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2014-02-20 12:00:02 CET 2014-02-20 12:00:07 CET REGULATED INFORMATION Nurminen Logistics Oyj - Financial Statement ReleaseNURMINEN LOGISTICS PLC’S FINANCIAL STATEMENT RELEASE 2013Difficult 2013 sees both net sales and result weaken clearly Nurminen Logistics Plc Financial Statement Release 20 February 2014 at 1:00 p.m. NURMINEN LOGISTICS KEY FIGURES 1 JANUARY - 31 DECEMBER 2013 -- Net sales were EUR 63.8 million (2012: EUR 78.4 million). -- Reported operating result was EUR 0.2 million (EUR 5.4 million). -- Operating margin was 0.3% (6.9%). -- Operating result excluding non-recurring items was EUR 1.6 million (EUR 5.6 million). -- EBT was EUR -3.0 million (EUR 4.0 million). -- Net result was EUR -3.9 million (EUR 2.7 million). -- Earnings per share, undiluted: EUR -0.32 (EUR 0.05). -- Earnings per share, diluted: EUR -0.32 (EUR 0.05). FOURTH QUARTER 1 OCTOBER - 31 DECEMBER 2013 -- Net sales were EUR 14.4 million (2012: EUR 18.4 million). -- Reported operating result was EUR -0.9 million (EUR 0.7 million). -- Operating margin was -6.2% (3.7%). -- Operating result excluding non-recurring items was EUR 0.1 million (EUR 0.9 million). -- EBT was EUR -1.8 million (EUR 0.1 million). -- Net result was EUR -2.0 million (EUR -0.2 million). -- Earnings per share, undiluted: EUR -0.15 (EUR -0.03). -- Earnings per share, undiluted: EUR -0.15 (EUR -0.03). As of the beginning of 2012, Nurminen Logistics Group has reported on four business segments: Railway Logistics, Special Transports and Projects, Transit Logistics and Forwarding and Value Added Services. On 20 September 2013, the company announced the launch of a profit improvement programme in order to improve its profitability, competitiveness and operational requirements in a challenging business environment. On 8 November 2013, Nurminen Logistics announced it will merge the Transit Logistics business unit into the Forwarding and Value Added Services business unit. The profit improvement actions are estimated to allow the company to achieve approximately EUR 2 million in annual savings compared to 2013. On 31 December 2013, Nurminen Logistics announced it is divesting the 4PL business and selling it to the operative management of the business. As of 1 January 2014, Nurminen Logistics reports on three business units: Railway Logistics, Special Transports and Projects and Forwarding and Value Added Services. OUTLOOK FOR 2014 Nurminen Logistics expects its net sales, operating result and earnings per share to improve compared to 2013. 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 2013. OLLI POHJANVIRTA, PRESIDENT AND CEO: “The company's financial development was not satisfactory in 2013. We fell short of our objectives in terms of both net sales and operating profit. Our operating result excluding non-recurring items amounted to EUR 1.6 million, compared to EUR 5.6 million in 2012. The general economic conditions remained subdued in the Finnish market, which was naturally also reflected in our operations. Our market share has remained good. We are among the three largest companies in almost all of our service segments in Finland, including forwarding. In railway logistics, we are the market leader in covered wagons in rail transport between Finland and Russia. Our growth in the internal markets of Russia and its neighbouring countries in 2013 was lower than expected. In 2013, we carried out considerable restructuring of operations and improved the efficiency of our operations to better match the prevailing situation. Among other things, this meant the development of the processes at the Vuosaari terminal, closing down our Vainikkala terminal, trimming personnel expenses and also implementing reforms in the senior management of the company. I am certain that we are heading into 2014 as a considerably more competitive company. The past year also included many positives for our company. We achieved pleasing successes in project transport services related to major industrial investments. In railway transport services, we secured new customers in Russia towards the end of the year. In Finland, our market share remained unchanged in spite of the challenging conditions. In addition, the satisfaction of our customers with our services remained high, which shows that our employees are committed and exceptionally skilled. Due to the structural changes and efficiency improvement measures carried out last year, we are well prepared for better profitability. Our strategy will not change, but the rate at which we implement it will. This year, we aim to increase the number of our own wagons registered in Russia. We will also invest in our Russian organisation with the aim of securing new significant customer accounts. We will grow our special transports and projects business. We will develop our partner network in the key markets. We know the Russian logistics market and society well. We expect considerable growth in the internal railway market in Russia and the CIS countries as well as international project transports. We intend to achieve results through our own active measures - regardless of the tight market situation. Our success in the international market will guarantee competitive service to our Finnish customers as well”, states CEO Olli Pohjanvirta. MARKET SITUATION IN THE REVIEW PERIOD In railway logistics, the Russian market of important for Nurminen Logistics wagon types remained stable, although there was some normal seasonal variation. Due to economic growth levelling off, the average revenue per wagon declined during the review period and competition for customers intensified. In Finnish rail export, the demand for transport was slightly weaker than in 2012. The loading of railway wagons was increasingly done directly at factories, which reduced the utilisation rate of terminal capacity. The demand for import transport and forwarding of raw wood remained at a good level throughout the review period. The continued uncertainty in the world economy and the tightening of financial markets were reflected in the demand for special transports and projects, which remained subdued. Demand for projects and transports to Russia and the CIS area was better than in other markets. Competition remained intense and price levels in the market fluctuated considerably. In transit logistics, the demand on routes between the Baltic countries and Russia remained almost unchanged compared to the previous year. The demand for transport from the Baltic countries to Central Asia declined substantially from the high level seen in the comparison period. The demand for services at the Kotka and Hamina terminals remained at a higher level than in the comparison period. The market demand for transit logistics through Finland to Russia fluctuated considerably and price competition was intense. The market for forwarding and value added services remained challenging. The volumes of goods handled fluctuated significantly during the review period. Demand at the Vuosaari terminal grew, and the company was successful in acquiring significant new customer accounts there. NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY - 31 DECEMBER 2013 The net sales for the financial period amounted to EUR 63.8 million (2012: EUR 78.4 million), which represents a decrease of 18.6% compared to 2012. The reported operating result was EUR 216 (5,421) thousand. The operating result includes non-recurring items of EUR -1,366 (-148) thousand. The comparative operating result was therefore EUR 1,582 (5,570) thousand. The operating result was improved by the sale of used rolling stock. The non-recurring expenses during the review period were the result of adjustment measures related to the profit improvement programme, as well as personnel arrangements and restructuring. The non-recurring expenses in 2012 were due to costs associated with the change of the Group's corporate structure in Finland. The non-recurring profit recorded in the 2012 financial year resulted from the one-time payment of a receivable written down in the 2010 financial statements. The depreciation of the Russian rouble during the review period decreased the financial result by EUR 1.1 million. This exchange rate loss had no cash flow impact. The financial expenses for the period also include a non-recurring debt arrangement cost of EUR 0.3 million. Railway Logistics The Railway Logistics business unit's net sales for the review period amounted to EUR 33,131 (2012: 43,620) thousand and the operating result was EUR 5,062 (6,275) thousand. The operating result includes non-recurring items of EUR -794 (-49) thousand. The comparative operating result was therefore EUR 5,855 (6,324) thousand. Volumes in rail exports from Finland to Russia fluctuated substantially during the year. The total volume for the review period fell short of the comparison period primarily due to the weakened demand for transport from Finland to Russia in the fourth quarter. Demand for domestic transport in Russia and its neighbouring countries remained at a good level, although it declined somewhat towards the end of the year. The development of sales and the customer base, along with successful operational improvements in areas such as domestic transport in Russia, improved the profitability of operations. As part of the implementation of the Railway Logistics unit's strategy, the fleet of rolling stock was streamlined by selling certain wagon types. The proceeds from these sales had a positive effect on the operating result. Special Transports and Projects The Special Transports and Projects business unit's net sales for the review period amounted to EUR 8,874 (2012: 9,375) thousand and the operating result was EUR -221 (441) thousand. The operating result includes non-recurring items of EUR -76 (-16) thousand. The comparative operating result was therefore EUR -145 (457) thousand. Despite the intensified competition caused by the weaker market situation, the net sales of the Special Transports and Projects business unit only declined by 5% compared to the corresponding period in 2012. However, the margins on received orders remained at an unsatisfactory level on average. The results of the profit improvement programme commenced late in the year will not be reflected in the result until the next financial year. Transit Logistics The Transit Logistics business unit's net sales for the review period amounted to EUR 9,764 (13,903) thousand and the operating result was EUR -1,108 (2,510) thousand. The operating result includes non-recurring items of EUR -196 (-42) thousand. The comparative operating result was therefore EUR -912 (2,552) thousand. The result of Transit Logistics declined in the review period, particularly due to a decrease in container volumes transported to the CIS area and Central Asia through the Baltic countries. The volume of transit logistics in Finland operated by the Group's Finnish units remained low due to the decreased market share of Finnish ports and the uncertain situation with respect to TIR shipments. The export transport volumes and chemical storage services of the Kotka unit helped compensate for the reduced transit volume. Forwarding and Value Added Services The net sales of the Forwarding and Value Added Services business unit for the review period amounted to EUR 12,604 (11,774) thousand and the operating result was EUR -3,516 (-3,805) thousand. The operating result includes non-recurring items of EUR -300 (-41) thousand. The comparative operating result was therefore EUR -3,216 (-3,763) thousand. The operational loss of the Vuosaari logistics centre was EUR 2.2 (2.8) million for the financial year. The action programme to improve profitability had the expected impact on the development of the result of terminal operations in Vuosaari, while the demand for forwarding operations remained low. The impacts of further efficiency improvement measures implemented in the fourth quarter will not be reflected in the result until the next financial year. NET SALES BY UNIT 1-12/2013 1-12/2012 --------------------------------------------------------- EUR 1,000 --------------------------------------------------------- Railway Logistics 33,131 43,620 --------------------------------------------------------- Special Transports and Projects 8,874 9,375 --------------------------------------------------------- Transit Logistics 9,764 13,903 --------------------------------------------------------- Forwarding and Value Added Services 12,604 11,774 --------------------------------------------------------- Eliminations -530 -276 --------------------------------------------------------- Total 63,844 78,396 OPERATING RESULT BY UNIT 1-12/2013 1-12/2012 --------------------------------------------------------- EUR 1,000 --------------------------------------------------------- Railway Logistics 5,062 6,275 --------------------------------------------------------- Special Transports and Projects -221 441 --------------------------------------------------------- Transit Logistics -1,108 2,510 --------------------------------------------------------- Forwarding and Value Added Services -3,516 -3,805 --------------------------------------------------------- Total 216 5,421 --------------------------------------------------------- NET SALES AND FINANCIAL PERFORMANCE IN THE FOURTH QUARTER The net sales for the fourth quarter of 2013 amounted to EUR 14.4 million (2012: EUR 18.4 million), which represents a decrease of 21.6% compared to 2012. The reported operating result was EUR -892 (684) thousand. The operating result includes non-recurring items of EUR -975 (2012: -217) thousand. The non-recurring expenses during the fourth quarter of 2013 were the result of adjustment measures related to the profit improvement programme, as well as personnel arrangements and restructuring. The depreciation of the Russian rouble during the fourth quarter decreased the company's financial result by EUR 0.2 million. This exchange rate loss had no cash flow impact. The financial expenses for the fourth quarter also include a non-recurring debt arrangement cost of EUR 0.3 million. The net sales and operating result of Railway Logistics declined in the fourth quarter as demand weakened due to increased uncertainty in the market. Volumes decreased particularly in export transport from Finland to Russia. In addition, a slight decline in demand in the internal market of Russia and its neighbouring countries led to increased price competition. The Special Transports and Projects business unit's net sales decreased and operating result weakened substantially in the fourth quarter compared to the corresponding period in 2012. The market situation improved slightly, but the improvement in the order backlog will not be reflected in the result until the next financial year. In Transit Logistics, the development of the result also weakened in the fourth quarter, particularly in the Baltic countries. In Finnish operations, volumes fluctuated throughout the year and turned to an increase late in the review period. In Forwarding and Value Added Services, net sales increased substantially compared to the corresponding period in 2012 and grew slightly from the third quarter of 2013. The operational loss of the Vuosaari logistics centre was EUR 0.6 million in the fourth quarter, compared to EUR 0.8 million in the corresponding period in 2012. NET SALES BY UNIT 10-12/2013 10-12/2012 Change ------------------------------------------------------------------- EUR 1,000 ------------------------------------------------------------------- Railway Logistics 7,465 10,346 -2,881 ------------------------------------------------------------------- Special Transports and Projects 1,838 2,519 -681 ------------------------------------------------------------------- Transit Logistics 2,161 2,755 -594 ------------------------------------------------------------------- Forwarding and Value Added Services 3,126 2,797 329 ------------------------------------------------------------------- Eliminations -153 -13 -140 ------------------------------------------------------------------- Total 14,436 18,404 -3,968 ------------------------------------------------------------------- OPERATING RESULT BY UNIT 10-12/2013 10-12/2012 Change ------------------------------------------------------------------- EUR 1,000 ------------------------------------------------------------------- Railway Logistics 1,075 1,456 -381 ------------------------------------------------------------------- Special Transports and Projects -248 65 -313 ------------------------------------------------------------------- Transit Logistics -577 306 -883 ------------------------------------------------------------------- Forwarding and Value Added Services -1,141 -1,143 2 ------------------------------------------------------------------- Total -892 684 -1,576 ------------------------------------------------------------------- OUTLOOK Nurminen Logistics expects that its key market of Russia and its neighbouring countries will grow in 2014 based on already concluded customer agreements and the stable outlook of the Russian railway market in 2014-2015. Demand in the Finnish market is expected to be better than in 2013. Nurminen Logistics expects its net sales, operating result and earnings per share to improve compared to 2013. The company's long-term goal is to grow at a faster rate than the market, on average by over 15% per year. Going forward, over 50% of net sales will come from the growth markets of Russia and its neighbouring countries. The company's further long-term goals are to improve profitability, achieve an operating profit level of 10 per cent and return on equity of 20 per cent. SHORT-TERM RISKS AND UNCERTAINTIES Sustained uncertainty in the world economy may result in lower industrial production volumes and, as a consequence, weaker demand for the company's services and the cancellation of orders. Unfavourable market development in Russia and its neighbouring countries, in particular, would have a negative effect on the development of the company's net sales and result. Overcapacity in Finnish ports keeps price competition intense. The company operates in Vuosaari, Kotka, Hamina, Turku and Rauma harbours, and therefore the variation in volume development of these ports has an effect on the company's result. 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. The company has received notification of an adjustment decision pertaining to the taxation of the pre-demerger John Nurminen Ltd for the financial year 2007. The former John Nurminen Ltd was demerged on 1 January 2008 according to a demerger plan dated 7 September 2007, with the two receiving companies being the new John Nurminen and Kasola Plc. Kasola Plc subsequently changed its name to Nurminen Logistics Plc. According to the adjustment decision, the tax due is EUR 0.4 million. The allocation of the tax liability between the new John Nurminen Ltd and Nurminen Logistics Plc will be determined in arbitration proceedings. The potential resolution of the aforementioned disputes in favour of the counterparty would not affect the company's operating capacity or ability to fulfill its commitments or other obligations. FINANCIAL POSITION AND BALANCE SHEET The company's cash flow from operations was EUR 3,476 thousand. Cash flow from investments was EUR 3,419 thousand. Cash flow from financing activities amounted to EUR -8,122 thousand. At the end of the review period, cash and cash equivalents amounted to EUR 3,553 thousand. Liquidity remained at a satisfactory level during the review period, but the weak results of fourth quarter have been weakening the liquidity in the beginning of 2014. Financing negotiations related to the company's continuing business operations are planned to be held in the first quarter of 2014. The management is confident that the negotiations will reach a positive outcome. The Group's interest-bearing debt totalled EUR 23.8 million at the end of the financial year, while net interest-bearing debt amounted to EUR 20.2 million. The balance sheet total was EUR 57.5 million and the equity ratio was 36.4%. CAPITAL EXPENDITURE The Group's gross capital expenditure during the review period amounted to EUR 429 (1,145) thousand, accounting for 0.7% of net sales. Depreciation totalled EUR 3.5 (4.0) million, or 5.5% of net sales. GROUP STRUCTURE The company turned its operations in Finland into independent companies at the end of 2012. In the transformation, Nurminen Logistics Plc's Forwarding and Value Added Services, Railway Logistics and Transit Logistics business units formed one independent company, named Nurminen Logistics Services Oy, and the Special Transports and Projects business unit was transformed into another independent company, named Nurminen Logistics Heavy Oy. The new Finnish companies started operating under the new structure on 1 January 2013. The companies responsible for the Estonian and Lithuanian operations of Nurminen Logistics Plc were transferred directly under the parent company in 2012. The Russian operations will continue as a separate company directly under the parent company. These implemented structural changes have no impact on Group reporting. 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 Heavy Oy (100%), Nurminen Logistics Finland Oy (100%), OOO John Nurminen, St. Petersburg (100%), Nurminen Maritime Latvia SIA (51%), Pelkolan Terminaali Oy (20%), ZAO Irtrans (100%), OOO Nurminen Logistics (100%), OOO John Nurminen Terminal (100%), ZAO Terminal Rubesh (100%), Nurminen Logistics LLC (100%), UAB Nurminen Maritime (51%), Nurminen Maritime Eesti AS (51%), Team Lines Latvia SIA (23%) and Team Lines Estonia Oü (20.3%). 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 2013. PERSONNEL At the end of the review period the Group's number of personnel stood at 261, compared to 341 on 31 December 2012. The number of employees working abroad was 66. The Railway Logistics unit had 96 employees, the Special Transports and Projects unit had 23 employees, the Transit Logistics unit had 80 employees and the Forwarding and Value Added Services unit had 43 employees. Management and administrative personnel comprised 19 employees.Personnel expenses in 2013 totalled EUR 14.6 million (2012: EUR 15.9 million). The company issued a stock exchange release on 19 March 2013 announcing the conclusion of co-determination negotiations held during the review period. As a result of the negotiations, the company decided to reorganise and improve the efficiency of processes, streamline its management structure and consolidate operations. This requires a reduction in personnel of approximately 23 employees and the cost savings are estimated at roughly EUR 700 thousand in 2013 and approximately EUR 1,100 thousand from 2014 onwards. The non-recurring costs associated with this, approximately EUR 200 thousand, were lower than expected and recorded in the first quarter of the year. The company issued a stock exchange release on 22 April 2013 to announce that Nurminen Logistics Services Oy and Transval Handling Oy have signed an agreement for the outsourcing of goods handling at Nurminen Logistics' Vuosaari terminal. The agreement took effect on 1 May 2013, with 20 employees previously employed by Nurminen Logistics Services Oy transferring to Transval Handling Oy on the same date. The change did not involve any reductions in personnel and the employees transferred to the new employer as existing employees. The company announced on 25 June 2013 that the co-determination negotiations started on 12 June 2013 pertaining to terminal and forwarding personnel in Nurminen Logistics Services Oy's Railway Logistics business unit have come to a close and as a result, the terminal and forwarding personnel of the Railway Logistics business unit will be laid off for a maximum of 90 days. The layoffs will take effect before the end of the second quarter of 2014. In addition, the company is looking into other options for the reorganisation of work, which may lead to the dismissal of a maximum of 10 persons. The measures agreed on in the negotiations affect a total of 67 employees. The cost savings associated with the adjustments implemented as a result of the co-determination negotiations are estimated at approximately EUR 200 thousand in 2013. The company issued a stock exchange release on 8 November 2013 to announce that it has concluded the statutory co-determination negotiations on the efficiency programme announced on 20 September 2013. The aim of the efficiency improvement programme is to improve profitability, competitiveness and operational requirements in a challenging business environment. The terminal in Vainikkala will be closed down and the terminal functions will be transferred to the Luumäki terminal. Forwarding functions will continue in Vainikkala. According to preliminary estimates, the need for personnel cuts was estimated to be approximately 40 employees. Retirements and relocation within the Group may have effects on the need for reductions. The annual savings from reductions that will be made on the basis of the negotiations are about EUR 2 million starting from 2014. The non-recurring expenses arising from the need for personnel reduction amount to approximately EUR 600 thousand, which was recognised for the last quarter of 2013. CHANGES IN THE TOP MANAGEMENT The Nurminen Logistics Plc's President and CEO Topi Saarenhovi left his position on 19 November 2013. The Board of Directors of Nurminen Logistics Plc appointed Mr. Olli Pohjanvirta (LL.M.) as President and CEO of the Company. Mr. Pohjanvirta has previously acted as the Chairman of the Board of Directors of the Company. Mr. Olli Pohjanvirta started immediately in the position of the President and CEO. Mr. Olli Pohjanvirta has resigned from his position as the Chairman of the Board of Directors of the Company. The Board of Directors of the Company appointed Tero Kivisaari (Master Degrees in Science and Economics) as the Chairman of the Board. This information was published in a stock exchange release on 19 November 2013. Nurminen Logistics concluded on 8 November 2013 the statutory co-determination negotiations on the efficiency programme announced by the company on 20 September 2013. The aim of the efficiency improvement programme is to improve profitability, competitiveness and operational requirements in a challenging business environment. The company merged the Transit Logistics units in Kotka and Hamina into the Forwarding and Value Added Services business unit, in which three new business lines was created. The new business lines were Forwarding, Cargo Handling and Neutral Logistics Outsourcing (4PL). Topi Saarenhovi, President and CEO, was responsible for the new merged business unit. Mike Karjagin was appointed as the head of the Forwarding business line, Risto Holopainen as the head of the Cargo Handling business line and Janne Lehtimäki as the head of the Neutral Logistics Outsourcing (4PL) business line. The new business line heads assumed their positions on 11 November 2013. The above restructuring resulted in changes in Nurminen Logistics' Executive Board. As of 11 November 2013, the line-up of Nurminen Logistics Plc's Executive Board was as follows: Topi Saarenhovi (President and CEO), Paula Kupiainen (CFO), Fedor Larionov (Senior Vice President, Railway Logistics) and Hannu Vuorinen (Senior Vice President, Special Transports and Projects). This information was published in a stock exchange release on 8 November 2013. The company issued a stock exchange release on 31 December 2013 to announce that it gives up the 4PL business and sells it to the business' operative management. Mr. Risto Miettinen, Senior Vice President responsible for IT and Quality and member of Nurminen Logistics Plc's Executive Board, left his post on 30 September 2013. Risto Miettinen was a member of the Executive Board since 2012 and in the service of the company since 1994. Paula Kupiainen, CFO and member of the Executive Board, has assumed responsibility for IT in addition to her own duties as of 1 October 2013. Forwarding Manager Mika Eloranta has assumed responsibility for Nurminen Logistics' quality and environmental systems in addition to his own duties as of 1 October 2013. The size of Nurminen Logistics' Executive Board decreased from six members to five as a result of the change. As of 1 October 2013, Nurminen Logistics' Executive Board consisted of the following members: Topi Saarenhovi, President and CEO; Paula Kupiainen, CFO; Fedor Larionov, Senior Vice President, Railway Logistics; Janne Lehtimäki, Senior Vice President, Forwarding and Value Added Services and Hannu Vuorinen, Special Transports and Projects. This information was published in a stock exchange release on 17 September 2013. Mr. Fedor Larionov, 42, was appointed the new Senior Vice President of Nurminen Logistics' Railway Logistics business unit as well as a member of the Group's Executive Board. Larionov is based in St. Petersburg and reports to Topi Saarenhovi, President and CEO. Before joining Nurminen Logistics, Larionov had been the Director of the St. Petersburg branch of Daher CIS since 2011. Larionov joined Nurminen Logistics on 29 July 2013. Mr. Artur Poltavtsev, the previous Senior Vice President of Railway Logistics and member of the Executive Board, decided to leave the company on June 30, 2013. Railway Logistics business unit reported directly to CEO Topi Saarenhovi until 28 July 2013. The company issued a stock exchange release on this on 27 June 2013. 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 13,012,737 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 190,092 during the period from 1 January to 31 December 2013. This represented 1.5% of the total number of shares. The value of the turnover was EUR 369,328. The lowest price during the review period was EUR 1.52 per share and the highest EUR 2.20 per share. The closing price for the period was EUR 1.60 per share and the market value of the entire share capital was EUR 20,820,379.20 at the end of the period. At the end of the 2013 financial year the company had 567 shareholders. At the end of 2012 the number of shareholders stood at 525. On 13 May 2013, the Board of Directors of Nurminen Logistics Plc decided on a directed share issue without consideration by authorisation of the company's Annual General Meeting of Shareholders held on 15 April 2013. A total of 124,339 shares were issued in the directed share issue without consideration, comprising 16,330 in own shares held by the company and 108,009 in new shares. The issued shares were used for reward payments associated with Nurminen Logistics Group's Share-based Incentive Plan 2011-2012 for key personnel according to the achievement of targets established for the earnings criteria approved by the Board of Directors as well as for the Board's remuneration payments for the term ending at the 2014 Annual General Meeting. The newly issued shares, numbering 108,009, were entered in the Trade Register on 12 June 2013. The shares give their holder the right to dividends and other shareholder rights as of the date of registration. After the registration of the new shares, the total number of Nurminen Logistics Plc's shares stood at 13,012,737. The shares entered in the Trade Register were subject to public trading as of 13 June 2013. Stock exchange releases on the matter were published on 14 May and 12 June 2013. After the share issue without consideration announced by Nurminen Logistics on 14 May 2013, the company did not hold any of its own shares. The company issued a stock exchange release on 27 June 2013 to announce changes in its Executive Board. As a result of the changes, the number of shares paid as incentives to key personnel decreased from 80,005 to 69,760. After the return of the shares, in the end of 2013 the company held 10,245 of its own shares, corresponding to 0.079% of votes. In accordance with the decision of the Board of Directors, the company distributed on 31 May 2012 as repayment of equity EUR 0.08 per share from the reserves for invested unrestricted equity. DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 15 April 2013 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 2012 - 31 December 2012 and released the Board of Directors and the Managing Director from liability. Repayment of equity from the reserves for invested unrestricted equity In accordance with the proposal of the Board of Directors, the Annual General Meeting of Shareholders resolved that EUR 0.08 per share shall be distributed from the reserves for invested unrestricted equity as repayment of equity on the basis of the adopted balance sheet in respect of the financial year ending on 31 December 2012. The repayment of equity is paid to shareholders registered in the company's shareholders' register held by Euroclear Finland Ltd on the record date 18 April 2012. The payment date is 31 May 2013. Composition and remuneration of the Board of Directors The Annual General Meeting of Shareholders resolved that the Board of Directors shall consist of six (6) ordinary members. The Annual General Meeting of Shareholders re-elected the following ordinary members to the Board of Directors: Tero Kivisaari, Jan Lönnblad, Juha Nurminen, Jukka Nurminen and Olli Pohjanvirta. Alexey Grom was elected as a new member of the Board of Directors. In its organising meeting immediately following the Annual General Meeting of Shareholders, the Board of Directors elected Olli Pohjanvirta as the Chairman of the Board. The Board of Directors also appointed an Audit Committee. The members of the Audit Committee are Tero Kivisaari and Jukka Nurminen. 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 2014 remuneration level will be as follows: annual remuneration of EUR 80,000 for the Chairman and EUR 20,000 for the other members. Additionally 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. Amendment of Article 2 of the Articles of Association In accordance with the proposal of the Board of Directors, the Annual General Meeting of Shareholders resolved to amend Article 2 (line of business) of the Articles of Association and add the following sentences to it: ”In its capacity as the parent company, the company can attend to the administration, human resources management, financing, finances, information management, legal affairs and communications as well as other joint services and tasks of the Group. The company may engage in operations itself and through subsidiaries and associated companies and joint ventures.” After the amendment, Article 2 of the Articles of Association read as follows: “§2 The company's business area is to produce and provide logistics and forwarding services, engage in transport and in financing activities and other activities related to the above in Finland and abroad. With respect to the forwarding business the company may grant guarantees to parties levying customs duties, taxes and other public fees. To conduct its activities, the company may own and possess properties, hold shares in companies that support and complement its activities and engage in leasing of office and warehouse premises. In addition, the company may acquire, own and sell securities. In its capacity as the parent company, the company can attend to the administration, human resources management, financing, finances, information management, legal affairs and communications as well as other joint services and tasks of the Group. The company may engage in operations itself and through subsidiaries and associated companies and joint ventures.” Authorising the Board of Directors to decide on the repurchase of the company's own shares Annual General Meeting authorised the Board to decide on the repurchasing a maximum of 50,000 of the company's shares. The authorisation will be used for the paying of remuneration of the Board members. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares in public trading. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorisation includes the right whereby the Board is authorised to decide on all other matters related to the acquisition of own shares. The authorisation remains in force until 30 April 2014. 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 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 is entitled to decide of all other issues of shares and special rights. Furthermore, the Board is entitled to decide on share issues, option rights and other special rights in every way similarly as the Annual General Meeting could decide on these. The authorisation also includes right to decide on directed issues of shares and/or special rights. The authorisation remains in force until 30 April 2014. Auditor KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen Logistics Plc's auditor. Mr Lasse Holopainen 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 repurchase of the company's own shares Annual General Meeting authorised the Board to decide on the repurchasing a maximum of 50,000 of the company's shares. The authorisation will be used for the paying of remuneration of the Board members. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares in public trading. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorisation includes the right whereby the Board is authorised to decide on all other matters related to the acquisition of own shares. The authorisation remains in force until 30 April 2014. 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 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 is entitled to decide of all other issues of shares and special rights. Furthermore, the Board is entitled to decide on share issues, option rights and other special rights in every way similarly as the Annual General Meeting could decide on these. The authorisation also includes right to decide on directed issues of shares and/or special rights.The authorisation remains in force until 30 April 2014. OTHER EVENTS DURING THE REVIEW PERIOD Nurminen Logistics to give up the 4PL business The company announced on 31 December 2013 that it sells its 4PL business to the business operative management. The parties have agreed not to disclose the sale price. Three employees will transfer in connection with the transaction. The business transaction has no effect on Nurminen Logistics Plc's result. Nurminen Logistics to become the largest paper and cardboard handler at the Port of Helsinki The company announced on 27 September 2013 that it has signed a significant contract with the paper and pulp company Sappi to handle paper products at Nurminen Logistics' terminal at Vuosaari Harbour. Sappi will consolidate all ofits shipping through the Port of Helsinki to Nurminen Logistics' terminal in Vuosaari. The cooperation will gradually start with limited quantities in Q4 2013 to be fully operational on the effective start date of 1 January 2014, date when the volume transfer will be finalized. Nurminen Logistics has also signed a two-year extension contract with Metsä Board for handling cardboard at Vuosaari Harbour. The combined annual sales from the two contracts will be in excess of EUR 5 million. The paper and cardboard handling volume in Vuosaari will be some 350,000 tonnes per year, equivalent to approximately 31,000 (TEU) containers. Nurminen Logistics to carry out a large project delivery to Belarus Nurminen Logistics announced on 30 August 2013 that it will carry out the overall machinery delivery to Svetlogorsk, Belarus for the pulp mill of the mechanical engineering group Andritz. The value of logistics in this large project is more than EUR 2 million. The project delivery consists of more than 450 loads, approximately one third of which are special transports. In addition to transport, the Svetlogorsk delivery includes the overall management of transport logistics in the project. Transports for the project have started and will continue until mid-2014. Liquidity providing in the share of Nurminen Logistics Plc ended The company issued a stock exchange release on 17 January 2013 announcing that the market making in accordance with the liquidity providing agreement between Nurminen Logistics Plc and Evli Bank Plc for the share of Nurminen Logistics Plc will end on 18 February 2013. EVENTS AFTER THE REVIEW PERIOD Change in Nurminen Logistics' Executive Board The company announced on 8 January 2014 that Mr. Marko Tuunainen, M.Sc. (Econ), aged 43, has been appointed the Senior Vice President of Nurminen Logistics Plc's Forwarding and Value Added Services business unit and member of the Executive Board of Nurminen Logistics. He reports to Olli Pohjanvirta, President and CEO. Mr. Tuunainen started in his new position on 14 January 2014. Before joining Nurminen Logistics, Marko Tuunainen worked as the CEO of iResponse Solutions Oy. Due to this change the size of Nurminen Logistics' Executive Board increased from four members to five. From 14 January 2014, Nurminen Logistics' Executive Board consists of the following members: Olli Pohjanvirta, President and CEO Paula Kupiainen, CFO Fedor Larionov, Senior Vice President, Railway Logistics Marko Tuunainen, Senior Vice President, Forwarding and Value Added Services Hannu Vuorinen, Senior Vice President, Special Transports and Projects. The Board of Directors of Nurminen Logistics Plc decided on a new stock option plan The company announced on 14 January 2014 a new key employee stock option plan. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the Group key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key employees to the employer. The maximum total number of stock options issued is 1,500,000, and they entitle their owners to subscribe for a maximum total of 1,500,000 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. Of the stock options, 500,000 are marked with the symbol 2014A, 500,000 are marked with the symbol 2014B and 500,000 are marked with the symbol 2014C. The Board of Directors will decide upon the distribution of stock options to the key employees. The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 10.34 per cent of all shares and votes of the shares in the company after the potential share subscription, if new shares are issued in the share subscription. The share subscription price of the stock options 2014 is EUR 1.60 per share. The share subscription price is based on the prevailing price of the company's share. The share subscription price will be credited to the reserve for invested unrestricted equity. The share subscription period, for stock option 2014A will be 1 April 2015 - 31 March 2018, for stock option 2014B, 1 April 2016 - 31 March 2018, and for stock option 2014C, 1 April 2017 - 31 March 2018. The share subscription period will begin only if the Group's net result is positive during the period of time determined by the Board of Directors. After the share subscriptions with stock options, the number of the company's shares may be increased by a maximum total of 1,500,000 shares, if new shares are issued in the share subscription. The Board of Directors decided on the new stock option plan on the basis of the authorization granted by the company's Annual General Meeting held on 15 April 2013. Approximately 10 key employees, including the members of the Group's Executive Board and other separately named executives, belong to the target group of the plan. For all key employees, the prerequisite for receiving stock options is share ownership in the company. Nurminen Logistics Plc arranges a share issue to the personnel The Board of Directors of Nurminen Logistics Plc has decided on 14 January 2014 to arrange a share issue directed to the personnel. In the share issue, new shares in the company will be offered for subscription to all Group employees. In the share issue, a maximum total of 200,000 new shares in the company will, in deviation from the shareholders' pre-emptive right, be offered for subscription to the Group personnel. The company has a weighty financial reason for the deviation from the shareholders' pre-emptive right, since the purpose of the share issue is to encourage the personnel to acquire and own the company´s shares. The Group employs 197 people in Finland and 66 people outside Finland. The share subscription price is EUR 1.48 per share. The share subscription price is based on the trade volume weighted average quotation of the company's share on NASDAQ OMX Helsinki Ltd between 1 December 2013 and 31 December 2013, and on a discount of 10 per cent calculated from such price. The trade volume weighted average quotation of the company's share during the above period is EUR 1.64 per share. The share subscription period will be 10 March-20 March 2014, and approved subscriptions must be paid no later than 11 April 2014. The minimum subscription is 100 shares. The decision on the share issue is based on the authorization granted by the Annual General Meeting of Shareholders on 15 April 2013. Change in Nurminen Logistics' own shares A total of 10,030 shares granted as share-based incentives have been returned to Nurminen Logistics on February 6, 2014 in accordance with the terms of the incentive plan as the employment ended. Nurminen Logistics holds now a total of 20,275 its own shares. The number of own shares corresponds to 0.2% of all Nurminen Logistics shares. This information was published in a stock exchange release on 6 February 2014. Nurminen Logistics will centralise its railway terminal operations to Luumäki Nurminen Logistics announced on 20 January 2014 its plans to reduce its terminal capacity and transfer terminal operations from the Niirala terminal to the Luumäki terminal. Due to the personnel impact of the planned changes, Nurminen Logistics launched co-determination negotiations concerning the terminal and forwarding personnel of the Niirala location. The co-determination negotiations were concluded on 11 February 2014, and the company has decided to shut down the Niirala terminal and centralise its railway terminal operations to Luumäki. Project deliveries through the Niirala project field will be continued. As a result of the negotiations, Nurminen Logistics will permanently lay off a maximum of nine people in Niirala. The lay-offs will be carried out without delay. The company will support those being laid off to find new employment. According to preliminary estimates, Nurminen Logistics will record approximately EUR 0.2 million of expenses related to the arrangement to the first quarter of 2014. The arrangement will save EUR 0.4 million annually from 2015 onwards. By centralising its railway terminal operations to the Luumäki terminal, Nurminen Logistics will adapt its operations to the market change taking place in Finland, in which railway wagons are more often loaded directly at the factory, and geographical routes change. The company's strategy is to strengthen its position in domestic railway transport in Russia and nearby countries, railway transport between Finland and Russia, as well as in special and project transport. These changes will not affect this strategy. BOARD OF DIRECTORS' PROPOSAL FOR PROFIT DISTRIBUTION Based on the financial statements as at 31 December 2013, the parent company's distributable equity is 32,031,057.66 euros. The Board of Directors proposes to the Annual General Meeting that that no dividend shall be distributed for the financial year 2013. ANNUAL GENERAL MEETING 2014 The Annual General Meeting of Nurminen Logistics Plc will take place on Tuesday, 8 April 2014 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 13 March 2014 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: Olli Pohjanvirta, President and CEO, tel. +358 10 545 2431 DISTRIBUTION NASDAQ OMX Helsinki Major media www.nurminenlogistics.com Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality railway transports, project transport services, special transports and forwarding and cargo handling services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries. TABLES Tables concerning business units are presented in the verbal part of the financial statement release. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1-12/20 1-12/20 13 12 --------------------------------------------------------------- EUR 1,000 NET SALES 63 844 78 396 Other operating income 1 834 721 Materials and services -29 189 -33 801 Employee benefit expenses -14 606 -15 900 Depreciation, amortisation and impairment losses -3 538 -4 004 Other operating expenses -18 129 -19 991 OPERATING RESULT 216 5 421 Financial income 55 478 Financial expenses -3 444 -2 040 Share of profit in equity-accounted investees 126 185 RESULT BEFORE TAX -3 048 4 044 Income taxes -899 -1 360 PROFIT/LOSS FOR THE PERIOD -3 947 2 684 Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods: Translation differences -2 287 867 Other comprehensive income for the period after tax -2 287 867 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -6 234 3 552 Result attributable to Equity holders of the parent company -4 149 682 Non-controlling interest 202 2 002 Total comprehensive income attributable to Equity holders of the parent company -6 436 1 550 Non-controlling interest 202 2 002 EPS undiluted -0,32 0,05 EPS diluted -0,32 0,05 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 10-12/2 10-12/2 Change 013 012 ------------------------------------------------------- EUR 1,000 NET SALES 14 436 18 404 -3 968 Other operating income 56 217 -161 Materials and services -6 203 -7 725 1 522 Employee benefit expenses -4 089 -4 017 -72 Depreciation, amortisation and impairment losses -789 -976 187 Other operating expenses -4 303 -5 219 917 OPERATING RESULT -892 684 -1 576 Financial income 3 25 -22 Financial expenses -986 -624 -363 Share of profit in equity-accounted investees 45 57 -11 RESULT BEFORE TAX -1 830 142 -1 972 Income taxes -192 -294 102 PROFIT/LOSS FOR THE PERIOD -2 022 -151 -1 871 Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods: Translation differences -721 -158 -563 Other comprehensive income for the period after tax -721 -158 -563 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -2 743 -309 -2 434 Result attributable to Equity holders of the parent company -1 917 -339 -1 578 Non-controlling interest -105 188 -293 Total comprehensive income attributable to Equity holders of the parent company -2 638 -497 -2 141 Non-controlling interest -105 188 -293 EPS undiluted -0,15 -0,03 -0,12 EPS diluted -0,15 -0,03 -0,12 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31.12.2013 31.12.2012 --------------------------------------------- EUR 1,000 ASSETS Non-current assets Property, plant, equipment 31 492 38 737 Goodwill 9 516 9 516 Other intangible assets 530 813 Investments in equity-accounted investees 295 389 Receivables 35 35 Deferred tax assets 926 1 068 NON-CURRENT ASSETS 42 795 50 558 Current assets Trade and other receivables 11 045 14 157 Current tax receivables 93 156 Cash and cash equivalents 3 553 4 901 CURRENT ASSETS 14 691 19 214 TOTAL ASSETS 57 486 69 772 EQUITY AND LIABILITIES Share capital 4 215 4 215 Other reserves 19 591 20 622 Translation differences -4 193 -3 276 Retained earnings 720 5 799 Non-controlling interest 558 2 437 EQUITY, TOTAL 20 891 29 797 Non-current liabilities Deferred tax liabilities 350 431 Other liabilities 561 656 Interest-bearing finance liabilities 14 849 17 571 NON-CURRENT LIABILITIES 15 760 18 658 Current liabilities Current tax liabilities 88 283 Interest-bearing finance liabilities 8 902 11 536 Trade payable and other liabilities 11 846 9 497 CURRENT LIABILITIES 20 835 21 317 TOTAL LIABILITIES 36 595 39 975 TOTAL EQUITY AND LIABILITIES 57 486 69 772 CONDENSED CONSOLIDATED CASH FLOW STATEMENT 1-12/20 1-12/20 13 12 --------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES Profit/Loss for the period -3 947 2 684 Gains and losses on disposals of property, plant and equipment -1 685 -559 and other non-current assets Depreciation, amortisation and impairment losses 3 538 4 004 Unrealised foreign exchange gains and losses 1 071 -322 Other adjustments 2 297 2 603 Paid and received interest -1 400 -1 300 Taxes paid -1 244 -1 160 Changes in working capital 4 848 -1 578 Cash flow from operating activities 3 476 4 372 CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment and 3 863 639 intangible assets Investments in property, plant and equipment and intangible -446 -1 151 assets Proceeds from sale of other investments 2 0 Cash flow from investing activities 3 419 -512 CASH FLOW FROM FINANCING ACTIVITIES Investment by non-controlling interest 0 63 Acquisition of own shares 0 -70 Changes in liabilities -5 360 66 Dividends paid / repayments of equity -2 762 -1 532 Cash flow from financing activities -8 122 -1 474 CHANGE IN CASH AND CASH EQUIVALENTS -1 349 2 411 Cash and cash equivalents at beginning of period 4 901 2 490 Cash and cash equivalents at end of period 3 553 4 901 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 A B C D E F G H 1-12/12 EUR 1,000 -------------------------------- Equity 1.1.2012 4215 86 2378 19131 -3699 4673 1064 27848 Result for the period 0 0 0 0 0 682 2002 2684 Total comprehensive income for 0 0 0 0 423 444 0 867 the period / translation differences Other changes 0 0 0 -70 0 -1 0 -71 Dividends / repayments of 0 0 0 -903 0 0 -628 -1532 equity Equity 31.12.2012 4215 86 2378 18158 -3276 5799 2437 29797 STATEMENT OF CHANGES IN A B C D E F G H EQUITY 1-12/13 EUR 1,000 ------------------------------ Equity 1.1.2013 4215 86 2378 18158 -3276 5799 2437 29797 Result for the period 0 0 0 0 0 -4149 202 -3947 Total comprehensive income 0 0 0 0 -917 -1370 0 -2287 for the period / translation differences Other changes 0 0 0 0 0 441 -351 90 Dividends / repayments of 0 0 0 -1031 0 0 -1731 -2762 equity Equity 31.12.2013 4215 86 2378 17127 -4193 721 558 20891 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 --------------------------- EUR 1,000 1-12/2013 Sales 4 Purchases 330 Interest expenses 8 Current liabilities 145 KEY FIGURES KEY FIGURES 1-12/2013 1-12/2012 ------------------------------------- Gross capital expenditure, EUR 1,000 429 1 145 Personnel 277 342 Operating margin % 0,3 % 6,9 % Share price development Share price at beginning of period 1,88 1,78 Share price at end of period 1,60 1,88 Highest for the period 2,20 2,34 Lowest for the period 1,52 1,78 Equity/share EUR 1,56 2,12 Earnings/share (EPS) EUR, undiluted -0,32 0,05 Earnings/share (EPS) EUR, diluted -0,32 0,05 Equity ratio % 36,42 42,71 Gearing % 96,7 81,2 OTHER LIABILITIES AND COMMITMENTS Contingencies and commitments, 1000 eur 31.12.2013 31.12.2012 ---------------------------------------- Mortgages given 11 000 11 000 Book value of pledged subsidiary shares 46 516 27 952 Other contingent liabilities 13 875 14 580 Rent liabilities 67 194 73 954 The amount of rent liabilities as of 31.12.2012 has been changed from the previous financial statements reporting due to reconciliation calculations. Pledged subsidiary shares include the book value of the shares of OOO Nurminen Logistics for the loan of 0,5 million euros that has been entirely repaid in the beginning of 2014. Accounting policies The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) complying with the standards and interpretations effective on 31 December 2013. This year-end report has been prepared in accordance with IAS 34 'Interim Financial Reporting'. The IFRS recognition and measurement principles as described in the annual financial statements for 2012 have also been applied in the preparation of the interim financial information, with the changes mentioned below. Other adopted new and amended IFRS-standards and interpretations have not had significant impact on reported figures. The Group has applied the following revised and amended standards as of 1 January 2013: Amendments to IAS 1 Presentation of financial statements Amendments to IFRS 7 Financial Instruments: Disclosures 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 year-end report 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 |
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