2012-02-24 08:00:00 CET
2012-02-24 08:00:10 CET
REGULATED INFORMATION
Nurminen Logistics Oyj - Financial Statement Release
NURMINEN LOGISTICS PLC’S FINANCIAL STATEMENT RELEASE 2011
- Net sales increased, profitability improved as expected
Nurminen Logistics Plc Financial Statement Release 24 February 2012
9.00 a.m.
REVIEW PERIOD IN BRIEF
Review period 1 January - 31 December 2011
- Net sales were EUR 76.6 million (2010: EUR 69.7 million).
- Reported operating result was EUR 1.9 million (EUR -0.6 million).
- Operating margin was 2.5% (-0.9%)
- Operating result excluding non-recurring items was EUR 1.1 million (EUR -1.2
million).
- EBT was EUR -0.7 million (EUR -1.1 million)
- Net result was EUR -1.5 million (EUR -2.0 million).
- Earnings per share, undiluted: -0.19 Euros (-0.22 Euros).
- Earnings per share, diluted: -0.19 Euros (-0.22 Euros).
Fourth quarter 1 October - 31 December 2011
- Net sales were EUR 19.4 million (EUR 18.6 million).
- Reported operating result was EUR 1.0 million (EUR -0.9 million)
- Operating margin was 5.2% (-4.6%).
- Operating result excluding non-recurring items was EUR 0.5 million (EUR -0.1
million).
- EBT was EUR 0.0 million (EUR -0.9 million)
- Net result was EUR -0.2 million (EUR -0.8 million).
- Earnings per share, undiluted: -0.04 Euros (-0.08 Euros).
- Earnings per share, diluted: -0.04 Euros (-0.08 Euros).
Outlook for 2012
The net sales of the company are expected to increase in 2012 compared to 2011.
The company's operating result excluding non-recurring items is expected to be
better than in 2011.
Board of Directors' proposal for profit distribution
The Board of Directors proposes to the Annual General Meeting that no dividend
shall be distributed for the financial year 2011.
MARKET SITUATION
Finnish foreign trade and Nurminen Logistics' most important market, export
from Finland to the CIS countries, developed favourably in 2011, even though
the increase in the Russian railway tariffs had a negative effect on the demand
for railway transport and resulted in a challenging competitive situation, as
some transports were transferred from rail to road. The salaried paper
employees' strike in Finland in the spring decreased demand for the company's
services in April and May, and transported volumes fell. In the second half of
the year, the export by rail to the CIS countries in particular began to pick
up, with a slight slowdown in the last months of the year. In Russia's domestic
railway market, demand remained active throughout the year. The company
increased its share in Russia's domestic rail transport.
In special and heavy transport the market did not develop as favourably as
expected, even though demand improved slightly from 2010. The situation
remained challenging throughout the year, and especially competition for large
project deliveries continued to be tight.
The harbour logistics market development was weaker than expected in 2011. As
from the end of the review period the company improved its business volume in
transit transports.
Among the company's main customer groups, demand improved in forest industry
year-on-year. Demand continued to be relatively good in mechanical engineering
industry, although the price competition was still tight, particularly in
project transports.
NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY - 31 DECEMBER 2011
The net sales for the financial period amounted to EUR 76.6 (2011: 69.7)
million. Compared to 2010 the increase of the net sales was 10.0%. Reported
operating result was EUR 1,947 (-618) thousand. The increase was 415%.
Operating result includes non-recurring items of EUR 850 (533) thousand.
Therefore, comparative operating result was EUR 1,097 thousand and increased
195% compared to 2010.
The non-recurring profit of the financial year 2010 was a result of the
company's decision to give up its purchase option and first refusal right to
the logistics centre in Vuosaari as published on 18 June 2009. The company has
a long-term lease agreement in Vuosaari. The non-recurring profit in the
review period was a result of a partial payment of a receivable written down in
the financial statements 2010 and of a sales profit from divesting the
associated companies in Baltic countries. The non-recurring expenses are based
on moving the head office and reorganizing the business structure of the
company. The non-recurring expenses of the financial year 2010 were a result of
the implementation of the personnel adjustments.
The growth of net sales was based on the recovery of demand especially in the
rail exports from Finland to the CIS countries. Also the demand of mechanical
engineering industry's clientele developed positively in all market segments.
In the company's harbour logistics services the development was varying. In
Kotka and Hamina the transit volumes to the CIS countries are still on a low
level although the situation improved towards the end of the review period. In
Vuosaari the volumes started to grow during the review period as a result of
new customer agreements.
Operating result improved towards the end of the review period. This was mainly
due to improved demand situation and the personnel savings agreed in the
co-determination negotiations carried out at the end of 2010. The losses of the
Vuosaari logistics centre decreased, but remained on a significant level. The
losses are due to the pre-economic crisis signed expensive lease agreement of
the logistics centre and the customer structure of the centre. The lease of the
Vuosaari logistics centre increased in the review period according to the lease
agreement by EUR 0.6 million compared to 2010. In the review period the
operating loss of the Vuosaari logistics centre was EUR 3.1 (3.4) million. In
the end of the review period the company launched a development program which
aims to improve the profitability of Vuosaari logistics centre. Due to the
intense price competition the result of the special and heavy transport
services did not develop as expected. The operating profit of the company's
operations in the Baltic countries weakened as expected by EUR 0.4 million
compared to the corresponding period of 2010. However, the operating result of
the operations in the Baltic countries improved towards the end of the review
period.
Towards the end of the review period the company managed to increase its share
of the growing domestic railway markets of Russia and other CIS countries. This
supported profitability improvement of company's railway logistics.
The personnel cost savings based on the results of the co-determination
negotiations held in 2010 were in the review period EUR 1.2 million, in line
with the target.
The depreciation of the Russian rouble during the review period decreased the
company's financial result by EUR 0.2 million. This exchange rate loss had no
cash flow impact.
NET SALES AND FINANCIAL PERFORMANCE 1 OCTOBER - 31 DECEMBER 2011
The 2011 fourth quarter net sales amounted to EUR 19.4 (2010: 18.6) million.
The net sales increased by 4.7% compared to the corresponding period last year.
Reported operating result was EUR 1,009 thousand (-851 thousand). Therefore
operating result increased 219%. The operating result includes non-recurring
items of EUR 487 thousand (2010: -769). Therefore the comparative operating
result increased 737% compared to the corresponding period in 2010.
The non-recurring expenses in the fourth quarter resulted from reorganizing the
operations and moving the head office in Helsinki from Pasila to Vuosaari. The
non-recurring income in the fourth quarter was a result of a partial payment of
a receivable written down in the financial statements 2010. The non-recurring
item in the corresponding period 2010 was a result of the company's decision to
give up its purchase option and first refusal right to the logistics centre in
Vuosaari as published on 18 June 2009. The company has a long-term lease
agreement in Vuosaari. The non-recurring expenses in the fourth quarter 2010
were a result of the implementation of the personnel adjustments.
Demand continued to be on a reasonable level in railway transportations,
terminal services and forwarding services supported by the paper and mechanical
engineering industry exports. In domestic railway transportations in Russia and
CIS countries the demand remained in a good level and the return loads were
growing significantly. The demand for special and project transports services
recovered slightly during the fourth quarter although the level of the demand
is still unsatisfying.
In harbours the transit volumes were growing in Hamina and Kotka due to the
slight growth in demand and new customer contracts. However, in Vuosaari
logistics centre the volume growth stabilized mainly due to decrease in paper
exports. In Vuosaari the profitability continued to be burdened by the intense
price competition and the high cost level.
The strengthening of the Russian rouble during the fourth quarter increased the
company's financial result by EUR 0.4 million. This exchange rate profit had no
cash flow impact.
The company has been reorganizing its operations starting on 4 October 2011. As
a part of these reorganization measures the operations were divided into four
accountable business units: Forwarding and Value Added Services, Railway
Logistics, Transit Logistics and Partnerships, and Special Transports and
Projects. In financial reporting of the Group in 2011 there was one operating
unit reported. As from the year 2012 Nurminen Logistics Plc shall report four
separate business units.
OUTLOOK
Nurminen Logistics is expecting its markets to develop favourably in 2012.
Demand is expected to remain on a good level, especially, in company's
strategically important growth market − domestic railway transports in Russia
and other CIS countries.
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.
The company's unchanged long-term goal is to increase its net sales annually by
approximately 20% on average, including acquisitions, and to reach an operating
profit level of over 7%. The general economic situation is assessed to delay
achieving of the growth objectives in the short term.
The company is actively following the structural changes in the logistics
market as well as acquisition opportunities.
SHORT-TERM RISKS AND UNCERTAINTIES
Increased uncertainty in the world economy might result in lower industrial
production volumes and as a consequence to cancellation of company's orders.
Especially unfavorable development of Russian and other CIS markets would have
a negative effect on company's net sales and result development.
Over-capacity of Finnish ports maintains tough price competition. The company
operates in Vuosaari, Kotka and Hamina harbours and therefore the volume
development of those harbours is relevant to the company. Volume development is
effected, among other things, by development of the transit trade that
decreased during the recession. Its outlook is unclear at the moment.
The railway tariff changes of different countries might affect the price
competitiveness of rail transports significantly. In addition, price
competition situation might burden the company's profitability also in the
future. Weaker than expected volume growth of foreign trade would burden the
development of the company's net sales and profitability.
FINANCIAL POSITION AND BALANCE SHEET
Company's cash flow from operations was EUR 4,868 thousand. Cash flow from
investments was EUR -448 thousand. Cash flow from financing activities amounted
to EUR -4,473 thousand.
At the end of the review period, cash and cash equivalents amounted to EUR
2,490 thousand. Liquidity decreased into satisfying level on fourth quarter of
the year but improved due to financing solutions made and remained good for the
end of the reporting period.
Group's interest bearing debt was EUR 29.0 million and correspondingly the net
interest bearing debt was EUR 26.6 million.
Balance sheet totaled EUR 69.4 million and equity ratio was 40.2%.
CAPITAL EXPENDITURE
The Group's gross capital expenditure for review period amounted to EUR 905
(849) thousand, accounting for 1.2% of net sales. Depreciation totaled EUR 4.2
(4.5) million, or 5.5% of net sales.
GROUP STRUCTURE
There were no changes in the Group structure in the financial year except that
the Nurminen Logistics Plc´s subsidiary Nurminen Maritime Latvia SIA divested
its minority holdings in CMA CGM Latvia SIA (23 %) and CMA CGM Estonia Oü (23
%) during the last quarter of the review period.
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 %), JN Ferrovia Oy (100 %),
OOO John Nurminen, St. Petersburg (100 %), OOO John Nurminen, Moscow (100 %),
Nurminen Maritime Latvia SIA (51 %), Pelkolan Terminaali Oy (20 %), ZAO Irtrans
(100 %), OOO Huolintakeskus (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 2011.
PERSONNEL
At the end of the review period the Group staff was 343 (344 on 31 December
2010). The number of personnel working abroad was 71.
Employee benefit expenses in 2011 totaled EUR 15.0 million (2010: EUR 15.4
million).
The company announced on 30 November 2011 that it plans to adjust its
operations due to uncertain market situation and temporary drop in company's
volume level. The company started co-determination negotiations concerning
approximately 170 people in the company's terminal and forwarding operations in
Finland. The co-determination negotiations were concluded on 19 December 2011.
As a result of the co-determination negotiations the company started temporary
lay-offs with maximum length of two weeks in its locations in Hamina, Kotka,
Luumäki, Niirala and Vainikkala. The temporary lay-offs are concerning
approximately 80 people. Furthermore, it was decided that the company can
implement additional temporary lay-offs with maximum length of 90 days also
later in 2012 in locations which were within the scope of the co-determination
negotiations and in which the work load has decreased. With this anticipatory
measure the company prepares for the possible weakening of its market
situation.
CHANGES IN THE TOP MANAGEMENT
The Board of Directors of Nurminen Logistics appointed on 6 April 2011 Mr Topi
Saarenhovi, M.Sc. (Tech.), the new President and CEO of the company. Saarenhovi
(born 1967) started in his new position on 1 May 2011. Mr Antti Sallila, who
was the Acting CEO of Nurminen Logistics Plc during 25 November 2010 - 30 April
2011 continued his duties as the CFO of the company. The changes in the top
management were published in stock exchange release on 6 April 2011.
The company announced on 4 October 2011 that it reorganizes its operations in
order to strengthen the support of implementation the company strategy. The
management of the business operations was sharpened and developed by dividing
the operations into business units. The reorganization also helps to clarify
the responsibilities in the management of the company. The reorganization did
not include any adjustment needs in personnel costs.
As a part of reorganization a new Executive Board was formed. Members of the
new Executive Board are President and CEO Topi Saarenhovi, Senior Vice
President Janne Lehtimäki (area of responsibility: Forwarding and Value Added
Services), Artur Poltavtsev (Railway Logistics), CFO Antti Sallila (Finance,
Mergers and Acquisitions), Senior Vice President Harri Vainikka (Transit
Logistics and Partnerships) and Senior Vice President Hannu Vuorinen (Special
Transports and Projects). The changes in the Executive Board were effective
immediately with the exception that Janne Lehtimäki started in his new position
on 1 November 2011. In connection with the changes Senior Vice President Jorma
Kervinen decided to leave Nurminen Logistics.
SHARE-BASED INCENTIVE PLAN FOR THE GROUP PERSONNEL
The Board of Directors of Nurminen Logistics Plc has approved in April 2008 a
share-based incentive plan for the Group key personnel. The plan was described
in stock exchange release published on 17 April 2008.
The Board of Directors of Nurminen Logistics Plc decided on 20 June 2011 on a
directed share issue without consideration by authorisation of the company's
Annual General Meeting of Shareholders held on 6 April 2011. In the share
issue, a total of 26,250 new shares in Nurminen Logistics were issued to the
key personnel entitled to rewards on the basis of earning period 2010 of the
Nurminen Logistics Group key personnel Share-Based Incentive Plan 2008-2010.
The new shares have been entered into the Trade Register on 13 July 2011. The
shareholder rights commenced after the new shares were entered into the Trade
Register.
After the Trade Register entry of the new shares, the number of the company's
all shares is 12,904,728 shares. The shares entered into the Trade Register
were applied for public trading on NASDAQ OMX Helsinki Ltd on 14 July 2011.
The information was published in stock exchange releases on 6 June 2011 and 13
July 2011.
The Board of Directors of Nurminen Logistics Plc approved in March 2011 a new
share-based incentive plan for the Group key personnel. 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 competitive reward plan based on holding the company shares.
The plan includes one earning period, calendar years 2011-2012. The Board of
Directors decides on the earnings criteria and their targets. The earnings
criteria of the earning period 2011-2012 are the Nurminen Logistics Group´s net
sales and operating profit.
The potential reward from the earning period 2011-2012 will be paid partly in
the company's shares and partly in cash in 2013. The proportion to be paid in
cash is intended to cover taxes and tax-related costs arising from the reward
to the key personnel. The shares cannot be transferred during a one-year
restriction period. If a key person's employment or service ends during the
restriction period, he or she must gratuitously return the shares given as
reward to the company. Approximately 15 people, members of the Executive Board
included, belong to the target group of the plan.
The net rewards to be paid on the basis of the plan equal to a maximum total of
300,000 Nurminen Logistics Plc shares.
The information was published in stock exchange release on 7 March 2011.
ENVIRONMENTAL FACTORS
Nurminen Logistics seeks environmentally friendly and efficient transport
solutions as part of the development of its services. All the services provided
by the company in Finland have 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 with the current company name since 1 January 2008. The total
number of Nurminen Logistics Plc's registered shares is 12,904,728 and
registered share capital is EUR 4,214,521. The company has one share class and
all the shares carry equal rights in the company. The company name was until 31
December 2007 Kasola Plc. The company was listed on Helsinki Stock Exchange in
1987.
No dividend was paid for the financial year 2010.
The trading volume of Nurminen Logistics Plc's shares was 622,928 in 1 January
- 31 December 2011. This represented 4.83% of the total number of shares. The
value of the turnover was EUR 1,392,295. The lowest price for the period was
EUR 1.51 per share and the highest EUR 3.00 per share. The closing price for
the period was EUR 1.78 per share and the market value of the entire share
capital EUR 22,970,416.
At the end of the financial year 2011 Nurminen Logistics Plc had 507
shareholders. At the end of the year 2010 the company had 422 shareholders.
The company owns 705 of its own shares, which represent 0.005% of the votes in
the company.
Nurminen Logistics Plc has a liquidity providing (LP) agreement with Evli Bank
Plc. In accordance with the agreement, Evli Bank Plc undertakes to submit bids
and offers for Nurminen Logistics Plc's share so that the maximum spread of the
bid and offer prices is 4% calculated from the bid. The bids and offers
submitted by the liquidity provider must be for a number of shares worth at
least 4,000 Euros. Evli Bank Plc undertakes to submit bids and offers for
Nurminen Logistics Plc's share in the trading system of NASDAQ OMX Helsinki Oy
on the stock exchange list on each trading day for at least 85% of the time of
Continuous Trading I period and also in the auction procedures applied to
Nurminen Logistics Plc's share during a trading day.
FLAGGING NOTICES
Nurminen Logistics Plc has received the following disclosure notifications of
changes in portions of holdings on 9 November 2011, pursuant to the Securities
Markets Act.
JN Uljas Oy Oy has announced to Nurminen Logistics Plc that JN Uljas Oy has
sold 181,818 shares (1.41% of the share capital and votes) in Nurminen
Logistics to Etl Invest Oy on 4 October 2011. Due to the above mentioned
transaction JN Uljas Oy's portion of Nurminen Logistics Plc's total number of
shares and voting rights has fallen below 20 per cent (1/5). JN Uljas Oy's
share capital now comprises 2,490,255 Nurminen Logistics Plc's shares which are
equivalent to 19.3% of Nurminen Logistics Plc's share capital and voting
rights. Before the transaction JN Uljas Oy's share capital comprised 2,672,073
shares (20.71% shares and votes).
JN Uljas Oy (business ID 0717307-8) is a company controlled by member of
Nurminen Logistics Plc's Board of Directors Juha Nurminen. In addition Juha
Nurminen controls directly or indirectly Nurminen Logistics Plc's shares and
votes as follows:
Juha Nurminen owns directly 5,501,086 shares (42.63% of the share capital and
votes) and through the right of possession concerning Satu Lassila's, Jukka
Nurminen's and Mikko Nurminen's 2,014,640 shares (15.61% of the share capital
and votes).
Etl Invest Oy (business ID 2422699-5) is a company controlled by Nurminen
Logistics Plc's Chairman of the Board of Directors Olli Pohjanvirta. In
addition Olli Pohjanvirta controls directly or indirectly Nurminen Logistics
Plc's shares and votes as follows:
Olli Pohjanvirta owns directly 117,232 shares (0.91% of the share capital and
votes) and through Etl Holding Oy, which is a company controlled by him,
144,400 shares (1.12 of the share capital and votes).
Nurminen Logistics Plc's share capital comprises 12,904,728 shares and votes.
DECISIONS OF THE GENERAL ANNUAL MEETING
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 6 April
2011 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 2010 - 31 December 2010 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 2010 - 31 December
2010.
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: Olli Pohjanvirta, Juha Nurminen, Jukka Nurminen, Eero Hautaniemi and
Tero Kivisaari. Jan Lönnblad 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 Eero Hautaniemi and Jukka
Nurminen.
The Annual General Meeting of Shareholders resolved that the remuneration level
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 2012 will remain unchanged
and will be paid as follows: annual remuneration of EUR 27,000 for the
Chairman, EUR 18,000 for the Vice Chairman and EUR 13,500 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 30,000 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 2012.
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 2012.
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
Company's board has on 14 May 2008 determined company's dividend policy,
according to which Nurminen Logistics Plc aims to, in case company's financial
policy so allows, annually distribute as dividends approximately one third of
its net profit.
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 30,000 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 2012.
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 2012.
OTHER EVENTS DURING THE REVIEW PERIOD
A plan to expand its fleet of railway wagons significantly
Nurminen Logistics has announced 29 August 2011 that it plans in accordance
with its strategy to expand its railway wagon fleet, which currently consists
of 1,000 wagons, by approximately 700-800 wagons. The company has applied for
financing for the expansion of the fleet from EBRD (European Bank for
Reconstruction and Development) and the negotiations concerning the loan are
going on on an advanced level. According to tentative plan the EUR 57 million
project would be financed mainly with a loan granted to the company by EBRD.
This loan would amount to EUR 45 million, with a tenor of up to eight years.
The implementation of the project is subject to, among other things, final
credit decision, agreement on terms and documentation of the loan as well as
materialization of the additional financing of the project. It is difficult to
estimate when the implementation of the project will be confirmed, but the
company's goal is to start the intended wagon investment during 2012.
The new wagons would be acquired by Nurminen Logistics' fully-owned Russian
subsidiary OOO Huolintakeskus, which also owns the current wagons of the
company. The target of the intended investment is to strengthen Nurminen
Logistics' position in the railway transportation between Finland and the CIS
countries, in the railway transportation inside the CIS countries and to
increase company's competitiveness by larger and more modern fleet. If the
intended investment materializes as intended it is estimated to increase
company's profitability significantly and to grow the net sales approximately
by EUR 20 million.
The plan was published in stock exchange release on 29 August 2011.
Closing of terminal in Hakkila
In order to adjust terminal capacity and cost structure the company has decided
to close its terminal in Hakkila by giving notice to terminate the lease
agreement and moving its operations to Vuosaari logistics centre. By this
closure the company targets EUR 0.3 million annual profit increase as from
2012.
EVENTS AFTER THE REVIEW PERIOD
There are no important events after the review period.
BOARD OF DIRECTORS' PROPOSAL FOR PROFIT DISTRIBUTION
Based to the Financial Statements as at 31 December 2011, the parent company's
distributable equity is 6,953,898.26 Euros. The Board of Directors proposes to
the Annual General Meeting that no dividend shall be distributed for the
financial year 2011.
ANNUAL GENERAL MEETING 2012
The Annual General Meeting of Nurminen Logistics Plc will take place on Monday,
23 April 2012 starting at 10.00 a.m. in address Pasilankatu 2, 00240 Helsinki,
Finland.
THE CORPORATE GOVERNANCE STATEMENT
The Corporate Governance statement issued by Nurminen Logistics Plc will be
published on 21 March 2012 on the company's website 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 and special and heavy transports. 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 1-12/2011 1-12/2010
----------------------------------------------------
EUR 1,000
NET SALES 76 630 69 682
Other operating income 1 037 1 492
Materials and services -37 431 -33 229
Employee benefit expenses -14 994 -15 433
Depreciation, amortisation and impairment losses -4 185 -4 466
Other operating expenses -19 110 -18 664
OPERATING RESULT 1 947 -618
Financial income 146 1 865
Financial expenses -2 931 -2 679
Share of profit in equity-accounted investees 91 359
RESULT BEFORE TAX -746 -1 072
Income taxes -784 -957
PROFIT/LOSS FOR THE PERIOD -1 530 -2 029
Other comprehensive income:
Translation differences -887 788
Other comprehensive income for the period after tax -887 788
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -2 417 -1 241
Result attributable to
Equity holders of the parent company -2 458 -2 884
Non-controlling interest 928 855
Total comprehensive income attributable to
Equity holders of the parent company -3 345 -2 096
Non-controlling interest 928 855
EPS undiluted -0,19 -0,22
EPS diluted -0,19 -0,22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 10-12/2011 10-12/2010 Change
-------------------------------------------------
EUR 1,000
NET SALES 19 418 18 556 862
Other operating income 614 191 423
Materials and services -9 000 -9 003 3
Employee benefit expenses -4 089 -4 155 65
Depreciation, amortisation and impairment losses -1 010 -1 038 27
Other operating expenses -4 924 -5 403 479
OPERATING RESULT 1 009 -851 1 860
Financial income -34 444 -478
Financial expenses -840 -602 -239
Share of profit in equity-accounted investees -117 70 -187
RESULT BEFORE TAX 18 -939 957
Income taxes -265 93 -358
PROFIT/LOSS FOR THE PERIOD -247 -845 598
Other comprehensive income:
Translation differences 10 247 -237
Other comprehensive income for the period after 10 247 -237
tax
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -237 -598 361
Result attributable to
Equity holders of the parent company -504 -1 043 539
Non-controlling interest 257 198 59
Total comprehensive income attributable to
Equity holders of the parent company -494 -796 302
Non-controlling interest 257 198 59
EPS undiluted -0,04 -0,08 0,04
EPS diluted -0,04 -0,08 0,04
CONSOLIDATED BALANCE SHEET 31.12.2011 31.12.2010
------------------------------------------
EUR 1,000
ASSETS
Non-current assets
Property, plant, equipment 40 785 44 617
Goodwill 9 516 9 516
Other intangible assets 719 818
Investments in equity-accounted investees 309 651
Receivables 35 714
Deferred tax assets 954 760
NON-CURRENT ASSETS 52 318 57 075
Current assets
Trade and other receivables 14 546 14 507
Cash and cash equivalents 2 490 2 563
CURRENT ASSETS 17 036 17 070
ASSETS TOTAL 69 354 74 145
EQUITY AND LIABILITIES
Share capital 4 215 4 215
Other reserves 17 896 18 291
Retained earnings 4 673 7 373
Non-controlling interest 1 064 993
EQUITY, TOTAL 27 848 30 872
Non-current liabilities
Deferred tax liabilities 398 414
Non-interest-bearing liabilities 635 733
Interest-bearing liabilities 19 044 23 317
NON-CURRENT LIABILITIES 20 077 24 464
Current liabilities
Interest-bearing liabilities 9 997 9 227
Trade payable and other liabilities 11 432 9 582
CURRENT LIABILITIES 21 429 18 809
TOTAL LIABILITIES 41 506 43 273
TOTAL EQUITY AND LIABILITIES 69 354 74 145
CONDENSED CONSOLIDATED CASH FLOW STATEMENT 1-12/20 1-12/20
11 10
---------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
Profit/Loss for the period -1 530 -2 029
Gains and losses on disposals of property, plant and equipment -32 18
and other non-current assets
Depreciation, amortisation and impairment losses 4 185 4 466
Unrealised foreign exchange gains and losses 234 -1 069
Other adjustments 2 731 2 259
Paid and received interest -1 505 -1 809
Taxes paid -995 -682
Changes in working capital 1 781 1 734
Cash flow from operating activities 4 868 2 888
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of other investments 0 4
Proceeds from sale of property, plant and equipment and 54 80
intangible assets
Investments in property, plant and equipment and intangible -905 -849
assets
Proceeds from sale of interests in associate 404 0
Cash flow from investing activities -448 -765
CASH FLOW FROM FINANCING ACTIVITIES
Acquistion of own shares -47 -56
Changes in liabilities -3 569 -860
Dividends paid -857 -923
Cash flow from financing activities -4 473 -1 839
CHANGE IN CASH AND CASH EQUIVALENTS -73 325
Cash and cash equivalents at beginning of period 2 563 2 238
Cash and cash equivalents at end of period 2 490 2 563
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
1-12/10 EUR 1,000
-------------------------------
Equity 1.1.2010 4215 89 2374 19238 -4140 9737 1072 32585
Other changes 0 -3 4 -60 0 511 -2 451
Result for the period 0 0 0 0 0 -2884 855 -2029
Total comprehensive income for 0 0 0 0 788 0 0 788
the period / translation
differences
Dividends 0 0 0 0 0 9 -932 -923
Equity 31.12.2010 4215 86 2378 19178 -3352 7373 993 30872
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
Other changes 0 0 0 -47 0 297 0 250
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
Dividends 0 0 0 0 0 0 -857 -857
Equity 31.12.2011 4215 86 2378 19131 -3699 4673 1064 27848
SEGMENT INFORMATION
The figures of the operating segment are equal to the Group's figures.
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 1-12/2011
Sales 21
Other operating income 0
Purchases 265
Interest expenses 104
Trade and other receivables 5
Trade payables and other liabilities 2 656
Non-current liabilities 0
KEY FIGURES
KEY FIGURES 1-12/2011 1-12/2010
-------------------------------------
Gross capital expenditure, EUR 1,000 905 849
Personnel 343 344
Operating margin % 2,5 % -0,9 %
Share price development
Share price at beginning of period 2,89 3,35
Share price at end of period 1,78 2,89
Highest for the period 3,00 3,73
Lowest for the period 1,51 2,81
Equity/share EUR 2,07 2,32
Earnings/share (EPS) EUR, undiluted -0,19 -0,22
Earnings/share (EPS) EUR, diluted -0,19 -0,22
Equity ratio % 40,15 41,64
OTHER LIABILITIES AND COMMITMENTS
Contingencies and commitments, 1000 eur 31.12.2011 31.12.2010
----------------------------------------
Mortgages given 4 000 3 000
Other contingent liabilities 11 458 10 780
Rent liabilities 83 766 85 080
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 2011. The interim financial
information 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 2010 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 e.g. the following revised and amended standards as of 1
January 2011:
Amendment to IAS 32 Financial Instruments: Presentation - Classification of
rights issues. The amendment relates to accounting (classification) for share,
option or rights issues denominated in a foreign currency.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments. The
interpretation clarifies accounting treatment in cases where a company
renegotiates a financial liability, and as a result issues equity instruments
to the creditor to extinguish all or part of the financial liability.
Revised IAS 24 Related Party Disclosures. The definition of a related party is
clarified and certain disclosure requirements for government related entities
are changed.
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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