Report of the Board of Directors
Report of the Board of Directors January 1 - December 31, 2009
The year in brief
Nordic Aluminium's consolidated net sales in 2009 were EUR 62.24 million compared with EUR 100.15 million in the previous year. Consolidated operating profit was EUR 4.14 million (2008: EUR 11.00 million) and included a non-recurring gain of approximately EUR 3.3 million. Net profit was EUR 3.05 million (EUR 8.27 million). The above mentioned non-recurring gain influenced the net profit after taxes by EUR 2.5 million. Return on investment was 9.1 per cent (24.1 per cent) and return on equity 6.5 per cent (18.4 per cent). The Board proposes the payment of a dividend of 2009 1.30 EUR per share for a total payment of EUR 6.29 million (EUR 1.94 million).
Corporate structure
Nordic Aluminium Plc's parent company is Oy Lival Ab. The Nordic Aluminium Group is made up of the parent company Nordic Aluminium Plc, operating at Kirkkonummi and Nivala, and its subsidiaries Nordic Aluprofiler AB in Sweden and Nordic Aluminium Inc. in the United States.
Net sales and results
Nordic Aluminium's consolidated net sales in the fiscal year 2009 were EUR 62.24 million (EUR 100.15 million). During the fourth quarter turnover, EUR 13.76 million, dropped nearly 30 per cent of the equivalent period on the previous year (20.35).
The share of exports and international operations were 45.2 per cent of net sales as compared with 40.7 per cent the year before. The major export markets in 2009 were Southern Europe, Far East, Western Europe, the Nordic countries and North America.
Net sales per employee was EUR 0.30 million (EUR 0.32 million).
The Company's profitability increased. The operating profit was EUR 7.4 million without the non-recurring gain of approximately EUR 3.3 million. Consolidated operating profit was 11.9 per cent from net sales (11.0 per cent). Operating profit on the last quarter was weak partly due to the architectural systems reorganisation costs, EUR 0.6 million. The Company devaluated inventories with EUR 0.6 million because of principal change in stock valuation. Due to reorganisations additional personnel costs, EUR 2.1 million, reduced the profit.
Order backlog
Nordic Aluminium's order book at the end of 2009 stood at EUR 4.02 million (EUR 5.05 million).
Purchase behavior in the market has changed. Customers are not able to give reliable estimates and order only for actual needs with short delivery times.
Research and development
Nordic Aluminium's research and development expenses in 2009 were EUR 0.22 million (EUR 0.33 million 2008, EUR 0.50 million 2007), 0.4 per cent of net sales (0.3 per cent 2008, 0.5 per cent 2007).
Investments
Gross investments in 2009 were EUR 6.84 million (EUR 9.64 million). Approximately EUR 5.1 million were targeted at new extrusion line which total value is approximately EUR 9.8 million.
Profitability
Return on investment (ROI) in Nordic Aluminium in 2009 was 9.1 per cent (24.1 per cent) and return on equity (ROE) was 6.5 per cent (18.4 per cent). Diluted earnings per share were EUR 0.63 (EUR 1.71). Equity per share was EUR 9.80 (EUR 9.56).
Balance sheet and financing
The consolidated balance sheet total at the end of the 2009 fiscal year was EUR 56.17 million (EUR 56.18 million). Equity ratio was 84.4 per cent (82.4 per cent). Cash flow from operations before financial expenses and taxes was EUR 12.24 million (EUR 19.71 million).
Risk Management
The objective of Nordic Aluminium Plc's risk management is to secure business continuity in all possible situations. The CEO and the Board of Directors are responsible for risk management.
As part of the risk management the Company's insurance policies are re-evaluated annually. The factories and commercial activities are full value insured.
Main long term risks are related to the possible uncertainty in the development of the world economy and its influence on market demand.
The insurance company for the owner of the plant has stated a regression demand for Eur 7,1 millon due to the fire in the anodizing plant in June 2007. The demand is based on the total cost for the insurance company. Nordic Aluminium's view is that the demand is groundless.
Environmental Issues
Nordic Aluminium Plc is trying continuously to reduce environmental influences. Bureau Veritas Quality International (BVQI) has approved our Environmental Management System to the following Environmental Management System Standards: ISO 14001:2004. The certificates are valid until December 31st, 2011. The Company does not have any substantial environmental risks.
The Company's Environment policy can be viewed at www.nordicaluminium.fi
Corporate Governance
Nordic Aluminium complies with The Finnish Corporate Governance Code approved at October 20, 2008 by Securities Market Association. Possible deviations have been stated with reasons at appropriate recommendations. The Corporate Governance statement of Nordic Aluminium is in full view at the Internet site of Nordic Aluminium (www.nordicaluminium.fi/Financial info).
Nordic Aluminium's Corporate Governance Statement from fiscal year 2009 will be published March 4, 2010 as a separate statement, simultaneously with the Financial Statements Release 2009, at the Company's home pages.
Annual General Meeting
The Annual General Meeting of Nordic Aluminium Plc on April 1, 2009 adopted the financial statements and discharged the members of the Board and the Managing Director from liability. The Meeting also decided to approve the proposal of the Board for a dividend of 2008 EUR 0.40 per share (EUR 1.15) or a total of EUR 1.94 million.
The Annual General Meeting elected Stig Lival-Lindström, Viveka Iisaho, Nina Ehrnrooth ja Hans Jonasson members of the Board of Directors. Stig Lival-Lindström was elected as chairman of the Board on the same date.
The Annual General Meeting elected Authorized Public Accountants Tomi Englund, Authorized Public Accountant and Lars Winberg, Authorized Public Accountant, auditors, with Ernst & Young Oy, Authorized Public Accountant, deputy auditor.
Authorizations
The Board has no current authorizations for the increase of the company's share capital, the procurement of own shares or issuing of convertible bonds or option loans.
Share capital
The nominal value of Nordic Aluminium Plc's share is EUR 1.28 and the total number of shares at the end of the fiscal year 2009 was EUR 4,836,882. The registered share capital is EUR 6,191,208.96. All shares have the same voting and dividend rights. Nordic Aluminium Plc's shares have been listed on NASDAQ OMX Helsinki Ltd. since 1997.
Turnover of shares
A total of 275,510 Nordic Aluminium Plc shares were traded on the stock market in 2009. This corresponds to 5.7 per cent (1.4 per cent) of the Company's total capital stock. The year's highest quotation was EUR 17.50 (EUR 30.00) and the lowest EUR 9.84 (EUR 12.50). The average quotation was EUR 13.64 (EUR 21.43). On the last trading day of the year the share traded at an average price of EUR 14.83 (EUR 12.71).
Shares and ownership
There were no major changes in the ownership of Nordic Aluminium Plc during the year. At the end of the fiscal year 2009 Nordic Aluminium Plc's ownership was as follows:
The biggest shareholders Dec 31, 2009
| Owner |
Number of shares |
Share of capital and votes % |
| Oy Lival Ab |
3 087 945 |
63,84 |
| Varma Mutual Pension Employment Insurance Co. |
250 000 |
5,17 |
| Aktia Capital Unit Trust |
225 000 |
4,65 |
| Evli-Select Mutual Fund |
173 840 |
3,59 |
| Veritas Mutual Pension Insurance Company |
139 000 |
2,87 |
| Lival-Lindström, Stig |
129 050 |
2,67 |
| Fondita Nordic Micro Cap Mutual Trust |
90 000 |
1,86 |
| Rausanne Oy |
46 721 |
0,97 |
| Mutual Fund Evli Nordic Dividend |
35 111 |
0,73 |
| Theman, Torolf |
25 364 |
0,52 |
| Others |
634 851 |
13,13 |
 |
| Total |
4 836 882 |
100,00 |
The number of nominee-registered shares at the end of 2009 was 14,071 which equals 0.29 per cent of the company's shares and votes. The total number of shareholders at the end of the year was 1,243.
Shareholders by sectors Dec 31, 2009
| |
Number of shares |
Share % |
| Companies |
3 234 022 |
66,86 |
| Financial and insurance institutions |
519 185 |
10,73 |
| Associations |
401 000 |
8,29 |
| Non-profit associations |
30 365 |
0,63 |
| Households |
625 675 |
12,94 |
| Owners outside Finland |
26 635 |
0,55 |
 |
| Total |
4 836 882 |
100 |
Shareholders by number of shares Dec 31, 2009
Number of shares |
Number of owners |
% |
Number of shares |
% |
| 1 - 200 |
752 |
60,50 |
70 440 |
1,46 |
| 201 - 2 000 |
430 |
34,59 |
251 201 |
5,19 |
| 2 001 - 20 000 |
49 |
3,94 |
262 892 |
5,44 |
| 20 001 - 200 000 |
9 |
0,73 |
689 404 |
14,25 |
| 200 001 - 2 000 000 |
2 |
0,16 |
475 000 |
9,82 |
| 2 000 001 - 9 999 999 |
1 |
0,08 |
3 087 945 |
63,84 |
 |
| Total |
1243 |
100 |
4 836 882 |
100 |
Insider issues
Nordic Aluminium Plc adheres to the guidelines for insiders issued by NASDAQ OMX Helsinki Ltd. Nordic Aluminium Plc's permanent insiders are: Members of the Board of Directors, Managing Director & CEO, Secretary of the Board and the Members of the Management Group as well as named individuals within the Company's financial administration, sales and marketing and production. The appointed insider issue responsible is the Company's CFO. Up-to-date insider data is maintained in the Central Securities Depository at Euroclear Finland Ltd's premises.
The Company recommends that the permanent insiders' investments in the Company's are to be long-term investments. According to NASDAQ OMX Helsinki Ltd. guidelines for insiders and the Company's own Insider Guidelines trading in the Company's securities should be done at the times when the market has as exact information as possible of the issues and matters influencing the value of the security.
Personnel
In 2009 the Nordic Aluminium Group had an average number of 207 employees. The corresponding number the year before was 315. At the end of 2009 the Group had 125 employees as compared with the number of 294 on the previous year.
Nordic Aluminium Plc held employee negotiations in compliance with the Act on Cooperation in January. The conclusion of the negotiation was that the whole personnel were laid-off on average for three weeks.
Nordic Aluminium Plc held employee negotiations in compliance with the Act on Cooperation in April - May. The conclusion of the negotiation was that 102 employment contracts were terminated.
Nordic Aluminium Plc held employee negotiations in compliance with the Act on Cooperation in October - November. The conclusion of the negotiation was that 46 employment contracts were terminated.
Nordic Aluminium's Managing Director Robert Paajanen resigned on July 20, 2009. Peter Högel started as the new Managing Director on July 21, 2009.
Events after the reporting period
The Company has decided to end its Swedish subsidiary Nordic Aluprofiler Ab. Sales to Sweden is being handled by Finnish sales organization.
Prospects
According to the best view of the Board of Directors the worst economic situation has been passed, but the uncertainty continues with the global economy, because orders are coming in with shorter notice. This challenging fact demands flexibility and shorter reaction time from the organisation. The company is determined to implement changes demanded according to its strategy.
During this year net sales will grow moderately, but the operating profit is expected to grow significantly from the previous year EUR 4.14 million. Cash flow will also grow significantly despite of the dividends to be paid.
The new operation model and actions to adapt will improve competitiveness of the Company and secure continuity of production in Finland.
The above mentioned predictions are based on the Company's Board of Director's best view of the Company's condition and market outlook.
The Board's proposal on the allocation of profits
The book loss of the parent company for the year is EUR 189,981.82 and its distributable earnings EUR 27,069,030.40.
The Board proposes that a dividend of EUR 1.30 per share, or a total of EUR 6,287,946.60, be declared and that the remaining balance of EUR 20,781,083.90 be retained in profit and loss account.
The Board has evaluated the company's future and finds that the proposal above does not risk the liquidity.
Annual summary
Nordic Aluminium Plc's annual summary of stock exchange bulletins and announcements in 2009 can be viewed at www.nordicaluminium.fi/Financial information.
Helsinki, March 4, 2010
Stig Lival-Lindström
Chairman
Viveka Iisaho, Hans Jonasson, Nina Ehrnrooth
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