2013-02-26 12:00:00 CET
2013-02-26 12:00:07 CET
REGULATED INFORMATION
Nurminen Logistics Oyj - Financial Statement Release
NURMINEN LOGISTICS PLC’S FINANCIAL STATEMENT RELEASE 2012
Net sales increased and the operating result improved significantly
Nurminen Logistics Plc Financial Statement Release 26
February 2013 1.00 p.m.
NURMINEN LOGISTICS KEY FIGURES 1 JANUARY - 31 DECEMBER 2012
-- Net sales were EUR 78.4 million (2011: EUR 76.6 million).
-- Reported operating result was EUR 5.4 million (EUR 1.9 million).
-- Operating margin was 6.9% (2.5%).
-- Operating result excluding non-recurring items was EUR 5.6 million (EUR 1.1
million).
-- EBT was EUR 4.0 million (EUR -0.7 million).
-- Net result was EUR 2.7 million (EUR -1.5 million).
-- Earnings per share, undiluted: EUR 0.05 (EUR -0.19).
-- Earnings per share, diluted: EUR 0.05 (EUR -0.19).
FOURTH QUARTER 1 OCTOBER - 31 DECEMBER 2012
-- Net sales were EUR 18.4 million (2011: EUR 19.4 million).
-- Reported operating result was EUR 0.7 million (EUR 1.0 million).
-- Operating margin was 3.7% (5.2%).
-- Operating result excluding non-recurring items was EUR 0.9 million (EUR 0.5
million).
-- EBT was EUR 0.1 million (EUR 0.0 million).
-- Net result was EUR -0.2 million (EUR -0.2 million).
-- Earnings per share, undiluted: EUR -0.03 (EUR -0.04).
-- Earnings per share, diluted: EUR -0.03 (EUR -0.04).
Nurminen Logistics Plc reorganised its operations as of 4 October 2011. As a
part of these reorganisation measures, operations were divided into four
accountable business units: Railway Logistics, Special Transports and Projects,
Transit Logistics and Forwarding and Value Added Services. In the Group's
financial reporting for 2011, only one operating unit was reported. As of the
year 2012, Nurminen Logistics Plc reports on four separate business units.
Nurminen Logistics Plc issued a stock exchange release on 12 October 2012
announcing its plans to turn its operations in Finland into independent
companies and restructure its Baltic operations. In the transformation,
Nurminen Logistics Plc's Forwarding and Value Added Services, Railway Logistics
and Transit Logistics business units formed one independent company and the
Special Transports and Projects business unit was transformed into another
independent company. These two new Finnish companies began operating under the
new structure on 1 January 2013.
Turning these business operations into independent companies has no effect on
Nurminen Logistics Plc's financial reporting. The reported segments are still
Forwarding and Value Added Services, Special Transports and Projects, Railway
Logistics and Transit Logistics.
OUTLOOK FOR 2013
Nurminen Logistics expects its net sales and operating result to be at the same
level as in 2012 and earnings per share to improve.
BOARD OF DIRECTORS' PROPOSAL FOR PROFIT DISTRIBUTION
The Board of Directors proposes to the Annual General Meeting that EUR 0.08 per
share be distributed to shareholders from the other reserves of the
unrestricted equity as repayment of equity.
TOPI SAARENHOVI, PRESIDENT AND CEO:
“The year 2012 was a significant turning point for Nurminen Logistics. Our
profitability improved in every business unit, and the overall improvement even
outpaced our expectations. We grew our business operations, particularly in the
active markets of Russia and its neighbouring countries. The company's new
organisational structure improved operational efficiency and management.
The company's largest business unit, Railway Logistics, developed particularly
strongly. We were successful in developing our Russian organisation. The new
sales organisation helped us expand our customer base in rail transport within
Russia. Thanks to better sales work and more efficient operation of our fleet,
the utilisation rate and profitability of our rolling stock improved across
nearly all wagon types. The profitability of Transit Logistics increased
significantly in Nurminen Logistics' Baltic operations. This increase was due
in particular to the growth achieved by our Lithuanian subsidiary in the
container export market and the higher activity in container traffic to Russia
and Central Asia through the Baltics. We achieved positive development in the
profitability of Special Transports and Projects. This was mainly due to strong
growth in special transports and projects delivered to Russia and its
neighbouring countries.
Our most significant challenges in 2012 were the profitability of terminal
services and the unstable domestic market conditions. While we were able to
improve our terminal operations compared to 2011, the profitability of the
Vuosaari logistics centre remained unsatisfactory. Measures to improve
profitability were implemented throughout the year. Profitability was weaker in
the final quarter of the year compared to the previous three due to weaker
demand. The company's result was also negatively affected by non-recurring
costs related to organisational restructuring.
In 2013, the focus of our business development will be on growing our railway
logistics business in Russia and its neighbouring markets. We will continue the
project to expand our fleet of rolling stock that began in 2011. We also aim to
grow our project transport business in Russia and its neighbouring markets and
increase profitability in Vuosaari and across other operations through various
means, including the improvement of operational efficiency.
MARKET SITUATION IN THE REVIEW PERIOD
The market situation in Nurminen Logistics' operating environment was variable:
market activity remained high in the company's key strategic growth market of
Russia and its neighbouring countries and the demand for logistics services in
these markets was good. In Finland, markets remained at a reasonable level,
although the demand and market situation varied between different business
operations.
Domestic rail cargo transport grew in Russia and its neighbouring countries.
With the help of the newly strengthened sales organisation in St. Petersburg,
the company won new customers and further increased its share in Russia's
domestic rail transport. The positive development of Russian operations
balanced the volume of the Railway Logistics business unit as the demand for
transport from Finland to Russia was characterised by fluctuations. However,
demand slowed down in the Russian market late in the year. The demand for rail
transport from Finland to Russia did not develop as well as expected due to
factors including structural changes in the industrial sector and increased
competition.
The relative share of the company's Baltic operations grew in Transit
Logistics. The demand and volumes for container transport from the Baltics to
Moscow and Central Asia were at a good level. The volume of transit traffic to
Russia through Finnish ports declined slightly. The capacity utilisation rate
of the Kotka unit improved as a result of its expanded customer base and
increased export transport volume. Demand for the company's chemicals warehouse
services also increased. Structural changes in traffic at the Hamina port
weakened harbour service demand somewhat.
The demand for forwarding services remained satisfactory, although there was a
slight decline in the demand for import forwarding late in the year. The market
situation and price level remained challenging for the Vuosaari terminal as the
market tightened and competition intensified towards the end of the year.
The demand for special transport was characterised by customer-specific and
market-specific variation. Price levels also fluctuated considerably in the
market. Competition remained intense, particularly with respect to large
project deliveries for the mechanical engineering industry. Demand and prices
were better in international special transport, especially deliveries to Russia
and its neighbouring countries, compared to Finland, where competition
continued to be fierce.
NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY - 31 DECEMBER 2012
The net sales for the financial period amounted to EUR 78.4 million (2011: EUR
76.6 million), which represents an increase of 2.3% compared to 2011. The
reported operating result was EUR 5,421 (1,947) thousand. The increase was
178.5%. The operating result includes non-recurring items of EUR -148 (850)
thousand. The comparative operating result was therefore EUR 5,570 thousand,
which is an increase of 407.8% compared to 2011. Due to the improved result,
the amount of bonuses paid under the short and long-term share-based incentive
plans was higher than in 2011, which had an effect on the operating result.
The non-recurring profit of the financial period was the result of a final
payment of a receivable written down in the 2010 financial statements. The
non-recurring expenses in the review period were related to the changes in the
Group's corporate structure in Finland. The non-recurring profit of the 2011
financial year resulted from a partial payment of a receivable written down in
the 2010 financial statements and of a sales profit from divesting the Group's
associated companies in Baltic countries. The non-recurring expenses in 2011
were based on moving the head office and reorganising the business structure of
the company.
The appreciation of the Russian rouble during the review period increased the
company's financial result by EUR 0.3 million. This exchange rate profit had no
cash flow impact.
Railway Logistics
The Railway Logistics business unit's net sales for the review period amounted
to EUR 43,620 (2011: 43,777) thousand and the operating result was EUR 6,275
(2011: 5,055) thousand. The operating result includes non-recurring items of
EUR -49 (305) thousand. The comparative operating result was therefore EUR
6,324 (4,750) thousand. There were considerable volume fluctuations in rail
exports from Finland to Russia during the year. The full-year volume was lower
than in 2011, mainly due to weaker demand in the fourth quarter. Demand for
domestic railway transport in Russia and its neighbouring countries remained at
a good level, although demand weakened late in the year. Profitability was
boosted by the development of sales operations, growing the customer base and
achieving operational improvements in areas such as domestic Russian transport.
Special Transports and Projects
The Special Transports and Projects business unit's net sales for the review
period amounted to EUR 9,375 (7,572) thousand and the operating result was EUR
441 (-461) thousand. The operating result includes non-recurring items of EUR
-16 (0) thousand. The comparative operating result was therefore EUR 457 (-461)
thousand. The margins of received orders remained at an unsatisfactory level on
average due to significantly increased costs and intense competition. Compared
to the reference period, the operating result was improved by strong
performance in sales operations, special transports and projects destined for
Russia and its neighbouring countries, higher equipment utilisation rates and
the successful management of fixed costs.
Transit Logistics
The Transit Logistics business unit's net sales for the review period amounted
to EUR 13,903 (12,503) thousand and the operating result was EUR 2,510 (1,221)
thousand. The operating result includes non-recurring items of EUR -42 (545)
thousand. The comparative operating result was therefore EUR 2,552 (676)
thousand. The result of the Transit Logistics unit during the review period was
good, especially due to the container volumes transported via the Baltic
countries to the CIS countries and Central Asia, as well as the increased
export of containers by the Lithuanian subsidiary. Transit traffic operated by
the company's Finnish units declined due to the decreased transit traffic
market share of Finnish ports. The higher export traffic volumes, chemicals
warehousing services and development of the customer base of the Kotka unit
helped balance out the impact of reduced transit traffic 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 11,774 (13,031) thousand and the operating result
was EUR -3,805 (-3,869) thousand. The operating result includes non-recurring
items of EUR -41 (0) thousand. The comparative operating result was therefore
EUR -3,763 (-3,869) thousand. The operating loss of the Vuosaari logistics
centre amounted to EUR 2.8 (3.1) million in the review period. The volume
handled by the Vuosaari logistics centre declined by 5%, but the profitability
of the logistics centre improved as a result of a profitability development
programme implemented by the company. However, the effect of improved
efficiency was counteracted somewhat by a rise in the cost of business
premises.
NET SALES BY UNIT 1-12/2012 1-12/2011
---------------------------------------------------------
EUR 1,000
---------------------------------------------------------
Railway Logistics 43,620 43,777
---------------------------------------------------------
Special Transports and Projects 9,375 7,572
---------------------------------------------------------
Transit Logistics 13,903 12,503
---------------------------------------------------------
Forwarding and Value Added Services 11,774 13,031
---------------------------------------------------------
Eliminations -276 -254
---------------------------------------------------------
Total 78,396 76,630
OPERATING RESULT BY UNIT 1-12/2012 1-12/2011
---------------------------------------------------------
EUR 1,000
---------------------------------------------------------
Railway Logistics 6,275 5,055
---------------------------------------------------------
Special Transports and Projects 441 -461
---------------------------------------------------------
Transit Logistics 2,510 1,221
---------------------------------------------------------
Forwarding and Value Added Services -3,805 -3,869
---------------------------------------------------------
Total 5,421 1,947
---------------------------------------------------------
NET SALES AND FINANCIAL PERFORMANCE IN THE FOURTH QUARTER
Net sales in the fourth quarter of 2012 amounted to EUR 18.4 million (2011:
19.4 million), which represents a decrease of 5.2% compared to the
corresponding period in 2011. The reported operating result was EUR 684 (1,009)
thousand. The operating result declined by 32.2%. The operating result includes
non-recurring items of EUR -217 (2011: 487) thousand. The comparative operating
result therefore increased by 72.6% compared to the corresponding period in
2011.
The non-recurring expenses in the review period were related to the changes in
the Group's corporate structure in Finland. The non-recurring expenses of the
fourth quarter of 2011 were the result of operational restructuring and moving
the head office from Pasila to Vuosaari. The non-recurring profit of the
corresponding period in the 2011 financial year resulted from a partial payment
of a receivable written down in the 2010 financial statements and of a sales
profit from divesting the Group's associated companies in the Baltic countries.
The depreciation of the Russian rouble during the review period decreased the
company's financial result by EUR 0.1 million. This exchange rate loss had no
cash flow impact.
The net sales and operating result of the Railway Logistics business unit
decreased in the final quarter of the year due to weaker demand caused by
increased uncertainty in the markets. Volumes declined particularly in export
transport from Finland to Russia. A slight weakening of demand in the domestic
markets of Russia and its neighbouring countries also increased price
competition.
The net sales and operating result of the Special Transports and Projects
business unit grew in the fourth quarter compared to the third quarter due to
the timing of project transports.
The Transit Logistics business unit continued to achieve positive development
in its result in the fourth quarter, particularly in the Baltic countries, but
seasonal variation at the end of the year caused these improvements to level
off somewhat. Volumes in Finnish operations were lower than expected in the
review period, although the volume of exports transported through Kotka began
to increase late in the period.
The fourth quarter result of the Forwarding and Value Added Services business
unit was weaker, particularly due to increased competition and weaker demand at
the Vuosaari logistics centre. Among the main customer groups of the terminal
at the Vuosaari logistics centre, forest industry volumes grew, but total
volume declined by approximately 5% compared to the third quarter of the year.
NET SALES BY UNIT 10-12/2012 10-12/2011 Change
-------------------------------------------------------------------
EUR 1,000
-------------------------------------------------------------------
Railway Logistics 10,346 10,804 -458
-------------------------------------------------------------------
Special Transports and Projects 2,519 1,666 853
-------------------------------------------------------------------
Transit Logistics 2,755 3,990 -1,235
-------------------------------------------------------------------
Forwarding and Value Added Services 2,797 3,062 -265
-------------------------------------------------------------------
Eliminations -13 -104 91
-------------------------------------------------------------------
Total 18,404 19,418 -1,014
-------------------------------------------------------------------
OPERATING RESULT BY UNIT 10-12/2012 10-12/2011 Change
-------------------------------------------------------------------
EUR 1,000
-------------------------------------------------------------------
Railway Logistics 1,456 1,215 241
-------------------------------------------------------------------
Special Transports and Projects 65 -295 360
-------------------------------------------------------------------
Transit Logistics 306 1,186 -880
-------------------------------------------------------------------
Forwarding and Value Added Services -1,143 -1,097 -46
-------------------------------------------------------------------
Total 684 1,009 -325
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OUTLOOK
Nurminen Logistics' key markets in Russia and its neighbouring countries are
expected to continue to grow in 2013, although the rate of growth may be slower
than in 2012, at least early in the year. Demand in the Finnish market is
expected to be slightly lower than in 2012 due to the slowing down of economic
growth.
Nurminen Logistics expects its net sales and operating result to be at the same
level as in 2012 and earnings per share to improve.
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% and return on equity of 20%.
SHORT-TERM RISKS AND UNCERTAINTIES
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 and Hamina harbours and therefore the variation in
volume development of these ports has an effect on the company's result.
Unpredictable changes to railway tariffs in different countries may have a
significant effect on the price competitiveness of rail transports and/or the
company. Price competition may also burden the company's profitability in the
future. Structural changes in the export industry and weaker than expected
development of foreign trade would have a negative impact on the development of
the company's net sales and profitability. The company has notable customer
agreements whose continuity may be significant, especially with respect to the
profitability of the company's business operations in the Baltic countries.
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 0.8 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 4 372 thousand. Cash flow from
investments was EUR -512 thousand. Cash flow from financing activities amounted
to EUR -1 474 thousand.
At the end of the review period, cash and cash equivalents amounted to EUR
4,901 thousand. Liquidity improved as a result of financing arrangements made
late in the year.
The Group's interest-bearing debt totalled EUR 29.1 million and net
interest-bearing debt amounted to EUR 24.2 million.
Financing negotiations related to the company's continuing business operations
are planned for the first half of 2013. The management expects the negotiations
to lead to a positive outcome.
The balance sheet total was EUR 69.8 million and the equity ratio was 42.7%.
CAPITAL EXPENDITURE
The Group's gross capital expenditure during the review period amounted to EUR
1,145 (905) thousand, accounting for 1.5% of net sales. Depreciation totalled
EUR 4.0 (4.2) million, or 5.1% of net sales.
GROUP STRUCTURE
On 12 October 2012, the company announced its plans to turn its operations in
Finland into independent companies and restructure its Baltic operations. In
the transformation, Nurminen Logistics Plc's Forwarding and Value Added
Services, Railway Logistics and Transit Logistics business units formed one
independent company and the Special Transports and Projects business unit was
transformed into another independent company. 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 be
transferred directly under the parent company in 2012. The Russian operations
will continue as a separate company.
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 2012.
PERSONNEL
At the end of the review period the Group's number of personnel stood at 341,
compared to 343 on 31 December 2011. The number of employees working abroad was
69.
The Railway Logistics unit had 126 employees, the Special Transports and
Projects unit had 26 employees, the Transit Logistics unit had 86 employees and
the Forwarding and Value Added Services unit had 78 employees. Management and
administrative personnel comprised 25 employees.
Personnel expenses in 2012 totalled EUR 15.9 million (2011: EUR 15.0 million).
CHANGES IN SENIOR MANAGEMENT
Senior Vice President Harri Vainikka, a member of Nurminen Logistics Plc's
Executive Board and Director of the Transit Logistics business unit, left the
company on 14 May 2012. His departure was announced in a stock exchange release
dated 12 April 2012. The change resulted in the size of Nurminen Logistics'
Executive Board decreasing from six members to five. As of 15 May 2012, the
Transit Logistics business units reports directly to President and CEO Topi
Saarenhovi, with Director Risto Holopainen responsible for Finnish operations
and Managing Director Alexander Kovalenko responsible for operations in the
Baltic countries.
On 16 May 2012, the company announced that Nurminen Logistics' CFO and member
of the Executive Board Antti Sallila has decided to leave his position to
pursue further career opportunities with another employer outside the logistics
industry.
On 20 June 2012 the company announced that Paula Kupiainen, M.Sc. (Econ), aged
51, has been appointed the new CFO of the company and member of the Executive
Board of Nurminen Logistics. She reports to Topi Saarenhovi, President and CEO.
Before joining Nurminen Logistics, Paula Kupiainen had been the Chief Financial
Officer of the Polttimo Group since 2007. Kupiainen joined Nurminen Logistics
on 15 October 2012.
The company also announced it will place a stronger focus on the significance
of developing the quality of its IT systems and operations in implementing its
strategy. In connection with this announcement, Vice President Risto Miettinen,
who is responsible for IT and quality, was appointed as a Member of the
Executive Board. Miettinen joined the Executive Board on 1 August 2012 with the
title of Senior Vice President. Miettinen has held various positions in
Nurminen Logistics since 1994. He has worked in his current position since
2011.
SHARE-BASED INCENTIVE PLAN
The Board of Directors of Nurminen Logistics Plc approved a new share-based
incentive plan for the Group's key personnel in March 2011. The aim of the plan
is to combine the objectives of the shareholders and the key personnel in order
to increase the value of the company, to commit the key personnel to the
company, and to offer them a competitive incentive plan based on ownership of
company shares.
The plan includes one earning period, the 2011-2012 calendar years. The Board
of Directors decides on the earnings criteria and related targets. The earnings
criteria of the 2011-2012 earning period are Nurminen Logistics Group's net
sales and operating profit.
The potential bonus for the earning period 2011-2012 will be paid partly in the
form of company shares and partly in cash in 2013. The proportion to be paid in
cash is intended to cover taxes and tax-related costs incurred by the key
personnel as a result of receiving the bonus. The shares received under the
plan may not be transferred during a one-year restriction period. If a key
person's employment in the company ends during the restriction period, he or
she must freely return to the company the shares received as a bonus.
Approximately 15 people, including the members of the Executive Board, are
included in the incentive plan.
The net bonuses to be paid on the basis of the plan are equal to a maximum
total of 300,000 Nurminen Logistics Plc shares.
The incentive plan was announced in a stock exchange release dated 7 March 2011.
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 12,904,728 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.
No dividend was paid for the 2011 financial year.
The trading volume of Nurminen Logistics Plc's shares between 1 January and 31
December 2012 was 259,727. This represented 2% of the total number of shares.
The value of the turnover was EUR 502,513. The lowest price for the period was
EUR 1.78 per share and the highest EUR 2.34 per share. The closing price for
the review period was EUR 1.88 per share and the market value of the entire
share capital EUR 24,260,888.64.
At the end of the 2012 financial year the company had 525 shareholders. At the
end of 2011 the number of shareholders stood at 507.
The company owns 13,830 of its own shares, which represent 0.107% of the votes
in the company.
Nurminen Logistics Plc 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.
Decisions made by the Annual General Meeting of Shareholders
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 23
April 2012 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 2011 - 31 December 2011 and released the Board of Directors and the
Managing Directors 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 2011 - 31 December
2011.
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of five (5) 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. 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 2013 will remuneration level be as follows:
annual remuneration of EUR 80,000 for the Chairman and EUR 15,000 for the other
members. Additionally a meeting fee of EUR 700 per meeting shall be paid for
each member of the Board. 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 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 2013.
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 number of shares granted to the company is no more than one tenth
of all shares of the company.
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 2013.
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 and costs will be paid in accordance with
their invoice.
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 2013.
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 number of shares granted to the company is no more than one tenth
of all shares of the company.
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 2013.
EXTRAORDINARY GENERAL MEETING
Nurminen Logistics Plc's Extraordinary General Meeting of Shareholders held on
5 October 2012 made the following decision:
Return on equity
In accordance with the proposal of the Board of Directors, the Extraordinary
General Meeting resolved that EUR 0.07 per share shall be distributed from the
other reserves of the unrestricted equity as repayment of equity on the basis
of the balance sheet adopted in respect of the financial year ending on 31
December 2011. The repayment of equity is paid to shareholders registered in
the company's shareholders' register maintained by Euroclear Finland Ltd on the
record date, 10 October 2012. The payment date is 25 October 2012.
OTHER EVENTS DURING THE REVIEW PERIOD
Nurminen Logistics publishes preliminary information of its January-March 2012
result and updates its outlook to be more positive
On 12 April 2012, Nurminen Logistics announced its decision to publish
preliminary information of its January-March 2012 result because the result in
the review period was higher than expected.
Nurminen Logistics' year started better than expected and the company improved
its net sales and operating profit. This was mostly due to the increased
profitability of railway logistics and more efficient operation of wagons. The
company's railway logistics sales in Russia and other CIS countries developed
better than planned. The company was also able to increase its net sales in
transit logistics from the Baltic countries and Finland to Russia.
Nurminen Logistics updates its outlook for 2012.
Outlook published on 24 February 2012:
The net sales of the company are expected to increase in 2012 compared to 2011.
The company's operating result is expected to be better than in 2011.
New outlook published on 12 April 2012:
The net sales of the company are expected to increase in 2012 compared to 2011.
The company's operating result is expected to be clearly better than in 2011.
Nurminen Logistics updates its outlook to be more positive
The company issued a stock exchange release on 25 September 2012 to announce
its decision to update its outlook for the year to be more positive. The year
exceeded expectations, particularly with regard to the company's result. The
company's performance has improved across all business areas.
Profitability has improved particularly in railway logistics due to the
positive development in Russian operations, greater efficiency in the operation
of wagons and strong development in the customer base. The company's transit
logistics business in the Baltic countries has also developed better than
expected.
Nurminen Logistics updates its outlook for 2012.
Outlook published on 12 April 2012:
The net sales of the company are expected to increase in 2012 compared to 2011.
The company's operating result is expected to be clearly better than in 2011.
New outlook published on 25 September 2012:
The net sales of the company are expected to increase in 2012 compared to 2011.
The company's operating result is expected to be significantly better than in
2011, with the estimated figure being EUR 5-6 million.
Nurminen Logistics to align its legal corporate structure with the structure of
its business operations
Nurminen Logistics Plc issued a stock exchange release on 12 October 2012
announcing its plans to turn its operations in Finland into independent
companies and restructure its Baltic operations. In this transformation,
Nurminen Logistics Plc's Forwarding and Value Added Services, Railway Logistics
and Transit Logistics business units will be formed into an independent company
and the Special Transports and Projects business unit will be transformed into
another independent company. These two new Finnish companies will start
operating under the new structure on 1 January 2013. The companies responsible
for the Estonian and Lithuanian operations will be transferred directly under
the parent company during 2012. The Russian operations will continue as a
separate company. After these changes, Nurminen Logistics Plc will be the
direct parent company of all companies.
This restructuring is purely administrative in nature; with it, the company
streamlines its legal structure and cost allocation to current business
operations. All business operations of the Finnish business units mentioned
above will be transferred to the new companies. Personnel will transfer to the
new companies with unchanged terms of employment.
Turning these business operations into independent companies has no effect on
Nurminen Logistics Plc's financial reporting. The reported segments will still
be Forwarding and Value Added Services, Special Transports and Projects,
Railway Logistics and Transit Logistics.
The Group management and supporting functions will remain in Nurminen Logistics
Plc and provide the Group companies with financial and administrative services.
EVENTS AFTER THE REVIEW PERIOD
Liquidity providing in the share of Nurminen Logistics Plc ends
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.
Nurminen Logistics starts co-determination negotiations for its Finnish
operations
Nurminen Logistics issued a stock exchange release on 31 January 2013
announcing that it is to commence co-determination negotiations pertaining to
all personnel in Finland. The Group is planning structural changes to improve
its competitiveness and boost the efficiency of its Finnish operations. The
reasons for the planned changes include structural changes in demand and flows
of goods in Finland and the insufficient profitability of the Group's Finnish
operations. The negotiations concern all of the company's personnel in Finland,
270 employees in total. The adjustment requirement is estimated to be no more
than 28 man-years. The aim of the changes is to achieve some EUR 800,000 in
annual cost savings at the Group level. The planned measures would involve a
one-time cost of no more than EUR 400,000, which would be recorded in the
second quarter of 2013.
The planned changes in production structure will not affect the company's
strategy of strengthening its position in domestic railway transport in Russia
and nearby countries as well as railway transport between Finland and Russia.
BOARD OF DIRECTORS' PROPOSAL FOR PROFIT DISTRIBUTION
Based on the financial statements as at 31 December 2012, the parent company's
distributable equity is 32,127,845.33 euros. The Board of Directors proposes to
the Annual General Meeting that EUR 0.08 per share be distributed to
shareholders from the other reserves of the unrestricted equity as repayment of
equity.
ANNUAL GENERAL MEETING 2013
The Annual General Meeting of Nurminen Logistics Plc will take place on Monday,
15 April 2013 starting at 10.00 a.m. at the address Pasilankatu 2, 00240
Helsinki, Finland.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement of Nurminen Logistics Plc will be published
on 20 March 2013 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: Topi Saarenhovi, President and CEO, tel.
+358 10 545 2431.
DISTRIBUTION
NASDAQ OMX Helsinki
Major media
www.nurminenlogistics.com
Nurminen Logistics provides high-quality logistics services, such as railway
transports, terminal services, forwarding, special and heavy transport and
value added services. The company has collected logistics know-how from three
centuries, starting in 1886. Nurminen Logistics' main market areas are Finland,
the Baltic Sea region, Russia and other Eastern European countries. The
company's share is listed on NASDAQ OMX Helsinki.
TABLES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1-12/2012 1-12/2011
----------------------------------------------------
EUR 1,000
NET SALES 78 396 76 630
Other operating income 721 1 037
Materials and services -33 801 -37 431
Employee benefit expenses -15 900 -14 994
Depreciation, amortisation and impairment losses -4 004 -4 185
Other operating expenses -19 991 -19 110
OPERATING RESULT 5 421 1 947
Financial income 478 146
Financial expenses -2 040 -2 931
Share of profit in equity-accounted investees 185 91
RESULT BEFORE TAX 4 044 -746
Income taxes -1 360 -784
PROFIT/LOSS FOR THE PERIOD 2 684 -1 530
Other comprehensive income:
Translation differences 867 -887
Other comprehensive income for the period after tax 867 -887
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 3 552 -2 417
Result attributable to
Equity holders of the parent company 682 -2 458
Non-controlling interest 2 002 928
Total comprehensive income attributable to
Equity holders of the parent company 1 550 -3 345
Non-controlling interest 2 002 928
EPS undiluted 0,05 -0,19
EPS diluted 0,05 -0,19
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 10-12/2012 10-12/2011 Change
-------------------------------------------------
EUR 1,000
NET SALES 18 404 19 418 -1 014
Other operating income 217 614 -397
Materials and services -7 725 -9 000 1 275
Employee benefit expenses -4 017 -4 089 73
Depreciation, amortisation and impairment losses -976 -1 010 34
Other operating expenses -5 219 -4 924 -296
OPERATING RESULT 684 1 009 -325
Financial income 25 -34 59
Financial expenses -624 -840 217
Share of profit in equity-accounted investees 57 -117 174
RESULT BEFORE TAX 142 18 124
Income taxes -294 -265 -28
PROFIT/LOSS FOR THE PERIOD -151 -247 96
Other comprehensive income:
Translation differences -158 10 -168
Other comprehensive income for the period after -158 10 -168
tax
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -309 -237 -72
Result attributable to
Equity holders of the parent company -339 -504 165
Non-controlling interest 188 257 -69
Total comprehensive income attributable to
Equity holders of the parent company -497 -494 -3
Non-controlling interest 188 257 -69
EPS undiluted -0,03 -0,04 0,01
EPS diluted -0,03 -0,04 0,01
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31.12.2012 31.12.2011
---------------------------------------------
EUR 1,000
ASSETS
Non-current assets
Property, plant, equipment 38 737 40 785
Goodwill 9 516 9 516
Other intangible assets 813 719
Investments in equity-accounted investees 389 309
Receivables 35 35
Deferred tax assets 1 068 954
NON-CURRENT ASSETS 50 558 52 318
Current assets
Trade and other receivables 14 157 14 509
Current tax receivables 156 37
Cash and cash equivalents 4 901 2 490
CURRENT ASSETS 19 214 17 036
ASSETS TOTAL 69 772 69 354
EQUITY AND LIABILITIES
Share capital 4 215 4 215
Other reserves 17 346 17 896
Retained earnings 5 799 4 673
Non-controlling interest 2 437 1 064
EQUITY, TOTAL 29 797 27 848
Non-current liabilities
Deferred tax liabilities 431 398
Other liabilities 656 635
Interest-bearing finance liabilities 17 571 19 044
NON-CURRENT LIABILITIES 18 658 20 077
Current liabilities
Current tax liabilities 283 2
Interest-bearing finance liabilities 11 536 9 997
Trade payable and other liabilities 9 497 11 430
CURRENT LIABILITIES 21 317 21 429
TOTAL LIABILITIES 39 975 41 506
TOTAL EQUITY AND LIABILITIES 69 772 69 354
CONDENSED CONSOLIDATED CASH FLOW STATEMENT 1-12/20 1-12/20
12 11
---------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
Profit/Loss for the period 2 684 -1 530
Gains and losses on disposals of property, plant and equipment -559 -32
and other non-current assets
Depreciation, amortisation and impairment losses 4 004 4 185
Unrealised foreign exchange gains and losses -322 234
Other adjustments 2 603 2 731
Paid and received interest -1 300 -1 505
Taxes paid -1 160 -995
Changes in working capital -1 578 1 781
Cash flow from operating activities 4 372 4 868
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment and 639 54
intangible assets
Investments in property, plant and equipment and intangible -1 151 -905
assets
Proceeds from sale of interests in associate 0 404
Cash flow from investing activities -512 -448
CASH FLOW FROM FINANCING ACTIVITIES
Investment by non-controlling interest 63 0
Acquistion of own shares -70 -47
Changes in liabilities 66 -3 569
Dividends paid / repayments of equity -1 532 -857
Cash flow from financing activities -1 474 -4 473
CHANGE IN CASH AND CASH EQUIVALENTS 2 411 -73
Cash and cash equivalents at beginning of period 2 490 2 563
Cash and cash equivalents at end of period 4 901 2 490
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
1-12/11 EUR 1,000
-------------------------------
Equity 1.1.2011 4215 86 2378 19178 -3352 7373 993 30872
Result for the period 0 0 0 0 0 -2458 928 -1530
Total comprehensive income for 0 0 0 0 -348 -540 0 -887
the period / translation
differences
Other changes 0 0 0 -47 0 297 0 250
Dividends / repayments of 0 0 0 0 0 0 -857 -857
equity
Equity 31.12.2011 4215 86 2378 19131 -3699 4673 1064 27848
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
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. Information on the management
remuneration is presented in the notes of the financial statements.
Related party transactions
---------------------------
EUR 1,000 1-12/2012
Sales 10
Purchases 30
Interest expenses 97
Current receivables 6
Current liabilities 1 271
KEY FIGURES
KEY FIGURES 1-12/2012 1-12/2011
-------------------------------------
Gross capital expenditure, EUR 1,000 1 145 905
Personnel 341 343
Operating margin % 6,9 % 2,5 %
Share price development
Share price at beginning of period 1,78 2,89
Share price at end of period 1,88 1,78
Highest for the period 2,34 3,00
Lowest for the period 1,78 1,51
Equity/share EUR 2,12 2,08
Earnings/share (EPS) EUR, undiluted 0,05 -0,19
Earnings/share (EPS) EUR, diluted 0,05 -0,19
Equity ratio % 42,71 40,15
OTHER LIABILITIES AND COMMITMENTS
Contingencies and commitments, 1000 eur 31.12.2012 31.12.2011
----------------------------------------
Mortgages given 11 000 7 000
Other contingent liabilities 14 580 11 458
Rent liabilities 79 174 83 766
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 2012. 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 2011 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 2012:
Amendments to IFRS 7 Financial Instruments: Disclosures: The amendments will
promote transparency in the reporting of transfer transactions and improve
users' understanding of the risk exposures relating to transfers of financial
instruments and the effect of those risks on an entity's financial position,
particularly those involving securitisation of financial assets.
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. The financial statement report's financials are audited.
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
________________________________________
Number of shares at the end of the financial year, adjusted for the share
issue
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