Annual Report • Mar 15, 2023
Annual Report
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1 January–31 December 2022
This Financial review in PDF-format is not an xHTML document compliant with the ESEF (European Single Electronic Format) regulation.
| The Board's Report on Operations | 3 |
|---|---|
| Consolidated statement of comprehensive income, IFRS10 | |
| Consolidated statement of financial position, IFRS11 | |
| Consolidated cash flow statement, IFRS.12 | |
| Consolidated statement of changes in equity, IFRS13 | |
| Notes to the consolidated financial statements, IFRS14 | |
| 1. Accounting principles for the consolidated financial statements | 14 |
| 2. Net sales and accounting principles | 20 |
| 3. Other operating income | 20 |
| 4. Operating expenses | 20 |
| 5. Employee benefit expenses21 | |
| 6. Depreciation, amortisation and impairment losses21 | |
| 7. Financial income and expenses | 21 |
| 8. Income taxes22 | |
| 9. Earnings per share22 | |
| 10. Subsidiaries and associates | 23 |
| 11. Property, plant and equipment | 24 |
| 12. Intangible assets25 | |
| 13. Leases26 | |
| 14. Carrying amounts of financial assets and financial liabilities by | |
| category27 | |
| 15. Impairment of assets28 | |
| 16. Investments in equity-accounted investees29 | |
| 17. Non-current receivables | 29 |
| 18. Deferred tax assets and liabilities | 30 |
| 19. Trade and other receivables | 31 |
| 20. Cash and cash equivalents | 31 |
| 21. Information about equity32 | |
| 22. Share-based remuneration | 33 |
| 23. Defined benefit pension plans34 | |
| 24. Interest-bearing liabilities35 | |
| 25. Trade payables and other liabilities | 36 |
| 26. Financial risk management | 36 |
| 27. Other leases39 | |
| 28. Contingencies and commitments | 40 |
| 29. Related party transactions | 40 |
| 30. Acquisitions and divested businesses | 41 |
| 31. Legal proceedings41 | |
| 32. Events after the balance sheet date41 | |
| Distribution of ownership 31.12.2022 | 42 |
| Parent Company's Income Statement | 43 |
| Parent Company's Balance Sheet43 | |
| Parent Company's Cash Flow Statement | 44 |
| Notes to the Parent Company's Financial Statements45 | |
| Accounting principles for the parent company's financial statements | 45 |
| Notes to the Parent Company's Income Statement | 46 |
| Notes to the Parent Company's Balance Sheet47 | |
| Other Notes of the Parent Company | 50 |
| The Parent Company's Notes Concerning Personnel and Company Organs 51 | |
| Key figures for the parent company.51 | |
| The Board's proposal for the distribution of profit, signatures of the Board's | |
| report on operations and financial statements and auditor's note | 52 |
| Auditor's Report53 Independent Auditor's Report on ESEF-Consolidated Financial Statements 57 |
|
The year 2022 was a year of changes, and due to the war in Ukraine and accelerating increase in costs, it required swift decisions on streamlining the cost structure, reallocating resources and expanding the market area. Net sales decreased by 13 per cent to EUR 122.5 million and the comparable net operating result was EUR 6.9 million. Rail services net sales decreased strongly after the onset of the war, and we reduced the container positions significantly as a result. Despite the considerable changes in the company's business environment, the company managed to improve its equity ratio by 3 percentage points to 34.7 per cent.
In early summer 2022, once it became clear that the war will be prolonged, we decided to wind down the direct railway connection between China and Finland and the reserved container position. In addition, we closed the Eastern traffic forwarding office in Vaalimaa and the Vainikkala terminal, as well as the operations of the St. Petersburg office. At the same time, we sped up the opening of the Trans-Caspian route to serve traffic between China, Central Europe and the EU. In the autumn, we opened an office in Vienna to accelerate sales in Central Asian countries and Central Europe. We opened a new railway route in the Nordic countries.
In Finland, we trimmed costs by reducing not only the container position, but also offices and the number of personnel. The adjustment measures resulted in non-recurring expenses of a total of EUR 3.5 million burdening the result. We managed to pass on the increase in costs caused by inflation fully to prices, and our pricing power remained good.
The company's unique position in railway logistics between Asia and the Nordic countries is bearing fruit and also facilitates future growth. Nurminen Logistics operates as both a railway operator and forwarder in international railway operations. There are only a few operators of this kind in Europe. Nurminen Logistics' improved awareness and position in the international railway market have made it possible to open new routes with manageable risks and expansion of the market area into the other Nordic countries. The Nordic container traffic launched by the company has become important also from the point of view of security of supply in the current geopolitical situation.
The Cargo business continued its positive development in 2022. Despite the end of Russian transit traffic, net sales in the Cargo business grew by 36 per cent to EUR 19.8 million. The growth in net sales accelerated towards the end of the year due to new customer accounts. The operating result reached a good level of 10%. The operational efficiency of the Cargo business improved further, and the implementation of our service concept continued in accordance with the strategy, focusing on customer accounts other than warehousing customers.
The Multimodal business in Sweden and starting Central European traffic succeeded well, and we have gained a foothold in the market where we will grow in 2023. The good development of the Baltic operations continued steadily throughout 2022.
Net sales for July–December decreased by 35 per cent to EUR 50.8 million year-on-year and by 29 per cent compared to January–June. The decrease in net sales was due to the decreased demand for the Chinese and Asian container train business. Comparable operating result for July–December amounted to EUR 2.2 million, or 4.4% of net sales. The comparable operating margin decreased slightly compared to January–June (6.5%), but excluding non-recurring expenses, operations continued to be profitable.
The railway market between China and Europe developed favourably early in the year, but significantly slowed down soon after the war in Ukraine due to cargo volumes shifting to the route bypassing Russia. The Finnish domestic market was strong in the Cargo business, which is illustrated by the growth of the unit in spite of the end of the feed effects of railway traffic and transit traffic. The Baltic business environment remained stable.
Nurminen Logistics estimates that the development of the logistics market relevant to the company will strengthen and the measures taken by the company in 2022 in cooperation with the acquisition of Operail Finland Oy will facilitate a positive development of the company's business in 2023.
Decreasing global freight volumes decreased the demand for ocean freight and lowered prices significantly during H2/2022. Train cargo volumes in traffic between the EU, Central Asia and China are growing, and changes in the sea freight market do not have an impact on train routes. We believe that the demand for rail freight will be increased by growth in the world economy and importance of environmental values, increasing interest rates and the success of China in accelerating economic growth following the COVID-19 lockdowns. Continued high interest rates and scarce financing will support the customers' need for faster turnover of working capital and more accurate planning of deliveries, which will contribute to the demand for Nurminen Logistics' services.
Nurminen Logistics is in a strong position to grow rapidly in traffic along the Trans-Caspian route between Central Asia and the EU, because Nurminen is one of the few internationally known companies operating on the route. Improving the service level of the international trunk routes created during 2022 further also facilitates growing the customer base in the Nordic countries and Central Europe.
The strong Cargo business will be developed further, and we see opportunities for growth in both Finland and the Nordic countries in 2023.
Nurminen Logistics is now strongly investing in railway services in Finland, and the acquisition of Operail Finland Oy facilitates growth and stable profitability in the next years, thanks to its long-term customer contracts. We see major opportunities in developing the offering, as Nurminen Logistics provides a completely new kind of customer insight as a railway company.
Nurminen Logistics' profitability weakened due to a decrease in volumes in the direct Asia train connection, caused by the war in Ukraine. Moreover, profitability was significantly burdened by non-recurring adjustment measures taken in 2022.
As international tension eases, we believe that interest in railway services will return, because their competitive advantages, such as low emissions, have not changed. Net sales from the Chinese and Asian container train business amounted to EUR 23.5 million in 2022. The Chinese and Asian container traffic operations account for 19 per cent (33%) of the Group's net sales.
The Multimodal business continued to be profitable throughout the year and net sales amounted to EUR 16.3 million. Multimodal services account for 13 per cent (8%) of the Group's net sales.
Net sales in the Cargo business grew by 36 per cent in 2022 and
amounted to EUR 19.8 million. The growth in net sales accelerated towards the end of the year due to new customer accounts. The operating result reached a good level of 10%. Cargo services account for 16 per cent (10%) of the Group's net sales.
The good development of the Baltic operations continued steadily throughout 2022, and profitability was at a good level. The Baltic operations account for 51 per cent (48%) of the Group's net sales.
Nurminen Logistics' development has been good, even though the impacts of the COVID-19 pandemic were still visible in China, reducing the demand in the Trans-Caspian route. Operating activities and development projects progressed without major problems caused by the pandemic.
Cash flow from operating activities amounted to EUR +5.2 million. January–June accounted for EUR +4.9 million and July–December for EUR +0.3 million of the cash flow from operating activities. The change in working capital accounted for EUR +0.8 million of the cash flow from operating activities.
Cash flow from investments was EUR -0.8 million. The cash flow from investing activities was impacted by investing in funds and investments in information systems and digitalisation.
The cash flow from financing was EUR -5.3 million, with the most significant items being a total of EUR 1.9 million in dividends to non-controlling interests, EUR 1.2 million in repayment of equity to the shareholders of the parent company and EUR 2.0 million in loan payments.
At the end of the review period, cash and cash equivalents amounted to EUR 6.1 million. Cash and cash equivalents attributable to the Baltic operations amount to EUR 4.7 million.
The measurement of the assets in the financial statements is based on the going concern assumption and market prices, and the assets do not involve a risk of write-downs in the current situation. The management of the company estimates that the cash flow will cover the current business needs and liabilities for the next 12 months.
The Group's interest-bearing debt excluding IFRS 16 liabilities amounted to EUR 19.4 million. The liabilities according to IFRS 16 totalled EUR 9.5 million, of which EUR 7.0 million was connected to the land and civil defence shelter leases of the Vuosaari real estate company. The land lease liability does not have a negative impact on the value of the property. All of the buildings in the Vuosaari port area are located on plots leased from the City of Helsinki.
Current interest-bearing liabilities of the company, a total of EUR 10.6 million, consist of bank loans of EUR 10.0 million and IFRS lease liabilities of EUR 0.6 million. Short-term bank loans include a loan of EUR 7.6 million from Ilmarinen, which will mature in June 2023. The company has started negotiations to renew this loan. Non-current interest-bearing liabilities are EUR 24.5 million, of which EUR 15.6 million consists of long-term debt and EUR 8.9 million is connected to lease liabilities according to IFRS 16.
Long-term loans amount to EUR 15.6 million. Long-term loans include a loan of EUR 14.1 million taken out by Kiinteistö Oy Helsingin Satamakaari 24 from Oma Savings Bank and a loan of EUR 1.5 million taken out by Nurminen Logistics Plc from Oma Savings Bank.
The company's equity amounted to EUR 24.1 million at the end of the year, while it was EUR 25.8 million at the end of the previous financial period. The equity ratio improved to 34.7% (31.7%) as a result of lightening the balance sheet. The balance sheet total was EUR 69.7 million (81.7).
The Group's gross capital expenditure during the review period amounted to EUR 0.4 million (EUR 0.3 million), accounting for 0.3% of net sales. Depreciation totalled EUR 2.8 million (EUR 3.0 million) , or 2.3% (2.1%) of net sales. Amortisation of right-of-use assets associated with IFRS 16 amounted to EUR 0.8 million (EUR 0.8 million).
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, %): Nurminen Logistics Services Oy (100%), Kiinteistö Oy Kotkan Siikasaarentie 78 (100%), Kiinteistö Oy Luumäen Suoanttilantie 101 (100%), Kiinteistö Oy Vainikkalan Huolintatie 13 (100%), Kiinteistö Oy Helsingin Satamakaari 24 (51%), Pelkolan Terminaali Oy (20%), OOO Nurminen Logistics (100%), Nurminen Maritime Latvia SIA (51%), Nurminen Maritime UAB (51%).
NR Rail Oy was dissolved through liquidation proceedings in January 2022 and RW Logistics Oy in December 2022.
At the end of the review period, the Group's number of personnel stood at 141, compared to 140 on 31 December 2021. The number of employees working abroad was 36.
Personnel expenses in 2022 totalled EUR 8.3 million (EUR 8.6 million in 2021).
In September, Nurminen Logistics appointed Kai Simberg as a member of the Management Team and interim CFO for the duration of CFO Iiris Pohjanpalo's family leave. On 31 December 2022, the Management Team consisted of the following members: Olli Pohjanvirta, President and CEO; Kai Simberg, interim CFO; Tuomas Kansikas, COO, Multimodal business and Group support functions; Joonas Louho, VP, terminal business and ICT; and Suvi Kulmala, VP, Human Resources. In addition, during the financial period the Management Team included Olga Stepanova, VP Railway Operations and Country Manager Russia from 1 January 2022 to 1 June 2022 and Jonna Paasonen, CDO from 1 January 2022 to 26 September 2022.
On 16 February 2022, Nurminen Logistics announced the transfer of 774,386 shares to President and CEO as part of the payment of the rewards of the CEO's share-based incentive scheme.
On 7 March 2022, Nurminen Logistics announced Chairman of the Board of Directors Irmeli Rytkönen's subscription notification concerning 43,000 shares at a unit price of EUR 1.19 per share.
On 30 March 2022, Nurminen Logistics announced CIO Petri Luurila's subscription notification concerning 13,200 shares at an average price of EUR 1.08 per share.
On 31 March 2022, Nurminen Logistics announced Board member Juha Nurminen's transfer notification concerning 176,212 shares.
On 27 July 2022, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chairman of the Board of Directors subscribed for 38,023 shares, Juha Nurminen, member of the Board of Directors subscribed for 19,011 shares, Olli Pohjanvirta, member of the Board of Directors subscribed for 19,011 shares, Victor Hartwall, member of the Board of Directors subscribed for 19,011 shares, Karri Koskela, member of the Board of Directors subscribed for 19,011 shares and Erja Sankari, member of the Board of Directors subscribed for 19,011 shares.
On 15 February 2022, Nurminen Logistics received a flagging notification from Ilmarinen Mutual Pension Insurance Company, the direct holding of which decreased from a total of 15.12 per cent to 14.95 per cent as a result of an issue of shares without consideration by the company to itself, due to which the total number of shares in the company increased by 774,386 shares.
All notifications have been disclosed as stock exchange releases and they are available on Nurminen Logistics' website at www.nurminenlogistics.com.
Nurminen Logistics Plc's share has been quoted on the main list of Nasdaq Helsinki Ltd under the current company name since 1 January 2008. The total number of Nurminen Logistics Plc's registered shares on 31 December 2022 was 78,101,654 and the registered share capital was EUR 4,214,521. The company has one share class and all the shares carry equal rights in the company. The company name was Kasola Plc until 31 December 2007. The company was listed on the Helsinki Stock Exchange in 1987.
| Number of shares |
Share of shares and votes |
|
|---|---|---|
| Suka Invest Oy | 12,635,655 | 16.18 |
| Ilmarinen Mutual Pension | ||
| Insurance Company | 11,655,795 | 14.92 |
| K. Hartwall Invest Oy Ab | 8,105,390 | 10.38 |
| Nurminen Juha Matti | 6,508,047 | 8.33 |
| Avant Tecno Oy | 5,739,375 | 7.35 |
| JN Uljas Oy | 3,231,206 | 4.14 |
| RailCap Ltd. | 3,110,574 | 3.98 |
| Verman Group Oy | 2,524,297 | 3.23 |
| Relander Pär-Gustaf | 1,757,686 | 2.25 |
| Cyberdyne Invest Oy | 1,735,454 | 2.22 |
| Ten largest | ||
| shareholders total | 57,003,479 | 72.98 |
| Nominee-registered | 856,109 | 1.10 |
| Others | 20,242,066 | 25.92 |
| Total | 78,101,654 | 100 |
Shareholders by type 31 December 2022
| Number of shares |
% of total shares |
|
|---|---|---|
| Private companies | 39,706,892 | 51% |
| Financial and insurance | ||
| institutions | 4,792,322 | 6% |
| Public sector organisations | 11,655,795 | 15% |
| Households | 20,860,673 | 27% |
| Non-profit organisations | 1,004 | 0% |
| Foreign | 228,859 | 0% |
| Nominee-registered | 856,109 | 1% |
| Total | 78,101,654 | 100% |
The trading volume of Nurminen Logistics Plc's shares was 11,002,725 during the period from 1 January to 31 December 2022, representing 14.1% of the total number of shares. The value of the turnover was EUR 12,443 thousand. The lowest price during the period was EUR 0.56 per share and the highest EUR 2.07 per share. The closing price for the period was EUR 0.6 per share and the market value of the entire share capital was EUR 46,861 thousand, or EUR 46822 thousand excluding own shares, at the end of the period. At the end of 2022, the company had 4,791 shareholders. At the end of 2021, the number of shareholders stood at 4,095.
At the end of 2022, the company held 65,262 of its own shares, corresponding to 0.08% of shares and votes.
According to the register of shareholders at 31 December 2022, the Board of Directors (including ownership of controlled entities) held 29.9% of Nurminen Logistics shares. Other members of the company's Management Team than President and CEO Olli Pohjanvirta did not hold shares on 31 December 2022.
| Juha Nurminen 6,508,047 8.3 JN Uljas Oy 3,231,206 4.1 Total 9,739,253 12.5 Olli Pohjanvirta 1,424,413 1.8 RailCap Ltd. 3,110,574 4.0 VGK invest Oy 648,000 0.8 Total 5,182,987 6.6 Victor Hartwall 32,227 0.0 Oy Pallas Capital Ab 70,000 0.1 K Hartwall Invest Oy 8,105,390 10.4 Total 8,207,617 10.5 Irmeli Rytkönen 192,687 0.2 Karri Koskela 32,227 0.0 Erja Sankari 32,227 0.0 Total 23,386,998 29.9 |
Board of Directors | Shares | Share of shares and votes |
|---|---|---|---|
The company's Board of Directors has on 14 May 2008 determined the company's dividend policy. According to it, Nurminen Logistics Plc aims to annually distribute as dividends approximately one-third of its net profit, provided that the company's financial position allows this.
No shareholder agreements related to holdings in Nurminen Logistics Plc and the exercise of voting rights have been brought to the company's attention with the exception of the announcement that was published in the stock exchange release of 28 December 2008. According to the announcement, the members of the Board of Directors and Executive Board have undertaken not to sell or otherwise transfer shares in John Nurminen Ltd owned by them on this date and the company's shares received as demerger consideration in conjunction with the demerger of John Nurminen Ltd, without prior written consent from the company's Board of Directors.
Nurminen Logistics Plc's Annual General Meeting held on 11 April 2022 passed the following decisions:
The General Meeting confirmed the company's financial statements, reviewed the remuneration report of the administrative organs and discharged those accountable from liability for the financial year 1 January−31 December 2021.
In accordance with the proposal by the Board of Directors, the General Meeting decided that the profit from the financial period ending on 31 December 2021 will be transferred to retained earnings and that shareholders will receive a repayment of equity from the reserve for invested unrestricted equity, EUR 0.0095 per each of the company's 77,903,314 shares outstanding, totaling EUR 740,081.48. In addition, the General Meeting decided to authorise the Board of Directors to decide at their discretion on the repayment of equity from the reserve for invested unrestricted equity, at most EUR 0.0095 per share.
The General Meeting resolved that the Board of Directors is composed of six members. The General Meeting re-elected the following members to the Board of Directors: Irmeli Rytkönen, Olli Pohjanvirta, Juha Nurminen, Victor Hartwall, Erja Sankari and Karri Koskela.
The General Meeting resolved that for the members of the Board elected at the Annual General Meeting for the term expiring at the close of the Annual General Meeting in 2023, the annual remuneration is paid as follows: annual remuneration of EUR 60,000 for the Chairman of the Board of Directors and EUR 30,000 for the other members of the Board of Directors.
In addition, a meeting fee of EUR 1,500 per meeting for the Board and Board Committee meetings is paid to the Chairman of the Board of Directors, and EUR 1,000 to the other members of the Board per meeting of the Board and Board Committee. Of the annual remuneration, 50 per cent will be paid in Nurminen Logistics Plc's shares and the rest in cash. A member of the Board of Directors may not dispose of shares received as annual remuneration before a period of three years has elapsed from receiving shares.
The Annual General Meeting authorised the Board to decide on the issue of shares and/or special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act.
Based on the authorisation, the Board of Directors is entitled to issue or transfer, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 7,700,000 new shares so that aforesaid shares and/or special rights could be used, e.g., for financing of company and business acquisitions or for financing of other business arrangements and investments, for the expansion of the ownership structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.
The authorisation entitles the Board of Directors to decide on the share issue with or without payment. The authorisation for deciding on a share issue without payment also includes the right to decide on the share issue for the company itself, so that the authorisation may be used in such a way that in total no more than one-tenth (1/10) of all shares in the company may from time to time be held by the company and its subsidiaries.
The authorisation includes the Board of Director's right to decide on all other terms and conditions of the share issues and the issues of special rights. The authorisation entitles the Board of Directors to decide on share issues, issues of option rights and other special rights entitling to shares in every way to the same extent as could be decided by the General Meeting, including the Board of Director's right to decide on directed share issues and/or issue of special rights.
The authorisation remains valid until the end of the Annual General Meeting of 2023, yet no longer than until 30 June 2023. The authorisation revokes any previous share issue authorisations currently valid.
Ernst & Young Oy was elected the auditor of the company for the term ending at the close of the Annual General Meeting 2023.
Nurminen Logistics seeks environmentally friendly and efficient transport solutions as part of the development of its services. Research shows that the container train to China is the most ecological method of transporting goods between China and Europe.
All services provided by the company in Finland are covered by a certified environmental management system that meets the requirements of the ISO 14001:2004 standard.
The Board of Directors has set the company's long-term financial objectives. The long-term objectives of Nurminen Logistics are to achieve a growth rate that is higher than that of the markets in general, a net operating profit level of 7% and a return on equity of 12%.
During 2021, the Board of Directors set the objectives for 2021– 2023 based on the market outlook, the company's market position and competitive advantage. The goal is to reach net sales of EUR 200 million and net operating result of a minimum of 9% of net sales.
The company estimates that net sales for 2023 will amount to EUR 135–142 million and operating result to a minimum of EUR 10.0 million. The predicted growth in net sales and operating result is based on new customer contracts in acquired railway operations and the efficiency measures and international sales efforts carried out by Nurminen Logistics in 2022.
World trade weakening from the current situation as a consequence of the war in Ukraine may have a negative impact on the demand for the company's services and thereby result. If the foreign trade of Finland, China or Sweden decreases, it will affect the demand for services. In the railway business, food supply-related fertilisers critical to the world or metals required for the green transition being subjected to Western sanctions would have a negative impact on the business of the acquired company Operail Finland Oy.
The prolongation of the war in Ukraine and a permanent change in the international order may have a global impact on logistical routes. Such a change could harm the company's Asian container train business.
More detailed information about the risk information of the company can be found on the Investors page on Nurminen Logistics' website at https://www.nurminenlogistics.com/investors/.
On 13 January 2023, Nurminen Logistics announced that it will purchase the entire share capital of Operail Finland Oy with Finnish investors at a debt free transaction price of EUR 27.7 million. Nurminen Logistics' subsidiary North Rail Holding Oy, of which Nurminen Logistics owns 79.8% and investors 20.2%, and Operail Holding OÜ have signed a Sales and Purchase Agreement in which the parties have agreed that Operail Finland Oy will be transferred to the ownership of North Rail Finland Oy after the buyer has received the needed decisions of the authorities.
On 14 February 2023, Nurminen Logistics announced that it had completed the transaction announced on 13 January 2023 to purchase the entire share capital of Operail Finland Oy with Finnish investors. After the purchase, Nurminen Logistics' holding in North Rail Holding is 79.8%. The purchase was financed with new longterm debt financing instruments.
On 14 February 2023, Nurminen Logistics announced preliminary information about its operating result for 2022 and financial guidance for 2023.
On 6 March 2023, Nurminen Logistics announced that it strengthens its management team to achieve growth targets and streamline responsibilities. Two new management team members were appointed, Niko Orpana as Vice President, Multimodal & Bulk Terminal Operations as of 15 May 2023, and Vice President, Sales Marjut Linnajärvi being responsible for railway business and sales.
On 31 December 2022, the parent company's distributable equity is EUR 30,938,118.26, of which the profit for the period amounted to EUR 453,583.04. The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on distributing a maximum of EUR 1.0 million as dividends at a separately announced date during 2023, should the company's financial position allow. The remaining distributable assets will be retained in unrestricted equity.
The Corporate Governance Statement of Nurminen Logistics Plc will be published on 15 March 2023 on the company's website at https://nurminenlogistics.com/investors/.
The Board of Directors convened 22 times during the year 2022. The Audit Committee had three meetings.
| EUR 1,000 | 1–12/2022 | 1–12/2021 |
|---|---|---|
| Operating profit | 3,408 | 9,625 |
| Exceptional management incentives and enhancement measures | 0 | 550 |
| Non-recurring expenses related to containers and wagons | 2,890 | 0 |
| Personnel-related restructuring costs | 149 | 0 |
| Non-recurring expenses related to the Luumäki property | 435 | 0 |
| Comparable adjusted operating profit | 6,882 | 10,175 |
Comparable adjusted operating profit is an alternative indicator defined by the European Securities Market Authority, ESMA.
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Net sales, EUR 1,000 | 80,707 | 141,254 | 122,511 |
| Change in net sales, % | 16.4% | 75.0% | -13.3% |
| Operating result (EBIT) EUR 1,000 | -206 | 9,625 | 3,408 |
| % of net sales | -0.3% | 6.8% | 2.8% |
| Result before taxes, EEUR 1,000 | -2,438 | 7,825 | 1,925 |
| % of net sales | -3.0% | 5.5% | 1.6% |
| Result for the financial year, EUR 1,000 | -2,837 | 13,776 | 1,472 |
| % of net sales | -3.5% | 9.8% | 1.2% |
| Return on equity (ROE), % | -38.8% | 69.5% | 5.9% |
| Return on investment (ROI), % | -0.4% | 16.7% | 6.9% |
| Equity ratio, % | 20.9% | 31.7% | 34.7% |
| Gearing, % | 266.1% | 115.9% | 119.8% |
| Gearing % excluding IFRS 16 | 189.4% | 77.1% | 80.0% |
| Interest-bearing net debt, EUR 1,000 | 36,759 | 29,914 | 28,928 |
| Interest-bearing net debt excluding IFRS 16, EUR 1,000 | 26,293 | 20,027 | 19,431 |
| Interest-bearing net debt/EBITDA (12 months, rolling) | 7.64 | 2.38 | 4.65 |
| Gross investment on fixed assets, EUR 1,000 | 8,827 | 341 | 422 |
| % of net sales | 10.9% | 0.2% | 0.3% |
| Balance sheet total, EUR 1,000 | 66,179 | 81,705 | 69,678 |
| Average number of employees | 163 | 145 | 141 |
| Wages and salaries paid, EUR 1,000 | 8,430 | 8,558 | 8,262 |
| Share key figures | |||
| Earnings per share (EPS), EUR, undiluted | -0.09 | 0.16 | -0.01 |
| Earnings per share (EPS), EUR, diluted | -0.09 | 0.15 | -0.01 |
| Equity per share, EUR | 0.05 | 0.20 | 0.17 |
| Dividend per share, EUR | 0.00 | 0.00 | 0.00* |
| Dividend to earnings ratio, % | 0.0% | 0.0% | 0.0% |
| Effective dividend yield, % | 0.0% | 0.0% | 0.0% |
| Repayment of equity per share, EUR | 0.00 | 0.016 | 0.00 |
| Price per earnings (P/E) | -5 | 12 | -60 |
| Number of shares adjusted for share | 44,652,887 | 77,843,064 | 77,961,285 |
| issue (diluted), weighted average | |||
| Number of shares adjusted for share issue | 74,147,405 | 77,903,313 | 78,036,392 |
| (diluted), at end of financial year | |||
| Number of shares adjusted for share issue | 44,652,887 | 75,540,173 | 77,863,691 |
| (undiluted), weighted average | |||
| Number of shares adjusted for share issue | 74,147,405 | 77,128,928 | 78,036,392 |
| (undiluted), at end of financial year |
* The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on distributing a maximum of EUR 1.0 million as dividends at a separately announced date during 2023, should the company's financial position allow.
| Share price development | |||
|---|---|---|---|
| Share price development | |||
| – highest price | 0.50 | 2.85 | 2.07 |
| – lowest price | 0.20 | 0.39 | 0.56 |
| – average price | 0.31 | 1.16 | 0.99 |
| – closing share price at balance sheet date | 0.45 | 1.96 | 0.60 |
| Market capitalisation, MEUR | 33.1 | 150.9 | 46.9 |
| Number of shares traded | 6,891,409 | 20,779,826 | 11,002,725 |
| Shares traded, % of total number of shares | 9.3% | 25.0% | 14.1% |
| Number of shareholders | 1,580 | 4,095 | 4,791 |
| Result for the period | |||||
|---|---|---|---|---|---|
| Return on equity (%) = | ×100 Equity (average of beginning and end of financial year) |
||||
| Capital employed = | Balance sheet total – non-interest-bearing liabilities | ||||
| Return on capital employed (%) = | Result for the year before taxes + interests and other financial expenses |
||||
| Capital employed (average of beginning and end of financial year) | |||||
| Equity | |||||
| Equity ratio (%) = | Balance sheet total – advances received | ×100 | |||
| Interest-bearing liabilities – cash and cash equivalents | |||||
| Gearing (%) = | Equity | ×100 | |||
| Interest-bearing liabilities excluding IFRS 16 - cash and cash equivalents |
×100 | ||||
| Gearing (%) excluding IFRS 16 = | Equity excluding IFRS 16 effect on equity (depreciation, rental expense and interest expense) |
||||
| Interest-bearing net debt = | Interest-bearing liabilities – long-term interest bearing receivables – cash and cash equivalents |
||||
| Interest-bearing net debt excluding IFRS 16 = | Interest-bearing liabilities excluding IFRS 16 – long-term interest bearing receivables – cash and cash equivalents |
||||
| Interest-bearing net debt / | Interest bearing debt – cash and cash equivalents | ||||
| EBITDA (12 months, rolling) = | EBITDA (12 months, rolling) | ||||
| Earnings per share (EPS) = | Result attributable to equity holders of the parent company | ||||
| Weighted average number of outstanding ordinary shares | |||||
| Equity attributable to equity holders of the parent company | |||||
| Equity/share = | Undiluted number of shares outstanding at the end of the financial year |
||||
| Dividend per share | |||||
| Dividend to earnings ratio, % = | Earnings per share | ×100 | |||
| Dividend per share | |||||
| Effective dividend yield, % = | Adjusted share price at the end of the financial year | ×100 | |||
| Share price at the end of the financial year | |||||
| Price per earnings (P/E) = | Earnings per share | ||||
| Dividend per share = | Dividend payable for the period | ||||
| Share-issue adjusted number of shares – own shares |
| EUR 1,000 | Note | 1 Jan–31 Dec 2022 |
1 Jan–31 Dec 2021 |
|---|---|---|---|
| NET SALES | 2 | 122,511 | 141,254 |
| Other operating income | 3 | 93 | 282 |
| Use of materials and supplies* | 4 | -99,904 | -113,785 |
| Employee benefit expenses | 5 | -8,262 | -8,558 |
| Depreciation, amortisation and impairment losses | 6 | -2,813 | -2,967 |
| Other operating expenses* | 4 | -8,217 | -6,602 |
| OPERATING RESULT | 3,408 | 9,625 | |
| Financial income | 7 | 809 | 248 |
| Financial expenses | 7 | -2,294 | -2,017 |
| Share of profit of equity-accounted investees | 16 | 2 | -32 |
| Total financial income and expenses and share of | |||
| profit of equity-accounted investees | -1,483 | -1,800 | |
| RESULT BEFORE INCOME TAX | 1,925 | 7,825 | |
| Income taxes | 8 | -453 | 5,951 |
| RESULT FOR THE PERIOD | 1,472 | 13,776 | |
| OTHER COMPREHENSIVE INCOME | |||
| Other comprehensive income not to be reclassified | |||
| to profit or loss in subsequent periods: | |||
| Remeasurement of defined benefit plans | 23 | -53 | 0 |
| Other comprehensive income to be reclassified to | |||
| profit or loss in subsequent periods: | |||
| Translation differences | 2 | -5 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 1,422 | 13,772 | |
| Result attributable to | |||
| Equity holders of the parent company | -1,041 | 11,798 | |
| Non-controlling interest | 2,513 | 1,979 | |
| Total comprehensive income attributable to | |||
| Equity holders of the parent company | -1,092 | 11,793 | |
| Non-controlling interest | 2,513 | 1,979 | |
| Earnings per share calculated from result attributable to equity holders of the parent company |
|||
| Earnings per share, undiluted, EUR | 9 | -0.01 | 0.16 |
| Earnings per share, diluted, EUR | 9 | -0.01 | 0.15 |
*The grouping of production costs has been changed, and, as a result, 4.2 million from the comparison period 2021 has been transferred from Other operating expenses to Use of materials and supplies.
| EUR 1,000 | Note | 31 December 2022 |
31 December 2021 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 11 | 35,751 | 37,157 |
| Right-of-use assets | 11,13 | 9,179 | 9,676 |
| Goodwill | 12,15 | 899 | 899 |
| Other intangible assets | 12 | 935 | 1,185 |
| Investments in equity-accounted investees | 16 | 176 | 174 |
| Non-current receivables | 17 | 349 | 21 |
| Deferred tax assets | 18 | 6,908 | 6,728 |
| Non-current assets | 54,196 | 55,839 | |
| Current assets | |||
| Inventories | 238 | 122 | |
| Trade and other receivables | 19 | 9,098 | 18,709 |
| Deferred tax assets based on the taxable income for the financial period | 5 | 32 | |
| Cash and cash equivalents | 20 | 6,141 | 7,003 |
| Current assets | 15,482 | 25,866 | |
| TOTAL ASSETS | 69,678 | 81,705 | |
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the parent company | 21 | ||
| Share capital | 4,215 | 4,215 | |
| Share premium reserve | 86 | 86 | |
| Legal reserve | 2,376 | 2,376 | |
| Reserve for invested unrestricted equity | 35,591 | 36,838 | |
| Translation differences | -6 | -8 | |
| Retained earnings | -29,368 | -28,386 | |
| Equity attributable to equity holders of the parent company | 12,894 | 15,121 | |
| Non-controlling interest | 10 | 11,252 | 10,683 |
| Total equity | 24,147 | 25,804 | |
| LIABILITIES Non-current liabilities |
|||
| Other liabilities | 25 | 108 | 106 |
| Financial liabilities | 24 | 15,568 | 25,106 |
| Lease liabilities | 24 | 8,947 | 9,211 |
| Non-current liabilities | 24,623 | 34,423 | |
| Current liabilities | |||
| Deferred tax liabilities based on the taxable income for the financial period | 41 | 253 | |
| Financial liabilities | 24 | 10,004 | 1,924 |
| Lease liabilities | 24 | 550 | 676 |
| Trade payables and other liabilities | 25 | 10,314 | 18,624 |
| Current liabilities, total | 20,908 | 21,478 | |
| Liabilities, total | 45,531 | 55,901 | |
| EQUITY AND LIABILITIES, TOTAL | 69,678 | 81,705 | |
| EUR 1,000 | Note | 1 January–31 December 2022 |
1 Jan–31 Dec 2021 |
|---|---|---|---|
| Cash flow from operating activities | |||
| PROFIT/LOSS FOR THE FINANCIAL PERIOD | 1,472 | 13,776 | |
| Adjustments: | |||
| Depreciation, amortisation and impairment losses | 6 | 2,813 | 2,967 |
| Unrealised foreign exchange gains (-) and losses (+) | -7 | -10 | |
| Other income (-) and expenses (+), non cash | 177 | 685 | |
| Adjustments to financial income (–) or expenses (+) | 7 | 1,485 | 1,768 |
| Adjustments to income tax expense Other adjustments |
8 | 453 -2 |
-5,951 42 |
| Cash flow before changes in working capital | 6,390 | 13,277 | |
| Changes in working capital: | |||
| Increase (-) / decrease (+) in inventories | -116 | -34 | |
| Increase (-) / decrease (+) in non-interest bearing current receivables | 9,512 | -10,028 | |
| Increase (+) / decrease (-) in non-interest bearing current payables Net cash from operating activities before financial items and taxes |
-8,594 7,192 |
6,987 10,202 |
|
| Interest paid | -1,021 | -1,329 | |
| Interest received | 66 | 23 | |
| Other financial items | -210 | -469 | |
| Income taxes paid | -795 | -556 | |
| Cash flow from operating activities | 5,232 | 7,870 | |
| Cash flow from investing activities | |||
| Purchases of property, plant and equipment and intangible assets | -422 | -341 | |
| Proceeds from property, plant and equipment and intangible assets | 0 | 18 | |
| Other investments | -353 | 0 | |
| Acquisition of subsidiaries | 0 | -173 | |
| Cash flow from investing activities | -774 | -497 | |
| Cash flow from financing activities | |||
| Net change in factoring receivables and liabilities | 0 | 517 | |
| Change in credit limit | 466 | -61 | |
| Proceeds from non-current borrowings | 0 | 3 500 | |
| Repayment of non-current borrowings | -1,977 | -6,555 | |
| Repayment of equity | -1,247 | 0 | |
| Repayment of lease liabilities Dividends paid / repayments of equity to minority shareholders |
-620 -1,944 |
-644 -1,129 |
|
| Proceeds from share issue | 0 | -474 | |
| Cash flow from financing activities | -5,323 | -4,845 | |
| Net increase / decrease in cash and cash equivalents | -866 | 2,529 | |
| Cash and cash equivalents at the beginning of the year | 7,003 | 4,471 | |
| Net increase/decrease in cash and cash equivalents | -866 | 2,529 | |
| Translation differences of net increase/ | 4 | 3 | |
| decrease in cash and cash equivalents | |||
| Cash and cash equivalents at the end of the period | 6,141 | 7,003 |
| EUR 1,000 | Equity attributable to equity holders of the parent company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1–12/2022 | Note | Share cap ital |
Share pre mium reserve |
Legal reserve |
Reserve for invested unre stricted equity |
Equity loans |
Trans lation differ ences |
Retained earnings |
Total | Non con trolling interest |
Total equity |
| Equity on 1 Jan 2022 | 4,215 | 86 | 2,376 | 36,838 | 0 | -8 | -28,386 | 15,121 | 10,683 | 25,804 | |
| Comprehensive income |
|||||||||||
| Result for the period | -1,041 | -1,041 | 2,513 | 1,472 | |||||||
| Other comprehensive income |
|||||||||||
| Remeasurement of | |||||||||||
| defined benefit plans | 23 | -53 | -53 | -53 | |||||||
| Translation differences | 2 | 2 | 2 | ||||||||
| Total comprehensive | |||||||||||
| income for the period | 2 | -1,094 | -1,092 | 2,513 | 1,422 | ||||||
| Business transactions with shareholders |
|||||||||||
| Repayment of equity | -1,247 | -1,247 | -1,247 | ||||||||
| Share remuneration | 22 | 126 | 126 | 126 | |||||||
| Other changes | -13 | -13 | -13 | ||||||||
| Dividends | 10 | -1,944 | -1,944 | ||||||||
| Total business transactions | |||||||||||
| with shareholders | -1,247 | 112 | -1,135 | -1,944 | -3,079 | ||||||
| Equity on 31 Dec 2022 | 4,215 | 86 | 2,376 | 35,591 | 0 | -6 | -29,368 | 12,894 | 11,253 | 24,147 |
| EUR 1,000 | Equity attributable to equity holders of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1–12/2021 Note |
Share cap ital |
Share pre mium reserve |
Legal reserve |
Reserve for invested unre stricted equity |
Equity loans |
Trans lation differ ences |
Retained earnings |
Total | Non con trolling interest |
Total equity |
| Equity on 1 Jan 2021 | 4,215 | 86 | 2,376 | 35,550 | 1,250 | -3 | -39,494 | 3,980 | 9,833 | 13,814 |
| Comprehensive | ||||||||||
| income | ||||||||||
| Result for the period | 11,798 | 11,798 | 1,979 | 13,776 | ||||||
| Other comprehensive | ||||||||||
| income | ||||||||||
| Translation differences | -5 | -5 | -5 | |||||||
| Total comprehensive | ||||||||||
| income for the period | -5 | 11,798 | 11,793 | 1,979 | 13,772 | |||||
| Business transactions | ||||||||||
| with shareholders | ||||||||||
| Share remuneration 22 |
-607 | -607 | -607 | |||||||
| Other changes | -83 | -83 | -83 | |||||||
| Dividends 10 |
-1,129 | -1,129 | ||||||||
| Total business transactions | ||||||||||
| with shareholders | -690 | -690 | -1,129 | -1,819 | ||||||
| Hybrid bond | ||||||||||
| conversion to shares 21 |
1,288 | -1,250 | 38 | 38 | ||||||
| Equity on 31 Dec 2021 | 4,215 | 86 | 2,376 | 36,838 | 0 | -8 | -28,386 | 15,121 | 10,683 | 25,804 |
The business idea of Nurminen Logistics is to provide and produce high-quality and customer competitiveness increasing logistics services in Finland and regular international railway line services. The Group's parent company is Nurminen Logistics Plc. The parent company' is domiciled in Helsinki, Finland, and its registered address is Satamakaari 24, 00980 Helsinki, Finland. The parent company is listed on NASDAQ OMX Helsinki Stock Exchange.
Copies of the consolidated financial statements are available on the internet internet at www.nurminenlogistics.com. The consolidated financial statements were authorised for issue by the Board of Directors on 14 March 2023. According to the Finnish Limited Liability Companies Act, shareholders have the right to approve or reject the financial statements in the Annual General Meeting held after the publication of the financial statements. The Annual General Meeting also has the right to decide to amend the financial statements.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) approved in European Union, in accordance with the IAS and IFRS standards and SIC and IFRIC interpretations effective on 31 December 2022. International Financial Reporting Standards are standards and interpretations adopted for application in the European Union in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and Council. The notes to the consolidated financial statements are also in accordance with the Finnish legislation on accounting and entities complementing the IFRS.
The consolidated financial statements are prepared for the calendar year, which is also the financial year of the parent company and Group companies.
The consolidated financial statements have been prepared on the historical cost basis except for the financial assets and financial liabilities measured at fair value through profit or loss.
The financial statements are presented in thousands of euro and the figures are rounded off to the nearest thousand, so the sum of individually presented figures can deviate from the disclosed sums.
The Group has applied the following amendments as of 1 January 2022:
• Annual improvements to IFRSs (2018–2020): Improvement to IFRS 9 Financial Instruments, effective for annual periods beginning on or after 1 January 2022. The improvement clarifies which fees an entity includes when it applies the '10 per cent' test in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the borrower and the lender.
• Improvements to IAS 16 Property, Plant and Equipment, effective for annual periods beginning on or after 1 January 2022. The amendment prohibits deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss. The amendment did not result in adjustments to previously disclosed figures at Nurminen Logistics.
Other new or revised standards or interpretations or annual improvements to standards which became effective for the reporting period that begun on 1 January 2022 did not have a significant impact on the consolidated financial statements of Nurminen Logistics.
The consolidated financial statements include the financial statements of Nurminen Logistics Plc and those of all its subsidiaries. The subsidiaries are entities controlled by the parent company. Nurminen Logistics Plc controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Subsidiaries acquired are included in the consolidated financial statements from the acquisition date that control commences until the date that control ceases.
Acquired subsidiaries are accounted for by using the acquisition method. The consideration transferred, identifiable assets and liabilities assumed of the acquired entity and are measured at their fair values at the acquisition date. Goodwill arising on an acquisition is recognised as the excess of the aggregate of the consideration transferred, the amount of any non-controlling interests and previously held equity interests in the acquiree, over the Group's share of the fair value of the net assets acquired at the acquisition date.
The consideration transferred includes any assets transferred by the acquirer, liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer, measured at fair value. Any contingent consideration related to the business combination is measured at fair value at the acquisition date and it is classified as either liability or equity. Contingent consideration classified as liability is remeasured at its fair value at each balance sheet date and the subsequent changes to fair value are recognised in profit or loss. Contingent consideration classified as equity is not subsequently remeasured. The consideration transferred does not include any transactions accounted for separately from the acquisition, which are treated in conjunction with the acquisition in profit or loss. All acquisition-related costs, with the exception for costs to issue debt or equity securities, are expensed in the periods in which costs are incurred and services rendered.
All intra-group transactions, receivables and liabilities as well as unrealised gains and profit distribution are eliminated in the consolidation. Non-controlling interests are presented as a separate item under equity.
Any non-controlling interest in the acquiree is measured on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets. Changes in the parent company's ownership interest in a subsidiary are accounted for as equity transactions if the parent company retains control over the subsidiary.
The result for the financial year and items recognised in other comprehensive income are allocated to the equity holders of the parent company and non-controlling interests. Total comprehensive income is allocated to the equity holders of the parent company and non-controlling interests, even if that results in a deficit balance, unless non-controlling interests have an exemption not to meet obligations which exceed non-controlling interests' investment. Equity attributable to the non-controlling interest is presented separately under equity in the consolidated balance sheet.
Associates are companies in which the Group has significant influence. Significant influence generally arises when the Group holds 20 to 50 per cent of a company's voting power or the Group otherwise has significant influence but not power to govern the financial and operating policies of an entity. Associates are consolidated using the equity method. When the Group's share of an associate's losses exceeds the carrying amount of the interest, the interest is recognised at zero value in the balance sheet and recognition of further losses is discontinued, except to the extent that the Group has committed to settle the associate's obligations. Investment in an associate includes goodwill arisen on acquisition. Unrealised gains resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate. The Group's share of an associate's result for the financial year is disclosed separately after financial items in the consolidated statement of comprehensive income.
Items included in the financial statements of each subsidiary in the Group are determined using the currency reflecting the primary economic environment of that subsidiary ("the functional currency"). The consolidated financial statements are prepared in euro which is the functional and presentation currency of the parent company and the presentation currency of the consolidated financial statements.
Foreign currency transactions of the Group companies are translated into functional currencies using the exchange rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated using the balance sheet date exchange rates and non-monetary assets and liabilities that are measured at historical cost are translated using the transaction date exchange rates. Gains and losses arising from the translation are recognised in the consolidated statement of comprehensive income.
In the preparation of consolidated financial statements, income and expenses for the income statements and for the statements of comprehensive income of those foreign Group companies whose functional currency is not euro, are translated into euro by using the average exchange rate for the financial year and the balance sheets are translated at the exchange rate at the balance sheet date. Translation differences arising from such translation are recognised in equity. Retranslating the result and the total comprehensive income for the financial year using different exchange rates for the statement of comprehensive income and for the balance sheet causes a translation difference recognised in Group's equity, the change in this translation difference is recognised under other comprehensive income. Respectively, foreign currency differences arising from the elimination of the costs of foreign subsidiaries, and from the retranslation of post-combination equity components in subsequent periods, are recognised in other comprehensive income. When a foreign operation is sold or is otherwise disposed of, in part or in full, the accumulated foreign currency differences are recognised in the statement of comprehensive income as part of the gain or loss on sale for the disposed part.
Items of property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. The cost includes all expenditure directly attributable to the acquisition of the asset. The borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period to get ready for its intended use or sale, are capitalised as part of the carrying amount of the asset. Subsequent costs are recognised in the carrying amount of the item only if it is probable that future economic benefits associated with the asset will flow to the Group and its cost can be measured reliably. Other repair and maintenance costs are expensed as incurred.
Property, plant and equipment are depreciated using the straightline method over their estimated useful lives, which are the following:
| Buildings | 30–40 years |
|---|---|
| Transport equipment | 5–8 years |
| Machinery and equipment | 3–10 years |
| ICT equipment | 3 years |
| Software | 5–10 years |
Land is not depreciated.
Recognition of depreciation on an item of property, plant and equipment is discontinued when the item is classified as held for sale in accordance with IFRS 5 standard. Non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell. Gains and losses on the disposal of assets are reported as the difference between selling price and carrying amount, and the gains and losses are included in other operating income and expenses in the income statement.
Useful lives and residual values are reviewed at every balance sheet date. Changes in the future economic benefits to be received from the items of property, plant and equipment are accounted for by adjusting the useful lives and residual values of the items in question. Gains and losses arising from sale and disposal of property, plant and equipment are included in other operating income or in other operating expenses.
Goodwill arising on business combinations is recognised as the excess of the aggregate of the consideration transferred, the amount of non-controlling interest in the acquiree and the value of any previously held equity interest over the fair value of the acquired net assets.
Goodwill is not amortised but it is tested at least annually for impairment. Goodwill is carried at historical cost less accumulated impairment losses.
Research costs are expensed in the financial year in which they are incurred. Development costs are capitalised when certain criteria are met.
An intangible asset is recognised in the balance sheet only if its cost can be measured reliably and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.
An intangible asset is measured at historical cost less amortisation and any impairment losses. Group's intangible assets include mainly IT software which is amortised on a straight-line basis over 5 to 7 years.
The Group assesses, at every balance sheet date, if there are any indications of impairment of property, plant and equipment or intangible assets. In case such indications exist, the asset's recoverable amount is estimated. If the carrying amount of an asset exceeds its recoverable amount, the impairment loss is recognised in the income statement. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
As to goodwill, the recoverable amount is estimated at least annually irrespective of whether indications of impairment exist. Impairment is assessed at a cash-generating unit level, i.e. at the lowest level for which there are separately identifiable, mainly independent cash flows. In impairment testing of goodwill, the recoverable amount is based on value in use, i.e. on the estimated discounted future net cash flows.
At the recognition of the impairment loss the asset's useful life is re-estimated. The recognised impairment loss is reversed if the estimates used to determine the asset's recoverable amount have changed. The reversal of the impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset. An impairment loss on goodwill is never reversed.
Impairment policies are based on expected credit loss models. Impairment models apply to cash and cash equivalents, such as rental, sales and factoring receivables and loan receivables.
Financial assets of Nurminen Logistics are classified according to IFRS 9 into the following categories: financial assets at amortised cost and financial assets at fair value through profit or loss. The classification of financial assets is made at initial recognition of financial assets and is based on the business model applied by the company for the holding of financial assets and the nature of contractual cash flows.
Measurement of a financial asset at amortised cost requires the contractual cash flows to consist solely of interest and the repayment of principal (the so-called SPPI criterion). Compliance with the SPPI criterion is assessed on a per-instrument basis. If the SPPI criterion is not met, financial assets are measured at fair value through profit or loss.
Financial assets are classified as current assets if they have a maturity of less than 12 months and are expected to be disposed of within 12 months. Otherwise, the item is presented as non-current assets. Transaction costs are included in the original carrying amount of the financial assets in the case of an item measured at amortised cost. Purchases and sales of financial instruments are recognised on the settlement date. The fair values of financial instruments are determined using discounted cash flows.
An item of financial assets is measured at amortised cost if the business model requires the collection of fixed or predetermined cash flows. They consist of repayments of capital and interest on capital and arise when the Group provides loans or provides products and services directly to debtors. If an item of financial assets does not meet the above conditions, it is measured at fair value. The Group typically recognises rental, factoring and trade receivables as well as loan receivables at amortised cost.
If a financial asset is not measured in accordance with the above criteria, it is measured at fair value, and changes in fair value are recognised through profit or loss or they are measured at fair value through other comprehensive income. The company had fund investments in 2022, which have been valued at fair value in the income statement.
In accordance with IFRS 9, Nurminen Logistics recognises expected credit losses on cash classified at amortised cost. According to this model, expected loan losses based on an individual counterparty default risk assessment. The Group uses a simplified method for recognising credit losses permitted by the standard, in which case the Group recognises the expected credit loss over the life of the contract. The change in expected credit losses recorded at each reporting date reflects the change in the credit risk of the financial assets from the initial recognition. A credit loss transaction is no longer required to record a credit loss. Recognising the amount of expected credit loss and a proactive provision for impairment is based on the management's best estimate of future credit losses. Customer receivables and the related credit loss risk are actively monitored by the company, and decisions on measures to secure the receivables are made, if necessary. When the amount of provision for credit loss is estimated on a case-by-case basis, any collateral or insurance, the customer's financial position and previous payment behaviour are taken into consideration.
Financial assets are derecognised when the Group loses its contractual right to receive cash flows or when it has transferred a significant part of the risks and rewards of ownership. An impairment loss is recognised immediately in profit or loss, depending on the item, either in other operating expenses or in financial items.
Cash and cash equivalents comprise cash balances and bank accounts as well as highly liquid investments with original maturities of three months or less at the acquisition date.
The financial liabilities of Nurminen Logistics are classified to the following categories: financial liabilities at fair value through profit or loss and financial liabilities measured at amortised cost (other financial liabilities). The former category includes derivatives entered into by the Group, to which hedge accounting is not applied and that are not financial guarantee contracts. They are classified as heldfor-trading instruments. The financial liabilities in this category are initially measured at fair value and are subsequently re-measured at their fair values. Gains and losses arising from derivatives' fair value changes, both unrealised and realised, are recognised in profit or loss in the period in which they occur. Fair values are determined by discounting the instruments' cash flows.
Other financial liabilities are measured at fair value upon initial recognition. Transaction costs are included in the original carrying amount. Subsequently other financial liabilities are measured at amortised cost using the effective interest rate method.
A financial liability is classified as current if the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. A financial liability (or part of the liability) is not derecognised until the liability has ceased to exist, that is, when the obligation identified in a contract has been fulfilled or cancelled or is no longer effective.
The company's revenue consists mainly of forwarding services, railway transport and terminal services. The company also receives income from short- and long-term warehousing services. Revenue is recognised as goods are assigned to customer or service is concluded: as performance obligations are met and customer obtains the goods or services within the performance obligation. Revenue is recognised with the same price that the company expects to be entitled to, with sales taxes and other possible compensations deducted from the price. The prices for company's services are fixed and generally contain no variable components.
Revenue recognition principles have been described below:
The company provides international railway transport services with various types of wagons in which the goods are delivered to destination. The contract price of trains or containers en route at the end of the period is recognises as revenue over time, corresponding to the time en route on the closing date relative to the total delivery time. The service is a singular contract obligation, which includes transport service to the destination, and the contract price is allocated in full to that obligation.
The principle of revenue recognition over time has been amended. It will be first applied concerning the trains or containers en route at the end of the 2022 financial year and thereafter half-yearly, based on the IFRS 15 criterion that the performance obligation is fulfilled over time when performing a transport service, and the amendment does not have a material impact on result.
Forwarding service agreement consists of actions necessary for importing, exporting and customs duties. As whole they compile the performance obligation towards customer, which is usually concluded within a month from the signing of the agreement. The company recognises revenue from agreement price when the delivery orders connected to import or export have been received and authority over the goods is transferred to customer or other party. The entire contract price is allocated to a single performance obligation.
Terminal services consist of handling of goods at the arrival or departure of goods. The definite content of service is defined at contract level. Terminal service agreement is an entity to which the contract price is allocated. The contract price is recognised when the work on handling goods has been completed.
Warehousing services consist of renting space from terminal or terminal area for short or long term holding of goods. The warehousing agreement is an entity to which the contract price is allocated. Profits from warehousing services are recognised over the time during the lease period for which the customer benefits from the service. Lease income is processed according to IFRS 15 standard when the customer is not given control over the leased space.
Trade receivable is a transaction price to which the company has an unconditional right
Trade receivables are non-interest bearing and are typically from 14 to 60 days, corresponding to the average payment terms.
Contract assets or contract liabilities
Due to the nature of the business, the company does not have contract assets or contract liabilities.
The pension arrangements of Nurminen Logistics have been classified as defined contribution plans.
Payments to defined contribution plans are recognised as an expense in the income statement in the period to which they relate. In defined contribution plans the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligation to pay further amounts in case the separate entity receiving the contributions fails to pay out the pension benefits.
Defined benefit pension plans are insured by a life insurance company, and in addition to the old-age pension benefit, the additional pension insurance covers any survivor's pension benefit and burial grant benefit. Additional defined benefit pension obligations are measured based on calculations by independent actuaries. According to the measurement principles, assets are measured at fair value on the closing date, costs according to the calculation method and recognised in profit or loss, in addition interest is recognised in financial items and actuarial gains and losses caused by the remeasurement of the defined benefit net debt in comprehensive income, and these items will not subsequently be reclassified in profit or loss. The defined benefit pension plan is described in more detail in Note 23.
Starting from 2022, Nurminen Logistics has two share-based incentive programmes for the company's key personnel: Performance Share Plan 2022–2026 and Restricted Share Plan 2022–2026. More details on the share-based incentive schemes are presented in Note 22.
The rewards will be paid partly in Nurminen Logistics shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and tax-related expenses arising from the rewards to the participants. In general, no reward is paid if the participant's employment or director contract terminates before the reward payment.
The amount of remuneration paid based on the share-based incentive scheme will be cut if the maximum value for remuneration paid for the earning periods 2022–2024 set by the Board of Directors is reached.
The Nurminen Logistics Management Team member is obliged to hold 50 per cent of the received net reward shares, until the total value of the Management Team member's shareholding in Nurminen Logistics equals to 50 per cent of their annual base salary of the preceding year. Respectively, the CEO is obliged to hold 50 per cent of the received net reward shares, until CEO´s shareholding in Nurminen Logistics equals to 100 per cent of the CEO´s annual base salary of the preceding year. Such number of Nurminen Logistics shares must be held as long as the membership in the Management Team or the position as the CEO continues.
Share-based transactions paid in cash include arrangements in which the company has granted the persons a right to future cash payments by granting them a right to shares that can be redeemed at the request of either the company or the employee. A liability resulting from such an arrangement is measured at fair value at the end of each reporting period and on the day of settling the debt, and changes in fair value are recognised in profit or loss for the period in question. The benefits granted in the scheme are measured at fair value upon granting and expensed in the income statement over the vesting period.
The income tax expense in the statement of comprehensive income comprises the current tax, adjustments to previous periods' taxes as well as changes in deferred taxes. Income taxes are recognised in profit or loss except when they relate to other comprehensive income or equity, while income taxes are recognised within the respective items. Current tax is calculated based on taxable income using tax rates enacted in each country.
Deferred tax assets and deferred tax liabilities are calculated for temporary differences between the amounts of assets and liabilities used for taxation purposes and the carrying amounts for financial reporting purposes under IFRS. The principal temporary differences arise from financial instruments measured at fair value through profit or loss and depreciation related to component accounting. Deferred taxes are measured at the tax rate that has been enacted or substantially enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax liabilities are recognised in the statement of financial position in full.
IFRS 16 requires lessees to recognise all leases in the balance sheet on a right-of-use basis. Leased assets are treated during the lease term on the same basis as owner-occupied assets and the right-of-use assets recognised for them on the balance sheet are amortised based on the defined lease term. The debt based on the present value of the rent is reduced as the rent is paid. The group's right-of-use assets are comprised of the IFRS 16 lease liabilities concerning land and water areas, buildings and machinery and equipment.
Because of its industry and business model, Nurminen Logistics primarily is the lessee in the contracts. The company primarily applies the standard to leases on land areas, premises and terminal properties, as well as terminal machinery and equipment. In determining the term of a lease, the company has exercised discretion in estimating the probability of exercising the extension options of leases and included the terms covered by the option in the term of the lease, if exercising the option is reasonably certain.
Leases are distinguished from service contracts using a control model. When the arrangement includes a specific asset that is under the control of the customer, it is a lease. The contract is recognised in the balance sheet as a non-current asset and a liability arising therefrom. Service contracts are recognised as an expense in the income statement.
At the commencement date of the agreement, Nurminen Logistics values the lease liability at the present value of the rent outstanding at that date. Payments include fixed rentals and residual value guarantees less any available lease incentives. The company considers lease termination charges as part of the lease payments if it has considered the option to terminate during the lease term. VAT is not included in the amount of the lease liability and management and maintenance fees and other payments of a service nature are generally treated as an expense that cannot be capitalised in the balance sheet. Interest expenses are recognised through profit or loss over the term of the lease and the right-of-use asset is amortised using the straight-line method over the term of the lease
Rents are discounted using the company's estimated incremental borrowing rate. The standard defines the incremental borrowing rate as the interest that the lessee would have to pay on borrowing for the same period and with similar collateral to acquire the asset at the cost of the underlying asset.
Nurminen Logistics records the lease at the commencement date of the lease, i.e. the date on which the lessor transfers the asset to the control of the company. The property, plant and equipment are measured at cost less accumulated depreciation and impairment losses and adjusted for any subsequent revaluation of the lease liability. The original cost equals the original lease liability. The rightof-use assets are subject to impairment testing.
Nurminen Logistics does not treat short-term leases of less than 12 months or low value assets as property, plant and equipment, but recognises the resulting rental expense in the income statement. Contracts of minor value primarily include IT and office hardware, company cars and small office spaces. Fixed-term leases are dealt with by the company within the term of a non-cancellable lease term and are subject to any subsequent option periods when the company has reasonable assurance that they will be exercised. The management exercises discretion in assessing the term of leases valid until further notice, which is based on the company's strategic situation and market conditions, as well as the costs that would be incurred if the leased commodity was replaced by another commodity.
Leases in which Nurminen Logistics is the lessor are operating leases and are recognised in the income statement on a straightline basis over the lease term.
The remaining liabilities for leases that do not include property, plant and equipment assets and lease liabilities are disclosed in Note 26 as off-balance sheet liabilities.
The operating profit is the total of sales and other operating income from which expenses for material and services, employee benefits and other operating expenses as well as depreciation, amortisation and impairment losses on non-current assets are subtracted. Foreign currency differences arising from working capital items are included in the operating result, whereas foreign currency differences from financial assets and financial liabilities are included in financial income and expenses.
A hybrid bond is recognised in shareholders' equity after equity belonging to shareholders. The bond holders do not have any rights equivalent to ordinary shareholders. The company has no contractual obligation to repay the loan capital or the interest on the loan. The hybrid bond is initially recognised at fair value less transaction cost and subsequently the bond is measured at cost. If interest is paid to the hybrid bond, it is recognised directly in retained earnings.
The preparation of IFRS financial statements requires the company's management to make certain estimates and assumptions and discretion in the application of accounting principles. The estimates and assumptions made affect the reported amounts of assets and liabilities in the balance sheet as well as the income and expenses in the income statement.
In business combinations fair values of the items of property, plant and equipment and intangible assets are estimated and the depreciation and amortisation periods for the assets are determined. The determination of fair value of intangible assets is based on estimates about future cash flows to be generated by these assets. Goodwill is tested for impairment annually. Management's judgment must be used in determining the cash-generating units for goodwill testing. The recoverable amounts of the cash-generating units are determined based on value in use. The preparation of these calculations requires use of estimates. In calculation of value in use estimates are made about future cash flows and discount rate to be used. Estimates are based on budgets and forecasts, which contain some degree of uncertainty.
The recognition and measurement of deferred taxes requires the company's management to make estimates, especially in the case of a deferred tax asset recognised based on the Group companies' losses or another temporary difference for which a deferred tax asset is recognised. Due to uncertainty regarding use of confirmed losses, the Group recognises deferred tax assets in the consolidated balance sheet by the principle of prudence.
Property, plant and equipment as well as intangible assets are reviewed annually as to whether any indications exist that these assets might be impaired. If indications exist, the asset's recoverable amount is estimated.
Items of property, plant and equipment as well as intangible assets are depreciated and amortised over their estimated useful lives. The useful lives are reviewed regularly. The management reviews regularly, whether if certain items to be divested will not meet the criteria of IFRS 5 standard for probability of divestment of an asset within 12-month period from classifying these assets as non-current assets held for sale. If indications exist, the asset is derecognised from non-current assets held for sale.
Estimates made in preparing the financial statements are based on the management's best view and the information available at the balance sheet date. Estimates and assumptions are based on experience and other factors that are considered the best view in measuring such assets and liabilities, whose values cannot be derived from other sources. The estimates concerning the future are based on assumptions that are regarded as the most probable at the balance sheet date relating to the expected development of the financial environment of Nurminen Logistics and assumptions about the development of sales and cost level. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed continuously. The realisation of estimates and assumptions and the changes in underlying factors are reviewed regularly by using both external and internal sources of information. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only the period in question. If the revision to accounting estimate affects both the period in which the estimate is revised and future periods, the revision is recognised respectively in the period in question and in future periods.
The International Accounting Standards Board has announced the following new or revised standards and interpretations, which the Group has not yet adopted but which are estimated to have an impact on the Group's financial statements. The Group will apply each standard and interpretation as of its effective date or, if the effective date is some other date than the first day of the accounting period, as of the beginning of the financial year following the effective date. New standards and amendments to existing standards coming into effect in the fiscal year starting 1.1.2023 or later are the following:
• Amendments to IAS 1 Presentation of Financial Statements and the Making Materiality Judgements statement, effective from 1 January 2023. Significant accounting principles will be replaced with material accounting principles. The aim of the amendment is to help the company to present the accounting principles which are material to understanding the company's financial statements information.
• Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, effective from 1 January 2023. The amendments clarify the differences between accounting estimates and changes in accounting policies and the correction of errors. The amendment clarifies that the impacts of new information or change in measurement method on an accounting estimate are changes in accounting estimates if they are not caused by correcting errors in previous periods.
• Amendments to IAS 12 Income Taxes, effective from 1 January 2023. Going forward, deferred taxes are recognised based on assets and liabilities arising from a single transaction. The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. The amendment restricts the scope of application of the initial recognition exemption of deferred taxes so that it is no longer applied to transactions that give rise to equal taxable and deductible temporary differences. It applies to assets and liabilities arising from individual transactions, such as right-of-use assets and lease liabilities, or restoration obligation and corresponding asset if their deferred taxes are not equal. In the balance sheet these can be netted, but in the notes they are presented as gross.
• Amendments to IAS 1 Presentation of Financial Statements, effective from 1 January 2024. The amendments clarified how an entity classifies debt and other financial liabilities as current or non-current by clarifying, for example, what the right to postpone settling the debt at the end of the reporting period if it meets the defined conditions on the reporting date means. The probability of the Group exercising its right to postpone does not affect the classification of a liability as current or non-current.
The adoption of the standards listed above is not expected to have an impact on Nurminen Logistics Plc's financial statements in subsequent periods.
The impacts of the COVID-19 pandemic are still visible in China, reducing the demand in the Trans-Caspian route. The pandemic is not estimated to have a major impact on operational business and development projects.
World trade weakening from the current situation as a consequence of the war in Ukraine may have a negative impact on the demand for the company's services and thereby result. In addition, in the railway business, food supply-related fertilisers critical to the world or metals required for the green transition being subjected to Western sanctions due to the war in Ukraine would have a negative impact on the business of the acquired company Operail Finland Oy.
The interim reports and financial statements release for the 2022 financial year are unaudited.
The effects of the IFRS 15 standard are described in the section on calculation principles.
| EUR 1,000 | 1.1.–31.12.2022 | 1 Jan–31 Dec 2021 |
|---|---|---|
| Recognised over time | 4,465 | 3,969 |
| Recognised at a specific time | 118,047 | 137,286 |
| Revenue from contracts with customers | 122,511 | 141,254 |
Net sales are distributed geographically between Finland, Russia and the Baltics.
| EUR 1,000 | Finland | Russia | Baltic countries | Total |
|---|---|---|---|---|
| Net sales | 59,223 | 974 | 62,314 | 122,511 |
| Non-current assets | 53,822 | 13 | 362 | 54,196 |
| EUR 1,000 | Finland | Russia | Baltic countries | Total |
|---|---|---|---|---|
| Net sales | 71,392 | 1,373 | 68,489 | 141,254 |
| Non-current assets | 55,575 | 4 | 260 | 55,839 |
The Chinese and Asian container traffic operations account for EUR 23.5 million (46.8), or 19 per cent (33%) of the Group's net sales.
Multimodal services account for EUR 16.3 million (11.2), or 13 per cent (8%) of the Group's net sales.
Cargo services account for EUR 19.8 million (14.6), or 16 per cent (10%) of the Group's net sales.
The Baltic operations account for EUR 62.3 million (68.5), or 51 per cent (48%) of the Group's net sales.
In 2022, the Group did not have any single customer exceeding 10% of the Group net sales. In 2021, the Group did not have any single customer exceeding 10% of the Group net sales.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Gains from sale of property, plant and equipment | 1 | 9 |
| Rental income | 43 | 255 |
| Other items | 50 | 18 |
| Total | 93 | 282 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Use of materials and supplies* | 99,904 | 113,785 |
| Expenses relating to short term low value leases * | 1,706 | 1,109 |
| Administrative expenses | 3,892 | 3,108 |
| Other cost items* | 2,620 | 2,385 |
| Total other operating expenses | 8,217 | 6,602 |
*The grouping of production costs has been changed, and, as a result, EUR 4.2 million from the comparison period 2021 has been transferred from Other cost items to Use of materials and supplies.
The repayments of lease liabilities in the cash flow from financing activities amounted to EUR 620 thousand in 2022 and EUR 644 thousand in 2021.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Auditing | 152 | 152 |
| Other services | 10 | 31 |
| Total | 163 | 183 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Salaries and fees | 6,920 | 6,662 |
| Pension expenses, defined contribution plans | 957 | 986 |
| Pension expenses, defined benefit plans | -12 | 0 |
| Other social security costs | 272 | 254 |
| Share-based payments | 126 | 655 |
| Total | 8,262 | 8,558 |
Information on the management remuneration is presented in Note 29. Related party transactions. Information on the share-based payments is presented in Note 22. Share-based payments.
| 2022 | 2021 | |
|---|---|---|
| Total | 141 | 145 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Intangible assets | ||
| Intangible rights | 3 | 0 |
| Other capitalised long-term expenditure | 334 | 387 |
| Impairment losses | 10 | 129 |
| Total | 347 | 517 |
| Property, plant and equipment | ||
| Buildings | 1,601 | 1,570 |
| Machinery and equipment | 61 | 72 |
| Other tangible assets | 34 | 35 |
| Total | 1,696 | 1,676 |
| Amortisation of right-of-use assets (IFRS 16) | 770 | 774 |
| Total | 2,813 | 2,967 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Financial income | ||
| Interest income | 70 | 23 |
| Exchange rate gains | 738 | 225 |
| Total financial income | 809 | 248 |
| Financial expenses | ||
| Interest expenses | 980 | 998 |
| Exchange rate losses | 867 | 235 |
| Financial expenses on lease liabilities (IFRS 16) | 329 | 324 |
| Other financial expenses | 118 | 459 |
| Total financial expenses | 2,294 | 2,017 |
Items above the operating profit include exchange rate differences totalling EUR -318 thousand in 2022 and EUR -127 thousand in 2021.
The income tax expense in the statement of comprehensive income consists of the following:
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Current tax expense | -607 | -777 |
| Other direct taxes | -2 | 0 |
| Deferred taxes, net | 157 | 6,728 |
| Total | -453 | 5,951 |
The reconciliation between the income tax expense recognised in the consolidated statement of comprehensive income and the taxes calculated using the Finnish corporate tax rate (20.0%):
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Result before income tax | 1,925 | 7,825 |
| Corporate tax rate | 20% | 20% |
| Income tax calculated using the Finnish corporate tax rate | -385 | -1,565 |
| Adjustments | ||
| Effect of tax rates used in foreign subsidiaries | 507 | 233 |
| Unrecognised deferred tax assets on losses | -784 | -1 |
| Non-deductible expenses | -45 | -45 |
| Use of previously unrecognised tax losses | 78 | 496 |
| Recognised deferred tax assets on losses | 55 | 6,617 |
| Other differences | 121 | 216 |
| Total adjustments | -68 | 7,516 |
| Income tax expense in the income statement | -453 | 5,951 |
| 2022 | 2021 | |
|---|---|---|
| Result attributable to the equity holders of the parent company (EUR 1,000) | -1,041 | 11,798 |
| Weighted average number of shares, undiluted | 77,863,691 | 75,540,173 |
| Earnings per share, undiluted, EUR | -0.01 | 0.16 |
| Result attributable to the equity holders of the parent company (EUR 1,000) | -1,041 | 11,798 |
| Weighted average number of shares, diluted | 77,961,285 | 77,843,064 |
| Earnings per share, diluted, EUR | -0.01 | 0.15 |
The companies belonging to the Nurminen Logistics Group are the following:
| Subsidiaries | Domicile | Ownership (%) | Share of votes (%) |
|---|---|---|---|
| Nurminen Logistics Services Oy | Finland | 100.0% | 100.0% |
| Kiinteistö Oy Kotkan Siikasaarentie 78 | Finland | 100.0% | 100.0% |
| Kiinteistö Oy Luumäen Suoanttilantie 101 | Finland | 100.0% | 100.0% |
| Kiinteistö Oy Vainikkalan Huolintatie 13 | Finland | 100.0% | 100.0% |
| OOO Nurminen Logistics | Russia | 100.0% | 100.0% |
| Kiinteistö Oy Helsingin Satamakaari 24 | Finland | 51.0% | 51.0% |
| Nurminen Maritime Latvia SIA | Latvia | 51.0% | 51.0% |
| Nurminen Maritime UAB | Lithuania | 51.0% | 51.0% |
NR Rail Oy was dissolved through liquidation proceedings in January 2022 and RW Logistics Oy in December 2022.
| Associates and joint ventures | Domicile | Ownership (%) | Share of votes (%) |
|---|---|---|---|
| Pelkolan Terminaali Oy | Finland | 20.0% | 20.0% |
The Group has 3 subsidiaries with material non-controlling interests.
The following is summarised financial information for the subsidiaries with material non-controlling interests.
The information is before intra-Group eliminations. The profit assets of the Latvian subsidiary are 2,061 thousand euros. No deferred tax liabilities have been recorded for this, as profits will not be distributed in the foreseeable future. If the profits were distributed entirely as dividends, the tax effect would be 412 thousand euros.
| 2022 | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| EUR 1,000 | Kiinteistö Oy Helsingin Satamakaari 24 |
Nurminen Maritime Latvia SIA |
Nurminen Maritime UAB |
Total | Kiinteistö Oy Helsingin Satamakaari 24 |
Nurminen Maritime Latvia SIA |
Nurminen Maritime UAB |
Total |
| Summary of comprehensive income statement | ||||||||
| Net sales | 2,570 | 34,068 | 28,246 | 64,884 | 2,491 | 16,699 | 51,791 | 70,981 |
| Profit before taxes | 299 | 1,573 | 3,844 | 5,717 | 68 | 57 | 4,666 | 4,790 |
| Income taxes | -17 | 29 | 578 | 590 | -18 | 71 | 702 | 754 |
| Comprehensive | ||||||||
| income | 316 | 1,544 | 3,266 | 5,126 | 86 | -14 | 3,964 | 4,035 |
| Total comprehensive income attributable |
||||||||
| to NCI | 155 | 757 | 1,602 | 2,513 | 42 | -7 | 1,944 | 1,979 |
| Summary of balance sheets | ||||||||
| Current assets | 1,185 | 3,999 | 4,204 | 9,389 | 441 | 2,776 | 6,845 | 10,062 |
| Non-current assets | 39,964 | 179 | 183 | 40,325 | 39,995 | 115 | 145 | 40,255 |
| Current liabilities | 1,323 | 1,939 | 936 | 4,198 | 1,237 | 2,183 | 2,942 | 6,361 |
| Non-current | ||||||||
| liabilities | 22,251 | 0 | 131 | 22,382 | 21,940 | 14 | 30 | 21,984 |
| Net assets | 17,575 | 2,239 | 3,320 | 23,134 | 17,259 | 695 | 4,018 | 21,972 |
| Equity attributable | ||||||||
| to NCI | 8,527 | 1,098 | 1,628 | 11,252 | 8,372 | 341 | 1,970 | 10,683 |
| Summary of cash flows | ||||||||
| Cash flow from | ||||||||
| operating activities | 1,877 | 731 | 3,393 | 6,001 | 1,742 | 541 | 3,678 | 5,961 |
| Cash flow from | ||||||||
| investing activities Cash flow from |
0 | -133 | -122 | -255 | 0 | -62 | -44 | -106 |
| financing activities | -1,100 | -40 | -3,991 | -5,131 | -1,369 | -240 | -2,126 | -3,734 |
| Net increase/ | ||||||||
| decrease in | ||||||||
| cash and cash | ||||||||
| equivalents | 778 | 557 | -720 | 615 | 373 | 239 | 1,509 | 2,121 |
| Dividends paid to | ||||||||
| NCI during the year | 0 | 0 | 1,944 | 1,944 | 0 | 99 | 1,030 | 1,129 |
| Land and bodies |
Land and bodies of water, |
Build ings, |
Machin ery and equip |
Machin ery and equip ment, |
Other tangible |
Prepay ments and acquisitions |
|||
|---|---|---|---|---|---|---|---|---|---|
| EUR 1,000 | of water | IFRS 16 | Buildings | IFRS 16 | ment | IFRS 16 | assets | in progress | Total |
| 2022 | |||||||||
| Cost at 1 January | 247 | 8,978 | 47,163 | 8,032 | 17,275 | 1.780 | 881 | 106 | 84,462 |
| Additions | 49 | 141 | 208 | 10 | 173 | 582 | |||
| Transfers between | |||||||||
| asset categories | 29 | 34 | 13 | -76 | 0 | ||||
| Disposals | -61 | -61 | -122 | ||||||
| Cost at 31 December | 247 | 8,978 | 47,163 | 8,081 | 17,385 | 1,961 | 904 | 203 | 84,922 |
| Accumulated depreciation and impairment losses |
|||||||||
| at 1 January | -422 | -10,673 | -7,631 | -17,120 | -1,062 | -723 | -37,631 | ||
| Depreciation for the period | -306 | -1,601 | -88 | -61 | -376 | -34 | -2,466 | ||
| Accumulated depreciation | |||||||||
| for disposals and transfers | 61 | 42 | 103 | ||||||
| Accumulated depreciation and impairment losses |
|||||||||
| at 31 December | -727 | -12,274 | -7,720 | -17,120 | -1,395 | -757 | -39,993 | ||
| Carrying amount | |||||||||
| at 1 Jan 2022 | 247 | 8,556 | 36,490 | 401 | 156 | 718 | 158 | 106 | 46,831 |
| Carrying amount | |||||||||
| at 31 Dec 2022 | 247 | 8,251 | 34,889 | 362 | 265 | 566 | 147 | 203 | 44,929 |
Kiinteistö Oy Helsingin Satamakaari 24 was consolidated into the Group in accordance with IAS 16 Property, Plant and Equipment.
Kiinteistö Oy Luumäen Suoanttilantie property, EUR 897 thousand, was previously categorised as held for sale. It was recategorised into fixed assets in 2021. The property has been leased out.
| at 31 Dec 2021 | 247 | 8,556 | 36,490 | 401 | 156 | 718 | 158 | 106 | 46,831 |
|---|---|---|---|---|---|---|---|---|---|
| Carrying amount at 1 Jan 2021 Carrying amount |
247 | 8,862 | 37,162 | 474 | 181 | 1,047 | 168 | 7 | 48,148 |
| at 31 December | -422 | -10,673 | -7,632 | -17,120 | -1,062 | -723 | -37,631 | ||
| Accumulated depreciation and impairment losses |
|||||||||
| for disposals and transfers | 19 | 61 | 80 | ||||||
| Depreciation for the period Accumulated depreciation |
-306 | -1,570 | -74 | -72 | -395 | -35 | -2,450 | ||
| at 1 January | -116 | -9,104 | -7,558 | -17,067 | -728 | -687 | -35,260 | ||
| Accumulated depreciation and impairment losses |
|||||||||
| Cost at 31 December | 247 | 8,978 | 47,163 | 8,032 | 17,275 | 1,780 | 881 | 106 | 84,462 |
| Disposals | -48 | -114 | -162 | ||||||
| Transfers between asset categories |
-76 | 85 | 22 | -79 | -47 | ||||
| plant and equipment | 897 | 897 | |||||||
| for sale to property, | |||||||||
| Transfer from IFRS 5 Non-current assets held |
|||||||||
| Additions | 150 | 35 | 3 | 177 | 365 | ||||
| Cost at 1 January | 247 | 8,978 | 46,266 | 8,032 | 17,248 | 1,774 | 856 | 7 | 83,408 |
| 2021 |
| EUR 1,000 | Goodwill | Intangible rights | Other intangible assets |
Total |
|---|---|---|---|---|
| 2022 | ||||
| Cost at 1 January | 6,171 | 838 | 5,597 | 12,606 |
| Additions | 26 | 72 | 98 | |
| Cost at 31 December | 6,171 | 863 | 5,669 | 12,703 |
| Accumulated depreciation and | ||||
| impairment losses at 1 January | -5,271 | -836 | -4,415 | -10,522 |
| Depreciation for the period | -3 | -334 | -337 | |
| Impairment losses | -10 | -10 | ||
| Accumulated depreciation and | ||||
| impairment losses at 31 December | -5,271 | -839 | -4,759 | -10,869 |
| Carrying amount at 1 Jan 2022 | 899 | 2 | 1,183 | 2,084 |
| Carrying amount at 31 Dec 2022 | 899 | 24 | 911 | 1,834 |
| 2021 | ||||
| Cost at 1 January | 6,171 | 838 | 5,728 | 12,736 |
| Additions | 11 | 11 | ||
| Transfers between asset categories | 100 | 100 | ||
| Disposals | -241 | -241 | ||
| Cost at 31 December | 6,171 | 838 | 5,597 | 12,606 |
| Accumulated depreciation and | ||||
| impairment losses at 1 January | -5,271 | -836 | -4,055 | -10,162 |
| Depreciation for the period | -387 | -387 | ||
| Impairment losses | -129 | -129 | ||
| Accumulated depreciation for | ||||
| disposals and transfers | 157 | 157 | ||
| Accumulated depreciation and | ||||
| impairment losses at 31 December | -5,271 | -836 | -4,415 | -10,522 |
| Carrying amount at 1 Jan 2021 | 899 | 2 | 1,673 | 2,574 |
| Carrying amount at 31 Dec 2021 | 899 | 2 | 1,183 | 2,084 |
Information on goodwill impairment testing is provided in Note 15. Impairment of assets.
In consolidated statement of comprehensive income
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Payments for short-term or low value leases | 4,007 | 4,633 |
| Depreciation, amortisation and impairment losses | 770 | 774 |
| Operating profit | 4,777 | 5,407 |
| Financial expenses | 329 | 324 |
| Profit for the financial period | 5,105 | 5,731 |
Payments for short-term or low value leases include container rents of EUR 2,545 thousand (2021: EUR 3,525 thousand).
| EUR 1,000 | Land and bodies of |
Machinery and | Right-of-use | |
|---|---|---|---|---|
| Assets | water | Buildings | equipment | assets total |
| 2022 | ||||
| Cost at 1 January | 8,978 | 8,032 | 1,780 | 18,790 |
| Additions | 49 | 208 | 257 | |
| Disposals | -61 | -61 | ||
| Transfers between asset categories | 34 | 34 | ||
| Cost at 31 December | 8,978 | 8,081 | 1,961 | 19,021 |
| Accumulated depreciation at 1 January | -421 | -7,631 | -1,062 | -9,115 |
| Accumulated depreciation for disposals | 42 | 42 | ||
| Depreciation for the period | -306 | -88 | -376 | -770 |
| Transfers between asset categories | 0 | |||
| Accumulated depreciation at 31 December | -727 | -7 720 | -1,396 | -9,842 |
| Carrying amount at 1 Jan 2022 | 8,557 | 401 | 718 | 9,676 |
| Carrying amount at 31 Dec 2022 | 8,251 | 362 | 566 | 9,179 |
| 2021 | ||||
| Cost at 1 January | 8,978 | 8,032 | 1,774 | 18,784 |
| Additions | 35 | 35 | ||
| Disposals | -114 | -114 | ||
| Transfers between asset categories | 85 | 85 | ||
| Cost at 31 December | 8,978 | 8,032 | 1,780 | 18,790 |
| Accumulated depreciation at 1 January | -116 | -7,558 | -728 | -8,402 |
| Accumulated depreciation for disposals | 114 | 114 | ||
| Depreciation for the period | -306 | -74 | -395 | -774 |
| Transfers between asset categories | -53 | -53 | ||
| Accumulated depreciation at 31 December | -421 | -7,631 | -1,062 | -9,115 |
| Accumulated depreciation at 31 December | -116 | -7,558 | -728 | -8,402 |
| Carrying amount at 1 Jan 2021 | 8,862 | 474 | 1,046 | 10,383 |
| Carrying amount at 31 Dec 2021 | 8,557 | 401 | 718 | 9,676 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Liabilities | ||
| 1.1. | 9,887 | 10,467 |
| Additions | 249 | 64 |
| Disposals | -639 | -644 |
| Other changes | 0 | 0 |
| 31 December | 9,497 | 9,887 |
| Non-current lease liabilities | 8,947 | 9,211 |
| Current lease liabilities | 550 | 676 |
| Total | 9,497 | 9,887 |
| The maturity breakdown of lease liabilities is presented in Note 25. | ||
| Impact of leases on the Group's cash flows | ||
| Net cash flow from operating activities | -329 | -324 |
| Cash flow from financing activities | -620 | -644 |
Increase (+) / decrease (-) in cash and cash equivalents -949 -968
| EUR 1,000 | Note | Assets measured at amortised cost |
Financial assets valued at fair value |
Liabilities measured at amortised cost |
Carrying amounts in the balance sheet |
|---|---|---|---|---|---|
| 2022 Financial financial assets and liabilities according to IFRS 9 |
|||||
| Long-term financial assets Non-current receivables |
17 | 30 | 319 | 349 | |
| Short-term financial assets | |||||
| Trade and other receivables | 19 | 9,098 | 9,098 | ||
| Cash and cash equivalents | 20 | 6,141 | 6,141 | ||
| Long-term financial liabilities Interest-bearing liabilities IFRS 16 lease liabilities |
13 | 15,568 8,947 |
15,568 8,947 |
||
| Short-term financial liabilities | |||||
| Interest-bearing liabilities | 10,004 | 10,004 | |||
| IFRS 16 lease liabilities | 13 | 550 | 550 | ||
| Trade payables | 25 | 4,811 | 4,811 |
Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma Säästöpankki Plc. As of 31 December 2022, EUR 466 thousand of the credit limit was used, included in short-term interest bearing liabilities. The limit was not in use in the financial statements of 31 December 2021. Financial assets valued at fair value have been measured according to level 1.
| Assets measured | Financial assets valued |
Liabilities measured at |
Carrying amounts in the |
||
|---|---|---|---|---|---|
| EUR 1,000 | Note | at amortised cost | at fair value | amortised cost | balance sheet |
| 2021 | |||||
| Financial financial assets and | |||||
| liabilities according to IFRS 9 | |||||
| Long-term financial assets | |||||
| Non-current receivables | 17 | 21 | 21 | ||
| Short-term financial assets | |||||
| Trade and other receivables | 19 | 18,709 | 18,709 | ||
| Cash and cash equivalents | 20 | 7,003 | 7,003 | ||
| Long-term financial liabilities | |||||
| Interest-bearing liabilities | 25,106 | 25,106 | |||
| IFRS 16 lease liabilities | 13 | 9,211 | 9,211 | ||
| Short-term financial liabilities | |||||
| Interest-bearing liabilities | 1,924 | 1,924 | |||
| IFRS 16 lease liabilities | 13 | 676 | 676 | ||
| Trade payables | 25 | 7,675 | 7,675 |
After initial recognition, the Group's cash and cash equivalents are classified as at fair value through profit or loss, amortised cost or financial assets and financial liabilities at fair value through other comprehensive income.
The carrying amounts of these financial assets and liabilities substantially correspond to their fair values and are classified in level 2 of the fair value hierarchy.
The following levels are used in measuring fair values:
Level 1: Fair value is determined based on quotations from the market.
Level 2: Fair value is determined using valuation techniques. Fair value means the value that can be determined from the market value of parts of a financial instrument or similar financial instruments; or a value that can be determined using valuation models and methods generally accepted in the financial markets, if the market value can be reliably determined using them.
Level 3: Fair value is determined using valuation techniques in which the factors used have a significant effect on the recorded fair value and these factors are not based on observable market data.
Goodwill is tested for impairment annually, and if indications of impairment exist. The recoverable amount in the impairment testing calculations is determined based on value in use.
An impairment loss is recognised if the carrying amount of the assets allocated to a cash-generating unit, including goodwill, is higher than the unit's recoverable amount. The recoverable amount of each cash-generating unit is determined by discounting the estimated future cash flows of the unit.
Goodwill is allocated for cash generating units (CGUs) for impairment testing. Starting from 2023, Nurminen Logistics Plc Group has two cash-generating units (CGUs): Operations in Finland and the Baltics (49% minority). Goodwill is allocated in full to business operations in Finland. Business in Russia was wound down in 2022 as a result of the war in Ukraine. The management estimates that the COVID-19 pandemic will not have a significant impact on the company's impairment testing.
| EUR 1,000 | Business in Finland | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Goodwill on consolidation | 899 | 899 |
Signals on possible depreciation of assets are regularly observed from information sources within and outside the Group. Such signals can be, for example, unexpected deviations from key assumptions in Group reporting. In addition to this the signals can be changes in competition or other circumstances in the market, or new regulations or concessions that have an impact on various business fields.
Impairment test calculations on cash flow are based on budgets and strategic forecasts accepted by management for coming five years. For the time period after this forecast period (terminal value) estimated cash flows have been defined by using long term growth forecasts. Essential assumptions having an impact on defining values in use are connected to development of net sales and profitability, and to weighted average cost of capital (WACC) used in discounting cash flows.
For the five-year time period the cash flow has been estimated to develop according to the company's medium-term net sales and profitability goals. Sales increase and profitability level development have been estimated based on businesses recent development and general forecasts. Terminal value is based on 1% growth in cash flow. The cash flow forecast is based on turnover and profitability forecasts made for each business unit, which are based on budget for the year 2023 and long-term strategy approved by management. These are affected by market development in Finland and neighboring regions, planned growth in international railway service and actions to improve profitability in the company.
The discount rate is based on industry average WACC after tax. The discount rate used is 8.72%. The corresponding pre-tax discount rate is 10.27%. Discount rate and impairment test calculation take into account market risks and capital intensity. The cost for equity affecting on WACC is consistent with the Group's long-term targets. Net sales in the Finnish and Russian businesses was EUR 60.2 million in 2022. The net sales are expected to increase especially due to international cargo train traffic in 2023. The estimated annual increase in net sales (CAGR) over the years 2023–2027 averages 6.9%. The forecast average increase in net sales per year over the years 2023–2027 is 2.0 %. The operating margin for the underlying business is expected to improve up to the level of Group's long-term target by the end of the estimation period. (The Group's mid-term target is a minimum of 9%.) Tax rate of 20% has been used.
| CGU net sales and operating result 2020–2027 |
Actual (Finland-Russia) | Forecast (Finland) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2027 Terminal value |
|
| Net sales | 35,253 | 72,765 | 60,197 | 77,737 | 79,307 | 80,913 | 82,554 | 84,231 | 85,073 |
| Operating result | -3,376 | 4,954 | -2,041 | 10,693 | 11,032 | 11,379 | 11,734 | 12,495 | 12,643 |
The management estimates that the most sensitive judgements relate to changes in terminal growth, profitability and WACC.
| Forecast period 2023–2027 | Change | Impact of change on recoverable amount |
|---|---|---|
| • Terminal growth 1% |
Terminal growth -1%-point i.e. terminal growth 0% |
EUR -10.4 million |
| • WACC 8.72% |
WACC +1 %-point i.e. WACC 9.72% | EUR -13.7 million |
| • Average EBIT 14.2% and EBITDA 17.5% |
EBITDA decrease 1%-point i.e. average EBITDA 16.5% |
EUR -8.7 million |
Based on the sensitivity analyses, the management evaluates that above mentioned essential judgements would not cause a situation in which the carrying amount of cash generating units would exceed the recoverable amount, and this would not cause impairment loss on goodwill in fiscal year 2023. The cash flow estimate is 2.8 times the CGU's assets employed.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| At 1 January | 174 | 205 |
| Share of profit/loss for the year | 2 | -32 |
| At 31 December | 176 | 174 |
The equity-accounted investees (listed below) are not material for the Group.
| Registered office | Ownership (%) | |
|---|---|---|
| Pelkolan Terminaali Oy | Finland | 20.0% |
The financial statements for the joint venture have been composed according to FAS, and they have been consolidated into Group accounts using the equity method. If the financial statements would be composed according to IFRS, the consolidation would not be substantially different from consolidation according to FAS.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Financial assets at fair value through profit or loss | 319 | |
| Other receivables | 30 | 21 |
| Total | 349 | 21 |
The financial assets at fair value through profit or loss are Oma Säästöpankki funds.
| 1 Jan | Recognised in the income |
Divest | Exchange rate dif |
31 Decem | |
|---|---|---|---|---|---|
| EUR 1,000 | 2022 | statement | ments | ferences | ber 2022 |
| Movements in deferred taxes during 2022: | |||||
| Deferred tax assets: | |||||
| Confirmed losses | 6,617 | 55 | 6,672 | ||
| Lease liabilities | 1,943 | -98 | 6 | 1,851 | |
| From pension provisions | -2 | 13 | 11 | ||
| Intangible and tangible assets | 88 | 80 | 9 | 177 | |
| Total | 8,649 | 34 | 19 | 9 | 8,711 |
| Netting of deferred taxes | -1,921 | -1,803 | |||
| Deferred tax assets net | 6,728 | 34 | 19 | 9 | 6,908 |
| Deferred tax liabilities: | |||||
| Tangible assets | 1,921 | -123 | 6 | 1,804 | |
| Total | 1,921 | -123 | 6 | 0 | 1,804 |
| Netting of deferred taxes | -1,921 | -1,803 | |||
| Deferred tax liabilities net | 0 | -123 | 6 | 0 | 0 |
| Recognised | Exchange | ||||
| 1 Jan | in the income | Divest | rate dif | 31 Decem | |
| EUR 1,000 | 2021 | statement | ments | ferences | ber 2021 |
| Movements in deferred taxes during 2021: | |||||
| Deferred tax assets: | |||||
| Confirmed losses | 6,617 | 6,617 | |||
| Lease liabilities | 2,069 | -126 | 1,943 | ||
| Intangible and tangible assets | |||||
| Total | 2,069 | 88 6,580 |
0 | 0 | 88 8,649 |
| Netting of deferred taxes | -2,069 | -1,921 | |||
| Deferred tax assets net | 0 | 6,580 | 0 | 0 | 6,728 |
| Deferred tax liabilities: | |||||
| Tangible assets | 2,069 | -148 | 1,921 | ||
| Total | 2,069 | -148 | 1,921 | ||
| Netting of deferred taxes | -2,069 | -1,921 | |||
| Deferred tax liabilities net | 0 | -148 | 0 | 0 | 0 |
| Deferred taxes | ||
|---|---|---|
| Confirmed losses of Group companies for which no deferred tax assets have been recognised. | 14,783 | 11,558 |
| The confirmed losses will expire in 2022–2030 or later. | ||
| Off-balance sheet deferred tax assets from losses in prior periods | 2,957 | 2,312 |
The deferred tax assets include an item of EUR 6,672 thousand associated with unused tax losses of Nurminen Logistics Plc and Nurminen Logistics Services Oy. The measures taken in 2022 to reduce the railway business container position and reallocate the resources were the consequence of the war in Ukraine, and they burdened the result in the form of non-recurring expenses totalling EUR 3.5 million. As a result, Nurminen Logistics Services Oy's result for 2022 was at a loss. Measures taken in 2022 to lighten the cost structure, together with the acquisition of Operail Finland Oy, facilitate positive development of the operating result starting from 2023. The company's management assesses based on the strategy figures and comprehensive supplementary materials that the deferred tax assets recorded in the consolidated statement of financial position will likely be used, and according to the management's estimate, the recognised deferred tax assets will be used by the end of 2026. In addition, the management estimates that the deferred tax assets not recognised in the balance sheet will be used by the end of 2027. 9 thousand euros of losses expired in 2022,of which deferred tax asset was 1 thousand euros.
The combined profit before tax for Nurminen Logistics Plc and Nurminen Logistics Services Oy was +3,114 thousand euros in 2021 and -2,087 thousand euros in 2022, and in the forecast period 2023-2027 an average of + 10,485 thousand euros per year.
| Forecast period 2023–2027 | Change | Impact of change on recoverable amount |
|---|---|---|
| Forecast period average profit before | No effect on the use of balance sheet deferred tax assets |
|
| tax is 10% less than estimated | Profit before taxes 90% of forecast | No effect on the use of off-balance sheet deferred tax assets |
| Forecast period average profit before | The use of balance sheet deferred tax assets is postponed by a year. |
|
| tax is 15% less than estimated | Profit before taxes 85% of forecast | The use of off-balance sheet deferred tax assets is postponed by a year. |
| Forecast period average profit before | The use of balance sheet deferred tax assets is postponed by a year. |
|
| tax is 20% less than estimated | Profit before taxes 80% of forecast | The use of off-balance sheet deferred tax assets is postponed by a year. |
| EUR 1,000 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | Later |
|---|---|---|---|---|---|---|---|---|---|
| Deferred tax assets | 1,191 | 691 | 786 | 950 | 347 | 709 | 1,051 | 761 | 186 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Trade receivables | 7,060 | 14,101 |
| Prepaid expenses and accrued income | 1,914 | 3,980 |
| VAT receivables | 111 | 625 |
| Other receivables | 12 | 3 |
| Total | 9,098 | 18,709 |
The company has booked a provision for bad debts in 2022 amounting to EUR 93 thousand (EUR 156 thousand in 2021)
| Trade and other receivables in currencies | ||
|---|---|---|
| EUR | 6,127 | 12,525 |
| USD | 2,944 | 4,982 |
| RUB | 27 | 1,202 |
| 9,098 | 18,709 |
The carrying amounts of current receivables best represent the maximum exposure to credit risk, excluding fair value of any collaterals, in the case other party to an agreement fail to discharge an obligation concerning financial instruments. The receivables do not contain any significant concentrations of credit risk. The carrying amounts of trade and other current receivables are in essentially equivalent to their fair values.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Cash and bank balances | 6,141 | 7,003 |
| Cash and cash equivalents in the balance sheet | 6,141 | 7,003 |
Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.
The Board members of the parent company review the capital structure and gearing of the Group on regular basis. The mid- to long-term target for gearing has been set to less than 100. The Board of the parent company may take measures if development of the gearing is unfavourable. Gearing calculated from the consolidated statement of financial position of the Group was 119.8% at the end of 2022 and 115.9% at the end of 2021. Equity management covers both equity and interest-bearing liabilities. The aim is to secure business continuity and cost of capital.
| Number of shares |
Share capital, thousands of euro |
Share premium reserve, thou sands of euro |
Legal reserve, thousands of euro |
Reserve for invested unrestricted equity, thou sands of euro |
|
|---|---|---|---|---|---|
| 31 December 2017 | 44,254,174 | 4,215 | 86 | 2,378 | 26,430 |
| 31 December 2018 | 44,254,174 | 4,215 | 86 | 2,378 | 26,430 |
| Directed share issue | 350,000 | ||||
| 31 December 2019 | 44,604,174 | 4,215 | 86 | 2,378 | 26,430 |
| Directed share issue | |||||
| in April 2020 * | 120,000 | 29 | |||
| Free share issue in September 2020 ** |
143,539 | ||||
| Directed share issue in | |||||
| December 2020 *** | 29,344,954 | 9,092 | |||
| 31 December 2020 | 74,212,667 | 4,215 | 86 | 2,376 | 35,550 |
| Hybrid bond conversion | |||||
| to shares in July 2021**** | |||||
| 1,288 | |||||
| Directed free share | |||||
| issue in July 2021* | 105,728 | ||||
| 31 December 2021 | 77,194,190 | 4,215 | 86 | 2,376 | 36,838 |
| Directed free share issue in February 2022** |
|||||
| 774,386 | |||||
| Repayment of equity in April 2022* |
|||||
| Directed free share issue | -740 | ||||
| in July 2022** | 133,078 | ||||
| Repayment of equity in September 2022*** |
-507 | ||||
| 31 December 2022 | 78,101,654 | 4,215 | 86 | 2,376 | 35,591 |
* directed share issue to the CEO, subscription price EUR 0.24 per share. There was a weighty financial reason for the company to deviate from the pre-emptive subscription right of the shareholders, as the share issue was part of the execution of the CEO's long-term incentive plan.
** issue without consideration to the company itself, for the payment of remuneration to the Board of Directors
*** directed share issue to Finnish investors, subscription price EUR 0.31692 per share. There was a weighty financial reason for the company to deviate from the pre-emptive subscription right of the shareholders, as the share issue best served the interests of the company and all shareholders and made real estate transaction in Vuosaari possible.
**** Ilmarinen Mutual Pension Insurance Company converted the remaining EUR 1.25 million hybrid bond into shares in summer 2021.
***** Directed free share issue in July 2021. ****** Directed free share issue without consideration in February 2022.
******* Repayment of equity in April 2022. ******** Directed free share issue without consideration in July 2022.
********* Repayment of equity in September 2022
The company's shares have no nominal value.
The maximum share capital of the company is EUR 4,215 thousand.
The company held 65,262 of its own shares at 31 December 2022.
The share premium reserve comprises both share issue gains arisen in the years 1997-2006, less transaction costs, as well as gains from sales of own shares.
The share issue gains accrued from those share issues carried out before the entry into force of the amended Finnish Limited Liability Companies Act on 1 September 2006, have been recognised in the legal reserve.
The reserve for invested unrestricted equity comprises the share issue gains arisen from the directed share issues.
According to the resolution of the Annual General Meeting, 50 per cent of the annual remuneration of the members of the Board will be paid in the company's shares in 2022. The share of Board members' share awards recognised as an expense in the income statement was EUR 109 thousand euros in 2022. The number of shares transferred to the Board members was 133,078 based on the price on the payment date of 1 July 2022.
On 4 July 2022, the Board of Directors of Nurminen Logistics Plc decided to create two new share-based incentive programs for the company's key personnel: a performance-based share bonus plan 2022–2026 and a share bonus plan to encourage commitment 2022–2026.
The aim of the programs is to harmonize the goals of key personnel and the shareholders of Nurminen Logistics Plc and, thus, increase the company's value in the long term, promote economic and efficient performance, as well as encourage commitment of key personnel to the company by offering them a competitive, performance-based earnings opportunity.
The Performance Share Plan 2022–2026 consists of three performance periods, covering the financial years of 2022–2024, 2023–2025 and 2024–2026 respectively.
In the plan, the target group is given an opportunity to earn Nurminen Logistics shares based on achieving performance targets set by the Board of Directors. The Board of Directors decides on the plan's performance criteria and targets to be set for each criterion at the beginning of a performance period. The potential rewards based on the plan will be paid after the end of each performance period.
During the performance period 2022–2024, the following performance criteria are used as the basis for the reward:
The gross rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of an approximate maximum total of 500,000 Nurminen Logistics Plc shares. The Board of Directors has approved approximately 10 key employees as eligible for participating in the performance period 2022–2024.
The Restricted Share Plan is intended to be used as a tool in specific situations seen necessary by the Board of Directors, for example ensuring retention of key talents, attracting new talent or other specific situations determined by the Board.
The reward from the Restricted Share Plan 2022—2026 is based on a valid employment or director contract and the continuity of the employment or service. The plan is intended for selected key employees only, based on the decision by the Board of Directors.
The rewards to be earned on the basis of the plan will be paid by the end of May 2024, 2025 or 2026 but in any event a minimum twelve months after the determination of the Reward.
The gross rewards to be allocated during 2022–2026 on the basis of the restricted share plan correspond to the value of maximum 500,000 Nurminen Logistics Plc shares.
The assumptions used in the accounting entries for the share-based remuneration plan are described in the following tables:
| Plan 2022–2024 | |
|---|---|
| Granting date | 4 July 2022 |
| Fair value of the share reward at the time of granting, EUR | 0.69 |
| Share price at the time of granting, EUR | 0.77 |
| Estimated dividends | 0.08 |
| Share price limit of the reward, EUR | 3.00 |
| Maximum number of shares paid | 416,000 |
| Earning period start date | 4 July 2022 |
| Earning period end date | 30 April 2025 |
| Persons | 7 |
The value of the share at the time of granting, or the fair value of the share, is defined as follows: the value of the share at the time of granting is the share price of the granting date less estimated dividends paid during the earning period.
| EUR 1,000 | 2022 |
|---|---|
| Cost impact of share-based payments | 17 |
The expense to be recognised in the 2023–2024 financial years was estimated at 31 December 2022 to be approximately EUR 95 thousand. The actual amount may differ from the estimate.
The employer has promised an additional pension benefit to a group of employees. The additional pension arrangements result from a prior acquisition. In order to fulfil its promise, the employer has taken out additional pension insurance policies from a life insurance company. The arrangement is closed to new employees, and it covers 31 persons, none of whom are members of the Executive Board. In addition to the old-age pension benefit, the additional pension insurance policies include any survivor's pension benefit and burial insurance.
The insurance company collects insurance premiums annually from the employer. The insurance premium is primarily comprised of index increases paid on the earned benefits. The benefits paid after retirement are annually increased by the TyEL index specified in the insurance policies. The insurance company indemnifies the paid pensions with its own, yield-based index, and any deficit compared to the paid TyEL index is charged to the employer as an "index difference charge". In addition, the pension premium includes a management expense component to cover the insurance company's expenses for managing the plans.
Depending on the insurance policy, 3.5% or a lower interest rate is used in calculating the insurance premiums.
Changes in the yield expectations of bonds. In the employer's IFRS financial statements disclosures – in deviation from the national practice – the obligation resulting from the pension promise is measured at market values. The pension obligation recognised for the additional pension insurance policies in the IFRS financial statements depends on the yield expectations of bonds issued by reputable companies at the closing date. If the yield expectation decreases, the pension obligation calculated according to IAS 19 increases. Because the employer is not liable for the investment risk, an increase in the yield expectation also affects the value of the assets corresponding to the pension obligation, determined under the principles of IAS 19. The value of the assets increases when the yield expectation decreases, which offsets the increase in the pension obligation.
Inflation risk. The risk of inflation is taken into consideration in calculating the pension obligation. Inflation is an estimate of the long-term change in consumer prices. The inflation assumption used in the calculation is market-based, and its horizon must correspond with the average duration of the pension obligation. In accordance with the insurance policies, the pensions paid in the plan are tied to the TyEL index, changes in which depend on actual inflation (80%) and general wage index (20%). The employer is liable for the difference between the TyEL index and the index rebate granted by the insurance company. High inflation results in an increase in the pension obligation and thereby additional expenses for the employer.
Mortality risk. If the pension benefit recipient's actual lifetime is higher than expected, the insurance company covers the resulting risk. The Gompertz mortality model, used in the statutory pension system, is used in the IFRS calculations. Any change in the mortality model used by the insurance company will only be reflected in the employer's future insurance premiums.
Other risks. When a person with a paid-up policy retires, the final amount of the pension is revised, and this might result in additional costs to the employer. Moreover, in these cases where the benefits are tied to the TyEL index, index increases between the granting of a paid-up policy and start of the pension for which the employer is liable will only be charged in the year the pension is granted.
Uncertainty of future cash flows. A sensitivity analysis as of the end of the reporting period is disclosed in IFRS reporting for each significant actuarial assumption, indicating how somewhat possible changes in the actuarial assumption would have affected the defined benefit pension obligation during the year. The pension obligation of the sensitivity analysis is calculated using the projected unit credit method. The sensitivity analysis only takes into consideration the impact of changes in actuarial assumptions on the pension obligation and corresponding assets so that a change in the assumptions does not have an effect on the insurance premiums paid during the year and taken into consideration in assets
| EUR 1,000 | 2022 |
|---|---|
| Cost of defined benefit plans | |
| Net interest (+expense/-income) | 1 |
| Defined benefit cost recognized in consolidated statement of income | 1 |
| Actuarial gains/losses | |
| Yield of the assets included in the plan, excluding items relating to net interest | 24 |
| Empirical changes | 7 |
| Recognised in comprehensive income, total remeasurement effect | 31 |
| In statement of financial position | |
| Current value of defined benefit obligations transferred to reserves | 524 |
| Fair value of plan assets | -469 |
| Net defined benefit debt | 55 |
| Changes in the fair value of plan assets | |
| Assets at 1 January | 521 |
| Interest income | 18 |
| Yield of assets, excluding interest income included in net interest expense | -7 |
| Employer's contributions | 12 |
| Benefits paid | -75 |
34
| Change in the current value of the plan obligation | 2022 |
|---|---|
| Obligation at 1 January | 556 |
| Expense based on work performance during the period | 19 |
| Interest expense | 24 |
| Fulfilment of the obligation | -75 |
| Obligation at 31 December | 524 |
The estimated payments to defined benefit plans amount to EUR 13 thousand in 2023.
| Key actuarial assumptions | 2022 |
|---|---|
| Discount rate, % | 3.5% |
| Future pay increase, % | 0.0% |
| Insurance company's customer rebate, % | 0.0% |
| Increase in benefits, % | 2.9% |
| Inflation, % | 2.7% |
Possible changes in certain significant actuarial assumptions, should the other variables remain unchanged, would have had the following effect on the defined benefit obligation:
| Assumptions | Change in | 2022 |
|---|---|---|
| assumption | ||
| Discount rate | ||
| 0.50% increase | -18 | |
| 0.50% decrease | 19 | |
| Increase in benefits | ||
| 0.50% increase | 16 | |
| 0.50% decrease | -15 | |
The sensitivity analysis presented above might not necessarily give a true view of the actual impacts of the changes. Should several assumptions change simultaneously, the combined effect of these changes might not be the same as the sum of individual changes. If the changes in the assumptions differ from the amounts described above, the effect on the defined benefit obligation will not necessarily be linear
| EUR 1,000 | 2022 |
|---|---|
| Maturity distribution of non-discounted pension liability | |
| During the next 12 months | 80 |
| 1–5 years | 220 |
| 5–10 years | 162 |
| Over 10 years | 244 |
| Total | 707 |
The average duration of the defined benefit obligation was 7 years at the end of the reporting period.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Interest-bearing net liabilities | ||
| Non-current interest-bearing liabilities | 24,515 | 34,317 |
| Current interest-bearing liabilities | 10,554 | 2,600 |
| Interest-bearing liabilities, total | 35,068 | 36,917 |
| Cash and cash equivalents | 6,141 | 7,003 |
| Interest-bearing net liabilities, total | 28,928 | 29,914 |
| Interest-bearing liabilities in currencies | ||
| EUR | 35,068 | 36,917 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Current | ||
| Trade payables | 4,811 | 7,675 |
| Advances received | 148 | 284 |
| Other liabilities | 362 | 435 |
| Accrued expenses | 4,993 | 10,230 |
| Total trade payables and other liabilities | 10,314 | 18,624 |
| Trade payables and other liabilities in currencies | ||
| EUR | 8,917 | 14,940 |
| SEK | 32 | 0 |
| NOK | 180 | 0 |
| USD | 1,177 | 3,023 |
| RUB | 6 | 661 |
| 10,314 | 18,624 | |
| Non-current | ||
| Other liabilities | 108 | 106 |
| Non-current liabilities | 108 | 106 |
The most significant items under accrued expense consist of operational accrued expenses of EUR 1,431 thousand in 2022 (EUR 4,971 thousand in 2021) and accrued personnel expenses of EUR 1,841 thousand in 2022 (EUR 1,251 thousand in 2021).
The goal of the Group's risk management is to minimise the harmful effects of changes in the financial markets on the Group's result and equity. The policy for managing financial risks is based on the main principles approved by the Board of Directors. The company's finance department is responsible for daily risk management within the limits set by the Board.
Currency risk arises from foreign currency imports and exports, from the financing of foreign subsidiaries and from the translation of subsidiaries' equity in foreign currency.
The Group manages the currency risk inherent in cash flows by keeping foreign currency income and expense cash flows in the same currency, and by matching them simultaneously to the extent possible. If matching is not possible, part of an open exposure may be hedged.
Foreign currency transaction risk exposure can be hedged if its countervalue exceeds EUR 500 thousand. Exposures greater than EUR 2 million are hedged 50–110%. Foreign currency risk of the net translation exposure can be hedged 25–75%. Instruments used in hedging include forward contracts and plain vanilla options. Exotic options are forbidden. The hedge ratio is considered based on the current economic trends and the predicted currency prospects as well as the functionality of each currency's hedge market. In extraordinary hedging market circumstances, the company may deviate from the guidelines above.
Currency amounts in bank accounts should be kept as small as possible without disturbing payment transactions. The amount of cash and cash equivalents denominated in foreign currencies may not exceed three per cent of the balance sheet total.
Interest rate risks to the Group derive mainly through interest-bearing debts. The purpose of interest rate risk management is to diminish the effect of market interest rate movements on cash flows from financing. Hedging instruments may include forward rate agreements and interest rate futures, interest rate swaps and interest collar agreements.
The purpose of liquidity risk management is to ensure sufficient financing in all situations. Funds required for about two weeks' payment transactions will be reserved as a buffer for liquidity of payment transactions. The Group aims to guarantee the availability and flexibility of financing by using a number of financial institutions and financing methods in raising finance.
The financial statements are based on the principle of business continuity. The company's management estimates that cash flow generated by the company will cover the current business needs and current liabilities for the next 12 months. The sufficiency of cash flows is subject to risks if estimates deviate considerably from expectations. If the Group is unable to secure sufficient long term financing arrangements, the continuity of operations can be at risk. The measurement of the assets in the financial statements is based on the going concern assumption. If the forecasts do not materialise, it may be necessary to recognise impairment losses on assets.
The objective of credit risk management is to minimise losses which arise from the counterparty neglecting their obligations. The Group manages the counterparty risk based on the customer credit rating and engages in active debt collection, when necessary.
The Group has made ECL measurement analysis according to IFRS 9. The provision for credit losses is recognised in profit or loss.
The Group has not applied hedge accounting for interest rates or currencies, nor has it used hedging instruments during 2022 and 2021.
In calculating the sensitivity to changes in the interest rate level, the following assumptions have been used:
| 2022 | |||||
|---|---|---|---|---|---|
| EUR 1,000 | 31 December 2022 | Income statement 100 bp | |||
| Increase | Decrease | ||||
| Total amount of variable interest rate loans | 25,106 | ||||
| Variable interest rate instruments | -204 | 204 | |||
| Total effect | -204 | 204 |
| 2021 | ||||
|---|---|---|---|---|
| EUR 1,000 | 31 December 2021 | Income statement 100 bp | ||
| Increase | Decrease | |||
| Total amount of variable interest rate loans | 27,030 | |||
| Variable interest rate instruments | -265 | |||
| Total effect | -265 |
Market-based loans are raised mainly as variable interest rate loans. Nurminen Logistics hedges the interest rate risk of market-based loans by selecting the interest rate periods and with derivative instruments, mainly interest rate swaps. No interest rate swaps were used in 2022 and 2021.
In calculating the sensitivity to changes in exchange rates, the following assumptions have been used:
| 2022 | |||||
|---|---|---|---|---|---|
| Trade receivables 10% | Trade payables 10% | ||||
| EUR 1,000 | USD | decreases | increases | decreases | increases |
| Total currency items | |||||
| Trade receivables | 2,944 | ||||
| Trade payables | 2,566 | ||||
| Total effect | -251 | 307 | 219 | -267 |
| 2021 | |||||
|---|---|---|---|---|---|
| Trade receivables 10% Trade payables 10% |
|||||
| EUR 1,000 | USD | decreases | increases | decreases | increases |
| Total currency items | |||||
| Trade receivables | 4,982 | ||||
| Trade payables | 3,023 | ||||
| Total effect | -400 | 489 | 243 | -297 |
| Balance sheet exchange rate |
||
|---|---|---|
| Exchange rates used | 2022 | 2021 |
| USD | 1.07 | 1.13 |
The contractual cash flows of loan instalments and interests at 31 December 2022 were the following:
| EUR 1,000 | 1–3 months |
4 months– 1 year |
2–5 years |
5 years –> |
|---|---|---|---|---|
| Loans from financial institutions | 756 | 8,782 | 5,409 | 10,159 |
| Credit limit | 466 | |||
| Lease liabilities | 220 | 608 | 2,252 | 10,814 |
| Trade payables | 4,811 | |||
| Interest to financial institutions | 278 | 584 | 3.442 | 1.653 |
| Total | 6,531 | 9,974 | 11,102 | 22,626 |
The contractual cash flows of loan instalments and interests at 31 December 2021 were the following:
| EUR 1,000 | 1–3 months |
4 months– 1 year |
2–5 years |
5 years –> |
|---|---|---|---|---|
| Loans from financial | 557 | 1,367 | 15,789 | 9,316 |
| institutions | ||||
| Lease liabilities | 230 | 691 | 2,316 | 11,275 |
| Trade payables | 7,675 | |||
| Interest to financial institutions | 174 | 660 | 1,930 | 798 |
| Total | 8,636 | 2,718 | 20,035 | 21,390 |
The long-term loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According to the agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from the operational cash flow. The loan amount as at 31 December 2022 is EUR 7,644 thousand (as at 31 December 2021: EUR 7,644 thousand). The loan will mature in June 2023. The company has started negotiations to renew this loan.
The EUR 5 million loan from Ilmarinen was repaid in November 2021. The group took out a new EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj. The agreement includes a covenant that the credit rating of no individual group company can decrease below Alfa Rating A and the group equity ratio should be over 20% at each financial statement date during the loan period.
Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma Säästöpankki Plc. As of 31 December 2022, EUR 644 thousand of the limit was used, which is included in the short-term liabilities. The limit was not in use on 31 December 2021.
| 1 Jan 2022 | Cash flows from additions |
Cash flows from disposals |
Other changes |
31 December 2022 |
|
|---|---|---|---|---|---|
| Long-term liabilities, interest bearing | 25,106 | 0 | 0 | -9,538 | 15,568 |
| Long-term leasing liabilities, interest bearing | 9,211 | 0 | 0 | -264 | 8,947 |
| Total | 34,317 | 0 | 0 | -9,802 | 24,515 |
| 1 Jan 2022 | Cash flows from additions |
Cash flows from disposals |
Other changes |
31 December 2022 |
|
|---|---|---|---|---|---|
| Short-term liabilities, interest bearing | 1,924 | 466 | -1,977 | 9,591 | 10,004 |
| Long-term leasing liabilities, interest bearing | 676 | 0 | -620 | 494 | 550 |
| Total | 2,600 | 466 | -2,598 | 10,085 | 10,554 |
| 1 Jan 2021 | Cash flows from additions |
Cash flows from disposals |
Other changes |
31 December 2021 |
|
|---|---|---|---|---|---|
| Long-term liabilities, interest bearing | 28,918 | 3,500 | -5,000 | -2,312 | 25,106 |
| Long-term leasing liabilities, interest bearing | 9,829 | 0 | 0 | -618 | 9,211 |
| Total | 38,747 | 3,500 | -5,000 | -2,931 | 34,317 |
| 1 Jan 2021 | Cash flows from additions |
Cash flows from disposals |
Other changes |
31 December 2021 |
|
|---|---|---|---|---|---|
| Short-term liabilities, interest bearing | 1,846 | 0 | -2,202 | 2,280 | 1,924 |
| Long-term leasing liabilities, interest bearing | 637 | 0 | -644 | 683 | 676 |
| Total | 2,483 | 0 | -2,845 | 2,963 | 2,600 |
| Maximum exposure to credit risk | EUR 1,000 |
|---|---|
| 2022 | 7,060 |
| 2021 | 14,101 |
| EUR 1,000 | Not past due | Past due less than 30 days |
Past due 30–120 days |
Past due over 120 days |
Total |
|---|---|---|---|---|---|
| 2022 | 4,522 | 1,731 | 531 | 275 | 7,060 |
| 2021 | 11,915 | 1,592 | 445 | 149 | 14,101 |
Nurminen Logistics has no significant risk concentrations.
Lease liabilities for off-balance sheet leases where the value of the asset group is insignificant or short-term:
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Less than one year | 363 | 397 |
| Between one year and five years | 107 | 94 |
| Total | 470 | 491 |
In accordance with the IFRS 16 standard leases are recognised as fixed assets and lease liabilities in the consolidated balance sheet. Nurminen Logistics' other leases mainly consist of different kinds of ICT equipment, office automation equipment, vehicles and smaller office premises.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Liabilities and contingent liabilities secured by corporate mortgages and pledges | ||
| Loans from financial institutions | 25,106 | 27,030 |
| Customs duties and other guarantees | 3,794 | 5,807 |
| Interest-bearing accounts for which business mortgages have | ||
| been given and subsidiary shares pledged | ||
| Credit limit | 3,000 | 3,000 |
| Unused credit | 2,534 | 3,000 |
| Pledges given on own behalf | ||
| Book value of pledged subsidiary shares | 43,766 | 43,766 |
| Mortgages given on own behalf | ||
| Company mortgages | 25,500 | 25,500 |
| Real estate mortgages | 25,125 | 25,125 |
| The Group as lessor: lease guarantees for off-balance sheet leases | ||
| Deposit guarantee from 1 April 2021 to 1 April 2023 and then until further notice | 599 | 599 |
| rental security Kiinteistö Oy Luumäen Suoanttilantie 101 |
The company's related parties include the members of the Board of Directors and those of the Management Team as well as companies under their control. Related parties are also those shareholders that have direct or indirect control or significant influence in the Group. The business transferred to new John Nurminen in the demerger of John Nurminen Ltd is also considered to be related party.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Sales | 18 | 577 |
| Purchases | 1,208 | 2,101 |
| Current receivables | 8 | 30 |
There are no liabilities from related parties at the balance sheet date.
On 16 February 2022, Nurminen Logistics announced the transfer of 774,386 shares to President and CEO as part of the payment of the rewards of the CEO's share-based incentive scheme.
On 7 March 2022, Nurminen Logistics announced Chairman of the Board of Directors Irmeli Rytkönen's subscription notification concerning 43,000 shares at a unit price of EUR 1.19 per share.
On 30 March 2022, Nurminen Logistics announced CIO Petri Luurila's subscription notification concerning 13,200 shares at an average price of EUR 1.08 per share.
On 31 March 2022, Nurminen Logistics announced Board member Juha Nurminen's transfer notification concerning 176,212 shares.
On 27 July 2022, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chairman of the Board of Directors subscribed for 38,023 shares, Juha Nurminen, member of the Board of Directors subscribed for 19,011 shares, Olli Pohjanvirta, member of the Board of Directors subscribed for 19,011 shares, Victor Hartwall, member of the Board of Directors subscribed for 19,011 shares, Karri Koskela, member of the Board of Directors subscribed for 19,011 shares and Erja Sankari, member of the Board of Directors subscribed for 19,011 shares.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| CEO, the members of the Board and the Executive Board | ||
| Salaries and other short-term employee benefits | 1,133 | 985 |
| Statutory pension payments | 181 | 191 |
| Post-employment benefits | 0 | 2 |
| Share-based remuneration | 105 | 120 |
| Total | 1,419 | 1,298 |
The CEO has been paid a share-based reward partly in company shares (774,386 shares) and partly in cash (EUR 1,247 thousand). The cash share covers the taxes and tax-like charges resulting to the President and CEO from the remuneration.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Salaries and fees | ||
| President and CEO | ||
| Olli Pohjanvirta | 355 | 414 |
| Members of the Board | ||
| Alexey Grom (until 11 April 2022) | 24 | 33 |
| Juha Nurminen | 41 | 38 |
| Jukka Nurminen (until 12 April 2021) | 0 | 26 |
| Olli Pohjanvirta | 26 | 53 |
| Irmeli Rytkönen | 83 | 58 |
| Erja Sankari | 47 | 15 |
| Karri Koskela | 41 | 15 |
| Victor Hartwall | 50 | 15 |
| 666 | 667 |
Members of the Board and the CEO owned 29.9% of company shares on 31 December 2022 either directly or indirectly through companies under their control.
There were no acquisitions or divestments during the financial year 2022.
The lease agreement related to the Luumäki property has been terminated in January 2022. The tenant has disputed the agreement and has filed an application for a summons with the Helsinki district court in January 2022.
According to the management's assessment, the application for a summons is unfounded. The company does not consider the application to be successful, and, according to the management's view, the trial will probably have a positive outcome. The lawsuit has no significant impact on the Group's financial position.
On 13 January 2023, Nurminen Logistics announced that it was purchasing the entire share capital of Operail Finland Oy with Finnish investors at a debt free transaction price of EUR 27.7 million. Nurminen Logistics' subsidiary North Rail Holding Oy, of which Nurminen Logistics owns 79.8% and investors 20.2%, and Operail Holding OÜ have signed a Sales and Purchase Agreement in which the parties have agreed that Operail Finland Oy will be transferred to the ownership of North Rail Finland Oy after the buyer has received the needed decisions of the authorities.
On 14 February 2023, Nurminen Logistics announced that it had completed the transaction announced on 13 January 2023 to purchase the entire share capital of Operail Finland Oy with Finnish investors. After the purchase, Nurminen Logistics' holding in North Rail Holding is 79.8%. The purchase was financed with new long-term debt financing instruments.
On 14 February 2023, Nurminen Logistics announced preliminary information about its operating result for 2022 and financial guidance for 2023.
On 6 March 2023, Nurminen Logistics announced that it strengthens its management team to achieve growth targets and streamline responsibilities. Two new management team members were appointed, Niko Orpana as Vice President, Multimodal & Bulk Terminal Operations as of 15 May 2023, and Vice President, Sales Marjut Linnajärvi being responsible for railway business and sales.
| Number of shares |
Number of shareholders |
% of shareholders |
Number of shares |
% of total shares and votes |
|---|---|---|---|---|
| 1–100 | 1,512 | 31.6% | 66,402 | 0.09% |
| 101–1,000 | 2,097 | 43.8% | 990,113 | 1.27% |
| 1,001–10,000 | 1,025 | 21.4% | 3 ,133,913 | 4.01% |
| 10,001–100,000 | 126 | 2.6% | 3 ,488,980 | 4.47% |
| 100,001–1,000,000 | 14 | 0.3% | 5 ,194,618 | 6.65% |
| over 1,000,000 | 16 | 0.3% | 65 ,227,628 | 83.52% |
| Total | 4,790 | 100.0% | 78 ,101,654 | 100% |
| Nominee registered | 8 | 0.17% | 856,109 | 1.10% |
| Number of shares |
% of total shares and votes |
|
|---|---|---|
| Suka Invest Oy | 12,635,655 | 16.2 |
| Ilmarinen Mutual Pension Insurance Company | 11,655,795 | 14.9 |
| K. Hartwall Invest Oy Ab | 8,105,390 | 10.4 |
| Nurminen Juha Matti | 6,508,047 | 8.3 |
| Avant Tecno Oy | 5,739,375 | 7.4 |
| JN Uljas Oy | 3,231,206 | 4.1 |
| Railcap Ltd | 3,110,574 | 4.0 |
| Verman Group Oy | 2,524,297 | 3.2 |
| Relander Pär-Gustaf | 1,757,686 | 2.3 |
| Cyberdyne Invest Oy | 1,735,454 | 2.2 |
| H. G. Paloheimo Oy | 1,652,312 | 2.1 |
| Assai Oy | 1,603,218 | 2.1 |
| Pohjanvirta Olli Mikael | 1,424,413 | 1.8 |
| Partnos Oy | 1,217,182 | 1.6 |
| Jocer Oy Ab | 1,176,132 | 1.5 |
| Kukkonen Tuomas Sakari | 1,150,892 | 1.5 |
| VGK Invest Oy | 648,000 | 0.8 |
| Vertanen Janne Olavi | 631,075 | 0.8 |
| Nurminen Jukka Matias | 619,546 | 0.8 |
| Nurminen Mikko Johannes | 615,838 | 0.8 |
| Other 4,770 shareholders | 10,359,567 | 13.3 |
| Total | 78,101,654 | 100.0 |
| Number of shares |
% of total shares and votes |
|
|---|---|---|
| Private companies | 39,706,892 | 50.8% |
| Financial and insurance institutions | 4,897,445 | 6.3% |
| Public sector organisations | 11,655,795 | 14.9% |
| Households | 20,860,673 | 26.7% |
| Foreign | 979,845 | 1.3% |
| Non-profit organisations | 1,004 | 0% |
| Nominee-registered | 856,109 | 1.1% |
| Total | 78,101,654 | 100% |
| EUR 1,000 | Note | 2022 | 2021 |
|---|---|---|---|
| NET SALES | 1 | 3,716 | 3,434 |
| Other operating income | 2 | 3,159 | 3,209 |
| Personnel expenses | 3 | -1,916 | -2,961 |
| Depreciation, amortisation and impairment losses | 4 | -374 | -516 |
| Other operating expenses | 5 | -5,747 | -4,254 |
| OPERATING RESULT | -1,162 | -1,088 | |
| Financial income and expenses | 6 | 1,616 | 568 |
| RESULT BEFORE APPROPRIATIONS AND TAXES | 454 | -520 | |
| Appropriations | 7 | 3,840 | |
| Income taxes | 8 | 1,342 | |
| RESULT FOR THE PERIOD | 454 | 4,662 |
| EUR 1,000 | Note | 2022 | 2021 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 1 | 1,257 | 1,378 |
| Tangible assets | 1 | 29 | 29 |
| Investments | 2 | 45,509 | 45,190 |
| Total non-current assets | 46,795 | 46,597 | |
| Current assets | |||
| Non-current receivables | 3.5 | 1,342 | 1,342 |
| Current receivables | 3 | 5,987 | 8,087 |
| Cash in hand and at bank | 41 | 404 | |
| Total current assets | 7,371 | 9,834 | |
| TOTAL ASSETS | 54,165 | 56,430 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 4 | 4,215 | 4,215 |
| Share premium reserve | 4 | 86 | 86 |
| Other reserves | |||
| Legal reserve | 4 | 2,374 | 2,374 |
| Reserve for invested unrestricted equity Retained earnings/loss |
4 4 |
36,449 -5,965 |
37,697 -10,627 |
| Profit (loss) for the period | 4 | 454 | 4,662 |
| Total equity | 37,613 | 38,406 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current liabilities | 6 | 1,553 | 10,250 |
| Current liabilities | |||
| Current liabilities | 7 | 14,999 | 7,774 |
| Total liabilities | 16,552 | 18,024 | |
| TOTAL EQUITY AND LIABILITIES | 54,165 | 56,430 |
| EUR 1,000 | Note | 2022 | 2021 |
|---|---|---|---|
| Cash flow from operating activities | |||
| PROFIT/LOSS FOR THE FINANCIAL PERIOD | 454 | 4,662 | |
| Adjustments: | |||
| Depreciation, amortisation and impairment losses | 4 | 374 | 516 |
| Financial income (-) and expenses (+) | 6 | -1,616 | -568 |
| Income taxes | 8 | -1,342 | |
| Group contributions received | 7 | -3,840 | |
| Other income and expenses with no cash flow effect | 1,262 | ||
| Other adjustments | -6 | ||
| Cash flow before changes in working capital | -788 | 684 | |
| Changes in working capital: | |||
| Increase (-) / decrease (+) in non-interest | -1,740 | 1,188 | |
| bearing current receivables | |||
| Increase (+) / decrease (-) in non-interest bearing current payables | -1,029 | -1,011 | |
| Net cash from operating activities before | -3,557 | 862 | |
| financial items and taxes | |||
| Interest paid | -332 | -503 | |
| Dividends received from business | 2,020 | 1,173 | |
| Interest received | 197 | 185 | |
| Other financial items | -67 | -294 | |
| Cash flow from operating activities | -1,739 | 1,423 | |
| Cash flow from investing activities | |||
| Purchases of property, plant and equipment and intangible assets | -271 | -169 | |
| Proceeds from sale of property, plant and | 0 | 6 | |
| equipment and intangible assets | |||
| Acquisition of subsidiaries | -173 | ||
| Other investments | -353 | ||
| Cash flow from investing activities | -623 | -337 | |
| Cash flow from financing activities | |||
| Proceeds from and repayment of non-current borrowings | -1,856 | ||
| Proceeds from and repayment of current | -594 | ||
| borrowings and change in credit limit | |||
| Repayment of equity | -1,247 | ||
| Group contribution received | 3,840 | ||
| Cash flow from financing activities | 1,999 | -1,856 | |
| Change in cash and cash equivalents | -363 | -770 | |
| Cash and cash equivalents at the beginning of the year | 404 | 1,174 | |
| Net increase/decrease in cash and cash equivalents | -363 | -770 | |
| Cash and cash equivalents at the end of the period | 41 | 404 |
The financial statements of Nurminen Logistic Plc are prepared in accordance with Finnish Accounting Standards (FAS).
Items of property, plant and equipment and intangible assets are carried at cost less the planned depreciation and amortisation. They are depreciated or amortised over their estimated useful lives,
| which are the following: | |||
|---|---|---|---|
| • Intangible assets | 3–5 years | • Machinery and equipment | 3–10 years |
| • Other capitalised long-term expenditure 5–10 years | • Goodwill | 5–10 years |
The company's subsidiary shares and other shares in the investments in non-current assets are valued at acquisition cost or, if lower, at fair value. The fair value that are used as the basis for the valuation of subsidiary shares is based on management's valuation calculations of future cash flows of subsidiaries.
Receivables are stated at their nominal value or at a lower probable value.
The company books the deferred taxes in the financial statements and they have been calculated for temporary differences between taxation and the financial statements using the tax rate for the following years confirmed at the time of financial statements. The balance sheet includes tax receivables from confirmed losses, which are booked in accordance with the precautionary principle (75% of
confirmed losses).
Pension costs are presented in accordance with national legislation in each country. The pension security of the Finnish personnel has been arranged through external pension insurance companies.
Foreign currency receivables and liabilities are translated into euro at the closing rate at the balance sheet date.
During the financial year 2021, the company has invoiced rents from Skillpixels Oy worth EUR 1,200.00 (the company is controlled by the CEO). The company has also invoiced ticket expenses of EUR 1,123.85 from Russian Capital Management Oy (the company is controlled by the CEO). On the closing date, the company has EUR 1,488.00 of open receivables from Skillpixels Oy.
Lease payments are accounted for as rental costs. Lease payments due in the future years under the agreements are presented under contingencies and commitments.
The company conducted two share issues during the financial year. The amount of shares is 78,101,654 after these transactions as at balance sheet date 31 December 2022.
| Number of shares | |
|---|---|
| 31 December 2021 | 77,194,190 |
| Directed free share issue in February 2022 | 774,386 |
| Directed free share issue in July 2022 | 133,078 |
| 31 December 2022 | 78,101,654 |
The company's shares have no nominal value. The maximum share capital of the company is EUR 4,215 thousand. The company held 65,262 of its own shares at 31 Dec 2022.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| 1. Net sales | ||
| Sale of services | 3,716 | 3,434 |
| Total | 3,716 | 3,434 |
| 2. Other operating income | ||
| Rental income | 3,047 | 3,173 |
| Others | 112 | 36 |
| Total | 3,159 | 3,209 |
| 3. Disclosures for personnel and members of company organs | ||
| Personnel expenses | ||
| Salaries and fees | -1,678 | -2,705 |
| Pension expenses and pension contributions | -213 | -222 |
| Other social security costs | -25 | -34 |
| Total | -1,916 | -2,961 |
| 4. Depreciation, amortisation and impairment losses | ||
| Depreciation and amortisation according to plan | ||
| Intangible rights | -3 | |
| Other capitalised long-term expenditure | -361 | -387 |
| Impairment losses | -10 | -129 |
| Total | -374 | -516 |
| 5. Other operating expenses | ||
| Other operating expenses | -5,747 | -4,254 |
| Total | -5,747 | -4,254 |
| Auditor fees | ||
| Audit fees | -88 | -90 |
| Other fees paid to auditors | -7 | -27 |
| Total | -95 | -117 |
| 6. Financial income and expenses | ||
| Dividend income | ||
| Dividend income from Group companies | 2,020 | 1,173 |
| Total | 2,020 | 1,173 |
| Interest and other financial income | ||
| Interest income from Group companies | 197 | 184 |
| Interest and other financial income from others | 1 | |
| Total | 197 | 185 |
| Interest and other financial expenses | ||
| Impairment losses from non-current investments | -33 | |
| Interest and other financial expenses to others | -569 | -789 |
| Total | -602 | -789 |
| Financial income and expenses total | 1,616 | 568 |
| 7. Appropriations | ||
| Group contributions received | 3,840 | |
| 5. Deferred taxes and 8. Income taxes | ||
| Losses of parent company from previous financial years | 10,456 | 8,948 |
| Confirmed losses will expire in 2022–2029 | ||
| Deferred tax assets on losses from previous financial years | 1,342 | 1,790 |
| Change in deferred tax liabilities | 1,342 |
During the accounting period, EUR 9,095.25 of confirmed losses expired, of which the deferred tax asset accounted for EUR 1,363.84 (75%).
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| 1. Property, plant and equipment and intangible assets | ||
| Intangible rights: | ||
| Cost at 1 January | 149 | 149 |
| Additions | 26 | |
| Cost at 31 December | 175 | 149 |
| Accumulated planned amortisation at 1 Jan | -148 | -147 |
| Depreciation for the period | -3 | |
| Accumulated planned amortisation at 31 Dec | -151 | -148 |
| Carrying amount at 31 Dec | 24 | 2 |
| Other capitalised long-term expenditure | ||
| Cost at 1 January | 3,144 | 3,191 |
| Additions | 178 | 83 |
| Disposals | -10 | -129 |
| Cost at 31 December | 3,313 | 3,144 |
| Accumulated planned amortisation at 1 Jan | -1,921 | -1,535 |
| Depreciation for the period | -361 | -386 |
| Accumulated planned amortisation at 31 Dec | -2,283 | -1,921 |
| Carrying amount at 31 Dec | 1,030 | 1,223 |
| Prepayments and acquisitions in progress | ||
| Cost at 1 January | 153 | 7 |
| Additions | 228 | 224 |
| Disposals and transfers between asset categories | -178 | -79 |
| Cost at 31 December | 202 | 153 |
| Carrying amount at 31 Dec | 202 | 153 |
| Land area | ||
| Cost at 1 January | 22 | 22 |
| Carrying amount at 31 Dec | 22 | 22 |
| Other tangible assets | ||
| Cost at 1 January | 9 | 9 |
| Cost at 31 December | 9 | 9 |
| Accumulated planned amortisation at 1 Jan | -1 | -1 |
| Depreciation for the period | ||
| Accumulated planned amortisation at 31 Dec | -1 | -1 |
| Carrying amount at 31 Dec | 8 | 8 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| 2. Investments | ||
| Holdings in Group companies | ||
| Cost at 1 January | 13,934 | 13,934 |
| Additions | ||
| Carrying amount at 31 Dec | 13,934 | 13,934 |
| Investments in reserve for invested unrestricted equity of Group companies | ||
| Cost at 1 January | 31,031 | 31,031 |
| Additions | ||
| Carrying amount at 31 Dec | 31,031 | 31,031 |
| Holdings in associates | ||
| Cost at 1 January | 204 | 204 |
| Carrying amount at 31 Dec | 204 | 204 |
| Other shares and holdings | ||
| Cost at 1 January | 21 | |
| Additions | 600 | |
| Disposals | -281 | 21 |
| Carrying amount at 31 Dec | 340 | 21 |
| Total | 45,509 | 45,190 |
| Registered office | Share of ownership % |
|
|---|---|---|
| Subsidiaries | ||
| Nurminen Logistics Services Oy | Finland | 100 |
| Kiinteistö Oy Kotkan Siikasaarentie 78 | Finland | 100 |
| Kiinteistö Oy Luumäen Suoanttilantie 101 | Finland | 100 |
| Kiinteistö Oy Vainikkalan Huolintatie 13 | Finland | 100 |
| OOO Nurminen Logistics | Russia | 100 |
| Nurminen Maritime Latvia SIA | Latvia | 51 |
| Nurminen Maritime UAB | Lithuania | 51 |
| Kiinteistö Oy Helsingin Satamakaari 24 | Finland | 51 |
| Associates and joint ventures | ||
| Pelkolan Terminaali Oy | Finland | 20 |
NR Rail Oy was liquidated through the liquidation procedure in January 2022 and RW Logistics Oy in December 2022.
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| 3. Receivables | ||
| Non-current | ||
| Deferred tax assets | 1,342 | 1,342 |
| Total | 1,342 | 1,342 |
| Current | ||
| Current receivables from Group companies | 2,628 | 1,853 |
| Group contribution receivables | 3,840 | |
| Trade receivables | 3,231 | 2,166 |
| Other receivables | 40 | 63 |
| Total | 5,899 | 7,923 |
| Prepayments and accrued income | ||
| Prepaid expenses | 80 | -132 |
| Other receivables | 8 | 32 |
| Total | 88 | 165 |
| Total current receivables | 5,987 | 8,087 |
| 4. Equity | ||
| Share capital total | 4,215 | 4,215 |
| Share premium reserve | 86 | 86 |
| Legal reserve | 2,374 | 2,374 |
| Restricted shareholders' equity total | 6,675 | 6,675 |
| Reserve for invested unrestricted equity 1 Jan. | 37,697 | 36,408 |
| Hybrid bond conversion to shares | 1,288 | |
| Repayment of equity | -1,247 | |
| Reserve for invested unrestricted equity 31 Dec. | 36,449 | 37,697 |
| Retained earnings | -5,965 | -10,627 |
| Profit/loss for the financial period | 454 | 4,662 |
| Total unrestricted equity | 30,938 | 31,732 |
| Total equity | 37,613 | 38,406 |
| Distributable funds | ||
| Reserve for invested unrestricted equity | 36,449 | 37,697 |
| Retained earnings | -5,965 | -10,627 |
| Profit/loss for the financial period | 454 | 4,662 |
| Total | 30,938 | 31,732 |
The company owns 65,262 of its own shares.
| Non-current liabilities from others | ||
|---|---|---|
| Loans from financial institutions | 1,500 | 10,144 |
| Other liabilities | 53 | 106 |
| Total | 1,553 | 10,250 |
| Total non-current liabilities | 1,553 | 10,250 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| 7. Current liabilities | ||
| Current liabilities to Group companies | ||
| Trade payables | 168 | 219 |
| Other liabilities | 4,063 | 4,121 |
| Accrued expenses | 7 | |
| Total | 4,238 | 4,340 |
| Current liabilities to others | ||
| Interest-bearing liabilities | ||
| Loans from financial institutions | 9,103 | 1,000 |
| Total | 9,103 | 1,000 |
| Non-interest bearing liabilities | ||
| Trade payables | 251 | 506 |
| Other liabilities | 89 | 148 |
| Accrued expenses | ||
| Employee benefit expense accruals | 737 | 347 |
| Interest accruals | 198 | 30 |
| Others | 383 | 1,403 |
| Total | 1,658 | 2,434 |
| Total current liabilities | 14,999 | 7,774 |
| EUR 1,000 | 2022 | 2021 |
|---|---|---|
| Liabilities and contingent liabilities secured by | ||
| corporate mortgages and pledges | ||
| Loans from financial institutions | 10,144 | 11,144 |
| Customs duties and other guarantees | 794 | 1,307 |
The loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According to the agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from the operational cash flow. The loan amount as at 31 December 2022 is EUR 7,644 thousand (as at 31 December 2021: EUR 7,644 thousand). The loan matures in June 2023, in this regard the company has started negotiations to renew the loan.
The group took out a new EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the previous financial year. The loan amount as at 31 December 2022 is EUR 2,500 thousand (as at 31 December 2021: EUR 3,500 thousand). The signed agreement with Oma Säästöpankki Oyj includes a covenant that the credit rating of no individual group company can decrease below Alfa Rating A and the equity ratio of the Group should not be under 20% at each financial statement date during the loan period.
| Interest-bearing accounts for which business mortgages have been given and subsidiary shares pledged |
||
|---|---|---|
| Credit limit | 1,000 | 1,000 |
| Unused credit | 541 | 1,000 |
| Guarantees given on behalf of companies belonging to the same Group | ||
| Book value of pledged subsidiary shares | 43,766 | 43,766 |
| Mortgages given on own behalf | ||
| Company mortgages | 15,500 | 15,500 |
| Rental guarantees | ||
| Deposit 1 April 2021–1 April 2023, after which can be resigned on a separate notice | 599 | 599 |
| Rental security Kiinteistö Oy Luumäen Suoanttilantie 101 | ||
| Lease agreement has been terminated in January 2022. | ||
| Rent liabilities | ||
| Payable in next year | 2,825 | 2,570 |
| Payable later | 12,627 | 14,137 |
| Amounts payable under leases | ||
| Payable in next year | 88 | 106 |
| Payable later | 90 | 8 |
| 2022 | 2021 | |
|---|---|---|
| Number of personnel | ||
| Personnel, average | 12 | 15 |
| Personnel, at year-end | 12 | 11 |
| Salaries and fees paid to the management (EUR 1,000) | ||
| Members of the Board of Directors and Managing Director | 666 | 667 |
The company has additional pension agreements based on a previous acquisition. The additional pension benefits concern 31 persons, none of whom is a member of the Executive Board. The average duration of the defined benefit obligation was 7 years at the end of the reporting period. The amount of the liability as at 31 December 2022 is EUR 49,772.00.
The lease agreement related to the Luumäki property has been terminated in January 2022. The tenant has disputed the agreement and filed a lawsuit with the Helsinki District Court in January 2022. According to management's assessment, the lawsuit is unfounded. The company does not consider the lawsuit to be successful, and according to the management's view, the trial will probably have a positive outcome. The lawsuit has no significant impact on the group's financial position.
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Net sales, EUR 1,000 | 3,018 | 3,434 | 3,716 |
| Operating result (EBIT) EUR 1,000 | 192 | -1,088 | -1,162 |
| Adjusted operating result, | 174 | ||
| (EBIT) EUR 1,000* | |||
| % of net sales | 6.4% | -31.7% | -31.3% |
| Adjusted % of net sales* | 5.1% | ||
| Result for the financial | 1,604 | 4,662 | 454 |
| year, EUR 1,000 | |||
| Adjusted result for the financial | 742 | ||
| year, EUR 1,000** | |||
| % of net sales | 53.2% | 135.8% | 12.2% |
| Adjusted % of net sales** | 21.6% | ||
| Return on equity (ROE), % | 5.9% | 13.2% | 1.2% |
| Return on investment (ROI), % | 5.4% | 0.6% | 2.2% |
| Adjusted return on investment (ROI), %* | 3.2% | ||
| Equity ratio, % | 60.7% | 68.1% | 69.4% |
| Gearing, % | 36.4% | 28.0% | 28.1% |
| Wages and salaries paid, EUR 1,000 | 1,389 | 2,705 | 1,678 |
| Adjusted wages and salaries paid, EUR 1,000* | 1,443 | ||
| Average number of employees | 14 | 15 | 12 |
* Non-recurring remuneration for the 2021 financial year which, based on an estimate of Nurminen's management, is not associated with normal business operations, has been taken into consideration in the adjusted key figure.
** Non-recurring remuneration, Group contribution and change in deferred tax liabilities have been taken into consideration in the adjusted key figure.
The parent company's distributable equity on 31 December 2022 is EUR 30,938,118.26, of which the profit for the period amounted to EUR 453,583.04. The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on distributing a maximum of EUR 1.0 million as dividends at a separately announced date during 2023, should the company's financial position allow. The remaining distributable assets will be retained in unrestricted equity.
All shares outstanding on the dividend payment record date, with the exception of the treasury shares held by the company, are entitled to dividend for 2022.
Helsinki 14.3.2023
Irmeli Rytkönen Olli Pohjanvirta Chair of the Board of Directors President and CEO
Juha Nurminen Erja Sankari
Karri Koskela Victor Hartwall
Auditor's note
Auditor's report has been issued today.
Helsinki 14.3.2023 Ernst & Young Oy Authorised Public Accountant Firm
Juha Hilmola Authorised Public Accountant
To the Annual General Meeting of Nurminen Logistics Plc
We have audited the financial statements of Nurminen Logistics Plc (business identity code 0109707-8) for the year ended 31 December 2022. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies, as well as the parent company's balance sheet, income statement, statement of cash flows and notes.
In our opinion
Our opinion is consistent with the additional report submitted to the Audit Committee.
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 4 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence
of management bias that represented a risk of material misstatement due to fraud.
Refer to note summary of significant accounting policies and note 18.
As of balance sheet date 31 December 2022, the group had deferred tax assets arising from the unused tax losses carry forward amounting to 6,7 M€.
The amount of deferred tax asset is material to financial statements. Management assessment related to the recognition of deferred tax assets and the likelihood of future income includes judgements relating to assumptions affected by future market and economic developments. Due to above mentioned judgmental factors, valuation of deferred tax assets was determined to be a key audit matter.
When auditing deferred tax assets we evaluated company's evidence that there will be future taxable income available to utilize the deferred tax assets
As part of our audit procedures we
We refer to the accounting principles for the consolidated financial statements in the note 1 of the consolidated financial statements, note 2 segment information and the note 19 trade and other receivables.
Revenue recognition is considered as a key audit matter because revenues are a key financial performance measure which could create an incentive for revenues to be recognized prematurely.
Relevant areas from the net sales perspective are accuracy of the recognized amounts and timing of revenue recognition.
Revenue recognition was determined to be a key audit matter and a significant risk of material misstatement referred to in EU Regulation No 537/2014, point (c) of Article 10 (2). due to the identified risk of material misstatement in timely revenue recognition.
We refer to the accounting principles of the parent company and to the note 2 of the balance sheet of the parent company
Valuation of subsidiary investments is considered as a key audit matter because of the judgment involved in the valuation process and because the subsidiary investments are significant to the parent company balance sheet. The carrying value of subsidiary investments as of the balance sheet date 31 December 2022 amounted to 45,5 million euros. These investments represented some 84 % of the total assets and some 121 % of the total equity.
Valuation of subsidiary investment requires management to make an assessment whether
Our audit procedures to address the risk of material misstatement included
In addition, we requested external trade receivable confirmations, tested general ledger journal entries on a sample basis as well as performed analytical procedures in order to identify abnormal entries.
We also assessed the sufficiency of the revenue recognition disclosures in respect of the IFRS 15 standard.
We involved EY valuation specialists to assist us in evaluating the methodologies, calculations and assumptions applied by the management in the valuation of parent company's subsidiary investments.
The assumptions applied by the management were compared to
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the group's ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We were first appointed as auditors by the Annual General Meeting on 12 April 2016, and our appointment represents a total period of uninterrupted engagement of 7 years.
The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed, we conclude that there is a material misstatement of the report of the Board of Directors, we are required to report that fact. We have nothing to report in this regard.
Helsinki, 14 March 2023
Ernst & Young Oy Authorized Public Accountant Firm
Juha Hilmola Authorised Public Accountant
We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the digital files 743700O69NCHTNEV0362-2022-12-31-fi.zip of Nurminen Logistics Oyj for the financial year 1.1.-31.12.2022 to ensure that the financial statements are marked/tagged with iXBRL in accordance with the requirements of Article 4 of EU Commission Delegated Regulation (EU) 2018/815 (ESEF RTS).
The Board of Directors and Managing Director are responsible for the preparation of the Report of Board of Directors and financial statements (ESEF financial statements) that comply with the ESESF RTS. This responsibility includes:
The Board of Directors and Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of ESEF financial statements in accordance with the requirements of ESEF RTS.
We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The auditor applies International Standard on Quality Control (ISQC) 1 and therefore maintains a comprehensive quality control system including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
In accordance with the Engagement Letter we will express an opinion on whether the electronic tagging of the consolidated financial statements complies in all material respects with the Article 4 of ESEF RTS. We have conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000.
The engagement includes procedures to obtain evidence on:
The nature, timing and extent of the procedures selected depend on the auditor's judgement including the assessment of risk of material departures from requirements sets out in the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our statement.
In our opinion the tagging of the consolidated financial statement included in the ESEF financial statement of Nurminen Logistics Oyj for the year ended 31.12.2022 complies in all material respects with the requirements of ESEF RTS.
Our audit opinion on the consolidated financial statements of Nurminen Logistics Oyj for the year ended 31.12.2022 is included in our Independent Auditor's Report dated 14.3.2023. In this report, we do not express an audit opinion any other assurance on the consolidated financial statements.
Helsinki 14.3.2023
Ernst & Young Oy Authorized Public Accountant Firm
Juha Hilmola Authorized Public Accountant
Head office Satamakaari 24 00980 Helsinki, Finland Tel. +358 10 545 00 [email protected] www.nurminenlogistics.com
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