2011-03-07 10:45:00 CET
2011-03-07 10:45:04 CET
REGULATED INFORMATION
Tiimari Oyj Abp - Financial Statement Release
Tiimari Plc: DECLINE IN SALES CUT THE PROFITABILITY IMPACT OF THE EFFICIENCY MEASURES
Tiimari Plc Stock Exchange Release on the Annual Statement 7th March 2011 at
11:45
DECLINE IN SALES CUT THE PROFITABILITY IMPACT OF THE EFFICIENCY MEASURES
THE YEAR 2010 IN BRIEF
- Turnover declined 6% to EUR 75.8 million (80.6)
- % Gross profit in comparative numbers: 59% (60)
- EBITDA EUR -2.6 million (-3.1)
- EBITDA without non-recurring items: EUR 0.4 million (0.0) (Refer to the
breakdown in the Group key figures)
- Operating profit before amortizations (EBITA): EUR -5.7 million (-6.7)
- Operating profit (EBIT): EUR -12.6 million (-8.2)
- Adjusted cash flow from operations was EUR 2.3 million (Refer the breakdown
in the Group key figures)
- Net interest-bearing loans grew to EUR 26.0 million (22.6) and net gearing
grew to 208.5 % (86)
- Equity ratio was 18.9% (34.7%)
- Earnings per share: -0.89 (-0.73)
- Equity / share EUR 0.76 (1.79)
THE FOURTH QUARTER 2010 IN BRIEF
- Turnover declined 7.5% to EUR 29.9 million (32.4)
- % Gross profit in comparative numbers: 59% (60)
- EBITDA: EUR 4.4 million (3.7)
- EBITDA without non-recurring items: EUR 4.4 million (6.8)
- Operating profit before amortizations (EBITA): EUR 3.6 million (2.6)
- Operating profit before amortizations and non-recurring items: 3.6 million
(5.7)
- Operating profit: EUR -3.3 million (1.2)
- Earnings per share: EUR -0.24 (0.05)
OUTLOOK FOR THE BUSINESS SECTOR AND TIIMARI IN 2011
We estimate that the growth in national economies will support moderate growth
for the whole retail sector in 2011, particularly in Sweden, but, with some
delay, also in Finland and later on in the Baltic states. The customer activity
of Gallerix in Sweden grew in the course of the year 2010 in particular.
We estimate that during 2011, the declining trend in Tiimari's turnover,
reported on a monthly basis, will cease and that Tiimari's operating profit for
the entire year 2011 will be positive. The turnover of Gallerix is estimated to
grow and its operating profit is anticipated to be positive and better than in
2010.
As announced in release on 30 December 2010 about the Standstill Agreement the
company identifies during the first half of 2011 structural and financial
options to strengthen its balance sheet, and these solutions may have a
significant impact on performance throughout the year.
HANNU KROOK, CEO:
Discontinuing unprofitable business activities with negative cash flows played
a pivotal role in the profit improvement program in 2010. The focus of the
operational development was on improving the efficiency of shop activities and
cost structures. Our long-term goal is to decrease the proportion that the
personnel and rental expenses represent in our turnover.
On the basis of the earnings improvement program and the rationalization of
activities we have slimmed down our cost structure quite significantly and
nearly doubled the turnover of our current assets. The cost savings from the
earnings improvement program were carried out in accordance with our plans and
the level of current assets was lower than year before.
Tiimari's annual profit improved from previous year, but was lower than we
expected due to weaker Christmas sales than in the previous year. Christmas
sales remained below the target mainly due to the fact that the purchases of
many of the key products were too small. Some 60% of the decline in the last
quarter decreased the margin, weakened the operating profit correspondingly and
significantly cut down on the positive effect which we had gleaned from making
the cost structure more efficient.
Tiimari's sales margin in euros has been declining as a result of the negative
trend in the number of customers, caused by price increases and changes in our
product offering. To turn the negative development in the number of customers
around, we, in October, lowered the prices of 640 products in our basic product
range as part of our new pricing structure based on permanently low-priced
products. Tiimari is perceived as an inexpensive store in the minds of the
consumers, so I believe that the permanently low prices will work to increase
the number of customers and the sales as a result.
Another important factor in setting growth on the right track is the
development of our product range. We will endeavor to return our product
offering closer to Tiimari's roots, and offer our customers in the future
humorous, different, and unusual products - at the right price. Work on the
Tiimari brand has continued in parallel with effecting the changes. Customer
loyalty among Tiimari's active customers is strong. We strongly believe that
the results of the launch of the new product range will soon become evident in
the development of customer visits and sales growth.
Our investments last year were rather moderate and made to increase the
operational efficiency. These included the modernization of the goods flow
control system, the launch of an inventory system, measures to improve payments
and shop investments for the launch of a holiday product offering.
On the 30th of December 2010, the company concluded a so-called Standstill
agreement with financial institutions which had granted Tiimari financing on
the terms of interest-bearing outside capital for the period ending on the 30th
of December 2011. This is to stabilize the Group's financial situation and
liquidity during 2011. The continuation of financing while the Standstill
agreement is in force is not tied to the realization of the covenants related
to the key economic figures agreed upon in financing agreements. As the January
and February sales particularly in Finland were less than expected, the
financing situation of the company continues to be challenging.
GOING CONCERN
The Group's Financial Statement was prepared according to the going concern
principle with the assumption that the operations of the company will continue
for 12 months. Furthermore, the principle presupposes that the company is able
to execute the realization of assets and the payment of loans through its
ordinary business activities. Tiimari's economic situation is challenging. The
going concern principle is based on the business operations plan approved by
the Board of Directors and on the new financing plan. The company has adopted
measures to identify structural and financing options to strengthen its balance
sheet on an accelerated schedule as was announced in connection of the
publication of the Standstill agreement on the 30th of December 2010.
FOR ADDITIONAL INFORMATION, CONTACT
Hannu Krook, CEO, phone +358-3-812 911, hannu.krook@tiimari.fi
Kai Järvikare, CFO, phone +358-44-712 9475, kai.jarvikare@tiimari.fi
Tiimari has today published a report on its management and control system for
the year 2010. The report can be read at the Company web site www.tiimari.fi.
THE FOURTH QUARTER
The Group's turnover for the fourth quarter declined by 7.5% to EUR 29.9
million (32.4). The decline in the turnover decreased profitability, resulting
in an operating profit before amortizations and non-recurring items of EUR 3.6
million (5.7). In the fourth quarter, Tiimari recorded a goodwill impairment in
the Tiimari business operations amounting to EUR 6.9 million with no effect on
the cash flow. The operating profit for the period under review was EUR -3.3
million (1.2).
The financing costs remained at the previous year's level at EUR 0.7 million
(0.7)
The results for the period under review declined to EUR -3.9 million (0.9).
The total earnings per share was EUR -0.24 (0.05).
SEGMENTS
The turnover for the Tiimari segment in the fourth quarter was EUR 25.1 million
(28.0) with a decline of EUR 2.9 million on the previous year. During the
period under review, the number of shops on average was twenty lower than a
year ago.
Operating profit before amortizations and without non-recurring items was EUR
4.3 million (7.2), of which the most significant item was recording the
goodwill impairment loss for the business operations.
The turnover in the Gallerix segment in the period under review grew by EUR 0.4
million to EUR 4.8 million (4.4). The growth in the turnover was largely a
result of developments in the currency rate of the Swedish krona. With
comparative exchange rates, the turnover would have declined 0.4%. The
operating profit was EUR 0.3 million (-0.2).
IMPAIRMENT
The units which contain Goodwill are tested annually for potential impairment.
The reporting structure used in the monitoring of the Group's business
operations did not change during 2010. Units generating cash flow, which have a
Goodwill value, are: Tiimari and Gallerix
On the basis of the calculations, an impairment of EUR 6.9 million was recorded
in Tiimari's goodwill in the last quarter of 2010. After this Tiimari's
goodwill equates to EUR 23.8 million. On the basis of the calculations, there
is no need to record a goodwill impairment regarding Gallerix. Gallerix's
goodwill in its business operations is EUR 2.1 million.
In the Impairment testing, the Goodwill of a unit, carrying amount, is compared
with the recoverable amount. The discretion and estimates of the company
management play a pivotal role in preparing goodwill impairment calculations.
If the recoverable amount is lower than the carrying amount entered as a book
value in the balance sheet, the difference is recognized as an impairment which
decreases the profit. The recoverable amount of is either the fair value less
cost to sell or the value-in-use, whichever is the higher of the two. The
recoverable amount used in the Impairment testing is the value-in-use which is
calculated using the discounted present value of the future cash flows expected
to arise from the continuing use of an asset, and from its disposal at the end
of its useful life.
The cash flow estimate for Tiimari is based on budgeted one percent growth for
2011. The nominal turnover in 2008 of EUR 71.1 million (which had the margin of
63.8%) would be reached in 2014(turnover EUR 71.4 million). This would mean an
annual growth of 4.5% in 2012, 2013, and 2014. The terminal growth assumption
is 3%. In 2010 the margin was 63.6%, in 2011 the expectation is 63.0%, in 2012
the expectation is 63.0%, in 2013 the expectation is 62.4%, in 2014 the
expectation is 62.0% with the terminal expectation at 61.6%. The growth of
fixed costs is expected to be an average of 2% per annum. The pre-tax discount
rate used was 10.51% (9.08%).
The cash flow estimate for Gallerix is based on budgeted 0.7% growth for the
year 2011. In 2011, 2012, and 2014 the annual growth is assumed to be 5.5%. The
terminal growth expectation is 1.4%. The margin was 35.8% in 2010, with an
expectation of 36.0%. On average, the growth in fixed costs is expected to be
2% per annum. The pre-tax discount rate used was 10.51% (9.08%). The increase
of Gallerix pre-tax discount rate is due to the fact of using the same discount
rate as for Tiimari.
In the sensitivity analysis for Tiimari, a pre-tax discount rate of 11.51%
would lead to the goodwill impairment being EUR 3.6 million higher. The
corresponding growth percentages of 0.5%, 4%, 4%, 4% and the terminal growth of
2.5% would lead to a goodwill impairment of a EUR 8.5 million. In the
sensitivity analysis for Gallerix, a pre-tax discount rate of 11.51% would not
lead to goodwill impairment. The discount rate value of 16.56% would lead to
discounted cash flow equivalent to book value. The corresponding growth
percentages 0.2%, 5%, 5%, 5% and terminal growth of 0.9% would not lead to
goodwill impairment. The discounted cash flow would equal book value with
corresponding growth rates of -0.77%, 3.99%, 3.99%, 3.99%, and the terminal of
-0.15%.
FINANCING
On the 30th of December 2010, the company concluded a so-called Stand-still
agreement with the financial institutions which had granted Tiimari financing
on the terms of interest-bearing outside capital for the period ending on the
30th of December 2011. This is intended to stabilize the Group's financial
situation and liquidity during 2011. The continuation of financing while the
Standstill agreement is in force is not tied to the realization of the
covenants related to the realization of the key economic figures agreed upon in
financing agreements.
Standstill Agreement requires measures regarding capital structure, corporate
structure and other activities related to the securing of long-term funding.
THE FINANCIAL PERIOD IN BRIEF
Tiimari's turnover declined along with the decline in the number of customers
and was EUR 75.8 million (80.6). The profitability of the company did not reach
its goals as a result of the decline in turnover. The decreased turnover
lowered the margin in particular. The actual decline in sales decreased the
intended impact of the actual cost cuts on the operating margin.
Gross margin without non-recurring items improved to EUR 0.4 million (0.0) and
the operating profit before amortizations(EBITA) was EUR -5.7 million (-6.7).
The operating profit (EBIT) totaled EUR -12.6 million (-8.2).
Adjusted operating cash flow from the business operations was EUR 2.3 million.
The financing situation of the Group was strengthened by a convertible capital
loan of EUR 3.0 million issued on 30th December 2010.
THE GROUP'S KEY FIGURES
More about the key figures as well as the figures are available in the notes to
the Financial Statement.
REVENUE DEVELOPMENT OF THE GROUP
Tiimari's revenue fell by 6% to EUR 75.8 million (80.6). Gross operating margin
before non-recurring times was EUR 0.4 million (0.0). The operating profit of
EUR -2.6 million (-3.1) contained non-recurring expenses of EUR 3.0 million
(3.1). (Refer to the breakdown in the key figures of the Group.)
Net financing expenses were EUR 2.2 million (3.1). The actual strengthening of
the equity structure and the decline in the general interest rate at the end of
2009 decreased the interest expenses, but additional costs were incurred due to
the reorganization of financing during the financial period.
Taxes for the financial period were EUR 0.2 million (0.5), mainly due to the
reduction of deferred tax liabilities related to purchasing price allocations.
The results for the financial period were EUR -14.7 million (-10.8)
Earnings per share in the financial period was EUR -0.89 (-0.73).
SEGMENTS
The Group is comprised of two business segments: Tiimari and Gallerix. The
Tiimari segment consists of shops in line with the Tiimari retail shop concept
with purchasing, logistics and marketing support functions in Finland and the
Baltic states. The Gallerix segment consists of franchising operations in line
with the Gallerix retail shop concept and its own shops in Sweden. The figures
reported from the business segments also include income statement and balance
sheet items caused by the purchase of the companies, that is to say, the
depreciation related to historical cost conventions, intangible assets and
goodwill.
TIIMARI
The revenue for the Tiimari segment fell by 7.4% to EUR 61.9 million (66.9).
Revenue development deteriorated especially in Finland and the Baltic states.
Tiimari completed its withdrawal from markets outside Finland and the Baltic
states.
The gross margin was EUR -1.3 million (-0.4). The gross margin was weakened by
the sales campaigns aimed at cutting down the product range. Tiimari has
focused on a renewal of its product offering.
Like for like sales of Tiimari's operations in Finland in 2010 was EUR 58.3
million EUR (59.6) and index was 97.9.
At the close of the financial period, Tiimari had 186 shops (209) and the
average number during the financial period was 187 (207).
Number of shops during the financial period Dec 2010 Dec 2009
---------------------------------------------------------------
Finland 167 171
---------------------------------------------------------------
Estonia 13 16
---------------------------------------------------------------
Latvia 4 4
---------------------------------------------------------------
Lithuania 2 2
---------------------------------------------------------------
Norway 0 0
---------------------------------------------------------------
Poland 0 10
---------------------------------------------------------------
Russia 0 0
---------------------------------------------------------------
Sweden 0 6
---------------------------------------------------------------
Total shops 186 209
---------------------------------------------------------------
Investments during the financial period were EUR 0.6 million (1.1). The
investments were mainly focused on the inventory system and logistics
development.
The average number of employees in the segment during the financial period was
553 (648). The figure is calculated on the basis of normal working hours.
GALLERIX
Gallerix's turnover totaled EUR 13.9 million (13.4). With unchanged currency
rates Gallerix's revenue declined 0.4%. The gross margin grew to EUR 0.1
million (-0.5).
The average number of employees in the segment during the financial period was
36 (61).
OTHERS
The other segment comprises Group Management. The segment revenue was EUR 0.4
million (1.0) and the operating profit EUR -1.5 million (-2.5). The number of
staff at the end of the period under review was 2 (2), the average number
during the financial period was 2 (10). The capital expenditure of the segment
was EUR 0.0 million (0.0).
FINANCING
The Group's net working capital decreased to EUR -1.6 million (0.3).
The inventory level declined by EUR 0.6 million to EUR 14.4 million (15.0).
Short-term receivables totaled EUR 4.1 million (3.4) up by EUR 0.7 million.
Short-term non-interest bearing liabilities totaled EUR 20.1 million (18.1).
Long-term assets totaled EUR 45.8 million (54.5). The decline in long-term
assets is accounted for by an impairment of EUR 6.9 million in the Tiimari
goodwill.
STANDSTILL AGREEMENT
In accordance with the Standstill agreement, checking account limits amounting
to EUR 7.5 million were in use at the end of the year, as opposed to the
previous year. In the Financial Statement, these would amount to EUR 3.4
million gross in assets and in short-term loans to EUR 7.5 million. These items
are expressed in net sums in the Financial Statement so that the liquid assets
show zero and the short-term loans, EUR 4.1 million.
In accordance with the Standstill agreement, EUR 2.5 million of the EUR 3.0
million capital loan would be assigned to the long-term interest-bearing
outside capital and the rest EUR 0.5 million imputed to the equity. In the
Financial Statement, the items are not entered in the balance sheet. These
items have been recorded as an event after the financial year.
FINANCING SITUATION
The long-term interest-bearing outside capital decreased by EUR 6.3 million to
EUR 15.9 million (22.2).
The equity ratio was 18.9% (34.7) and the net gearing, 208.5%.
The amount of interest bearing liabilities at the end of the financial period
was EUR 26.0 million (22.6). Of these, EUR 15.9 million (22.2) were long-term.
The total amount of capital loans was EUR 4.7 (4.7). Cash and bank totaled EUR
1.6 million (3.0) at the end of the financial period. The decrease in cash and
bank is accounted for by the fact the total available checking account limit in
accordance with the Standstill agreement is not entered in them. The cash
available amounts to EUR 3.4 million more than recorded in the balance sheet.
The net operating cash flow was EUR -2.5 million (3.8) and cash flow from
investment activities was EUR -0.9 million (-0.8). Investments in tangible
assets were EUR 0.8 million (1.3) and business acquisitions were EUR 0.0
million (0.0). Sales of fixed assets totaled EUR 0.1 million (0.5).
The debt financing includes loan covenants governing the company's financial
position, cash flow, EBITDA, and capital expenditure levels. EBITDA
requirements are monitored on a quarterly basis. Those financing the
interest-bearing outside capital and the company concluded a so-called
Standstill agreement on the 30th of December 2010 which is in force until the
30th of December 2011, during which time the covenants of the loan do not
apply.
The Group operations are characterized by seasonality and the first quarters
of the financial period have usually been non-profitable, with the results and
cash flow accumulating mostly during the last quarter. Therefore, the
financial position is still strained and to balance this, a significant
increase in operational profitability compared to 2010 is required.
Considering the financing situation and the company's financial position, the
Board decided to propose to the Annual General Meeting that no dividend be paid
for 2010.
STAFF
The average number of staff in the Group during the period under review was 591
(730) and, at the end of the period under review, 667 (894). Of these 556 (704)
were in Finland. The Group employs, as is typical of its operations, a large
number of part-time employees. In addition to its permanent staff, in Finland
temporary staff has been used due to the seasonality of operations and during
holiday periods.
CHANGES IN MANAGEMENT
Veijo Heinonen, MSc in Economics, was nominated as the Business Manager for
Tiimari on 16th March.
Kai Järvikare, PhD in Economics, took up the position of Tiimari's CFO on 26th
July 2010.
Memme Ilmakunnas began work as Tiimari's Purchasing Director 23rd August 2010.
Markku Breider, the Director for Shop Operations, and Anne Söderholm, Director
for Marketing, and Jaakko Syrjänen, Director for Development, terminated their
employment with the company during the reorganization of the Group management.
Maija Elenius, Financial Manager, left to pursue her own business interests and
Anna Seppälä, Director of Logistics, started her maternity leave.
CORPORATE GOVERNANCE
Tiimari complies with the Corporate Governance Code for Finnish listed
companies of the Securities Market Association. A separate report on the
Corporate Governance is available at the Group web site www.tiimari.com.
Tiimari also complies with the guidelines on insiders published by Nasdaq OMX
Helsinki Plc and the standards of the Financial Supervisory Authority.
BUSINESS RELATED RISKS AND UNCERTAINTIES
The Group's revenue and results development is affected by several
uncertainties related to the business operations. The main risks relate to the
following factors:
- the financial situation is tight, which may give rise to business continuity
risks
- the costs associated for acquiring capital are difficult to predict
- the measures taken to increase financial flexibility as announced on
30.12.2011 consists of elements whose realization is difficult to anticipate
- the development of general consumer demand and its deterioration especially
in Finland and Sweden
- the actual sales can greatly differ from the forecast as well as success in
operational development and profitability improvement in the activities
initiated: renewal of product offering and elimination of non-profitable
operations
- the periodization accumulating the seasonal operative cash flow and its
impact on the financial position, loan covenants as well as the predictability
of both cash flow and results
- the development of foreign exchange rates for goods purchased outside the
euro currency area and the gross margin received on these goods
- the choice of business premises in the long-term
- the availability of seasonal products and the functionality of the supply
chain
- the general development of salaries, rents and transport expenses
- the valuation of goodwill and the Tiimari and Gallerix brands
- general changes in interest rates
The Company is involved as a defendant and a plaintiff in certain ongoing
property and rental agreement-related disputes as well as in one other contract
termination related dispute. The Financial Statement does not include any
significant reservations for these because according to the management's
assessment the Company does not have any compensation liabilities. Nor have the
claims presented by the Company have been recognized in the Financial
Statement.
THE ENVIRONMENT
The Tiimari Group does not have any manufacturing operations hence the
operations are not subject to any significant environmental risks or impacts.
The environmental impact of the supply chain is minimized by optimizing
delivery rates from external suppliers as well as to the company's own shops.
The costs related to managing and minimizing environmental risks are related
to standard business operations and are therefore not monitored separately.
SHARES
Tiimari's share capital at the end of the review period was EUR 7,686,200. The
number of shares and votes assigned to them was 16,474,755. Further
information on shares and share ownership is reported in the notes of the
parent company's Financial Statement.
The Extraordinary General Meeting 19th October 2009 authorized the Board to
decide on a maximum issue of a 4,000,000 shares and/or releasing special rights
entitled to shares in accordance with Chapter 10 §1 of the Finnish Companies
Act in one or several installments. The authorization is valid until 30th April
2013. The Board used the authorization 30th December 2010 after issuing a
convertible capital loan of three million whereby the number of company shares
can, as a result of the conversion of loan installments, increase with a
maximum of 3,125,000 new shares.
CONVERTIBLE CAPITAL LOAN 2009
In accordance with the decision taken by the Extraordinary General Meeting
19th October 2009, the Company issued a convertible capital loan. The loan
amount was EUR 4,980,000. The loan was divided into EUR 60,000 loan
obligations, its issue price was 100%, interest rate 8% per annum and the loan
is convertible at an approximate conversion rate of EUR 1.4746. The number of
company shares can, as a result of the conversion of the loan obligations,
increase by a maximum of 3,377,173 new shares.
The conversion rate is the weighted average price of the share traded on Nasdaq
OMX Helsinki Plc during between 22nd September and 7th October 2009, increased
by five percent. The year-end accumulated interest of the loan will be paid
from the distributable funds of Tiimari Plc after the confirmation of the
Financial Statement on 31st March. No part of the loan has been converted into
shares during the financial period.
CONVERTIBLE CAPITAL LOAN 2011
Tiimari's Board of Directors decided, on account of the authorization granted
by the Extraordinary General Meeting 30th December 2010, to launch a
three-million convertible capital loan. The amount of the loan is EUR 3,000,000
and the entire sum has a subscription guarantee. The loan was divided into EUR
25,000 obligations, its issue price was 100%, interest rate 9% and the loan is
convertible at an approximate conversion rate of EUR 0.96. The number of
company shares can, as a result of the conversion of the loan obligations,
increase by a maximum of 3,125,000 new shares.
OPTION ARRANGEMENTS
On 24th April 2009, the Board issued the total of 480,000 option rights to the
new Board members chosen at the Annual General Meeting and the newly appointed
Managing Director to commit them to the company and as incentives. The option
rights are divided into five series and their exercise period is split between
1st June 2009 and 30th April 2014. The issue prices are series-specific and
range from EUR 1.35 to 1.84. No options were exercised during the financial
period.
OWN SHARES
The Board does not have authorization to acquire or sell own shares.
SHARE PRICES
Tiimari's share is listed on Nasdaq OMX Helsinki Ltd small cap list. Tiimari's
share price at the end of the financial period was EUR 0.88 (on 31st December
2009 it was EUR 1.29). The market value was EUR 14.5 million (on 31st December
2009 it was 21.3). The number of shareholders at the end of the financial
period was 2,780 (2,818). Other information related to shares, shareholders
and share ownership can be found in the notes to the parent company's
Financial Statement.
CHANGES IN OWNERSHIP
During the financial period the Company was informed of the following changes
in the share ownership of share holders:
- Virala Ltd (group, theoretical maximum number) 3/10 and (may exceed the limit
should Virala Ltd be allocated loan installments from the convertible capital
loan issued 30th December 2010 to the maximum number in accordance with the
subscription commitments and if Virala Ltd later convert all the loan
installments from the capital loans issued by Tiimari Plc.)
ANNUAL GENERAL MEETING 30th March 2010 (stock exchange release 30th March 2010,
www.tiimari.com)
The Annual General Meeting of Tiimari Plc, held today, confirmed the Financial
Statement for 2009 and discharged the Board and the CEO from liability. In
accordance with the Board's proposal, the General Meeting decided that the loss
for the period of EUR -12,565,636.92 be recorded in retained earnings and that
no dividend be paid.
It was decided that the Board include six members. Hannu Ryöppönen, Sven-Olof
Kulldorff, Juha Mikkonen, Markku Pelkonen, Alexander Rosenlew and Sissi Silvàn,
as a new member, were elected to the Board.
It was decided that the members of the Board shall receive the following
remunerations:
- the chairman of the Board will receive EUR 2,400 a month
- the vice chairman of the Board will receive EUR 1,800 a month
- other members of the Board will receive EUR 1,200 a month
- for the meetings of the Board committees, a separate sum of EUR 100 per
meeting shall be paid
Travel and accommodation costs are paid in accordance with the Company's
expenses remuneration policies.
KPMG Ltd was elected as the Group Auditor, who named Sixten Nyman, APA, as the
auditor with the primary responsibility. It was decided that the auditor's
remuneration be paid against his reasonable invoice.
The General Meeting authorized the Board to decide on the acquisition of a
maximum of 500,000 own shares. The shares can be acquired using free equity in
a proportion other than the share holders' proportion of ownership in a public
trading arranged by NASDAQ OMX Helsinki Ltd at a market price. Shares can be
acquired for the purpose of developing the Company's capital structure, for
financing acquisitions or other arrangements needed to develop the Company's
business activities, for financing investments, for executing commitment and
incentive systems of the personnel, or for otherwise retaining, transferring on
or canceling them in a manner and to the extent to be determined by the Board.
The General Meeting, in accordance with the Board's proposal, decided to change
section 9 in the company's Articles of Association so that it would comply with
requirements of the Finnish Companies Act on the schedule for sending
invitations to a General Meeting. The invitation to a General Meeting must be
sent at least three weeks prior to the meeting and nine days prior to the date
of record of the General Meeting.
THE BOARD AND BOARD COMMITTEES
The Board elected Hannu Ryöppönen as its chairman and Juha Mikkonen as vice
chairman. Hannu Ryöppönen was elected chairman of the Appointment and
Remuneration Committee of the Board and Alexander Rosenlew and Juha Mikkonen
were elected members of this committee. Juha Mikkonen was elected chairman of
the Audit Committee and Hannu Ryöppönen and Sissi Silvàn were elected members.
EVENTS AFTER THE PERIOD UNDER REVIEW
The convertible capital loan of three million, issued by Tiimari Plc on 20th
December 2010, was oversubscribed during the subscription period which ended on
31st January 2011. As a result of the oversubscription, the subscription of
Virala Oy Ab, which had given a subscription guarantee to the Company, was cut
according to the subscription guarantee terms so that in the final allocation,
Virala Oy Ab was allocated the total of EUR 1.9 million of the loan, others who
had given subscription guarantees, a total of EUR 0.85 million, and other
subscribers, EUR 0.25 million.
TIIMARI'S STOCK EXCHANGE RELEASES in 2011
Tiimari will publish three interim reports in 2011:
- interim report January-March on 6th May 2011
- interim report January-June on 12th August 2011
- interim report January-September on 4th November 2011
BOARD'S PROPOSAL TO THE GENERAL MEETING
At the end of the financial period the parent company distributable
shareholder's equity was EUR 4,502,066.86 (15,480,231.76).
The Board proposes to the Annual General Meeting that the loss for the period
2010 of EUR -10,978,164.90 be left as retained earnings and that no dividend be
paid.
THE ANNUAL GENERAL MEETING 2011
Tiimari Plc's Annual General Meeting will be held at the Radisson Blue Seaside
Hotel, Ruoholahdenranta 3, Helsinki, on the 30th of March 2011 starting at 1.00
pm.
Tiimari Plc
The Board
FINANCIAL STATEMENT IN BRIEF AND NOTES TO THE FINANCIAL STATEMENT
This stock exchange release was prepared following the recording and drafting
principals of IFRS, but not all requirements according the IAS 34 (Interim
Reports) were observed. Apart from the additions described below, Tiimari has
applied the same drafting principles as it did in drafting the 2009 annual
report. The stock exchange release is unaudited.
On 1st Jan 2010 Tiimari started using the following revised and amended IFRS
standards:
REVISED IFRS 3 BUSINESS COMBINATIONS
The revised standards affect the amount of goodwill recognized on an
acquisition, as well as the gains on disposal of businesses. Expenses from
acquisitions, e.g., expert fees, are classified in the profits and losses in
accordance with the IFS 3 standard as an item having an impact on the results.
The conditional purchase price is recognized at its market value and its later
change is recorded as an item with an impact on the results. The share of
owners with no voting rights can be recognized per acquisition either at their
market value or as a relative share of the net assets of the acquisition.
AMENDED IAS 27 CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
The amended standards impact the accounting of progressive acquisitions and
progressive divestments. If the parent company retains the control of a
subsidiary, changes in the ownership interest in a subsidiary are recognized
directly within Group's equity, and no goodwill or gains or losses to be
recorded in the results are generated. If the control of the subsidiary is
lost, the possible remaining investment is recognized at its market value with
an impact on the result.
AMENDED IFRS 2 SHARE-BASED PAYMENT
The amendment clarifies the scope of IFS 2 application: An entity which
receives products or services must abide by the IFRS 2 standard even if the
company did not have an obligation to make necessary cash-settled share-based
payment transactions.
IMPROVEMENTS MADE TO THE IFRS STANDARDS - COLLECTION OF STANDARD AMENDMENTS
(APRIL 2009)
The standards amendment collection in Improvements Made to the Standards (April
2009) has had an impact on the segment reports so that the segments' assets are
not reported in the notes. Additionally, the amendments specify further how the
additional purchase price of an acquisition executed during the validity of the
old IFRS 3 standard is to be treated, according to which the Group has entered
the additional purchase price against the goodwill.
The other new or revised standards or amended interpretations thereof were not
deemed relevant as far as the Group is concerned.
All figures presented in the report are rounded up. That is why the sums of
individual figures may deviate from what they really are.
USING THE ASSESSMENTS
The drafting of the Financial Statement, according to IFRS, necessitates the
use of the Management's estimates and assumptions, which will have a bearing on
the amounts of the assets and liabilities, on reporting the conditional assets
and liabilities as well as on the amounts of earnings and expenses. Though the
estimates are based on the Management's best possible current understanding, it
is possible that the actual results will deviate from the values used in the
Financial Statement.
DISCONTINUED OPERATIONS
There were no discontinued operations in the Tiimari Group during the financial
year 2010. The comparative figures of financial year 2009 include discontinued
operations.
CONSOLIDATED INCOME STATEMENT
eur 1000 10-12/1 10-12/0 1-12/10 1-12/09
0 9
REVENUE 29 931 32 374 75 797 80 623
Material and services -12 178 -15 766 -31 963 -35 083
Gross margin 17 753 16 608 43 834 45 540
Gross margin-% 59 51 58 56
Other operating income 184 994 961 1 833
Tiimari total personnel expenses -6 038 -6 203 -20 544 -22 085
Depreciation and amortisation -773 -1 059 -3 124 -3 635
Impairment 0 -566 0 -614
Impairment on goodwill -6 866 -882 -6 918 -882
Other operating expenses -7 521 -7 734 -26 822 -28 354
OPERATING PROFIT -3 261 1 157 -12 613 -8 198
Operating profit % -11 4 -17 -10
Financing income 52 2 266 50
Financing expenses -732 -674 -2 499 -3 186
Net financing expenses -680 -672 -2 233 -3 136
PROFIT/LOSS BEFORE TAX -3 940 486 -14 845 -11 334
Tax on income from operations 57 396 192 544
PROFIT/LOSS FOR THE PERIOD -3 883 882 -14 653 -10 790
Profit / loss for the period attributable
to:
Shareholders' of the parent company -3 883 882 -14 653 -10 790
Earnings per share calculated on profit
attributable to equity holders
of the parent company:
EPS undiluted and diluted (EUR) -0,24 0,05 -0,89 -0,73
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
NET INCOME FOR THE PERIOD -3 883 882 -14 653 -10 790
Translation diffrences 112 -100 656 282
Comprehensive income for the period net of -3 771 782 -13 997 -10 508
tax
Comprehensive income for the period
attributable to:
Equity holders of the parent company -3 771 782 -13 997 -10 508
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
eur 1 000
31.12.2010 31.12.2009
ASSETS
Goodwill 25 877 32 525
Intangible assets 15 496 16 876
Property, plan, equipment 4 275 4 904
Available-for-sale investments 104 104
Non-current Receivables 5 5
Non-current trade and other receivables 0 30
Deferred tax asset 29 29
NON-CURRENT ASSETS 45 785 54 472
Inventories 14 435 15 044
Trade receivables and other recivables 4 133 3 395
Tax Receivable, income tax 35 59
Cash and bank 1 626 3 024
CURRENT ASSETS 20 229 21 523
ASSETS 66 013 75 994
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholder's equity attributable to parent company
shareholders
Share capital 7 686 7 686
Fair value reserve and other reserves 23 011 23 011
Translation differences -7 -663
Retained earnings -18 229 -3 667
EQUITY 12 461 26 366
LIABILITIES
Deferred tax liability 5 740 5 834
Non-current liabilities, interest-bearing 15 859 22 203
Non-current provisions 31 31
NON-CURRENT LIABILITIES 21 630 28 067
Current interest-bearing liabilities 11 743 3 398
Trade Payables and Other Liabilities 20 119 18 103
Tax liability, income tax 61 60
CURRENT LIABILITIES 31 923 21 561
TOTAL LIABILITIES 53 553 49 628
EQUITY AND LIABILITIES 66 013 75 994
CONSOLIDATED STATEMENT OF CASH FLOWS
eur 1 000 1-12/2010 1-12/2009
Cash flow from operations
Profit/loss for financial period -14 653 -10 790
Adjustments:
Depreciation and impairment 10 043 5 131
Gain (+) and loss (-) on sale of fixed assets 7 -542
Financial income and expenses 2 247 3 135
Taxes -192 -544
Other adjustments 77 -86
Change in working capital:
Change in inventories 834 8 476
Change in short-term receivables 472 772
Change in short term liabilities 501 1 002
Interest paid -1 018 -2 191
Interest income received 13 22
Other financing expenses paid -782 -706
Taxes paid -8 85
Net cash flow from operations -2 459 3 764
Cash flow from investment activities
Investments in
tangible and intangible assets -665 -1251
Capital gains from tangible and intangible assets 2 520
Repayment of loan receivables -202 -52
Income on sale of investments 1 1
Net cash flow from investments -864 -782
Cash flow from financing activities
Proceeds from share issue 6 089
Long-term loans, increase 8 480
Long-term loans, decrease -1 000
Short-term loans, net change 2 133 -15 342
Payment of lease liabilities -241 -421
Net cash flow from financing 1 892 -2 193
Change in liquid assets -1 431 789
Liquid assets, beginning of review period 3 024 2 188
Effect of exchange rate changes on liquid assets 34 48
Liquid assets, end of review period 1 626 3 024
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
eur 1 000
Attributable to the equity holders of the company
Share Distributab Own Translation Retained Total
capita le equity share difference earning
l fund s s s
Shareholders' 7 686 16 921 -55 -945 6 836 30 443
equity 1.1.2009
Comprehensive 282 -10 790 -10 508
income for the
period
Annulment of own 55 -55 0
shares
Share based 41 41
payments
Share issue 6 089 6 089
Equity portion of 292 292
convertible
capital loan
Other items 9 9
Equity on 7 686 23 011 0 -663 -3 667 26 366
31.12.2009
Shareholders' 7 686 23 011 0 -663 -3 667 26 366
equity 1.1.2010
Comprehensive 656 -14 653 -13 997
income for the
period
Share based 41 41
payments
Other items 50 50
Equity on 7 686 23 011 0 -7 -18 229 12 461
31.12.2010
SEGMENT INFORMATION
NET SALES
eur 1 000 2010 2009 2010 2009
10-12 10-12 1-12 1-12
Tiimari 25 084 28 021 61 924 66 902
Gallerix 4 848 4 395 13 914 13 396
Other operations 20 37 376 972
Eliminations -20 -79 -416 -648
Group 29 931 32 374 75 797 80 623
OPERATING PROFIT
eur 1 000 2010 2009 2010 2009
10-12 10-12 1-12 1-12
Tiimari -3 195 1 881 -10 435 -4 478
Gallerix 238 -197 -724 -1 266
Other operations -305 -526 -1 455 -2 454
Group -3 261 1 157 -12 613 -8 198
DEPRECIATION AND GOODWILL IMPAIRMENT
eur 1 000 2010 2009 2010 2009
10-12 10-12 1-12 1-12
Tiimari 7 445 2 268 9 105 4 112
Gallerix 190 218 859 808
Other operations 5 22 79 211
Group 7 639 2 507 10 042 5 131
CAPITAL EXPENDITURE
eur 1 000 2010 2009 2010 2009 10-12 10-12 1-12 1-12
Tiimari 147 355 622 1 076
Gallerix 1 -45 33 161
Other operations 0 0 10 14
Group 148 310 665 1 251
NET SALES BY GEOGRAPHICAL AREA
eur 1 000 2010 2009 2010 2009
10-12 10-12 1-12 1-12
Finland 23 825 25 810 58 384 61 277
Sweden 4 887 4 885 14 258 14 577
ROW 1 220 1 680 3 156 4 769
Group 29 931 32 374 75 797 80 623
INTANGIBLE ASSETS
eur 1 000 31.12.2010 31.12.2009
Book value at 1 January 49 402 52 237
Changes in exchange rates 777 602
Additions 184 498
Depreciation and impairment -8 879 -3 650
Disposals and intra-balance sheet -111 -284
transfer
Book value at the end of period 41 373 49 402
TANGIBLE ASSETS
eur 1 000 31.12.2010 31.12.2009
Book value at 1 January 4 904 5 616
Changes in exchange rates 262 3
Additions 481 932
Depreciation and impairment -1 131 1 595
Disposals and intra-balance sheet -241 -3 243
transfer
Book value at the end of period 4 275 4 904
KEY FINANCIAL FIGURES
2010 2009 2010 2009
10-12 10-12 1-12 1-12
Net sales 29 931 32 374 75 797 80 623
EBITDA 4 378 3 098 -2 571 -3 067
Operating profit -3 261 1 157 -12 613 -8 198
Profit/loss for the financial period -3 883 882 -14 653 -10 790
Earnings per share, EUR -0,24 0,05 -0,89 -0,73
Shareholders' equity per share, EUR 0,76 1,79
Solvency ratio 18,9 % 34,7 %
Gearing 208,5 % 85,6 %
Net working capital -1 551 336
Operating cash flow -1 429 5 932
Net Interest-bearing liabilities 25 976 22 577
Balance sheet total 66 013 75 994
Average number of shares (1000 pcs) 16 475 16 475 16 475 14 749
NON-RECURRING ITEMS
M€ 2010 2009
EBIT -12,6 -8,2
Depreciation and amortisation 3,1 3,6
Impairment 6,9 1,5
Depreciation, amortisation and impairment in total 10,0 5,1
EBITDA -2,6 -3,1
Non-recurring items
Other operating income 0,0 0,5
Materials and services -1,0 -2,8
Personnel expenses -0,9 -0,2
Other operating expenses -1,1 -0,5
Non-recurring items in total -3,0 -3,1
Operative EBITDA 0,4 0,0
OPERATIVE EBITDA IMPROVEMENT 0,4
ADJUSTED CASH FLOW FROM OPERATIONS
Cash flow from operations -2 460
Interest paid 1 018
Dividends received -6
Interest received -7
Other financial items 782
Business taxes paid 8
Non-recurring expenses 2 950
ADJUSTED CASH FLOW FROM OPERATIONS 2 285
CONTINGENT LIABILITIES 31.12.2010 31.12.2009
Loans from financial institutions
against the following securities 11 632 9 500
Real estate mortgages 0 0
Corporate mortgages 31 137 31 137
Pledged shares 1 476 1 476
Other own liabilities
Bank quarantees 2 891 2 821
Other liabilities 5 5
Leasing liabilities
Due within one year 80 133
Due after one year 48 115
OTHER RENT LIABILITIES
Due within one year 15 534 12 147
Due after one year 26 182 13 687
As part of the profit-improvement programme rent
negotiations were held and contract lengths were
extended. This increases the amount of liabilities.
RELATED PARTY TRANSACTIONS (EUR 1 000) 1-12 2010 1-12 2009
Managing Director remuneration 231 444
Board remuneration 107 112
Management Group remuneration 548 606
Interest paid on capital loan (paid 31 March for period 26 Oct 09 - 31 Mar 10
Hannu Krook 3
Hannu Ryöppönen 3
Sven-Olof Kulldorff 3
Virala Oy Ab (Atine Group Oy parent company) 103
Assetman Oy 18
Baltiska Handels A.B. 9
Total 138
MAJOR SHAREHOLDERS Shares Shares %
Major shareholders 31.12.2010
Atine Group Oy 3 293 000 19,99
Assetman Oy 1 740 645 10,57
Varma Mutual Pension Insurance Company 828 912 5,03
Primate Oy 825 000 5,01
Ilmarinen Mutual Pension Insurance Company 789 221 4,79
Baltiska Handels A.B. 716 483 4,35
Sijoitusrahasto Aktia Capital 600 000 3,64
Kargol Oy Ab 570 985 3,47
Vessilä Oy Ab 544 731 3,31
Cumasa Oy 407 625 2,47
© 2024 Nasdaq, Inc. All Rights Reserved |