Nurminen Logistics Plc Financial Statement Release 18
February 2016 at 1:00 p.m.
A challenging year in 2015: net sales decreased and the result showed a loss
NURMINEN LOGISTICS KEY FIGURES 1 JANUARY - 31 DECEMBER 2015
· Net sales were EUR 43.0 million (2014: EUR 52.8 million).
· Reported operating result was EUR -2.1 million (EUR 1.3 million).
· Operating margin was -4.9% (2.5%).
· Operating result excluding non-recurring items was EUR -1.9 million (EUR 1.5
million).
· EBT was EUR -4.3 million (EUR -1.9 million).
· Net result was EUR -4.4 million (EUR -2.3 million).
· Earnings per share, undiluted: EUR -0.33 (EUR -0.21).
· Earnings per share, diluted: EUR -0.33 (EUR -0.21).
· The company’s cash flow from operations was EUR 1,143 thousand (EUR -448
thousand).
FOURTH QUARTER 1 OCTOBER - 31 DECEMBER 2015
· Net sales were EUR 8.8 million (2014: EUR 12.0 million).
· Reported operating result was EUR -0.8 million (EUR 1.4 million).
· Operating margin was -9.1% (12.1%).
· Operating result excluding non-recurring items was EUR -0.7 million (EUR 1.4
million).
· EBT was EUR -1.2 million (EUR -0.2 million).
· Net result was EUR -1.2 million (EUR -0.3 million).
· Earnings per share, undiluted: EUR -0.09 (EUR -0.04).
· Earnings per share, diluted: EUR -0.09 (EUR -0.04).
· The company’s cash flow from operations was EUR 46 thousand (EUR 888
thousand).
Nurminen Logistics Plc announced on 11 September 2015 that the company has
concluded an agreement for selling Nurminen Logistics Heavy Oy’s shares to
Transport Company Ville Silvasti Oy. Share transaction has been validated on 30
September 2015 and the responsibility of Nurminen Logistics Heavy’s operations
was transferred to Transport Company Ville Silvasti as of 1 October 2015. The
transaction has no significant impact on Nurminen Logistics’ result in 2015 or
on Group’s consolidated balance sheet. Nurminen Logistics Heavy Oy is excluded
from the consolidated figures as of 1 October 2015.
Nurminen Logistics announced on 21 December 2015 that the company will change
its financial reporting practices as of 1 January 2016. The decision is based on
the amended Securities Markets Act, which entered into force on November 26,
2015. Amendments to the Securities Markets Act concern, among other things,
giving up the requirement to disclose interim reports for the first three and
nine months of the year.
OUTLOOK FOR 2016
Nurminen Logistics expects that both its operating result and earnings per share
will improve compared to 2015, but that its net sales will fall short of the
level of 2015. Decrease in net sales for the year 2016 is due to Nurminen
Logistics Heavy Oy's sale, sale of covered wagons, as well as the probable
development of the ruble exchange rate.
BOARD OF DIRECTORS’ PROPOSAL FOR PROFIT DISTRIBUTION
The Board of Directors proposes to the Annual General Meeting that no dividend
be paid for the financial year 1 January - 31 December 2015.
MARKO TUUNAINEN, PRESIDENT AND CEO:
“The year 2015 was characterised by significant changes in demand and operating
volumes. We fell short of our net sales and profit targets. Our operating result
showed a loss. However, the development of the company’s operating result and
net sales varied greatly between business units and operating locations. Despite
the challenging market conditions, we were able to improve the company’s cash
flow from operations that amounted to EUR 1.1 million.
The value of the company’s sales decreased substantially compared to 2014, which
particularly reflected the decline in exports and imports between Finland and
Russia. The value of sales was also considerably reduced by the rouble’s
depreciation against the euro. Adapting to these changes required us to engage
in rapid renewal and restructuring in all of our business units. In 2015, we
sold the share capital of Nurminen Logistics Heavy Oy and liquidated some of our
old rolling stock in Russia. We also continued our determined long-term efforts
to achieve the best service experience in all of our business units.
The most notable successes in our business operations were achieved by the
Forwarding and Value Added Services Unit. Favourable trends in the flow of
goods, particularly through the Vuosaari harbour, along with new clients and the
continuous improvement of efficiency, meant that forwarding services achieved a
good result in 2015. The operating result of the unit’s Baltic companies,
however, declined substantially compared to the previous year.
This year, our most significant efforts will be aimed at improving
profitability, further increasing the efficiency of operations, and
strengthening our growth initiatives and cash flow. We expect to achieve results
in these areas within the year.
I would like to thank our clients for their trust in our operations, and I also
want to take this opportunity to thank our personnel for their uncompromising
and enthusiastic work in a difficult market climate,” says Marko Tuunainen,
President and CEO.
MARKET SITUATION IN THE REVIEW PERIOD
Market conditions in the review period deteriorated compared to 2014. Finnish
exports decreased by four per cent and imports by six per cent from the previous
year. The decline in exports to non-EU countries was particularly steep, with
exports to Russia falling by more than a third. In forestry and in the
engineering industry, however, exports remained at a good level and the company
has a strong position and good clients in these segments. The company has been
able to maintain its market share in spite of the challenging market situation.
NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY – 31 DECEMBER 2015
The net sales for the 2015 financial period amounted to EUR 43.0 million (2014:
EUR 52.8 million), which represents a decrease of 18.5% compared to 2014. The
reported operating result was EUR -2,127 (1,328) thousand. The operating result
includes non-recurring items of EUR -209 (-174) thousand. The comparative
operating result was therefore EUR -1,918 (1,502) thousand. The non-recurring
costs in the review period and in 2014 were related to adjustment measures,
personnel arrangements and restructuring implemented under the profit
improvement programme. The operating result for the financial period was
improved by exchange rate gains on the valuation of rouble-denominated trade
payables resulting from the depreciation of the rouble. This had a total effect
of EUR 0.7 (2.7) million on the result. The depreciation of the Russian rouble
during the review period decreased the company’s financial result by EUR 0.2
(1.5) million. These exchange rate gains and losses had no cash flow impact.
Railway Logistics
The Railway Logistics business unit’s net sales for the review period amounted
to EUR 12,292 (2014: 17,935) thousand and the operating result was EUR -58
(2,686) thousand. The operating result includes non-recurring items of EUR -143
(-85) thousand. The comparative operating result was therefore EUR 86 (2,771)
thousand. The net sales and operating result of Railway Logistics declined
substantially during the review period compared to the previous year due to the
further weakening of the rouble exchange rate and the significant decrease in
transport volumes in traffic between Finland and Russia, particularly with
respect to pulp, paper and chemical industry products as well as machinery and
equipment. Due to the depreciation of the Russian rouble, the net sales of
Railway Logistics declined by EUR 3.2 million calculated at yearly average
exchange rate compared to 2014. Covered wagon deliveries originating from
Finland declined by 40 per cent on average compared to 2014. The situation was
particularly weak in the fourth quarter. Transport volumes for other wagon types
remained at a good level in traffic between Finland and Russia throughout the
review period. In Russian domestic transport, covered wagon loading volumes grew
slightly, while the volumes for other wagon types remained at the same level as
in 2014. However, the intense price competition resulting from overcapacity in
the supply of wagons in the Russian domestic market contributed to a decline in
net sales in spite of the good loading volumes.
Special Transports and Projects
The Special Transports and Projects business unit’s net sales for the review
period amounted to EUR 5,131 (7,794) thousand and the operating result was EUR
107 (163) thousand. The operating result includes non-recurring items of EUR 0
(0) thousand. Therefore, the comparative operating result was EUR 107 (163)
thousand.
Nurminen Logistics Heavy Oy and the special transport business were transferred
to Transport Company Ville Silvasti Oy on 1 October 2015. From 1 October 2015
onwards, the project business has been reported under the Forwarding and Value
Added Services unit. A sales gain of EUR 32 thousand was recognised in the
fourth quarter.
Forwarding and Value Added Services
The net sales of the Forwarding and Value Added Services business unit for the
review period amounted to EUR 25,963 (27,778) thousand and the operating result
was EUR -2,176 (-1,521) thousand. The operating result includes non-recurring
items of EUR -67 (-89) thousand. The comparative operating result was therefore
EUR -2,109 (-1,432) thousand. The net sales of the Forwarding and Value Added
Services unit decreased and its result declined due to weaker service demand in
exports to Russia and transit logistics. At the Vuosaari terminal, the
processing volumes of pulp, paper and forest industry products were at a good
level throughout the year, with the volumes of break-bulk cargo and the
engineering and metal industries also developing favourably during the review
period. The demand for forwarding services decreased slightly year-on-year, but
nevertheless remained at a good level. The demand for the services of the unit’s
companies in the Baltic countries was satisfactory in the difficult market
climate of 2015, but there was a notable decrease compared to the previous
quarter and the previous year. Forwarding volumes in railway transport and
transit logistics decreased from the previous year due to the sharp decline of
trade with Russia.
+-----------------------------------+---------+---------+
|NET SALES BY UNITS |1-12/2015|1-12/2014|
+-----------------------------------+---------+---------+
|EUR 1,000 | | |
+-----------------------------------+---------+---------+
|Railway Logistics |12,292 |17,935 |
+-----------------------------------+---------+---------+
|Special Transports and Projects |5,131 |7,794 |
+-----------------------------------+---------+---------+
|Forwarding and Value Added Services|25,963 |27,778 |
+-----------------------------------+---------+---------+
|Eliminations |-370 |-734 |
+-----------------------------------+---------+---------+
|Total |43,016 |52,774 |
+-----------------------------------+---------+---------+
+-----------------------------------+---------+---------+
|OPERATING RESULT BY UNITS |1-12/2015|1-12/2014|
+-----------------------------------+---------+---------+
|EUR 1,000 | | |
+-----------------------------------+---------+---------+
|Railway Logistics |-58 |2,686 |
+-----------------------------------+---------+---------+
|Special Transports and Projects |107 |163 |
+-----------------------------------+---------+---------+
|Forwarding and Value Added Services|-2,176 |-1,521 |
+-----------------------------------+---------+---------+
|Total |-2,127 |1,328 |
+-----------------------------------+---------+---------+
NET SALES AND FINANCIAL PERFORMANCE IN THE FOURTH QUARTER
Net sales in the fourth quarter of 2015 amounted to EUR 8.8 million (2014: 12.0
million), which represents a decrease of 26.5% compared to the corresponding
period in 2014. The reported operating result was EUR -799 (1,443) thousand. The
operating result includes non-recurring items of EUR -83 (0) thousand. The non
-recurring costs in the fourth quarter of 2015 were related to adjustment
measures, personnel arrangements and restructuring implemented under the profit
improvement programme. The operating result for the financial period was
improved by exchange rate gains on the valuation of rouble-denominated trade
payables resulting from the depreciation of the rouble. This had a total effect
of EUR 0.5 (1.9) million on the result. The depreciation of the Russian rouble
during the review period decreased the company’s financial result by EUR 0.2
(1.2) million. These exchange rate gains and losses had no cash flow impact.
Fourth quarter’s figures of 2014 include Heavy Nurminen Logistics Oy's net sales
of EUR 1.6 million and an operating result of EUR 20 thousand.
The net sales and operating result of the Railway Logistics business unit
declined substantially compared to the corresponding period in the previous year
due to a sharp decline in traffic volume between Finland and Russia, as well as
the weak rouble.
In Forwarding and Value Added Services, net sales decreased in the fourth
quarter and the operating result declined from the corresponding period in the
previous year, particularly due to the unfavourable development of business
operations in the Baltic companies and weaker service demand in Russian export
and transit traffic.
+-----------------------------------+----------+----------+------+
|NET SALES BY UNITS |10-12/2015|10-12/2014|Change|
+-----------------------------------+----------+----------+------+
|EUR 1,000 | | | |
+-----------------------------------+----------+----------+------+
|Railway Logistics |2,628 |3,811 |-1,183|
+-----------------------------------+----------+----------+------+
|Special Transports and Projects |0 |1,561 |-1,561|
+-----------------------------------+----------+----------+------+
|Forwarding and Value Added Services|6,172 |6,860 |-688 |
+-----------------------------------+----------+----------+------+
|Eliminations |-16 |-281 |265 |
+-----------------------------------+----------+----------+------+
|Total |8,784 |11,950 |-3,166|
+-----------------------------------+----------+----------+------+
+-----------------------------------+----------+----------+------+
|OPERATING RESULT BY UNITS |10-12/2015|10-12/2014|Change|
+-----------------------------------+----------+----------+------+
|EUR 1,000 | | | |
+-----------------------------------+----------+----------+------+
|Railway Logistics |-116 |1,714 |-1,830|
+-----------------------------------+----------+----------+------+
|Special Transports and Projects |32 |20 |12 |
+-----------------------------------+----------+----------+------+
|Forwarding and Value Added Services|-714 |-291 |-424 |
+-----------------------------------+----------+----------+------+
|Total |-799 |1,443 |-2,242|
+-----------------------------------+----------+----------+------+
OUTLOOK
Nurminen Logistics expects that both its operating result and earnings per share
will improve compared to 2015, but that its net sales will fall short of the
level of 2015. The predictability of the operating result involves significant
uncertainty due to the development of the rouble exchange rate. Exchange rate
fluctuations have a significant impact on the reported net sales and operating
result.
SHORT-TERM RISKS AND UNCERTAINTIES
A significant decline of the Finnish and Russian economies and the decline of
the global economy would have a direct impact on Finnish imports and exports,
which in turn would have a negative effect on the company’s net sales and
result. Significant fluctuations in the rouble exchange rate have an impact on
the Group’s reported result and financial position.
The company's financial risks are described in more detail in the Financial
Position and Balance Sheet section.
More detailed information about risk management can be found on Investors page
on Nurminen Logistics’ website www.nurminenlogistics.com.
The company has received a total of 32 subsequent levy decisions from the
National Board of Customs’ Eastern District Office in Lappeenranta, which state
that the company and VG Cargo Plc, which has filed for bankruptcy, are liable to
pay import taxes from the year 2009. The company’s liability for the import
taxes is, at a maximum, EUR 0.5 million. The company does not consider itself
liable for the aforementioned import taxes and has not recorded provisions for
the associated costs. If there is a case for subsequent levy, the company’s view
is that the levy should primarily be directed at the bankruptcy estate of VG
Cargo Plc and be paid from its valid customs guarantee. The company has filed an
appeal with the Helsinki District Court against the subsequent levy decisions
made by the National Board of Customs.
FINANCIAL POSITION AND BALANCE SHEET
The company’s cash flow from operations was EUR 1,143 thousand. Cash flow from
investments was EUR 325 thousand. Cash flow from financing activities amounted
to EUR 270 thousand.
At the end of the financial period, cash and cash equivalents amounted to EUR
3,273 thousand. The company’s financial position improved as a result of the
sale of Nurminen Logistics Heavy Oy and the property arrangement and share issue
announced on 4 June 2015. The company's financing agreement with the financing
banks will expire on 29 February 2016.
On 17 February 2016 the company signed a sale and purchase agreement concerning
the sale of 380 covered wagons. Wagon sales revenue will improve the company's
working capital, allowing further development of the company. The transaction
has no impact on the result for 2016 because wagons are valued in the rubles
selling price in the financial statements 2015. The company's wagon operation
continues unchanged with regard to the covered wagons as well.
The covenants of the Group’s loans from financial institutions, namely the ratio
of net debt to operating margin and the equity ratio, were breached as of the
financial statement date of 31 December 2015. The Group has received a
commitment from its creditors confirming that the breach of the covenants will
not have any consequences on the Group.
On 27 February 2015, Nurminen Logistics signed a 12-month financing agreement
relating to its continuing business operations with its financing banks. The
financing agreement includes covenants that are assessed on a quarterly basis.
The company is negotiating with the financing banks on short-term financing,
which guarantees the company's financial position for a period of the closing of
the sale. In the future financing banks’ covenants terms will be assessed semi
-annually.
Nurminen Logistics Plc has agreed with Ilmarinen Mutual Pension Insurance
Company on an arrangement concerning the lease payment schedule of terminals
located at the Vuosaari harbor as well as in Luumäki, Niirala and Vainikkala. A
proportion of leases allocated for years 2015–2021 will, as an advanced payment,
be paid to Ilmarinen by means of 13.5 million euro loans granted by Ilmarinen to
the company. The rest of the originally agreed lease will yet be paid during the
lease period. As part of the agreement related to the lease payments, Nurminen
Logistics Plc arranged a 1.7 million euro share issue. The Board of Directors of
Nurminen Logistics Plc decided on a directed share issue in order to allow the
immediate implementation of the agreement and to minimize the arrangement costs.
The decision on the share issue is based on the authorization granted by the
Annual General Meeting of Shareholders on 7 April 2015.
In the share issue, a maximum total of 1,416,668 new shares in the company were
offered, in deviation from the shareholders’ pre-emptive right, for subscription
to certain members of the Board of Directors and the President and CEO of the
company and/or the companies, in which they exercise control. The shares were
subscribed as follows: Juha Nurminen and JN Uljas Oy, in which he exercises
control, 1,291,667 shares in total, and Jukka Nurminen, Tero Kivisaari and
Russian Capital Management Oy, in which Olli Pohjanvirta exercises control, each
41,667 shares.
The Group’s interest-bearing debt totaled EUR 28.3 million at the end of the
financial period, and net interest-bearing debt amounted to EUR 25.0 million.
The agreement with Ilmarinen Mutual Pension Insurance Company signed in June
concerning the lease payment schedule of terminals located at the Vuosaari
harbor as well as in Luumäki, Niirala and Vainikkala increased company’s long
-term net interest-bearing debt by EUR 13.5 million.
The balance sheet total was EUR 51.0 million, and the equity ratio was 17.0%
(23.6%). The most significant factor (-3,5%) contributing to the decline in the
equity ratio via translation differences is the substantial depreciation of the
rouble.
CAPITAL EXPENDITURE
The Group’s gross capital expenditure during the review period amounted to EUR
468 (506) thousand, accounting for 1.1% of net sales. Depreciation totaled EUR
2.2 (2.4) million, or 5.1% of net sales.
GROUP STRUCTURE
During the review period Nurminen Logistics Plc sold its subsidiary Nurminen
Logistics Heavy Oy (100%) and its associated company Team Lines Estonia Oü
(20.3%).
The Group comprises the parent company, Nurminen Logistics Plc, as well as the
following subsidiaries and associated companies, owned directly or indirectly by
the parent (ownership, %): RW Logistics Oy (100%), Nurminen Logistics Services
Oy (100%), Nurminen Logistics Finland Oy (100%), Nurminen Maritime Latvia SIA
(51%), Pelkolan Terminaali Oy (20%), OOO Nurminen Logistics (100%), ZAO Terminal
Rubesh (100%), Nurminen Logistics LLC (100%), UAB Nurminen Maritime (51%),
Nurminen Maritime Eesti AS (51%) and Team Lines Latvia SIA (23%).
RESEARCH AND DEVELOPMENT
Nurminen Logistics offers logistics services and aims to constantly develop
these services both on its own and in cooperation with its partners. Due to the
nature of its operations the company did not have separate research and
development costs in its income statement in 2015.
PERSONNEL
At the end of the review period, the Group had 196 employees, compared with 233
on 31 December 2014. The number of employees working abroad was 49. The sale of
the subsidiary Nurminen Logistics Heavy Oy saw 19 employees transferred outside
the company.
Railway Logistics had 27 employees and Forwarding and Value Added Services 155
employees. Management and administrative personnel comprised 14 employees.
Personnel expenses in 2015 totaled EUR 10.3 million (2014: EUR 11.1 million).
CHANGES IN THE TOP MANAGEMENT
The Board of Directors of Nurminen Logistics Plc has elected Mr. Marko Tuunainen
(M. Sc. Econ.) as President and CEO of the Company. Mr. Tuunainen started in his
new position on 1 August 2015. This information was published in a stock
exchange release on 23 June 2015.
Markku Puolanne, Michael Karjagin and Risto Holopainen have been appointed the
new members of the Management Team of Nurminen Logistics Plc.
Markku Puolanne, aged 42, has been appointed the new Chief Financial Officer
(CFO) and member of the Management Team of Nurminen Logistics. Puolanne has been
working as a Group Financial Controller of the company. Before joining Nurminen
Logistics, Markku Puolanne has acted among others as CFO and Group Financial
Controller of subsidiary of the SRV Yhtiöt Plc in St. Petersburg (area of
responsibility: Russia and Baltics) and as a Business Controller in Mesvac.
Michael Karjagin, aged 47, has been appointed the Vice President of Nurminen
Logistics’s Forwarding business line and member of the Management Team of
Nurminen Logistics. Karjagin has been working in the company as a Director of
Forwarding business line and as a Sales Director last three years.
Risto Holopainen, aged 51, has been appointed the Vice President of Nurminen
Logistics’s Terminal and Value Added Services business line and member of the
Management Team of Nurminen Logistics. Holopainen has worked with Nurminen
Logistics in different roles since 2002. As Director of Terminal and Value Added
Services business line Holopainen has been working from 2013.
Maija Dietrich, aged 37, has been appointed the Vice President of Nurminen
Logistics’ Railway Logistics business unit. Previously Dietrich was acting as HR
and Development Director of Nurminen Logistics. Dietrich will continue in the
Management Team.
This information was published in a stock exchange release on 7 September 2015.
Vice President of Nurminen Logistics responsible for Special Transports and
Projects, Hannu Vuorinen, transferred to Transport Company Ville Silvasti Oy as
of 1 October 2015 in the connection of sale of Nurminen Logistics Heavy Oy. This
information was published in a stock exchange release on 11 September 2015.
On 31 December 2015, Nurminen Logistics’ Management Team consisted of the
following members:
Marko Tuunainen, President and CEO
Markku Puolanne, CFO
Maija Dietrich, Vice President, Rail Services
Risto Holopainen, Vice President, Terminal and Value Added Services
Mike Karjagin, Vice President, Forwarding.
ENVIRONMENTAL FACTORS
Nurminen Logistics seeks environmentally friendly and efficient transport
solutions as part of the development of its services. All services provided by
the company in Finland are covered by a certified environmental management
system that meets the requirements of the ISO 14001:2004 standard.
SHARES AND SHAREHOLDERS
Nurminen Logistics Plc’s share has been quoted on the main list of NASDAQ OMX
Helsinki Ltd under the current company name since 1 January 2008. The total
number of Nurminen Logistics Plc’s registered shares is 14,574,410 and the
registered share capital is EUR 4,214,521. The company has one share class and
all shares carry equal rights in the company. The company name was Kasola Oyj
until 31 December 2007. The company was listed on the Helsinki Stock Exchange in
1987.
The trading volume of Nurminen Logistics Plc’s shares was 416,183 during the
period from 1 January to 31 December 2015. This represented 2.9% of the total
number of shares. The value of the turnover was EUR 500,522. The lowest price
during the review period was EUR 0.97 per share and the highest EUR 1.66 per
share. The closing price for the period was EUR 1.10 per share and the market
value of the entire share capital was EUR 16,031,851 at the end of the period.
At the end of the 2015 financial year the company had 629 shareholders. At the
end of 2014 the number of shareholders stood at 586.
In the end of 2014 the company held 120,275 of its own shares, corresponding to
0.8% of votes.
DECISIONS MADE BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Nurminen Logistics Plc's Extraordinary General Meeting of Shareholders held on
24 August 2015 made the following decisions:
The remuneration of the Chairman of the Board of Directors
The Extraordinary General Meeting of Shareholders resolved that the remuneration
of the Chairman of the Board will be EUR 10,000 per month plus car benefit with
the maximum value of EUR 1,600 per month and telephone benefit in addition to
the remuneration agreed upon in the Annual General Meeting on 7 April 2015.
The Annual General Meeting of Shareholders on 7 April 2015 resolved that for the
Chairman of the Board remuneration level will be as follows: annual remuneration
of EUR 40,000 and a meeting fee of EUR 1,000 per meeting for the Board and Board
Committee meetings.
Composition and the number of members of the Board of Directors
The Extraordinary General Meeting of Shareholders resolved that the number of
members of the Board of Directors will be five until the end of the next Annual
General Meeting and thus complementing the Board of Directors with one member.
The Extraordinary General Meeting of Shareholders elected Olli Pohjanvirta as a
Board Member and to be chosen as the Chairman of the Board of Directors. The
current Chairman of the Board of Directors Tero Kivisaari would continue as a
Member of the Board of Directors. The Chairman’s duties include, in addition to
managing the Board of Directors, promoting projects in line with the company’s
strategy, especially in the rail transport market as well as taking care of
financing and investor relations.
DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 7 April
2015 made the following decisions:
Adoption of the financial statements and resolution on the discharge from
liability
The Annual General Meeting of Shareholders confirmed the company's financial
statements and the Group's financial statements for the financial period 1
January 2014 - 31 December 2014 and released the Board of Directors and the
President and CEO from liability.
Payment of dividend
The Annual General Meeting of Shareholders approved the Board's proposal that no
dividend shall be paid for the financial year 1 January 2014 - 31 December 2014.
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of four (4) ordinary members. The Annual General Meeting of
Shareholders re-elected the following ordinary members to the Board of
Directors: Tero Kivisaari, Juha Nurminen, Jukka Nurminen and Alexey Grom. In its
organising meeting immediately following the Annual General Meeting of
Shareholders, the Board of Directors elected Tero Kivisaari as the Chairman of
the Board. The Board of Directors also appointed an Audit Committee. The members
of the Audit Committee are Jukka Nurminen and Alexey Grom.
The Annual General Meeting of Shareholders resolved that for the members of the
Board elected at the Annual General Meeting for the term ending at the close of
the Annual General Meeting in 2016 remuneration level will be as follows: annual
remuneration of EUR 40,000 for the Chairman and EUR 20,000 for the other
members. In addition, a meeting fee of EUR 1,000 per meeting for the Board and
Board Committee meetings shall be paid for each member of the Board living in
Finland and EUR 1,500 per meeting for a member of the Board living outside
Finland. 50 per cent of the annual remuneration will be paid in the form of
Nurminen Logistics Plc’s shares and the remainder in money. A member of the
Board of Directors may not transfer shares received as annual remuneration
before a period of three years has elapsed from receiving shares.
Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares
Annual General Meeting authorised the Board to decide on issuance of shares
and/or special rights entitling to shares pursuant to chapter 10 section 1 of
the Finnish Companies Act.
Based on the aforesaid authorisation the Board of Directors is entitled to
release or assign, either by one or several resolutions, shares and/or special
rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid
shares and/or special rights can be used, e.g., for the financing of company and
business acquisitions corporate and business trading or for other business
arrangements and investments, for the expansion of owner structure, paying of
remuneration of the Board members and/or for the creating incentives for, or
encouraging commitment in, personnel.
The authorisation gives the Board the right to decide on share issue with or
without payment. The authorisation for deciding on a share issue without payment
also includes the right to decide on the issue for the company itself, so that
the authorisation may be used in such a way that in total no more than one tenth
(1/10) of all shares in the company may from time to time be in the possession
of the company and its subsidiaries.
The authorisation includes the right whereby the Board of Directors is entitled
to decide of all other issues of shares and special rights. Furthermore, the
Board of Directors is entitled to decide on share issues, option rights and
other special rights, in every way, as the same as General Meeting could decide.
The authorisation also includes right to decide on directed issues of shares
and/or special rights.
The authorisation shall remain in force until 30 April 2016.
Auditor
KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen
Logistics Plc's auditor. Mr. Ari Eskelinen, APA, acts as the responsible
auditor. The auditor's term ends at the end of the first Annual General Meeting
following the election. Auditor’s fee will be paid in accordance with the
auditor´s invoice accepted by the company.
DIVIDEND POLICY
The company’s Board of Directors has on 14 May 2008 determined the company’s
dividend policy, according to which Nurminen Logistics Plc aims to annually
distribute as dividends approximately one third of its net profit, provided that
the company’s financial position allows this.
AUTHORISATIONS GIVEN TO THE BOARD
Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of options and other special rights entitling to shares
Annual General Meeting authorised the Board to decide on issuance of shares
and/or special rights entitling to shares pursuant to chapter 10 section 1 of
the Finnish Companies Act.
Based on the aforesaid authorisation the Board of Directors is entitled to
release or assign, either by one or several resolutions, shares and/or special
rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid
shares and/or special rights can be used, e.g., for the financing of company and
business acquisitions corporate and business trading or for other business
arrangements and investments, for the expansion of owner structure, paying of
remuneration of the Board members and/or for the creating incentives for, or
encouraging commitment in, personnel.
The authorisation gives the Board the right to decide on share issue with or
without payment. The authorisation for deciding on a share issue without payment
also includes the right to decide on the issue for the company itself, so that
the authorisation may be used in such a way that in total no more than one tenth
(1/10) of all shares in the company may from time to time be in the possession
of the company and its subsidiaries.
The authorisation includes the right whereby the Board of Directors is entitled
to decide of all other issues of shares and special rights. Furthermore, the
Board of Directors is entitled to decide on share issues, option rights and
other special rights, in every way, as the same as General Meeting could decide.
The authorisation also includes right to decide on directed issues of shares
and/or special rights.
The authorisation shall remain in force until 30 April 2016.
OTHER EVENTS DURING THE REVIEW PERIOD
Closing of the sale of Nurminen Logistics Heavy’s shares
Nurminen Logistics Plc announced on 30 September 2015 that share transaction
that was announced on 11 September 2015 has been validated on 30 September 2015
and the responsibility of Nurminen Logistics Heavy’s operations will be
transferred to Transport Company Ville Silvasti as of 1 October 2015. This
arrangement will strengthen Nurminen Logistics’ financial structure, clarify
company’s service offering and provide even better opportunities for developing
core business operations. The transaction has no significant impact on Nurminen
Logistics’ result in 2015 or on Group’s consolidated balance sheet.
Nurminen Logistics Plc to sell its subsidiary Nurminen Logistics Heavy Oy
Nurminen Logistics Plc announced on 11 September 2015 that Nurminen Logistics
Plc has concluded an agreement for selling Nurminen Logistics Heavy Oy’s shares
to Transport Company Ville Silvasti Oy. Senior Vice President of Nurminen
Logistics responsible for Special Transports and Projects and a member of
Management Team, Hannu Vuorinen will stay in Nurminen Logistics Heavy in the
transaction. The project business that earlier belonged to Nurminen Logistics
Heavy will remain with Nurminen Logistics. No changes will be made to the
ownership of the handling hall for heavy goods at Vuosaari terminal either, but
the hall will remain in the ownership of Nurminen Logistics.
This arrangement will strengthen Nurminen Logistics’ financial structure,
clarify company’s service offering and provide even better opportunities for
developing core business operations. In future, we will focus on providing
forwarding, terminal and value added services in Finland’s most important import
and export ports and border-crossing points, on railway logistics in Finland,
Russia and CIS area and on project transport business.
Nurminen Logistics Heavy will move into the possession of Transport Company
Ville Silvasti on 1 October 2015. With the transaction, Ville Silvasti will
become the largest company in Finland to offer special transport services. The
transaction has no significant impact on Nurminen Logistics’ result in 2015.
Changes in Nurminen Logistics’ Board of Directors
Nurminen Logistics Plc announced on 7 September 2015 that Olli Pohjanvirta has
been elected as a chairman of the Board of Directors. Previously Pohjanvirta has
acted as a President and CEO and as a chairman of the Board of the company.
Former chairman of the Board Tero Kivisaari will continue as a member of the
Board.
Change in Nurminen Logistics Plc’s number of shares
Nurminen Logistics Plc announced on 31 July 2015 that the Board of Directors has
on 8 July 2015 resolved to issue 100,000 new shares in the company to the
company without consideration. The shares to be issued shall be used for the
payment of the remuneration of the Board members and/or for the creation of
incentives for, or encouraging commitment in, personnel and therefore there is
especially weighty financial reason for the afore-mentioned share issue.
After shares have been registered in the Trade Register, the total number of
shares in Nurminen Logistics Plc increased to 14,574,410 and the total number of
votes remained unchanged and is 14,474,410.
Notice for Nurminen Logistics Plc’s Extraordinary General Meeting
On 31 July 2015, the company announced that notice is given to the shareholders
of Nurminen Logistics Plc to the Extraordinary General Meeting to be held on
Monday, 24 august 2015 at 1:00 p.m. at the address Satamakaari 24, 00980
Helsinki, Finland.
Nurminen Logistics has sold 70 covered wagons
On 2 April 2015, the company announced plans to enhance the efficiency of its
wagon fleet in Russia by selling part of the fleet. In line with this plan, in
July the company sold 70 of its oldest covered wagons, which were manufactured
in 2005–2006.
Nurminen Logistics to issue new shares in the company to the company without
consideration
Nurminen Logistics Plc announced on 8 July 2015 that the shareholders of the
Company have on 7 April 2015 authorised the Board of Directors to decide on
issuance of shares and/or special rights entitling to shares pursuant to chapter
10 section 1 of the Finnish Companies Act. Based on the aforesaid authorisation
the Board of Directors is entitled to release or assign, either by one or
several resolutions, shares and/or special rights up to a maximum equivalent of
20,000,000 new shares so that aforesaid shares and/or special rights can be
used, e.g., for the financing of company and business acquisitions corporate and
business trading or for other business arrangements and investments, for the
expansion of owner structure, paying of remuneration of the Board members and/or
for the creating incentives for, or encouraging commitment in, personnel.
Pursuant to the aforementioned authorization, the Board of Directors has on 8
July 2015 resolved to issue 100,000 new shares in the company to the company
without consideration. The shares to be issued shall be used for the payment of
the remuneration of the Board members and/or for the creation of incentives for,
or encouraging commitment in, personnel and therefore there is especially
weighty financial reason for the afore-mentioned share issue.
Disclosure notification under chapter 2, section 9 of the Securities Market Act
Nurminen Logistics Plc announced on 1 July 2015 that it has received the
following disclosure notifications of changes in portions of holdings, pursuant
to the Securities Markets Act.
JN Uljas Oy has announced to Nurminen Logistics Plc that as a part of the 4th
June 2015 announced directed share issue, JN Uljas Oy subscribed 1,250,000 new
shares which are now registered in the Trade Register. Due to the above
mentioned transaction JN Uljas Oy's portion of Nurminen Logistics Plc's total
number of shares and voting rights has increased over 20 per cent (1/5). JN
Uljas Oy's share capital now comprises 3,099,388 Nurminen Logistics Plc's shares
which are equivalent to 21.4% of Nurminen Logistics Plc's share capital and
voting rights. Before the transaction JN Uljas Oy's share capital comprised
1,849,388 shares (14.2% shares and votes).
JN Uljas Oy (business ID 0717307-8) is a company controlled by member of
Nurminen Logistics Plc’s Board of Directors Juha Nurminen. In addition, Juha
Nurminen controls directly or indirectly Nurminen Logistics Plc's shares and
votes as follows: Juha Nurminen owns directly 5,575,546 shares (38.5% of the
share capital and votes).
Nurminen Logistics Plc nominates new President and CEO
Nurminen Logistics Plc announced on 23 June 2015 that the Board of Directors of
Nurminen Logistics Plc has elected Mr. Marko Tuunainen (M. Sc. Econ.) as
President and CEO of the Company. Mr. Tuunainen has previously acted in the
Company as SVP, Forwarding and Value added services business line. Mr. Tuunainen
will start in the position of the President and CEO 1 August 2015 and will
continue in his previous role in addition to other duties. The current Nurminen
Logistics Plc's President and CEO Olli Pohjanvirta will act in his current
position until 31 July 2015. After this Mr. Pohjanvirta will continue in the
Company as a support for the new CEO until further notice. The Board of
Directors is proposing to nominate Mr. Pohjanvirta as a new member of the Board.
Payment Arrangement for Terminal Leases and Directed Share Issue in Nurminen
Logistics Plc
Nurminen Logistics Plc announced on 4 June 2015 that the company has agreed with
Ilmarinen Mutual Pension Insurance Company on an arrangement concerning the
lease payment schedule of terminals located at the Vuosaari harbor as well as in
Luumäki, Niirala and Vainikkala. A proportion of leases allocated for years
2015–2021 will, as an advanced payment, be paid to Ilmarinen by means of 13.5
million euro loans granted by Ilmarinen to the company. The rest of the
originally agreed lease will yet be paid during the lease period. As part of the
agreement related to the lease payments, Nurminen Logistics Plc will arrange a
1.7 million euro share issue. The Board of Directors of Nurminen Logistics Plc
has decided on a directed share issue in order to allow the immediate
implementation of the agreement and to minimize the arrangement costs. The
decision on the share issue is based on the authorization granted by the Annual
General Meeting of Shareholders on 7 April 2015.
In the share issue, a maximum total of 1,416,668 new shares in the company were
offered, in deviation from the shareholders’ pre-emptive right, for subscription
to certain members of the Board of Directors and the President and CEO of the
company and/or the companies, in which they exercise control. The shares were
subscribed as follows: Juha Nurminen and JN Uljas Oy, in which he exercises
control, 1,291,667 shares in total, and Jukka Nurminen, Tero Kivisaari and
Russian Capital Management Oy, in which Olli Pohjanvirta exercises control, each
41,667 shares.
The share subscription price is EUR 1.20 per share. The share subscription price
is based on the share price level of the company’s share, rounded up to the
nearest full ten cents. The trade volume weighted average quotation of the
company’s share in NASDAQ OMX Helsinki Ltd during 27 April–26 May 2015 is EUR
1.18 per share. The share subscription price will be credited to the reserve of
the company’s invested unrestricted equity.
Nurminen Logistics Plc’s co-determination negotiations concluded
Nurminen Logistics Plc announced on 31 March 2015 its plans to adapt its
operations in Finland regarding rail terminal services and forwarding services
and in Russia regarding rail transport services. The co-determination
negotiations in its subsidiary Nurminen Logistics Services Oy have been
concluded. The personnel reductions in Finland are 6 lay-offs and 3 shifts to
part-time employment. In Russia the personnel reductions are 4 lay-offs. By
these measures Nurminen Logistics is preparing for decreased paper export
volumes by rail to Russia. There is no increase in export volumes to Russia to
be seen in 2015. This information was published in a stock exchange release on
28 April 2015.
CFO Ari Viinikkala has resigned from Nurminen Logistics Plc
Nurminen Logistics announced on 13 April 2015 that Mr. Ari Viinikkala has
resigned from his position as Nurminen Logistics Plc’s Chief Financial Officer
and member of the Executive Board. He will leave his position in August 2015.
Nurminen Logistics plans to sell its railway wagons in Russia
Nurminen Logistics announced on 2 April 2015 its plans to enhance operation of
the wagon fleet in Russia by selling a part of its wagons. Wagons for sale are
not operating under fixed customer contracts, but they are operating in the spot
market. Released financial funds will improve company's tightened financial
position and the company will be able to efficiently develop its operation of
leased wagon fleet in the growing segment of tank wagons. The company’s goal is
to finalize this transaction during the second quarter of 2015.
Nurminen Logistics adjusts its operations in Finland and Russia
Nurminen Logistics announced on 31 March 2015 that it starts co-determination
negotiations in its subsidiary Nurminen Logistics Services Oy. The company is
planning to adapt its operations in Finland regarding rail terminal services and
forwarding services and in Russia regarding rail transport services. According
to preliminary estimates, the need for personnel reduction is estimated to be 9
man-years in Luumäki, Vartius, Imatra and Niirala. In Russia the adjustment
requirement is estimated to be 4 man-years. By these measures Nurminen Logistics
is preparing for decreased paper export volumes by rail to Russia. There is no
increase in export volumes to Russia to be seen in 2015.
Nurminen Logistics starts co-determination negotiations on the restructuring of
the Group Communication function
Nurminen Logistics announced on 23 February 2015 that Nurminen Logistics is
planning to implement cost savings by restructuring the Group Communication
function. The planned cost savings aim to improve the cost structure of the
Group Administration.
On 18 March 2015, the company announced that the negotiations have been
concluded, and as an outcome of this, the Group Communication function’s work is
reduced by 1.5 FTE.
EVENTS AFTER THE REVIEW PERIOD
The company had no significant events after the review period.
BOARD OF DIRECTORS’ PROPOSAL FOR PROFIT DISTRIBUTION
Based on the financial statements as at 31 December 2015, the parent company’s
distributable equity is 32,241,951.55 euros. The Board of Directors proposes to
the Annual General Meeting that that no dividend shall be distributed for the
financial year 2015.
ANNUAL GENERAL MEETING 2016
The Annual General Meeting of Nurminen Logistics Plc will take place on Tuesday,
12 April 2016 starting at 1.00 p.m. at the address Satamakaari 24, 00980
Helsinki, Finland.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement of Nurminen Logistics Plc will be published
on 17 March 2016 on the company’s website at www.nurminenlogistics.com.
Disclaimer
Certain statements in this bulletin are forward-looking and are based on the
management's current views. Due to their nature, they involve risks and
uncertainties and are susceptible to changes in the general economic or industry
conditions.
Nurminen Logistics Plc
Board of Directors
For more information, please contact: Marko Tuunainen, President and CEO, tel.
+358 10 545 7011.
DISTRIBUTION
Nasdaq Helsinki
Major media
www.nurminenlogistics.com
Nurminen Logistics is a listed company established in 1886 that offers logistics
services. The company provides high-quality forwarding, cargo handling and value
added services as well as railway transports and related to it project transport
services to its customers. The main market areas of Nurminen Logistics are
Finland, Russia and its neighbouring countries.
TABLES
+------------------------------------------+---------+---------+
|CONSOLIDATED STATEMENT OF COMPREHENSIVE |1-12/2015|1-12/2014|
|INCOME | | |
+------------------------------------------+---------+---------+
|EUR 1,000 | | |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|NET SALES |43 016 |52 774 |
+------------------------------------------+---------+---------+
|Other operating income |219 |465 |
+------------------------------------------+---------+---------+
|Materials and services |-19 437 |-24 600 |
+------------------------------------------+---------+---------+
|Employee benefit expenses |-10 317 |-11 146 |
+------------------------------------------+---------+---------+
|Depreciation, amortisation and impairment |-2 201 |-2 351 |
|losses | | |
+------------------------------------------+---------+---------+
|Other operating expenses |-13 406 |-13 813 |
+------------------------------------------+---------+---------+
|OPERATING RESULT |-2 127 |1 328 |
+------------------------------------------+---------+---------+
|Financial income |169 |82 |
+------------------------------------------+---------+---------+
|Financial expenses |-2 468 |-3 298 |
+------------------------------------------+---------+---------+
|Share of profit in equity-accounted |143 |-57 |
|investees | | |
+------------------------------------------+---------+---------+
|RESULT BEFORE TAX |-4 283 |-1 945 |
+------------------------------------------+---------+---------+
|Income taxes |-93 |-396 |
+------------------------------------------+---------+---------+
|PROFIT / LOSS FOR THE PERIOD |-4 375 |-2 341 |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|Other comprehensive income | | |
+------------------------------------------+---------+---------+
|Other comprehensive income to be | | |
|reclassified to profit or loss in | | |
|subsequent periods: | | |
+------------------------------------------+---------+---------+
|Translation differences |-1 363 |-7 842 |
+------------------------------------------+---------+---------+
|Other comprehensive income for the period |-1 363 |-7 842 |
|after tax | | |
+------------------------------------------+---------+---------+
|TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |-5 738 |-10 183 |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|Result attributable to | | |
+------------------------------------------+---------+---------+
|Equity holders of the parent company |-4 551 |-2 793 |
+------------------------------------------+---------+---------+
|Non-controlling interest |176 |453 |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|Total comprehensive income attributable to| | |
+------------------------------------------+---------+---------+
|Equity holders of the parent company |-5 914 |-10 636 |
+------------------------------------------+---------+---------+
|Non-controlling interest |176 |453 |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|EPS undiluted |-0,33 |-0,21 |
+------------------------------------------+---------+---------+
| | | |
+------------------------------------------+---------+---------+
|EPS diluted |-0,33 |-0,21 |
+------------------------------------------+---------+---------+
+------------------------------------------+----------+----------+------+
|CONSOLIDATED STATEMENT OF COMPREHENSIVE |10-12/2015|10-12/2014|Change|
|INCOME | | | |
+------------------------------------------+----------+----------+------+
|EUR 1,000 | | | |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|NET SALES |8 784 |11 950 |-3 166|
+------------------------------------------+----------+----------+------+
|Other operating income |80 |64 |16 |
+------------------------------------------+----------+----------+------+
|Materials and services |-3 711 |-5 207 |1 496 |
+------------------------------------------+----------+----------+------+
|Employee benefit expenses |-2 416 |-2 733 |317 |
+------------------------------------------+----------+----------+------+
|Depreciation, amortisation and impairment |-595 |-447 |-148 |
|losses | | | |
+------------------------------------------+----------+----------+------+
|Other operating expenses |-2 941 |-2 184 |-756 |
+------------------------------------------+----------+----------+------+
|OPERATING RESULT |-799 |1 443 |-2 242|
+------------------------------------------+----------+----------+------+
|Financial income |61 |5 |56 |
+------------------------------------------+----------+----------+------+
|Financial expenses |-627 |-1 641 |1 014 |
+------------------------------------------+----------+----------+------+
|Share of profit in equity-accounted |167 |8 |159 |
|investees | | | |
+------------------------------------------+----------+----------+------+
|RESULT BEFORE TAX |-1 197 |-184 |-1 013|
+------------------------------------------+----------+----------+------+
|Income taxes |-5 |-141 |137 |
+------------------------------------------+----------+----------+------+
|PROFIT / LOSS FOR THE PERIOD |-1 202 |-326 |-876 |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|Other comprehensive income: | | | |
+------------------------------------------+----------+----------+------+
|Other comprehensive income to be | | | |
|reclassified to profit or loss in | | | |
|subsequent periods: | | | |
+------------------------------------------+----------+----------+------+
|Translation differences |-1 207 |-5 801 |4 594 |
+------------------------------------------+----------+----------+------+
|Other comprehensive income for the period |-1 207 |-5 801 |4 594 |
|after tax | | | |
+------------------------------------------+----------+----------+------+
|TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |-2 409 |-6 127 |3 718 |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|Result attributable to | | | |
+------------------------------------------+----------+----------+------+
|Equity holders of the parent company |-1 309 |-467 |-842 |
+------------------------------------------+----------+----------+------+
|Non-controlling interest |107 |141 |-34 |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|Total comprehensive income attributable to| | | |
+------------------------------------------+----------+----------+------+
|Equity holders of the parent company |-2 517 |-6 268 |3 752 |
+------------------------------------------+----------+----------+------+
|Non-controlling interest |107 |141 |-34 |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|EPS undiluted |-0,09 |-0,04 |-0,05 |
+------------------------------------------+----------+----------+------+
| | | | |
+------------------------------------------+----------+----------+------+
|EPS diluted |-0,09 |-0,04 |-0,05 |
+------------------------------------------+----------+----------+------+
+--------------------------------------------+----------+----------+
|CONSOLIDATED STATEMENT OF FINANCIAL POSITION|31.12.2015|31.12.2014|
+--------------------------------------------+----------+----------+
|EUR 1,000 | | |
+--------------------------------------------+----------+----------+
|ASSETS | | |
+--------------------------------------------+----------+----------+
|Non-current assets | | |
+--------------------------------------------+----------+----------+
|Property, plant and equipment |14 988 |23 360 |
+--------------------------------------------+----------+----------+
|Goodwill |8 970 |9 516 |
+--------------------------------------------+----------+----------+
|Other intangible assets |191 |345 |
+--------------------------------------------+----------+----------+
|Investments in equity-accounted investees |293 |173 |
+--------------------------------------------+----------+----------+
|Receivables |7 223 |35 |
+--------------------------------------------+----------+----------+
|Deferred tax assets |547 |608 |
+--------------------------------------------+----------+----------+
|NON-CURRENT ASSETS |32 212 |34 037 |
+--------------------------------------------+----------+----------+
|Current assets | | |
+--------------------------------------------+----------+----------+
|Trade and other receivables |10 709 |9 648 |
+--------------------------------------------+----------+----------+
|Current tax receivables |129 |83 |
+--------------------------------------------+----------+----------+
|Cash and cash equivalents |3 273 |1 530 |
+--------------------------------------------+----------+----------+
|CURRENT ASSETS |14 111 |11 262 |
+--------------------------------------------+----------+----------+
|FOR SALE NON-CURRENT ASSETS |4 710 |0 |
+--------------------------------------------+----------+----------+
|ASSETS TOTAL |51 033 |45 299 |
+--------------------------------------------+----------+----------+
| | | |
+--------------------------------------------+----------+----------+
|EQUITY AND LIABILITIES | | |
+--------------------------------------------+----------+----------+
|Share capital |4 215 |4 215 |
+--------------------------------------------+----------+----------+
|Other reserves |21 355 |19 655 |
+--------------------------------------------+----------+----------+
|Translation difference |-8 168 |-7 679 |
+--------------------------------------------+----------+----------+
|Retained earnings |-9 216 |-6 349 |
+--------------------------------------------+----------+----------+
|Non-controlling interest |489 |833 |
+--------------------------------------------+----------+----------+
|EQUITY, TOTAL |8 675 |10 674 |
+--------------------------------------------+----------+----------+
|Non-current liabilities | | |
+--------------------------------------------+----------+----------+
|Deferred tax liability |447 |426 |
+--------------------------------------------+----------+----------+
|Other liabilities |305 |350 |
+--------------------------------------------+----------+----------+
|Interest-bearing finance liabilities |23 759 |13 200 |
+--------------------------------------------+----------+----------+
|NON-CURRENT LIABILITIES |24 511 |13 977 |
+--------------------------------------------+----------+----------+
|Current liabilities | | |
+--------------------------------------------+----------+----------+
|Current tax liabilities |79 |127 |
+--------------------------------------------+----------+----------+
|Interest-bearing finance liabilities |4 517 |8 592 |
+--------------------------------------------+----------+----------+
|Trade payables and other liabilities |13 252 |11 930 |
+--------------------------------------------+----------+----------+
|CURRENT LIABILITIES |17 847 |20 649 |
+--------------------------------------------+----------+----------+
|TOTAL LIABILITIES |42 358 |34 625 |
+--------------------------------------------+----------+----------+
|TOTAL EQUITY AND LIABILITIES |51 033 |45 299 |
+--------------------------------------------+----------+----------+
+---------------------------------------------+---------+---------+
|CONDENSED CONSOLIDATED CASH FLOW STATEMENT |1-12/2015|1-12/2014|
+---------------------------------------------+---------+---------+
|CASH FLOW FROM OPERATING ACTIVITIES | | |
+---------------------------------------------+---------+---------+
|Profit/Loss for the period |-4 375 |-2 341 |
+---------------------------------------------+---------+---------+
|Gains and losses on disposals of property, |-69 |-19 |
|plant and equipment and other non-current | | |
|assets | | |
+---------------------------------------------+---------+---------+
|Depreciation, amortisation and impairment |2 201 |2 351 |
|losses | | |
+---------------------------------------------+---------+---------+
|Unrealised foreign exchange gains and losses |196 |1 530 |
+---------------------------------------------+---------+---------+
|Other adjustments |1 567 |-901 |
+---------------------------------------------+---------+---------+
|Paid and received interest |-1 455 |-1 294 |
+---------------------------------------------+---------+---------+
|Received dividend |19 |0 |
+---------------------------------------------+---------+---------+
|Taxes paid |-152 |-349 |
+---------------------------------------------+---------+---------+
|Changes in working capital |3 211 |575 |
+---------------------------------------------+---------+---------+
|Cash flow from operating activities |1 143 |-448 |
+---------------------------------------------+---------+---------+
|CASH FLOW FROM INVESTING ACTIVITIES | | |
+---------------------------------------------+---------+---------+
|Proceeds from sale of other investments |36 |0 |
+---------------------------------------------+---------+---------+
|Proceeds from sale of property, plant and |1 341 |758 |
|equipment and intangible assets | | |
+---------------------------------------------+---------+---------+
|Investments in property, plant and equipment |-540 |-490 |
|and intangible assets | | |
+---------------------------------------------+---------+---------+
|Proceeds from sale of interests in associates|0 |0 |
+---------------------------------------------+---------+---------+
|Loans granted |-512 |0 |
+---------------------------------------------+---------+---------+
|Cash flow from investing activities |325 |268 |
+---------------------------------------------+---------+---------+
|CASH FLOW FROM FINANCING ACTIVITIES | | |
+---------------------------------------------+---------+---------+
|Investment by non-controlling interest |1 700 |63 |
+---------------------------------------------+---------+---------+
|Acquisition of own shares |0 |0 |
+---------------------------------------------+---------+---------+
|Changes in liabilities |-1 075 |-1 556 |
+---------------------------------------------+---------+---------+
|Dividends paid / repayments of equity |-354 |-178 |
+---------------------------------------------+---------+---------+
|Cash flow from financing activities |270 |-1 670 |
+---------------------------------------------+---------+---------+
|CHANGE IN CASH AND CASH EQUIVALENTS |1 743 |-2 022 |
+---------------------------------------------+---------+---------+
|Cash and cash equivalents at beginning of |1 530 |3 553 |
|period | | |
+---------------------------------------------+---------+---------+
|Cash and cash equivalents at end of period |3 273 |1 530 |
+---------------------------------------------+---------+---------+
A= Share capital
B= Share premium reserve
C= Legal reserve
D= Reserve for invested unrestricted equity
E= Translation differences
F= Retained earnings
G= Non-controlling interest
H = Total
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|STATEMENT OF CHANGES IN EQUITY 1|A |B |C |D |E |F |G |H |
|-12/2015 EUR 1,000 | | | | | | | | |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Equity 1.1.2015 |4215|86|2378|17190|-7679|-6349|833 |10674|
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Result for the period |0 |0 |0 |0 |0 |-4551|176 |-4375|
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Total comprehensive income for |0 |0 |0 |0 |-490 |-873 |0 |-1363|
|the period / translation | | | | | | | | |
|differences | | | | | | | | |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Other changes |0 |0 |0 |1700 |0 |2558 |0 |4258 |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Dividends / repayments of equity|0 |0 |0 |0 |0 |0 |-519|-519 |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Equity 31.12.2015 |4215|86|2378|18890|-8168|-9216|489 |8675 |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|STATEMENT OF CHANGES IN EQUITY 1|A |B |C |D |E |F |G |H |
|-12/2014 EUR 1,000 | | | | | | | | |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Equity 1.1.2014 |4215|86|2378|17127|-4193|720 |558 |20891|
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Result for the period |0 |0 |0 |0 |0 |-2793|453 |-2340|
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Total comprehensive income for |0 |0 |0 |0 |-3486|-4357|0 |-7842|
|the period / translation | | | | | | | | |
|differences | | | | | | | | |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Other changes |0 |0 |0 |63 |0 |80 |0 |143 |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Dividends / repayments of equity|0 |0 |0 |0 |0 |0 |-178|-178 |
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
|Equity 31.12.2014 |4215|86|2378|17190|-7679|-6349|833 |10674|
+--------------------------------+----+--+----+-----+-----+-----+----+-----+
MOVEMENTS IN FIXED ASSETS
+------------------------------------------------+--------+----------+------+
|Movements in fixed assets |Tangible|Intangible|Total |
+------------------------------------------------+--------+----------+------+
|EUR 1,000 | | | |
+------------------------------------------------+--------+----------+------+
|Book value 1.1.2015 |23 351 |9 870 |33 221|
+------------------------------------------------+--------+----------+------+
|Additions |434 |34 |468 |
+------------------------------------------------+--------+----------+------+
|Disposals |-5 755 |-565 |-6 320|
+------------------------------------------------+--------+----------+------+
|Depreciation, amortisation and impairment losses|-2 091 |-177 |-2 268|
+------------------------------------------------+--------+----------+------+
|Exchange rate differences |-952 |0 |-952 |
+------------------------------------------------+--------+----------+------+
|Book value 31.12.2015 |14 988 |9 161 |24 149|
+------------------------------------------------+--------+----------+------+
+------------------------------------------------+--------+----------+------+
|Movements in fixed assets |Tangible|Intangible|Total |
+------------------------------------------------+--------+----------+------+
|EUR 1,000 | | | |
+------------------------------------------------+--------+----------+------+
|Book value 1.1.2014 |31 492 |10 046 |41 539|
+------------------------------------------------+--------+----------+------+
|Additions |379 |32 |410 |
+------------------------------------------------+--------+----------+------+
|Disposals |-553 |0 |-553 |
+------------------------------------------------+--------+----------+------+
|Depreciation, amortisation and impairment losses|-1 237 |-208 |-1 445|
+------------------------------------------------+--------+----------+------+
|Exchange rate differences |-6 730 |0 |-6 730|
+------------------------------------------------+--------+----------+------+
|Book value 31.12.2014 |23 351 |9 870 |33 221|
+------------------------------------------------+--------+----------+------+
RELATED PARTY TRANSACTIONS
The related parties comprise the members of the Board of Directors and Executive
Board of Nurminen Logistics and companies in which these members have control.
Related parties are also deemed to include shareholders with direct or indirect
control or substantial influence.
+--------------------------+---------+
|Related party transactions|1-12/2015|
+--------------------------+---------+
|EUR 1,000 | |
+--------------------------+---------+
|Sales |113 |
+--------------------------+---------+
|Purchases |49 |
+--------------------------+---------+
|Current liabilities |76 |
+--------------------------+---------+
KEY FIGURES
+------------------------------------+---------+---------+
|KEY FIGURES |1-12/2015|1-12/2014|
+------------------------------------+---------+---------+
|Gross capital expenditure, EUR 1,000|468 |506 |
+------------------------------------+---------+---------+
|Personnel |215 |241 |
+------------------------------------+---------+---------+
|Operating margin % |-4,9 % |2,5 % |
+------------------------------------+---------+---------+
|Share price development | | |
+------------------------------------+---------+---------+
|Share price at beginning of period |0,99 |1,60 |
+------------------------------------+---------+---------+
|Share price at end of period |1,10 |0,99 |
+------------------------------------+---------+---------+
|Highest for the period |1,66 |1,73 |
+------------------------------------+---------+---------+
|Lowest for the period |0,97 |0,98 |
+------------------------------------+---------+---------+
| | | |
+------------------------------------+---------+---------+
|Eguity/share EUR |0,60 |0,75 |
+------------------------------------+---------+---------+
|Earnings/share (EPS) EUR, undiluted |-0,33 |-0,21 |
+------------------------------------+---------+---------+
|Earnings/share (EPS) EUR, diluted |-0,33 |-0,21 |
+------------------------------------+---------+---------+
|Equity ratio % |17,00 |23,56 |
+------------------------------------+---------+---------+
|Gearing % |288,2 |189,8 |
+------------------------------------+---------+---------+
OTHER LIABILITIES AND COMMITMENTS
+------------------------------+----------+----------+
|Contingencies and commitments,|31.12.2015|31.12.2014|
|EUR 1,000 | | |
+------------------------------+----------+----------+
|Mortgages given |11 000 |11 000 |
+------------------------------+----------+----------+
|Book value of pledged |46 613 |52 434 |
|subsidiary shares and -loan | | |
|receivables | | |
+------------------------------+----------+----------+
|Other contingent liabilities |9 985 |11 976 |
+------------------------------+----------+----------+
|Rental obligations |68 686 |60 131 |
+------------------------------+----------+----------+
ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS) and the standards in force on
31 December 2015 have been applied. The Financial Statement Release has been
prepared in accordance with IAS 34 Interim Financial Reporting. The accounting
policies applied are consistent with those applied in the 2014 Financial
Statements, with the exception of the changes listed below. Other new or amended
IFRS standards or interpretations that have entered into force did not have a
material impact on the Financial Statements.
All figures have been rounded and consequently the sum of individual figures can
deviate from the presented sum figure. Key figures have been calculated using
exact figures. This financial statement release is unaudited.
Calculation of Key Figures
Equity ratio (%) =
Equity
______________________________________ X 100
Balance sheet total – advances received
Earnings per share (EUR) =
Result attributable to equity holders of the parent company
_________________________________________________________
Weighted average number of ordinary shares outstanding
Equity per share (EUR) =
Equity attributable to equity holders of the parent Company
________________________________________
Undiluted number of shares outstanding at the end of the financial year
Gearing (%) =
Interest-bearing liabilities - cash and cash equivalents
____________________________________________ X 100
Equity
