Nurminen Logistics Plc Interim report 5 November
2010 9.00 a.m.
NURMINEN LOGISTICS PLC'S INTERIM REPORT 1 JANUARY - 30 SEPTEMBER 2010
- Net sales grew, operative EBIT positive in the third quarter
REVIEW PERIOD IN BRIEF
Review period 1 January - 30 September 2010
- Net sales were EUR 51.1 million (2009: EUR 46.3 million).
- Reported operating profit was EUR 0.2 million (EUR 1.9 million).
- Operating
margin was 0.5% (4.1%).
- Operating result excluding non-recurring items was EUR -1.1 million (EUR 0.3
million).
- EBT was EUR -0.1 million (EUR -0.9 million).
- Net profit was EUR -1.2 million (EUR -1.2 million).
- Earnings per share: -0.14 euros (-0.14 euros).
Third quarter 2010
- Net sales were EUR 18.7 million (EUR 15.7 million).
- Reported operating result was EUR 0.8 million (EUR 1.1 million).
- Operating margin was 4.4% (7.3%).
- Operating result excluding non-recurring items was EUR 0.4 million (EUR 0.7
million).
- EBT was EUR -0.2 million (EUR 0.4 million)
- Net profit was EUR -0.5 million (EUR 0.2 million).
- Earnings per share: -0.06 (-0.00) euros.
Outlook for 2010
The company's outlook for 2010 remains unchanged. Nurminen Logistics Plc expects
the company's net sales to increase in 2010 compared to 2009, but the operating
result excluding non-recurring items is expected to be negative.
BUSINESS ENVIRONMENT 1 JANUARY - 30 SEPTEMBER 2010
The market situation became somewhat easier as the world economy slowly
recovered. The foreign trade volumes increased compared to the year before, but
are still clearly below the pre-crisis levels. Therefore, price competition has
been intense. The recovery of the Russian economic outlook improved the
company's demand situation in the Russian trade. Also the volumes of mechanical
engineering industry have started to recover. The Finnish stevedores' strike in
March caused certain volume transfer to Russian harbours and the cargo flows
transported to Russia through Finland have not returned to the pre-strike level.
Demand and volumes in the Nurminen Cargo segment recovered compared to the year
before, alongside the market. Volume situation improved during the third quarter
as expected.
Demand in the Nurminen Heavy segment varies with the rhythm of mechanical
engineering industry and infrastructure projects. Demand situation improved
towards the end of the review period.
TURNOVER AND FINANCIAL PERFORMANCE 1 JANUARY- 30 SEPTEMBER 2010
The net sales for the review period amounted to EUR 51.1 (2009: 46.3) million.
Compared to the corresponding period last year the increase of the net sales was
10.5%. Reported operating result was EUR 233 (1,893) thousand. The decrease was
87.7%. Operating profit includes non-recurring profits of EUR 1,301 (1,590)
thousand. Therefore, comparative operating profit was EUR -1,068 thousand and
decreased 452.5% compared to the corresponding period last year. The decline of
the operating profit is mainly due to the logistics centre in Vuosaari. The
lease of the Vuosaari logistics centre has increased in accordance with the
lease
agreement, which has increased the lease costs by EUR 0.7 million compared to
the corresponding period in 2009. In the review period the operating loss of the
Vuosaari logistics centre was EUR 2.4 million. In 2009 the company executed
temporary lay-offs that decreased the personnel costs of the period of
comparison by EUR 0.8 million.
Non-recurring profit of the review period 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. As compensation the company received a payment of EUR
3,500 thousand, of which EUR 2,024 thousand was recorded as other revenues
during 2009. EUR 1,301 thousand has been recorded for the review period and the
remaining EUR 175 thousand will be recorded monthly during the period from
October 2010 to November 2010. The original term of the purchase option was 19
November 2008 - 18 November 2010.
The appreciation of the Russian rouble during the review period increased the
company's financial result by EUR 0.5 million.
Nurminen Cargo segment's net sales for the review period amounted to EUR 44.5
(40.3) million. Net sales increased mainly due to increased Finnish export
volumes to Russia and other CIS countries especially during the end of the
review period. Operating result was EUR -975 (94) thousand. The intensified
price competition burdened Nurminen Cargo's profitability during the review
period. Operating result was also weakened by the low utilization rate and the
increase of the lease costs in the logistics centre in Vuosaari. On the other
hand, operating result was positively affected by the strong result of the
company's Latvian operations.
Nurminen Heavy's net sales increased as the demand of the mechanical engineering
industry recovered towards the end of the review period. Segment's net sales
amounted to EUR 6.6 (6.0) million. Operating result decreased to EUR -111 (209)
thousand. Operating result decreased in the beginning of the review period due
to drop in business volume and increased price competition. However,
profitability increased towards the end of the review period as demand situation
recovered.
NET SALES AND FINANCIAL PERFORMANCE OF THE THIRD QUARTER
The 2010 third quarter net sales amounted to EUR 18.7 (2009: 15.7) million.
Compared to the corresponding period last year the increase of the net sales was
19.5%. Reported operating result was EUR 816 (1,149) thousand. The operating
result decreased by 29.0%. Operating result includes non-recurring profits EUR
434 (2009: 433) thousand. Therefore comparative operating result decreased 46.6%
compared to the corresponding period last year.
Nurminen Cargo segment's demand situation in the Finnish export to CIS countries
improved clearly. On the contrary, the demand situation in the harbour logistics
remained weak. Nurminen Heavy segment's demand situation improved during the
third quarter due to the growth of the deliveries of the mechanical engineering
industry.
Profitability continued to be burdened by relatively weak volume situation,
increased price competition and the low utilization rate in the Vuosaari
logistics centre. Also the lease cost of the Vuosaari logistics centre was
increased in accordance with the lease agreement. In addition, profitability was
burdened by personnel costs that were higher than in the year before. During
2009 the personnel costs were lowered by temporary layoffs.
The depreciation of the Russian rouble during the review period decreased the
company's financial result by EUR 1.1 million.
OTHER EVENTS DURING THE REVIEW PERIOD
The announcement concerning the purchase commitment published in 2007
On 2 July 2010 the company released the following announcement:
John Nurminen Oy has undertaken a purchase commitment relating to the tender
offer for Kasola Oyj's (now Nurminen Logistics Plc) class A shares published on
10 December 2007. The purchase commitment applies to certain shareholders of
Nurminen Logistics and 1,193,140 shares in total owned by them.
As per the information that Nurminen Logistics has received from John Nurminen
Oy the terms of the purchase commitment have been fulfilled and the contractual
obligation concerning the purchase commitment has been passed on to JN Uljas Oy
with the approval of the principal shareholders defined in the contract. The
shareholders whom the purchase commitment concerns will receive instructions by
letter from John Nurminen Oy and JN Uljas Oy. The shareholders in question must
act during July if they want to sell their shares according to the purchase
commitment. According to the two companies the sale and purchase of the shares
is implemented as a stock exchange transaction as soon as possible after 30 July
2010.
Organization and cost structure adjustments
The company announced on 27 August 2010 that it will adjust its organization and
cost structure to match the market situation.
Nurminen Cargo and Nurminen Heavy business units are merged and their Executive
Boards are dissolved.
EVENTS AFTER THE REVIEW PERIOD
The company announced on 21 October 2010 that it has concluded the
co-determination negotiations that were initiated on 6 September 2010. The
negotiations concerned the whole company. The goal of the negotiations was to
adjust the company's organization and cost structure to match the market
situation.
The effects on personnel agreed in the negotiations concern 26 persons, of which
12 will be made redundant. The Group staff was 350 on 30 September 2010.
As a result of the adjustment measures the company expects EUR 1.2 million of
savings to be realized during 2011. As from year 2012 the savings are expected
to be EUR 1.5 million annually. It is expected that the savings measures will
cause a total of EUR 0.2 million non-recurring costs to be incurred during 2010
and 2011.
As a part of the adjustment measures the company's office in Malmö, Sweden will
be closed down.
SHORT-TERM RISKS AND UNCERTAINTIES
There are signs of a slight growth in the world economy. Also the export to CIS
countries which is significant to the company shows first signs of recovery.
However, there is uncertainty in the development and the growth of the foreign
trade volumes that are important to the company. Large variations in the volumes
of different product categories are still possible. If the growth turns out to
be temporary, there is a risk that intense price competition situation will
burden the profitability also in the future.
OUTLOOK
The company's outlook for 2010 remains unchanged. Nurminen Logistics Plc expects
the company's net sales to increase in 2010 compared to 2009, but the operating
result excluding non-recurring items is expected to be negative.
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.
FINANCIAL POSITION AND BALANCE SHEET
Company's cash flow from operations was EUR 344 thousand. Cash flow from
investments was EUR -340 thousand. Cash flow from financing activities amounted
to EUR 225 thousand.
At the end of the review period, cash and cash equivalents amounted to EUR 2,467
thousand. Liquidity was good throughout the review period.
Group's interest bearing debt was EUR 33.9 million and correspondingly the net
interest bearing debt was EUR 31.5 million.
Balance sheet totaled EUR 77.1 million and equity ratio was 40.5%.
CAPITAL EXPENDITURE
The group's gross capital expenditure for review period amounted to EUR 418
(2,800) thousand, accounting for 0.8% of net sales. Depreciation totaled EUR 3.4
(3.5) million, or 6.7% of net sales.
GROUP STRUCTURE
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 %), CMA CGM Latvia SIA (23 %), CMA CGM
Estonia Oü (23 %), Team Lines Latvia SIA (23 %) and Team Lines Estonia Oü (20,3
%).
PERSONNEL
At the end of the review period the Group staff was 350 (346 on 31 December
2009). The number of personnel working abroad was 71. Nurminen Cargo had 299
employees and Nurminen Heavy 26. Management and administrative staff numbered to
25.
CHANGES IN THE TOP MANAGEMENT
The company's Executive Board has been changed as of 1 September 2010. The new
members of the Executive Board are Senior Vice President Jorma Kervinen (area of
responsibility: Rail, Forwarding and Terminals) and Senior Vice President Hannu
Vuorinen (Special Transports and Projects). The other members of the Executive
Board are President and CEO Lasse Paitsola (the Chairman of the Executive Board)
and CFO Antti Sallila (Finance and Accounting) and Senior Vice President Harri
Vainikka (Sales and Partnerships). Group Controller Ville Kujansuu acts as the
secretary of the Executive Board. The changes in the top management were
published in a stock exchange release on 27 August 2010.
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.
SHARES AND SHAREHOLDERS
The trading volume of Nurminen Logistics Plc's shares was 1,992,071 in 1 January
- 30 September 2010. This represented 15.47% of the total number of shares. The
value of the turnover was EUR 10,672,244. The lowest price for the period was
EUR 2.93 per share and the highest EUR 3.73 per share. The closing price for the
period was EUR 3.15 per share and the market value of the entire share capital
EUR 40,567,206.
At the end of the review period Nurminen Logistics Plc had 418 shareholders.
The company owns 705 of its own shares, which represent 0.005% of the votes in
the company.
DECISIONS OF THE ANNUAL GENERAL MEETING
Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 14 April
2010 made the following decisions:
Adoption of the financial statement 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 2009 - 31 December 2009 and released the Board of Directors and the
Managing Director 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 2009 - 31 December 2009.
Composition and remuneration of the Board of Directors
The Annual General Meeting of Shareholders resolved that the Board of Directors
shall consist of seven (7) ordinary members. The Annual General Meeting of
Shareholders re-elected the following ordinary members to the Board of
Directors: Olli Pohjanvirta, Juha Nurminen, Rolf Saxberg, Jukka Nurminen and
Eero Hautaniemi. Tero Kivisaari and Antti Pankakoski were elected as new members
of the Board of Directors. In its organising meeting immediately following the
Annual General Meeting of Shareholders, the Board of Directors elected Juha
Nurminen as the Chairman of the Board and Rolf Saxberg as the Vice Chairman of
the Board. The Board of Directors also appointed an Audit Committee. The members
of the Audit Committee are Eero Hautaniemi, Jukka Nurminen and Olli Pohjanvirta.
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 2011 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.
Amendment of Articles of Association
The Annual General Meeting of Shareholders decided in accordance with the
proposal made by the Board of Directors that Article 9 of the Articles of
Association regarding the Notice of General Meeting of Shareholders is amended
so that the notice shall be given no later than three (3) weeks prior to the
date of the General Meeting of Shareholders but at least nine (9) days prior to
the record date of the General Meeting of Shareholders. In addition, section 9
was amended in accordance with the proposal made by the Board of Directors so
that notice to the General Meeting may alternatively be delivered by publishing
the notice on the company's website.
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 20,000 of the company's shares. The shares 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 2011.
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 2011.
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 has authorised the Board to decide on the repurchasing a
maximum of 20,000 of the company's shares. The shares 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 2011.
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 has 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 2011.
FLAGGINGS
On 5 July 2010 Nurminen Logistics Plc received the following disclosure
notification, pursuant to the Securities Markets Act, of a potential change in a
portion of holdings:
John Nurminen Oy has undertaken a purchase commitment relating to the public
tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain
shareholders of Nurminen Logistics Plc and was to be implemented during the
summer 2010. John Nurminen Oy has passed the contractual obligation concerning
the purchase commitment on to JN Uljas Oy. The purchase commitment applies to
1,193,140 shares in total. If all the shareholders whom the purchase commitment
concerns will sell their shares JN Uljas Oy's portion of Nurminen Logistics
Plc's total number of shares and voting rights will exceed 10 and 15 per cent
(1/10 and 3/20).
JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen
Logistics Plc's shares and votes. If the purchase commitment between JN Uljas Oy
and the certain shareholders of Nurminen Logistics Plc is implemented can JN
Uljas Oy's share of Nurminen Logistics Plc rise to 2,230,752 shares which is
equivalent to 17.32% of Nurminen Logistics Plc's share capital and voting
rights. The purchase commitment is valid between 1 July 2010 and 30 July 2010.
JN Uljas Oy (business ID 0717307-8) is a company controlled by Juha Nurminen. In
addition Juha Nurminen controls directly or indirectly Nurminen Logistics Plc's
shares and votes as follows:
Juha Nurminen owns directly 5,483,715 shares (42.58% of the share capital and
votes), through John Nurminen Oy (business ID 2139209-0) 657,903 shares (5.11%
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 (15.64%
of the share capital and votes).
Nurminen Logistics Plc's share capital comprises 12,878,478 shares and votes.
On 9 July 2010 Nurminen Logistics Plc received the following disclosure
notification, pursuant to the Securities Markets Act, of a potential change in a
portion of holdings:
John Nurminen Oy has undertaken a purchase commitment relating to the public
tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain
shareholders of Nurminen Logistics Plc and was to be implemented during the
summer 2010. John Nurminen Oy has passed the contractual obligation concerning
the purchase commitment on to JN Uljas Oy. The purchase commitment applies to
1,193,140 shares in total and is valid between 1 July 2010 and 30 July 2010. By
9 July 2010 has JN Uljas Oy received an announcement of 864,177 shares to be
purchased according to the purchase agreement. After the purchase of these
shares is completed JN Uljas Oy's portion of Nurminen Logistics Plc's total
number of shares and voting rights will exceed 10 per cent (1/10).
JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen
Logistics Plc's shares and votes. When the above mentioned purchase commitment
between JN Uljas Oy and the certain shareholders of Nurminen Logistics Plc
concerning 864,177 shares is completed JN Uljas Oy's share of Nurminen Logistics
Plc will rise to 1,901,789 shares which is equivalent to 14.77% of Nurminen
Logistics Plc's share capital and voting rights.
On 14 July 2010 Nurminen Logistics Plc received the following disclosure
notification, pursuant to the Securities Markets Act, of a potential change in a
portion of holdings:
John Nurminen Oy has undertaken a purchase commitment relating to the public
tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain
shareholders of Nurminen Logistics Plc and was to be implemented during the
summer 2010. John Nurminen Oy has passed the contractual obligation concerning
the purchase commitment on to JN Uljas Oy. The purchase commitment applies to
1,193,140 shares in total and is valid between 1 July 2010 and 30 July 2010. By
14 July 2010 has JN Uljas Oy received an announcement of 1,038,235 shares to be
purchased according to the purchase agreement. After the purchase of these
shares is completed JN Uljas Oy's portion of Nurminen Logistics Plc's total
number of shares and voting rights will exceed 15 per cent (3/20).
JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen
Logistics Plc's shares and votes. When the above mentioned purchase commitment
between JN Uljas Oy and the certain shareholders of Nurminen Logistics Plc
concerning 1,038,235 shares is completed JN Uljas Oy's share of Nurminen
Logistics Plc will rise to 2,075,847 shares which is equivalent to 16.12% of
Nurminen Logistics Plc's share capital and voting rights.
On 21 July 2010 Nurminen Logistics Plc has received the following disclosure
notifications of changes in portions of holdings, pursuant to the Securities
Markets Act:
John Nurminen Oy has announced to Nurminen Logistics Plc that John Nurminen Oy's
portion of Nurminen Logistics Plc's shares has fallen below 5% (1/20). John
Nurminen Oy has sold its entire share holding (657,903 shares) in Nurminen
Logistics Plc on 21 July 2010. This amount of shares is equivalent to 5.11% of
Nurminen Logistics Plc's share capital and voting rights. The shares were sold
to JN Uljas Oy.
On the other hand, JN Uljas has announced to Nurminen Logistics Plc that due to
the above mentioned transaction JN Uljas Oy's portion of Nurminen Logistics
Plc's total number of shares and voting rights now exceeds 10 per cent (1/10).
JN Uljas Oy's share capital now comprises 1,695,515 Nurminen Logistics Plc's
shares which are equivalent to 13.17% of Nurminen Logistics Plc's share capital
and voting rights. Before the transaction JN Uljas Oy's share capital comprised
1,037,612 shares (8.06% shares and votes).
JN Uljas Oy has undertaken a purchase commitment which applies to certain
shareholders of Nurminen Logistics and 1,193,140 shares in total owned by them.
The purchase commitment is valid between 1 July 2010 and 30 July 2010. By 14
July 2010 has JN Uljas Oy received an announcement of 1,038,235 shares to be
purchased according to the purchase agreement. After the purchase of these
shares is completed JN Uljas Oy's portion of Nurminen Logistics Plc's total
number of shares and voting rights will exceed 20 per cent (1/5). When the
purchase commitment between JN Uljas Oy and the certain shareholders of Nurminen
Logistics Plc concerning 1,038,235 shares is completed JN Uljas Oy's share of
Nurminen Logistics Plc will rise to 2,733,750 shares which is equivalent to
21.23% of Nurminen Logistics Plc's share capital and voting rights. The possible
effects that the purchase commitment has on the portions of holdings have been
published in a stock exchange release on 5 July 2010, 9 July 2010 and 14 July
2010.
Both John Nurminen Oy (business ID 2139209-0) and JN Uljas Oy (business ID
0717307-8) are companies controlled by Juha Nurminen.
On 4 August 2010 Nurminen Logistics Plc received the following disclosure
notification, pursuant to the Securities Markets Act, of a change in a portion
of holdings:
John Nurminen Oy has undertaken a purchase commitment relating to the public
tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain
shareholders of Nurminen Logistics Plc and was to be implemented during the
summer 2010. John Nurminen Oy has passed the contractual obligation concerning
the purchase commitment on to JN Uljas Oy. The purchase commitment applied to
1,193,140 shares in total and was valid between 1 July 2010 and 30 July 2010. In
total 1,166,126 shares were sold according to the purchase agreement and JN
Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and voting
rights now exceeds both 15 per cent (3/20) and 20 per cent (1/5).
Before the purchase of the above mentioned shares JN Uljas Oy's share capital
comprised 1,678,972 (13.04%) Nurminen Logistics Plc's shares and votes. After
the purchase JN Uljas Oy's share of Nurminen Logistics Plc has risen to
2,845,098 shares which is equivalent to 22.09% of Nurminen Logistics Plc's share
capital and voting rights.
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 Lasse Paitsola, 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
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| INCOME STATEMENT | 1-9/2010 | 1-9/2009 | 1-12/2009 |
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| EUR 1,000 | | | |
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| | | | |
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| NET SALES | 51 127 | 46 290 | 62 490 |
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| Other operating income | 1 301 | 2 636 | 2 827 |
--------------------------------------------------------------------------------
| Materials and services | -24 227 | -20 603 | -27 702 |
--------------------------------------------------------------------------------
| Employee benefits expenses | -11 278 | -10 710 | -14 258 |
| | | | |
--------------------------------------------------------------------------------
| Depreciation and impartment | -3 429 | -3 980 | -4 560 |
--------------------------------------------------------------------------------
| Other operating costs | -13 261 | -11 740 | -16 423 |
--------------------------------------------------------------------------------
| OPERATING RESULT | 233 | 1 893 | 2 374 |
--------------------------------------------------------------------------------
| Financial income | 1 421 | 97 | 147 |
--------------------------------------------------------------------------------
| Financial expenses | -2 077 | -2 966 | -3 091 |
--------------------------------------------------------------------------------
| Share of profit in associates | 290 | 115 | 167 |
--------------------------------------------------------------------------------
| RESULT BEFORE TAX | -133 | -861 | -403 |
--------------------------------------------------------------------------------
| Income taxes | -1 051 | -301 | -277 |
--------------------------------------------------------------------------------
| PROFIT/LOSS FOR THE PERIOD | -1 184 | -1 162 | -680 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| Other comprehensive income | | | |
--------------------------------------------------------------------------------
| Translation differences | 541 | -1 037 | -699 |
--------------------------------------------------------------------------------
| Other comprehensive income for | 541 | -1 037 | -699 |
| the period | | | |
--------------------------------------------------------------------------------
| TOTAL COMPREHENSIVE INCOME FOR | -643 | -2 199 | -1 379 |
| THE PERIOD | | | |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| Net profit attributable | | | |
--------------------------------------------------------------------------------
| To equity holders of the parent | -1 841 | -1 813 | -1 614 |
--------------------------------------------------------------------------------
| To minority interest | 657 | 651 | 934 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EPS undiluted | -0,14 | -0,14 | -0,13 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EPS diluted | -0,14 | -0,14 | -0,13 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| INCOME STATEMENT | 7-9/2010 | 7-9/2009 | Change |
--------------------------------------------------------------------------------
| EUR 1,000 | | | |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| NET SALES | 18 743 | 15 689 | 3 054 |
--------------------------------------------------------------------------------
| Other operating income | 426 | 1 152 | -726 |
--------------------------------------------------------------------------------
| Materials and services | -9 318 | -6 689 | -2 629 |
--------------------------------------------------------------------------------
| Employee benefits expenses | -3 803 | -3 367 | -436 |
| | | | |
--------------------------------------------------------------------------------
| Depreciation and inpartment | -1 157 | -1 642 | 485 |
--------------------------------------------------------------------------------
| Other operating costs | -4 075 | -3 994 | -81 |
--------------------------------------------------------------------------------
| OPERATING RESULT | 816 | 1 149 | -333 |
--------------------------------------------------------------------------------
| Financial income | 127 | 37 | 90 |
--------------------------------------------------------------------------------
| Financial expenses | -1 331 | -845 | -486 |
--------------------------------------------------------------------------------
| Share of profit in associates | 186 | 41 | 145 |
--------------------------------------------------------------------------------
| RESULT BEFORE TAX | -202 | 382 | -584 |
--------------------------------------------------------------------------------
| Income taxes | -297 | -189 | -108 |
--------------------------------------------------------------------------------
| PROFIT/LOSS FOR THE PERIOD | -499 | 193 | -692 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| Other comprehensive income: | | | |
--------------------------------------------------------------------------------
| Translation differences | -1 853 | 21 | -1 874 |
--------------------------------------------------------------------------------
| Other comprehensive income for | -1 853 | 21 | -1 874 |
| the period | | | |
--------------------------------------------------------------------------------
| TOTAL COMPREHENSIVE INCOME FOR | -2 352 | 214 | -2 566 |
| THE PERIOD | | | |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| Net profit attributable | | | |
--------------------------------------------------------------------------------
| To equity holders of the parent | -724 | -16 | -708 |
--------------------------------------------------------------------------------
| To minority interest | 225 | 209 | 16 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EPS undiluted | -0,06 | 0,00 | -0,06 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EPS diluted | -0,06 | 0,00 | -0,06 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| BALANCE SHEET | 30.9.2010 | 30.9.2009 | 31.12.2009 |
--------------------------------------------------------------------------------
| EUR 1,000 | | | |
--------------------------------------------------------------------------------
| ASSETS | | | |
--------------------------------------------------------------------------------
| Non-current assets | | | |
--------------------------------------------------------------------------------
| Property, plant, equipment | 44 700 | 45 009 | 46 416 |
--------------------------------------------------------------------------------
| Goodwill | 9 516 | 9 516 | 9 516 |
--------------------------------------------------------------------------------
| Intangible assets | 751 | 1 284 | 1 035 |
--------------------------------------------------------------------------------
| Investments in associates | 581 | 476 | 497 |
--------------------------------------------------------------------------------
| Other long-term investments | 760 | 718 | 718 |
--------------------------------------------------------------------------------
| Deferred tax asset | 768 | 576 | 952 |
--------------------------------------------------------------------------------
| NON-CURRENT ASSETS | 57 076 | 57 579 | 59 134 |
--------------------------------------------------------------------------------
| Current assets | | | |
--------------------------------------------------------------------------------
| Trade receivables and other | 17 596 | 15 031 | 17 580 |
| receivables | | | |
--------------------------------------------------------------------------------
| Cash and bank | 2 467 | 1 568 | 2 238 |
--------------------------------------------------------------------------------
| CURRENT ASSETS | 20 063 | 16 599 | 19 818 |
--------------------------------------------------------------------------------
| ASSETS TOTAL | 77 139 | 74 178 | 78 952 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EQUITY AND LIABILITIES | | | |
--------------------------------------------------------------------------------
| Share capital | 4 215 | 4 215 | 4 215 |
--------------------------------------------------------------------------------
| Other reserves | 18 058 | 17 222 | 17 561 |
--------------------------------------------------------------------------------
| Retained earnings | 8 181 | 9 412 | 9 737 |
--------------------------------------------------------------------------------
| Non-controlling interest | 812 | 789 | 1 072 |
--------------------------------------------------------------------------------
| SHAREHOLDERS' EQUITY | 31 266 | 31 638 | 32 585 |
--------------------------------------------------------------------------------
| Long-term liabilities | | | |
--------------------------------------------------------------------------------
| Deferred tax liability | 392 | 326 | 328 |
--------------------------------------------------------------------------------
| Non-current interest-free | 806 | 838 | 851 |
| liabilities | | | |
--------------------------------------------------------------------------------
| Long-term liabilities, | 24 775 | 16 384 | 27 659 |
| interest-bearing | | | |
--------------------------------------------------------------------------------
| NON-CURRENT LIABILITIES | 25 973 | 17 548 | 28 838 |
--------------------------------------------------------------------------------
| Current liabilities | | | |
--------------------------------------------------------------------------------
| Short-term interest-bearing | 9 150 | 13 998 | 5 825 |
| liabilities | | | |
--------------------------------------------------------------------------------
| Trade payables and other | 10 750 | 10 994 | 11 704 |
| liabilities | | | |
--------------------------------------------------------------------------------
| CURRENT LIABILITIES | 19 900 | 24 992 | 17 529 |
--------------------------------------------------------------------------------
| TOTAL LIABILITIES | 45 873 | 42 540 | 46 367 |
--------------------------------------------------------------------------------
| TOTAL EQUITY AND LIABILITIES | 77 139 | 74 178 | 78 952 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| CONSOLIDATED CASH FLOW | 1-9/2010 | 1-9/2009 | 1-12/2009 |
| STATEMENT | | | |
--------------------------------------------------------------------------------
| CASH FLOW FROM OPERATING | | | |
| ACTIVITIES | | | |
--------------------------------------------------------------------------------
| Profit/Loss for the period | -1 184 | -1 162 | -680 |
--------------------------------------------------------------------------------
| Adjustments to reconcile profit | 19 | -105 | -61 |
--------------------------------------------------------------------------------
| Depreciation and amortisation | 3 429 | 3 980 | 4 560 |
--------------------------------------------------------------------------------
| Unrealised foreign exchange | -672 | 221 | 258 |
| wins and losses | | | |
--------------------------------------------------------------------------------
| Other adjustments | 1 498 | 3 354 | 2 767 |
--------------------------------------------------------------------------------
| Paid and received interest | -1 329 | -2 862 | -2 783 |
--------------------------------------------------------------------------------
| Taxes paid | -808 | 164 | -178 |
--------------------------------------------------------------------------------
| Changes in working capital | -609 | -34 | -1 463 |
--------------------------------------------------------------------------------
| Cash flow from operating | 344 | 3 556 | 2 420 |
| activities | | | |
--------------------------------------------------------------------------------
| CASH FLOW FROM INVESTING | | | |
| ACTIVITIES | | | |
--------------------------------------------------------------------------------
| Acquisition of subsidiaries, | 0 | -360 | -362 |
| net of cash acquired | | | |
--------------------------------------------------------------------------------
| Proceeds from sales of fixed | 78 | 268 | 15 334 |
| assets | | | |
--------------------------------------------------------------------------------
| Investments in tangible and | -418 | -2 425 | -2 887 |
| intangible assets | | | |
--------------------------------------------------------------------------------
| Proceeds from repayments of | 0 | 266 | 266 |
| loans | | | |
--------------------------------------------------------------------------------
| Cash flow from investing | -340 | -2 251 | 12 350 |
| activities | | | |
--------------------------------------------------------------------------------
| CASH FLOW FROM FINANCING | | | |
| ACTIVITIES | | | |
--------------------------------------------------------------------------------
| Changes in liabilities | 1 140 | -2 875 | -15 426 |
--------------------------------------------------------------------------------
| Dividends paid | -915 | -1 066 | -1 219 |
--------------------------------------------------------------------------------
| Cash flow from financing | 225 | -3 941 | -16 645 |
| activities | | | |
--------------------------------------------------------------------------------
| CHANGE IN CASH AND CASH | 229 | -2 636 | -1 966 |
| EQUIVALENTS | | | |
--------------------------------------------------------------------------------
| Cash and cash equivalents at | 2 238 | 4 204 | 4 204 |
| the beginning of period | | | |
--------------------------------------------------------------------------------
| Cash and cash equivalents at | 2 467 | 1 568 | 2 238 |
| the end of period | | | |
--------------------------------------------------------------------------------
A= Share capital
B= Share premium account
C= Reserve fund
D= Unrestricted equity reserve
E= Translation differences
F= Retained earnings
G= Minority interest
H= Total
--------------------------------------------------------------------------------
| STATEMENT | A | B | C | D | E | F | G | H |
| OF CHANGES | | | | | | | | |
| IN EQUITY | | | | | | | | |
| 1-9/09 EUR | | | | | | | | |
| 1,000 | | | | | | | | |
--------------------------------------------------------------------------------
| Shareholde | 4215 | 86 | 2374 | 20000 | -3441 | 10675 | 975 | 34884 |
| rs' equity | | | | | | | | |
| at the | | | | | | | | |
| beginning | | | | | | | | |
--------------------------------------------------------------------------------
| Other | 0 | 3 | 0 | 0 | 0 | 552 | -536 | 19 |
| changes | | | | | | | | |
--------------------------------------------------------------------------------
| Total | 0 | 0 | 0 | 0 | -1037 | -1813 | 651 | -2199 |
| comprehens | | | | | | | | |
| ive income | | | | | | | | |
| for the | | | | | | | | |
| period | | | | | | | | |
--------------------------------------------------------------------------------
| Dividends | 0 | 0 | 0 | -765 | 0 | 0 | -301 | -1066 |
--------------------------------------------------------------------------------
| Shareholde | 4215 | 89 | 2374 | 19235 | -4478 | 9414 | 789 | 31638 |
| rs' equity | | | | | | | | |
| 30.9.2009 | | | | | | | | |
--------------------------------------------------------------------------------
| | | | | | | | | |
--------------------------------------------------------------------------------
| STATEMENT | A | B | C | D | E | F | G | H |
| OF CHANGES | | | | | | | | |
| IN EQUITY | | | | | | | | |
| 1-9/10 EUR | | | | | | | | |
| 1,000 | | | | | | | | |
--------------------------------------------------------------------------------
| Shareholde | 4215 | 89 | 2374 | 19238 | -4140 | 9737 | 1072 | 32585 |
| rs' equity | | | | | | | | |
| at the | | | | | | | | |
| beginning | | | | | | | | |
--------------------------------------------------------------------------------
| Other | 0 | -2 | 0 | -42 | 0 | 285 | -2 | 239 |
| changes | | | | | | | | |
--------------------------------------------------------------------------------
| Total | 0 | 0 | 0 | 0 | 541 | -1841 | 657 | -643 |
| comprehens | | | | | | | | |
| ive income | | | | | | | | |
| for the | | | | | | | | |
| period | | | | | | | | |
--------------------------------------------------------------------------------
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | -915 | -915 |
--------------------------------------------------------------------------------
| Shareholde | 4215 | 87 | 2374 | 19196 | -3599 | 8181 | 812 | 31266 |
| rs' equity | | | | | | | | |
| 30.9.2010 | | | | | | | | |
--------------------------------------------------------------------------------
SEGMENT INFORMATION
--------------------------------------------------------------------------------
| Net sales by segment | 1-9/2010 | 1-9/2009 | 1-12/2009 |
--------------------------------------------------------------------------------
| EUR 1,000 | | | |
--------------------------------------------------------------------------------
| Nurminen Cargo | 44 527 | 40 313 | 55 187 |
--------------------------------------------------------------------------------
| Nurminen Heavy | 6 600 | 5 977 | 7 303 |
--------------------------------------------------------------------------------
| Eliminations | 0 | 0 | 0 |
--------------------------------------------------------------------------------
| Total | 51 127 | 46 290 | 62 490 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Operating result by segment | 1-9/2010 | 1-9/2009 | 1-12/2009 |
--------------------------------------------------------------------------------
| EUR 1,000 | | | |
--------------------------------------------------------------------------------
| Nurminen Cargo | -957 | 94 | 341 |
--------------------------------------------------------------------------------
| Nurminen Heavy | -111 | 209 | 10 |
--------------------------------------------------------------------------------
| Other segments | 1 301 | 1 590 | 2 023 |
--------------------------------------------------------------------------------
| Total | 233 | 1 893 | 2 374 |
--------------------------------------------------------------------------------
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 | 1-9/2010 |
--------------------------------------------------------------------------------
| Sales | 91 |
--------------------------------------------------------------------------------
| Expenses | 222 |
--------------------------------------------------------------------------------
| Financial expenses | 118 |
--------------------------------------------------------------------------------
| Trade payables and other liabilities | 2 543 |
--------------------------------------------------------------------------------
| Long-term liabilities | 3 178 |
--------------------------------------------------------------------------------
KEY FIGURES
--------------------------------------------------------------------------------
| KEY FIGURES | 1-9/2010 | 1-9/2009 | 1-12/2009 |
--------------------------------------------------------------------------------
| Gross capital expenditure, EUR | 418 | 2 785 | 2 887 |
| 1,000 | | | |
--------------------------------------------------------------------------------
| Personnel | 350 | 359 | 346 |
--------------------------------------------------------------------------------
| Operating margin % | 0,5 % | 4,1 % | 3,8 % |
--------------------------------------------------------------------------------
| SHARE PRICE DEVELOPMENT | | | |
--------------------------------------------------------------------------------
| Share price at the beginning of | 3,35 | 3,00 | 3,00 |
| period | | | |
--------------------------------------------------------------------------------
| Share price at the end of | 3,15 | 3,40 | 3,35 |
| period | | | |
--------------------------------------------------------------------------------
| Highest for the period | 3,73 | 3,52 | 3,52 |
--------------------------------------------------------------------------------
| Lowest for the period | 2,93 | 2,50 | 2,50 |
--------------------------------------------------------------------------------
| | | | |
--------------------------------------------------------------------------------
| EQUITY/SHARE EUR | 2,43 | 2,47 | 2,53 |
--------------------------------------------------------------------------------
| EARNINGS/SHARE (EPS) | -0,14 | -0,14 | -0,13 |
--------------------------------------------------------------------------------
| Equity ration % | 40,53 | 42,65 | 42,65 |
--------------------------------------------------------------------------------
OTHER LIABILITIES
--------------------------------------------------------------------------------
| Contingent liabilities, 1,000 | 1-9/2010 | 1-9/2009 | 1-12/2009 |
| eur | | | |
--------------------------------------------------------------------------------
| Mortgages given | 3 000 | 8 223 | 0 |
--------------------------------------------------------------------------------
| Other contingent liabilities | 10 780 | 7 038 | 10 780 |
--------------------------------------------------------------------------------
| Rent liabilities | 73 170 | 79 244 | 77 426 |
--------------------------------------------------------------------------------
Accounting policies
The interim financial information has been prepared in accordance with IAS 34
'Interim Financial Reporting' and in compliance with IFRS standards and
interpretations in force as at 1 January 2010, as adopted by the EU. The IFRS
recognition and measurement principles as described in the annual financial
statements for 2009 have also been applied in the preparation of the interim
financial information, with the changes mentioned below.
The Group has applied e.g. the following revised and amended standards as of 1
January 2010: IFRS 3 (Revised 2008) Business Combinations and IAS 27 (Amended
2008) Consolidated and Separate Financial Statements.
The adoption of the revised IFRS 3 'Business Combinations' will have an impact
on the amount of goodwill from acquisitions and results on disposing businesses.
The standard is estimated to also have an impact on profit and loss in those
periods in which new business is acquired, the deferred purchase price is paid
or additional shares are acquired. According to the transitional provisions of
the standard, business combinations for which the acquisition date is before the
adoption of the standard, are not adjusted.
The amended IAS 27 'Consolidated and Separate Financial Statements' requires the
effects of all transactions with a non-controlling interest to be recorded in
equity if the control remains with the parent company. The amendment also
specifies that a share of the loss for period can also be allocated to
non-controlling interest when the losses exceed the amount of invested capital
by the non-controlling parties.
All figures have been rounded and consequently the sum of individual figures can
deviate from the presented sum figure. Key figures have been calculated using
exact figures. This Interim Report is unaudited.
Calculation of Key Figures
Equity ratio (%) =
Total equity
______________________________________ x 100
Total assets - advances received
Earnings per share (EUR) =
Profit for the period attributable to equity holders of the parent company
_________________________________________________________ x 100
Number of shares (average during the period)
Equity per share (EUR) =
Equity
________________________________________ x 100
Number of shares at the end of the period
NURMINEN LOGISTICS PLC'S INTERIM REPORT 1 JANUARY - 30 SEPTEMBER 2010
| Source: Nurminen Logistics Oyj