves and income taxes | -274 | 5 992 | |
| Untaxed reserves | 1.7. | 950 | -737 |
| Income taxes | 1.8. | -630 | -1 520 |
| Profit for the year | 46 | 3 735 |
| EUR 1 000 | Note | 2007 | 2006 |
|---|---|---|---|
| Assets | |||
| Fixed asset and other non-current investments | |||
| Intangible assets | 2.1. | 6 624 | 3 197 |
| Goodwill | 2.1. | 7 459 | 0 |
| Tangible assets | 2.2. | 20 632 | 18 648 |
| Investments | |||
| Shares in group companies | 2.3. | 917 | 14 396 |
| Group receivables | 2.4. | 34 | 524 |
| Participating interests | 25 | 1 | |
| Other investments | 2.5. | 33 | 37 |
| Fixed assets and other non-current investments, total | 35 724 | 36 803 | |
| Current assets | |||
| Inventories | 2.6. | 12 209 | 7 420 |
| Non-current receivables | 2.7. | 396 | 880 |
| Deferred tax assets | 2.8. | 386 | 142 |
| Current receivables | 2.9. | 5 369 | 8 636 |
| Cash in hand and at banks | 3 479 | 2 884 | |
| Total current assets | 21 839 | 19 962 | |
| Total assets | 57 563 | 56 765 | |
| Liabilities and shareholders' equity | |||
| Shareholders' equity | |||
| Capital stock | 2.10. | 6 314 | 6 314 |
| Share premium fund | 2.10. | 7 334 | 7 334 |
| Retained earnings | 2.10. | 7 458 | 7 168 |
| Profit for the year | 2.10. | 46 | 3 735 |
| Total shareholders' equity | 21 153 | 24 551 | |
| Untaxed reserves | |||
| Accelerated depreciation | 2 856 | 3 806 | |
| Provisions | 2.12. | 844 | 547 |
| Liabilities | |||
| Deferred income tax liabilities | 18 | ||
| Non-current liabilities | 2.13. | 18 098 | 14 329 |
| Current liabilities | 2.14. | 14 594 | 13 532 |
| Total liabilities | 32 710 | 27 861 | |
| Total liabilities and shareholders' equity | 57 563 | 56 765 |
| EUR 1 000 | 2007 | 2006 |
|---|---|---|
| Cash flow from operating activities | ||
| Profit before extraordinary items | -274 | 5 992 |
| Adjustments for: | ||
| Depreciation | 4 233 | 3 926 |
| Unrealised exchange rate gains and losses | 4 | -1 |
| Other non-payment-related expenses | 12 | 240 |
| Financial income and expenses | 709 | 319 |
| Other adjustments | -75 | -82 |
| Cash flow before working capital changes | 4 609 | 10 394 |
| Change in net working capital: | ||
| Increase (-) / decrease (+) in current non-interest bearing receivables | 3 182 | -424 |
| Increase (-) / decrease (+) in inventories | -2 186 | -936 |
| Increase (+) / decrease (-) in current non-interest bearing liabilities | -2 676 | 1 379 |
| Cash generated from operations before financial items and income taxes | 2 929 | 10 413 |
| Interest paid and payments on other financial expenses from operations | -849 | -442 |
| Dividends received | 10 | 5 |
| Interest received | 109 | 111 |
| Income taxes paid | -863 | -1 373 |
| Cash flow before extraordinary items | 1 336 | 8 714 |
| Net cash flow from operating activities | 1 336 | 8 714 |
| Cash flow used in investing activities | ||
| Investments in tangible and intangible assets, gross | -6 308 | -8 709 |
| Investment grants received | 1 120 | 36 |
| Proceeds from sale of tangible and intangible assets | 118 | 92 |
| Loans given | -1 090 | -635 |
| Acquired subsidiary companies | 0 | -11 719 |
| Repayments of loan receivables | 2 051 | 642 |
| Interest received | 127 | 36 |
| Net cash used in investing activities | -3 982 | -20 257 |
| Cash flow from financing activities | ||
| Short-term borrowing | 1 836 | 0 |
| Long-term borrowing | 6 704 | 15 349 |
| Repayment of long-term loans | -3 520 | -2 260 |
| Dividends paid | -3 459 | -2 608 |
| Net cash flow from financing activities | 1 561 | 10 481 |
| Net increase (+) / decrease (-) in cash and cash equivalents | -1085 | -1 062 |
| Cash and cash equivalents at the beginning of the financial year | 2 884 | 3 959 |
| Effect of changes in exchange rates | -46 | -13 |
| Accumulated cash and equivalents in merger | 1 726 | 0 |
| Cash and cash equivalents at the end of the financial year | 3 479 | 2 884 |
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 10 years |
| Goodwill | 5 years |
| Buildings | 25 to 30 years |
| Constructions | 5 years |
| Process machinery | 3 to 10 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 are amortised using the unit of production method based on the amount of stone used and filling time for damping areas.
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, with the exception of construction contracts pertaining to the Group's recognized on the basis natural stone product business, which require a long production time. The revenue generated by these contracts has been of percentage of completion method. The stage of completion of these projects has been determined based on the costs occurred on the project in relation to its estimated costs of the project.
Research and development expenditure has been recorded as annual costs when incurred. 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 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.
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 | 2007 | 2006 | EUR 1 000 | 2007 | 2006 |
|---|---|---|---|---|---|
| 1.1. Net sales | 1.4.3. Average number of employees during the fiscal year | ||||
| 1.1.1. Net sales per business area | Clerical employees | 105 | 110 | ||
| Fireplaces business | 44 750 | 57 681 | Workers | 427 | 416 |
| Natural stone products business | 7 400 | 7 317 | Total number of employees | 532 | 526 |
| Total net sales per business area | 52 150 | 64 998 | 1.5. Depreciation according to plan | ||
| 1.1.2. Net sales per geographical area | Intangible rights | 20 | 16 | ||
| Finland | 21 275 | 23 788 | Other long-term expenditure | 798 | 970 |
| Rest of Europe | 29 612 | 39 971 | Buildings and constructions | 554 | 470 |
| USA | 1 263 | 1 239 | Machinery and equipment | 2 810 | 2 386 |
| Total net sales per geographical area | 52 150 | 64 998 | Other tangible assets | 18 | 3 |
| 1.2. Other operating income | Land areas | 33 | 34 | ||
| Rental income | 128 | 59 | Goodwill | 0 | 47 |
| Charges for intergroup services | 2 245 | 465 | Depreciation according to plan in total | 4 233 | 3 926 |
| Government grants | 113 | 288 | The company has changed its accounting policy for amortising | ||
| Proceeds from sale of fixed and other non-current investments | 80 | 88 | quarries and mining rights from the straight-line method to the unit | ||
| Other income | 107 | 120 | of production method. The change in the amortisation method resulted in a decrease of amortisation amounting to EUR 284 |
||
| Total other operating income | 2 673 | 1 020 | thousand for 2007 in comparison to the amortisation method | ||
| 1.3. Materials and services | previously applied. | ||||
| Materials and supplies (good) | 1.6. Financial income and expenses | ||||
| Purchases during the fiscal year | 12 176 | 12 502 | Dividend income | 10 | 5 |
| Change in inventories, increase (-) / decrease (+) | 16 | -888 | Interest and finance income | ||
| External charges | 6 398 | 6 648 | Interest income from group companies | 93 | 62 |
| Total materials and services | 18 590 | 18 262 | Interest income from others | 152 | 130 |
| 1.4. Personnel expenses and number of employees | Total interest income | 245 | 192 | ||
| 1.4.1. Personnel expenses | Interest expenses | -907 | -489 | ||
| Salaries and wages | 17 366 | 18 846 | Exchange rate gains / losses | -42 | -19 |
| Pension expenses | 3 133 | 3 430 | Reduction in value of investments held as non-current assets | -6 | 0 |
| Other social security expenses | 1 516 | 1 657 | Other financial income and expenses | -9 | -8 |
| Total personnel expenses | 22 015 | 23 933 | Financial income and expenses in total | -709 | -319 |
| 1.4.2. Salaries and fees paid to Directors | 1.7. Untaxed reserves | ||||
| Salaries and other short-term employee benefits of the Board of Directors and | Change in accelerated depreciation | 950 | -737 | ||
| the Managing Director and of the deputy to managing director | 473 | 469 | 1.8. Income taxes | ||
| Other long term employee benefits | 89 | 77 | Income taxes on ordinary operations | 714 | 1 583 |
| Salaries and wages | Change in deferred tax liabilities / tax assets | -84 | -63 | ||
| Managing Director and the deputy to Managing Director | 242 | 269 | Income taxes in total | 630 | 1 520 |
| Members of the Board | |||||
| Bishop Ambrosius | 15 | 12 | |||
| Erma Juhani | 23 | 19 | |||
| Makkonen Eero | 15 | 12 | |||
| Paukkonen Aimo | 0 | 12 | |||
| Toivanen-Koivisto Maarit | 15 | 0 | |||
| Vauhkonen Heikki | 50 | 37 | |||
| Vauhkonen Reijo | 27 | 29 | |||
| Virtaala Matti | 86 | 79 |
| EUR 1 000 | 2 007 | 2006 | EUR 1 000 | 2007 | 2006 |
|---|---|---|---|---|---|
| 2.1. Intangible assets | 2.2. Tangible assets | ||||
| 2.1.1. Capitalised development expenditure | 2.2.1. Land | ||||
| Capitalised development expenditure received in merger | 42 | 0 | Acquisition cost January 1 | 1 172 | 1 172 |
| Balance sheet value of capitalised development expenditure December 31 |
42 | 0 | Land received in merger | 3 | |
| 2.1.2. Intangible rights | Additions Acquisition cost December 31 |
203 1 378 |
0 1 172 |
||
| Acquisition cost January 1 | 550 | 516 | Accumulated depreciation January 1 | 153 | 119 |
| Additions | 18 | 34 | Depreciation for the financial year | 33 | 34 |
| Acquisition cost December 31 | 568 | 550 | Accumulated depreciation December 31 | 186 | 153 |
| Accumulated depreciation according to plan January 1 | 440 | 424 | Balance sheet value of land, December 31 | 1 192 | 1 019 |
| Depreciation for the financial year | 20 | 16 | 2.2.2. Buildings and constructions | ||
| Accumulated depreciation December 31 | 460 | 440 | Acquisition cost January 1 | 13 280 | 11 662 |
| Balance sheet value of intangible rights, December 31 | 108 | 110 | Buildings and constructions received in merger | 1 589 | |
| 2.1.3. Goodwill | Additions | 298 | 1 618 | ||
| Acquisition cost January 1 | 1 345 | 1 345 | Acquisition cost December 1 | 15 167 | 13 280 |
| Received in merger | 7 459 | 0 | Accumulated depreciation according to plan January 1 | 5 864 | 5 394 |
| Acquisition cost December 31 | 8 804 | 1 345 | Accumulated depreciation received in merger | 628 | |
| Accumulated depreciation according to plan January 1 | 1 345 | 1 298 | Depreciation for the financial year | 554 | 470 |
| Depreciation for the financial year | 0 | 47 | Accumulated depreciation December 31 | 7 046 | 5 864 |
| Accumulated depreciation December 31 | 1 345 | 1 345 | Revaluation received in merger | 505 | |
| Balance sheet value of goodwill, December 31 | 7 459 | 0 | Balance sheet value of buildings and constructions, December 31 | 8 626 | 7 416 |
| The parent company's goodwill comprises merger losses. | 2.2.3. Machinery and equipment | ||||
| 2.1.4. Other long term expenditures | Acquisition cost January 1 | 38 574 | 33 806 | ||
| Acquisition cost January 1 | 13 441 | 12 446 | Machinery and equipment acquired in merger | 5 562 | |
| Other long term expenditures received in merger | 135 | Additions | 2 221 | 5 063 | |
| Additions | 4 085 | 996 | Disposals | 322 | 295 |
| Acquisition cost December 31 | 17 661 | 13 442 | Acquisition cost December 31 | 46 035 | 38 574 |
| Accumulated depreciation according to plan January 1 | 10 355 | 9 385 | Accumulated depreciation according to plan January 1 | 28 503 | 26 401 |
| Accumulated depreciation received in merger | 34 | Accumulated depreciation on disposals | 279 | 284 | |
| Depreciation for the financial year | 798 | 970 | Accumulated depreciation received in merger | 4 391 | |
| Accumulated depreciation December 31 | 11 187 | 10 355 | Depreciation for the financial year | 2 810 | 2 386 |
| Balance sheet value of long term expenditure, December 31 | 6 474 | 3 087 | Accumulated depreciation December 31 | 35 425 | 28 503 |
| Total intangible assets | 14 083 | 3 197 | Balance sheet value of machinery and equipment, December 31 | 10 610 | 10 071 |
The balance sheet value of other long term expenditure includes EUR 3.3 million for stone research and costs relating to the opening of new soapstone quarries and of quarries not yet taken into production use.
| EUR 1 000 | 2007 | 2006 | EUR 1 000 | 2007 | 2006 |
|---|---|---|---|---|---|
| 2.2.4. Other tangible assets | 2.7. Non-current receivables | ||||
| Acquisition cost January 1 | 198 | 198 | Trade receivables | 0 | 0 |
| Additions | 83 | 0 | Receivables for group companies | ||
| Acquisition cost December 31 | 281 | 198 | Loan receivables | 381 | 851 |
| Accumulated depreciation according to plan January 1 | 166 | 163 | Prepayments and accrued income | 15 | 29 |
| Depreciation for the financial year | 18 | 3 | Total non-current receivables | 396 | 880 |
| Accumulated depreciation December 31 | 184 | 166 | 2.8. Deferred tax assets | ||
| Balance sheet value of other tangible assets, December 31 | 97 | 32 | Provisions and accrued expenses | 244 | 142 |
| 2.2.5. Advance payments | Provisions and accrued expenses received in merger | 142 | 0 | ||
| Advance payments | 37 | 110 | Deferred tax assets, total | 386 | 142 |
| Advance payments received in merger | 70 | 2.9. Current receivables | |||
| Total advance payments | 107 | 110 | Receivables form group companies | ||
| Total tangible assets | 20 632 | 18 648 | Trade receivables | 98 | 324 |
| Amount of machinery and equipment included in balance sheet value | 9 559 | 9 463 | Accrued income | 0 | 21 |
| 2.3. Shares in Group Companies | Receivables from participating interest undertakings | ||||
| % | % | Trade receivables | |||
| Kivia Oy, Kuhmo | 100 | 100 | Receivables from others | ||
| Kermansavi Oy, Heinävesi, merged with parent company as at December 31, 2007 | 100 | Trade receivables | 4 712 | 6 446 | |
| Tulikivi U.S. Inc., USA | 100 | 100 | Other receivables | 66 | 307 |
| AWL-Marmori Oy, Turku | 100 | 100 | Other accrued income | ||
| The New Alberene Stone Company Inc., USA | 100 | 100 | Receivables from grants | 85 | 1 267 |
| Uuni Vertriebs GmbH, Germany | 100 | 100 | Prepayments | 123 | 143 |
| OOO Tulikivi, Russia | 100 | 100 | Employment pension receivable | 26 | 0 |
| In addition to its subsidiaries, Tulikivi Corporation has a branch office in Germany, | Interest receivable | 141 | 70 | ||
| Tulikivi Oyj Niederlassung Deutschland. | Other accrued income | 118 | 58 | ||
| Associated companies | Receivables from other, total | 5 271 | 8 291 | ||
| Stone Pole Oy, Juuka | 27 | 27 | Total current receivables | 5 369 | 8 636 |
| Leppävirran Matkailukeskus Oy, Leppävirta | 33 | 2.10. Shareholders' equity | |||
| 2.4. Receivables from Group companies | Capital stock January 1 | 6 314 | 6 192 | ||
| Capital loan, AWL-Marmori Oy | 34 | 34 | Capital stock December 31 | 6 314 | 6 314 |
| Capital loan, Kivia Oy | 0 | 490 | Share premium fund January 1 | 7 334 | 5 351 |
| Receivables from Group companies, total | 34 | 524 | Share premium fund December 31 | 7 334 | 7 334 |
| 2.5. Other investments | Retained earnings January 1 | 10 903 | 9 760 | ||
| Stone Pole Oy | 1 | 1 | Dividend paid | -3 320 | -2 530 |
| Other | 32 | 37 | Charitable contribution | -124 | -62 |
| Total other investments | 33 | 38 | Retained earnings December 31 | 7 458 | 7 168 |
| 2.6. Inventories | Profit for the year | 46 | 3 735 | ||
| Raw material and consumables | 5 985 | 4 414 | Total shareholders' equity | 21 153 | 24 551 |
| Finished products/goods | 6 224 | 3 006 | |||
| Total inventories | 12 209 | 7 420 |
| EUR 1 000 | 2007 | 2006 | EUR 1 000 | 2007 | 2006 |
|---|---|---|---|---|---|
| 2.11. Statement of distributable earnings December 31 | 2.15 Given guarantees, contingent liabilities and other commitments | ||||
| Profit for the previous years | 7 458 | 7 168 | Loans and credit limit accounts with related mortgages and pledges | ||
| Profit for the year | 46 | 3 735 | Loans from credit institutions | 15 312 | 16 003 |
| Total distributable earnings | 7 504 | 10 903 | Credit limit accounts | 5 000 | 4 300 |
| 2.12. Provisions | Other long-term liabilities | 3 051 | 0 | ||
| Warranty provision | 447 | 307 | Real estate mortgages given | 8 891 | 5 910 |
| Environmental provision | 397 | 240 | Company mortgages given | 12 975 | 3 612 |
| Provisions, total | 844 | 547 | Pledges shares | 0 | 11 000 |
| 2.13 Non-current liabilities | Object of purchase/ Installment credit | 3 051 | 2 375 | ||
| Loans from credit institutions | 15 211 | 11 632 | Pledged leaseholds | 219 | 0 |
| Installment credit | 2 540 | 2 350 | Given mortgages and pledges, total | 25 136 | 22 897 |
| Other non-current liabilities | 347 | 347 | Other own liabilities for which guarantees have been given | ||
| Letter of credit limit | 0 | 150 | |||
| Total non-current liabilities | 18 098 | 14 329 | Production and warranty guarantees | 520 | 721 |
| 2.14. Current liabilities | Other commitments Other own liabilities for which guarantees have been given |
680 1 200 |
755 1 626 |
||
| Liabilities to group companies | Guarantees given | 420 | 115 | ||
| Trade payables | 1 271 | 154 | Real estate mortgages given | 745 | 2 018 |
| Liabilities to associates | Pledges given | 35 | 10 | ||
| Trade payables | 6 | 19 | Guarantees given on behalf of other own liabilities, total | 1 200 | 2 143 |
| Liabilities to others | Leasing commitments | ||||
| Loans from credit institutions | 2 852 | 2 178 | Due during the financial year 2008 | 20 | 5 |
| Advances received | 2 | 0 | Due later | 18 | 20 |
| Trade payables | 2 811 | 2 526 | Leasing commitments, total | 38 | 25 |
| Other current liabilities | 1 225 | 1 047 | Leasing agreements are three to six years in duration and do not include redemption clauses. | ||
| Accrued liabilities | Derivatives | ||||
| Salaries, wages and social costs | 4 902 | 4 732 | Interest rate swaps, nominal value | 7 354 | 8 250 |
| Discounts and marketing expenses | 505 | 1 258 | Interest rate swaps, fair value | 138 | 68 |
| External charges | 276 | 701 | |||
| Interest liabilities | 219 | 0 | |||
| Tax liabilities | 39 | 233 | |||
| Cancellation of contracts | 0 | 183 | |||
| Other accrued liabilities | 486 | 501 | |||
| Total current liabilities | 14 594 | 13 532 |
The purchase price of the Kivia Oy shares acquired in 2003 is partly contingent. If the terms and conditions of the contingent price are fulfilled, purchase price of EUR 0.3 million now included in the long-term liabilities will fall due in 2008.
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 environmental authorisations, the Group has given guarantees to effect of EUR 95 000 in total.
| 2 852 500 1 287 679 11.15 2 957 000 42 739 8.08 477 500 2 479 520 7.96 1 460 000 957 152 6.51 0 1 902 380 5.12 797 500 846 300 4.43 397 500 400 200 2.15 0 718 430 1.93 397 500 277 040 1.82 0 608 140 1.64 K shares A shares Proportion, % 2 852 500 1 287 679 24.24 2 957 000 42 739 24.07 1 460 000 957 152 12.65 797 500 846 300 7.17 477 500 2 479 520 5.90 397 500 400 200 3.56 397 500 277 040 3.46 0 1 902 380 1.55 100 000 340 000 1.09 100 000 0 0.81 The members of the Board and managing director control 7 269 500 K shares and 2 509 710 A shares representing 61.14 % of votes. Shareholders Proportion Shares Proportion pcs % pcs % of shares 353 7.95 24 830 0.07 2 116 47.65 1 177 865 3.17 1 420 31.97 3 549 502 9.56 277 6.24 2 117 550 5.70 250 5.63 5 924 065 15.95 25 0.56 24 350 158 65.55 4 441 100.00 37 143 970 100.00 |
1. Vauhkonen Reijo 2. Vauhkonen Heikki 3. Elo Eliisa 4. Virtaala Matti |
||||
|---|---|---|---|---|---|
| 5. Ilmarinen Mutual Pension Insurance Company | |||||
| 6. Mutanen Susanna | |||||
| 7. Vauhkonen Mikko | |||||
| 8. Paatero Ilkka | |||||
| 9. Nuutinen Tarja | |||||
| 10. Investment Fund Phoebus | |||||
| 10 Major shareholders according to number of votes Shares registered in the name of a nominee are not included. |
|||||
| 1. Vauhkonen Reijo | |||||
| 2. Vauhkonen Heikki | |||||
| 3. Virtaala Matti | |||||
| 4. Mutanen Susanna | |||||
| 5. Elo Eliisa | |||||
| 6. Vauhkonen Mikko | |||||
| 7. Nuutinen Tarja | |||||
| 8. Ilmarinen Mutual Pension Insurance Company | |||||
| 9. Suomen Kulttuurirahasto | |||||
| 10. Sivonen Juha | |||||
| Breakdown of share ownership of December 31, 2007 Number |
|||||
| 1 - 100 | |||||
| 101 - 1000 | |||||
| 1001 - 5000 | |||||
| 5001 - 10000 | |||||
| 10001 - 100000 | |||||
| 100001 - | |||||
| Total | |||||
| Holding, % Votes, % |
On December 31, 2007 the Company's shareholders were broken down by sector as follows: Sector |
||||
| 2.01 0.61 |
Enterprises | ||||
| 11.30 3.41 |
Financial and insurance institutions | ||||
| 5.13 1.55 |
Public organisations | ||||
| 2.81 1.58 |
Non-profit organisations | ||||
| 78.54 92.79 |
Households | ||||
| 0.20 0.06 |
Foreign | ||||
| Total | 100.00 | 100.00 |
Nominee-registered shares, 2 800 106 in total (7.54 % of the capital stock), are entered under financial and insurance institutions.
In Nunnanlahti February 6, 2008
Matti Virtaala Bishop Ambrosius Juhani Erma
Eero Makkonen Maarit Toivanen-Koivisto Reijo Vauhkonen
Heikki Vauhkonen Managing Director
We have audited the accounting records, the report of the Board of Directors, the financial statements and the administration of Tulikivi Corporation for the period 1.1. - 31.12.2007. The Board of Directors and the Managing Director have prepared the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, containing the consolidated balance sheet, income statement, cash flow statement, statement on the changes in equity and notes to the financial statements, as well as the report of the Board of Directors and the parent company's financial statements, prepared in accordance with prevailing regulations in Finland, containing the parent company's balance sheet, income statement, cash flow statement and notes to the financial statements. Based on our audit, we express an opinion on the consolidated financial statements, as well as on the report of the Board of Directors, the parent company's financial statements and the administration.
We conducted our audit in accordance with Finnish Standards on Auditing. Those standards require that we perform the audit to obtain reasonable assurance about whether the report of the Board of Directors and the financial statements are free of material misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the report and in the financial statements, assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. The purpose of our audit of the administration is to examine whether the members of the Board of Directors and the Managing Director of the parent company have complied with the rules of the Limited Liability Companies Act.
In our opinion the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view, as defined in those standards and in the Finnish Accounting Act, of the consolidated results of operations as well as of the financial position.
In our opinion the parent company's financial statements have been prepared in accordance with the Finnish Accounting Act and other applicable Finnish rules and regulations. The parent company's financial statements give a true and fair view of the parent company's result of operations and of the financial position.
In our opinion the report of the Board of Directors has been prepared in accordance with the Finnish Accounting Act and other applicable Finnish rules and regulations. The report of the Board of Directors is consistent with the consolidated financial statements and the parent company's financial statements and gives a true and fair view, as defined in the Finnish Accounting Act, of the result of operations and of the financial position.
The consolidated financial statements and the parent company's financial statements can be adopted and the members of the Board of Directors and the Managing Director of the parent company can be discharged from liability for the period audited by us. The proposal by the Board of Directors regarding the disposal of distributable funds is in compliance with the Limited Liability Companies Act.
In Nunnanlahti February 26, 2008 KPMG OY AB
Ari Eskelinen Authorised Public Accountant
FI-83900 Juuka Tel. +358 207 636 000 Fax +358 207 636 130 www.tulikivi.com [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 +358 207 636 505
Helsingintie 108 FI-23310 Taivassalo Tel. +358 207 636 880 Fax +358 207 636 888
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 Kivikatu 2-4 FI-88900 Kuhmo Tel. +358 207 636 700 Fax +358 207 636 720
P.O. Box 7547 Charlottesville, VA 22906-7547, USA Tel. +1 800 843 3473
Wernher-von-Braun-Str. 5 D-63263 Neu-Isenburg, Germany Tel. +49 6102 74 140 Fax +49 6102 741 414
Liteiniy pr., 22 191028 St. Petersburg, Russia Tel. +990 7 8129 512 655
STONE POLE OY Kuhnustantie 10 FI-83900 Juuka Tel. +358 207 636 600 Fax + 358 207 636 609
Rasiahontie 3 FI-79700 Heinävesi Tel. +358 207 636 501 Fax +358 207 636 505
Nearest distributor on Internet site www.tulikivi.com
BENELUX DUTRY & CO. Vichtestraat 147 B-8540 Deerlijk Belgium Tel. +32 56 776 090 Fax +32 56 774 294
EUROTRIAS S.R.L. – GMBH Via G. Di Vittorio 9 I-39100 Bolzano/Bozen Italy Tel. +39 0 471 201 616 Fax +39 0 471 201 689
Bahnhofstrasse 54 A-4810 Gmunden Austria Tel. +43 7612 744 58 Fax +43 7612 744 584
Baltic TK Pihlaka 1 a 11216 Tallinn Estonia Tel. +372 6555 486 Fax +372 6555 487
TULIKIVI OYJ 75, avenue Parmentier F-75011 Paris France Tel. +33 1 40 21 25 65 Fax +33 1 40 21 24 00
FI-83900 Juuka Finland Tel. +358 207 636 000 Fax +358 207 636 120
Tel. +49 6102 74 140 Fax +49 6102 741 414
Duggingerstrasse 10 CH-4153 Reinach BL Switzerland Tel. +41 61 715 9911 Fax +41 61 715 9919
TULIKIVI U.S., INC. P.O. Box 7547 Charlottesville, VA 22906-7547 USA Tel. +1 800 843 3473
OOO TULIKIVI Liteiniy pr., 22 191028 St. Petersburg Russia Tel. +990 7 8129 512 655
Baltic TK Pihlaka 1 a 11216 Tallinn Estonia Tel. +372 6555 486 Fax +372 6555 487
Tulikivi Corporation, FI-83900 Juuka, tel. +358 207 636 000, fax +358 207 636 130, www.tulikivi.com VAT-number 0350080-1, domicile Juuka
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