NURMINEN LOGISTICS PLC’S INTERIM REPORT 1 JANUARY – 30 JUNE 2015

Nurminen Logistics Plc                                                Interim report 6 August 2015 at 1:00 p.m.

Nurminen Logistics key figures 1 January – 30 June 2015

  • Net sales were EUR 23.1 million (2014: EUR 28.3 million).
  • Reported operating result was EUR -1.3 million (EUR -0.3 million).
  • Operating margin was -5.8% (-1.2%).
  • Operating result excluding non-recurring items was EUR -1.2 million (EUR -0.2 million).
  • EBT was EUR -2.2 million (EUR -1.4 million).
  • Net result was EUR -2.2 million (EUR -1.6 million).
  • Earnings per share, undiluted: EUR -0.18 (EUR -0.14).
  • Earnings per share, diluted: EUR -0.18 (EUR -0.14).
  • The company’s cash flow from operations was EUR 1,036 thousand (EUR -2,178 thousand).

Second quarter 1 April – 30 June 2015

  • Net sales were EUR 12.1 million (2014: EUR 14.1 million).
  • Reported operating result was EUR 0.1 million (EUR -0.4 million).
  • Operating margin was 0.9% (-2.6%).
  • Operating result excluding non-recurring items was EUR 0.2 million (EUR -0.4 million).
  • EBT was EUR -0.6 million (EUR -0.7 million).
  • Net result was EUR -0.7 million (EUR -0.8 million).
  • Earnings per share, undiluted: EUR -0.05 (EUR -0.08).
  • Earnings per share, diluted: EUR -0.05 (EUR -0.08).
  • The company’s cash flow from operations was EUR 512 thousand (EUR -544 thousand).

OLLI POHJANVIRTA, PRESIDENT AND CEO:

“The company’s operating result improved and net sales grew in the second quarter compared to the first quarter of the year. This positive development in the second quarter in spite of the continued weak market situation was enabled by new customers in terminal and forwarding operations, increased exports of forest industry products particularly through Vuosaari Harbour, a substantial increase in railway transport volume, and efficiency improvement measures previously implemented in the company. The positive trend will continue through the second half of the year barring significant and sudden negative changes in the market. The company has been successful in adjusting its operations to the negative changes in the Russian economy. The importance of transit logistics to the company is currently very low because we have already reacted to changes by modifying our clientele.

In railway logistics, we signed in the second quarter new long-term agreements related to fleet operation and leasing, and continued to implement efficiency improvement measures with regard to operations and the structure of the fleet. In addition, measures that have already been taken will support the positive development of the result of the Railway Logistics business unit in the second half of the year. The performance of the special transport business was in line with targets during the review period, while the project business failed to achieve its objectives, partly due to project starts being postponed. The Forwarding and Value Added Services business unit’s net sales remained on a par with the comparison period, but the result improved significantly.

The company’s financial position improved as a result of property agreements concluded during the review period and the efficiency improvement measures implemented in the company will show their full effect on cash flow from this point on. The company’s operational efficiency has improved compared to the corresponding period in 2014 considering revenue per employee or rolling stock,” says Olli Pohjanvirta, President and CEO.

MARKET SITUATION IN THE REVIEW PERIOD

In terms of the market conditions, the second quarter of 2015 was similar to the first quarter in all of the company’s business areas. The economic situation in Russia stabilised toward the end of the review period, which was reflected in both an increase in Finnish exports by rail to Russia compared to the very subdued first quarter, as well as in positive developments in domestic transports in Russia.

NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY – 30 JUNE 2015

The net sales for the review period amounted to EUR 23.1 million (2014: EUR 28.3 million), which represents a decrease of 18% compared to 2014. The reported operating result was EUR -1,329 (-349) thousand. The operating result includes non-recurring items of EUR -127 (-174) thousand. The comparative operating result was therefore EUR -1,202 (-174) thousand. The non-recurring items in the review period were related to reductions in personnel.

The appreciation of the Russian rouble during the review period decreased the company’s financial items by EUR 431 thousand. This exchange rate profit had no cash flow impact.

Railway Logistics

The Railway Logistics business unit’s net sales for the review period amounted to EUR 6,657 (2014: 10,118) thousand and the operating result was EUR -840 (504) thousand. The operating result includes non-recurring items of EUR -60 (-85) thousand. The comparative operating result was therefore EUR -780 (589) thousand. The operating result includes exchange rate losses on internal purchase invoices at the amount of EUR 0.6 million. The net sales and operating result of the Railway Logistics business unit showed a significant year-on-year decline in the review period, particularly due to the weak start to the year. The first quarter’s net sales and result were negatively affected by lower transport volumes in traffic between Finland and Russia, as well as the weak rouble. 

Special Transports and Projects

The Special Transports and Projects business unit’s net sales for the review period amounted to EUR 3,249 (2014: 4,561) thousand and the operating result was EUR 102 (202) thousand. The operating result includes non-recurring items of EUR 0 (0) thousand. The comparative operating result was therefore EUR 102 (202) thousand.The business unit’s net sales declined significantly due to a decrease in volumes in project transport. These kinds of substantial fluctuations in volumes are very typical of the project business. The decline in volumes had an impact on the operating result, which nevertheless showed a clear profit due to efficiency improvement measures in production operations.

Forwarding and Value Added Services

The net sales of the Forwarding and Value Added Services business unit for the review period amounted to EUR 13,431 (13,959) thousand and the operating result was EUR -591 (-1,055) thousand. The operating result includes non-recurring items of EUR -67 (-89) thousand. The comparative operating result was therefore EUR -524 (-966) thousand. The business unit’s net sales remained on a par with the comparison period. The operating result, however, showed a significant year-on-year improvement. The break-bulk cargo business at the Vuosaari terminal was at a higher level than in the comparison period, and pulp, paper and forest industry volumes at the Vuosaari terminal grew compared to both the previous quarter and the comparison period. Demand for services at the Kotka, Hamina and Luumäki terminals was weaker than in the comparison period.

NET SALES BY UNIT 1-6/2015 1-6/2014 1-12/2014
EUR 1,000
Railway Logistics 6,657 10,118 17,935
Special Transports and Projects 3,249 4,561 7,794
Forwarding and Value Added Services 13,431 13,959 27,778
Eliminations -240 -381 -734
Total 23,097 28,256 52,774

OPERATING RESULT BY UNIT 1-6/2015 1-6/2014 1-12/2014
EUR 1,000
Railway Logistics -840 504 2,686
Special Transports and Projects 102 202 163
Forwarding and Value Added Services -591 -1,055 -1,521
Total -1,329 -349 1,328

NET SALES AND FINANCIAL PERFORMANCE 1 APRIL – 30 JUNE 2015

The net sales for the second quarter amounted to EUR 12.1 million (2014: EUR 14.1 million), which represents a decrease of 14% compared to 2014. The reported operating result was EUR 106 (-372) thousand. The operating result for the second quarter was improved by unrealised exchange rate gains resulting from the depreciation of the Russian rouble by EUR 0.1 million.

The net sales of the Railway Logistics business unit declined compared to the corresponding period in 2014 primarily due to lower volumes between Finland and Russia and the depreciation of the rouble. The business unit’s operating result, however, showed a year-on-year improvement due to improved efficiency. There were no changes in the customer base of the Railway Logistics business unit.

The net sales and operating result of the Special Transports and Projects business unit decreased significantly compared to the corresponding period in 2014. Decline in net sales and operating result was due to a contraction in volumes in the project business.

Net sales decreased slightly year-on-year in Forwarding and Value Added Services, primarily due to a decline in the net sales of the subsidiaries in the Baltic countries. However, the business unit’s operating result improved substantially. The positive development of the result was primarily due to new customers and efficiency improvement measures. Considering the general economic situation, the profit development of the business unit’s Finnish operations was good during the review period.

NET SALES BY UNIT 4-6/2015 4-6/2014 Change
EUR 1,000
Railway Logistics 3,691 4,577      -886
Special Transports and Projects 1,677 2,347 -669
Forwarding and Value Added Services 6,857 7,477 -619
Eliminations -92 -258 167
Total 12,134 14,142 -2,008

OPERATING RESULT BY UNIT 4-6/2015 4-6/2014 Change
EUR 1,000
Railway Logistics -34 -191 157
Special Transports and Projects 35 152 -117
Forwarding and Value Added Services 105 -332 438
Total 106 -372 478

OUTLOOK

Nurminen Logistics expects its market conditions during the second half of the year to be similar to the second quarter.

In the present situation, the forecast horizon is short. Nurminen Logistics expects its net sales, operating result and earnings per share to decline from the 2014 levels. If realised, the planned fleet sales will have a positive impact on cash flow and financial position. The effect of fleet sales on the result depends on the rouble exchange rate at the time of the transaction. The predictability of the operating result involves significant uncertainty due to the development of the rouble exchange rate in the second half of the year.

The company’s long-term goal is to grow at a faster rate than the market, on average by over 15% per year. Going forward, over 50% of net sales will come from the growth markets of Russia and its neighbouring countries. The company’s further long-term goals are to improve profitability, achieve an operating profit level of 10 per cent and return on equity of 20 per cent.

SHORT-TERM RISKS AND UNCERTAINTIES

A significant decline of the Finnish economy and the Russian economy compared to the current situation would have a negative impact on the company’s operations and result. The company has already taken steps to react to the Ukrainian crisis, which means that the further escalation of the crisis would only impact the company through the weakening of the Finnish economy and the Russian economy.

The company has received a total of 32 subsequent levy decisions from the National Board of Customs’ Eastern District Office in Lappeenranta, which state that the company and VG Cargo Plc, which has filed for bankruptcy, are liable to pay import taxes from the year 2009. The company’s liability for the import taxes is, at a maximum, EUR 0.5 million. The company does not consider itself liable for the aforementioned import taxes and has not recorded provisions for the associated costs. If there is a case for subsequent levy, the company’s view is that the levy should primarily be directed at the bankruptcy estate of VG Cargo Plc and be paid from its valid customs guarantee. The company has filed an appeal with the Helsinki District Court against the subsequent levy decisions made by the National Board of Customs.

FINANCIAL POSITION AND BALANCE SHEET

The company’s cash flow from operations was EUR 1,036 thousand. Cash flow from investments was EUR 38 thousand. Cash flow from financing activities amounted to EUR -1,145 thousand.

At the end of the review period, cash and cash equivalents amounted to EUR 1,500 thousand. The company’s liquidity position is stable as a result of the property arrangement and share issue announced on 4 June 2015.

On 27 February 2015, Nurminen Logistics signed a 12-month financing agreement relating to its continuing business operations with its financing banks. The financing agreement includes covenants that are assessed on a quarterly basis.

The covenants of the Group’s loans from financial institutions, namely the ratio of net debt to operating margin and the equity ratio, were breached as of the interim report date of 30 June 2015. The Group has received a commitment from its creditors confirming that the breach of the covenants in the second quarter will not have any consequences on the Group. The company is negotiating long-term financing method which will enable the development of operations.

Nurminen Logistics Plc has agreed with Ilmarinen Mutual Pension Insurance Company on an arrangement concerning the lease payment schedule of terminals located at the Vuosaari harbor as well as in Luumäki, Niirala and Vainikkala. A proportion of leases allocated for years 2015–2021 will, as an advanced payment, be paid to Ilmarinen by means of 13.5 million euro loans granted by Ilmarinen to the company. The rest of the originally agreed lease will yet be paid during the lease period. As part of the agreement related to the lease payments, Nurminen Logistics Plc arranged a 1.7 million euro share issue. The Board of Directors of Nurminen Logistics Plc decided on a directed share issue in order to allow the immediate implementation of the agreement and to minimize the arrangement costs. The decision on the share issue is based on the authorization granted by the Annual General Meeting of Shareholders on 7 April 2015.

In the share issue, a maximum total of 1,416,668 new shares in the company were offered, in deviation from the shareholders’ pre-emptive right, for subscription to certain members of the Board of Directors and the President and CEO of the company and/or the companies, in which they exercise control. The shares were subscribed as follows: Juha Nurminen and JN Uljas Oy, in which he exercises control, 1,291,667 shares in total, and Jukka Nurminen, Tero Kivisaari and Russian Capital Management Oy, in which Olli Pohjanvirta exercises control, each 41,667 shares.

The Group’s interest-bearing debt totalled EUR 33.1 million, while net interest-bearing debt amounted to EUR 31.6 million. The agreement with Ilmarinen Mutual Pension Insurance Company signed in June concerning the lease payment schedule of terminals located at the Vuosaari harbor as well as in Luumäki, Niirala and Vainikkala increased company’s long-term net interest-bearing debt by EUR 13.5 million.

The balance sheet total was EUR 63.2 million and the equity ratio was 18.4%.

CHANGES IN THE TOP MANAGEMENT

Nurminen Logistics announced on 13 April 2015 that Mr. Ari Viinikkala has resigned from his position as Nurminen Logistics Plc’s Chief Financial Officer and member of the Executive Board. Viinikkala will leave his position on 31 July 2015.

Nurminen Logistics announced on 23 June 2015 that the Board of Directors of Nurminen Logistics Plc has elected Mr. Marko Tuunainen (M. Sc. Econ.) as President and CEO of the Company. Mr. Tuunainen has previously acted in the Company as SVP, Forwarding and Value added services business line. Mr. Tuunainen will start in the position of the President and CEO 1 August 2015 and will continue in his previous role in addition to other duties. The current Nurminen Logistics Plc’s President and CEO Olli Pohjanvirta will act in his current position until 31 July 2015. After this Mr. Pohjanvirta will continue in the Company as a support for the new CEO until further notice. The Board of Directors is proposing to nominate Mr. Pohjanvirta as a new member of the Board.

CAPITAL EXPENDITURE

The Group’s gross capital expenditure during the review period amounted to EUR 296 (322) thousand, accounting for 1.0% of net sales. Depreciation totalled EUR 1.0 (1.3) million, or 4.4% of net sales.

GROUP STRUCTURE

There were no changes in the group structure of Nurminen Logistics Plc. The Group comprises the parent company, Nurminen Logistics Plc, as well as the following subsidiaries and associated companies, owned directly or indirectly by the parent (ownership, %): RW Logistics Oy (100%), Nurminen Logistics Services Oy (100%), Nurminen Logistics Heavy Oy (100%), Nurminen Logistics Finland Oy (100%), Nurminen Maritime Latvia SIA (51%), Pelkolan Terminaali Oy (20%), OOO Nurminen Logistics (100%), ZAO Terminal Rubesh (100%), Nurminen Logistics LLC (100%), UAB Nurminen Maritime (51%), Nurminen Maritime Eesti AS (51%), Team Lines Latvia SIA (23%) and Team Lines Estonia Oü (20.3%).

PERSONNEL

At the end of the review period the Group’s number of personnel stood at 220, compared to 233 on 31 December 2014. The number of employees working abroad was 46.

The Railway Logistics unit had 26 employees, the Special Transports and Projects unit had 18 employees and the Forwarding and Value Added Services unit had 161 employees. Management and administrative personnel comprised 15 employees.

SHARES AND SHAREHOLDERS

The trading volume of Nurminen Logistics Plc’s shares was 200,973 during the period from 1 January to 30 June 2015. This represented 1.5% of the total number of shares. The value of the turnover was EUR 262,236. The lowest price during the review period was EUR 0.98 per share and the highest EUR 1.66 per share. The closing price for the period was EUR 1.27 per share and the market value of the entire share capital was EUR 16,583,332 at the end of the period.

At the end of the review period the company had 629 shareholders.

In 30 June 2015 the company held 20,275 of its own shares, corresponding to 0.2% of votes.

DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Nurminen Logistics Plc’s Annual General Meeting of Shareholders held on 7 April 2015 made the following decisions:

Adoption of the financial statements and resolution on the discharge from liability

The Annual General Meeting of Shareholders confirmed the company’s financial statements and the Group’s financial statements for the financial period 1 January 2014 – 31 December 2014 and released the Board of Directors and the President and CEO from liability.

Payment of dividend

The Annual General Meeting of Shareholders approved the Board’s proposal that no dividend shall be paid for the financial year 1 January 2014 – 31 December 2014.

Composition and remuneration of the Board of Directors

The Annual General Meeting of Shareholders resolved that the Board of Directors shall consist of four (4) ordinary members. The Annual General Meeting of Shareholders re-elected the following ordinary members to the Board of Directors: Tero Kivisaari, Juha Nurminen, Jukka Nurminen and Alexey Grom. In its organising meeting immediately following the Annual General Meeting of Shareholders, the Board of Directors elected Tero Kivisaari as the Chairman of the Board. The Board of Directors also appointed an Audit Committee. The members of the Audit Committee are Jukka Nurminen and Alexey Grom.

The Annual General Meeting of Shareholders resolved that for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2016 remuneration level will be as follows: annual remuneration of EUR 40,000 for the Chairman and EUR 20,000 for the other members. In addition, a meeting fee of EUR 1,000 per meeting for the Board and Board Committee meetings shall be paid for each member of the Board living in Finland and EUR 1,500 per meeting for a member of the Board living outside Finland. 50 per cent of the annual remuneration will be paid in the form of Nurminen Logistics Plc’s shares and the remainder in money. A member of the Board of Directors may not transfer shares received as annual remuneration before a period of three years has elapsed from receiving shares.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

Annual General Meeting authorised the Board to decide on issuance of shares and/or special rights entitling to shares pursuant to chapter 10 section 1 of the Finnish Companies Act.

Based on the aforesaid authorisation the Board of Directors is entitled to release or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights can be used, e.g., for the financing of company and business acquisitions corporate and business trading or for other business arrangements and investments, for the expansion of owner structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.

The authorisation gives the Board the right to decide on share issue with or without payment. The authorisation for deciding on a share issue without payment also includes the right to decide on the issue for the company itself, so that the authorisation may be used in such a way that in total no more than one tenth (1/10) of all shares in the company may from time to time be in the possession of the company and its subsidiaries.

The authorisation includes the right whereby the Board of Directors is entitled to decide of all other issues of shares and special rights. Furthermore, the Board of Directors is entitled to decide on share issues, option rights and other special rights, in every way, as the same as General Meeting could decide. The authorisation also includes right to decide on directed issues of shares and/or special rights.

The authorisation shall remain in force until 30 April 2016.

Auditor

KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen Logistics Plc’s auditor. Mr. Ari Eskelinen, APA, acts as the responsible auditor. The auditor’s term ends at the end of the first Annual General Meeting following the election. Auditor’s fee will be paid in accordance with the auditor´s invoice accepted by the company.

DIVIDEND POLICY

The company’s Board of Directors has on 14 May 2008 determined the company’s dividend policy, according to which Nurminen Logistics Plc aims to annually distribute as dividends approximately one third of its net profit, provided that the company’s financial position allows this.

AUTHORISATIONS GIVEN TO THE BOARD

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

Annual General Meeting authorised the Board to decide on issuance of shares and/or special rights entitling to shares pursuant to chapter 10 section 1 of the Finnish Companies Act.

Based on the aforesaid authorisation the Board of Directors is entitled to release or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights can be used, e.g., for the financing of company and business acquisitions corporate and business trading or for other business arrangements and investments, for the expansion of owner structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.

The authorisation gives the Board the right to decide on share issue with or without payment. The authorisation for deciding on a share issue without payment also includes the right to decide on the issue for the company itself, so that the authorisation may be used in such a way that in total no more than one tenth (1/10) of all shares in the company may from time to time be in the possession of the company and its subsidiaries.

The authorisation includes the right whereby the Board of Directors is entitled to decide of all other issues of shares and special rights. Furthermore, the Board of Directors is entitled to decide on share issues, option rights and other special rights, in every way, as the same as General Meeting could decide. The authorisation also includes right to decide on directed issues of shares and/or special rights.

The authorisation shall remain in force until 30 April 2016.

OTHER EVENTS DURING THE REVIEW PERIOD

Nurminen Logistics starts co-determination negotiations on the restructuring of the Group Communication function

Nurminen Logistics announced on 23 February 2015 that Nurminen Logistics is planning to implement cost savings by restructuring the Group Communication function. The planned cost savings aim to improve the cost structure of the Group Administration.

On 18 March 2015, the company announced that the negotiations have been concluded, and as an outcome of this, the Group Communication function’s work is reduced by 1.5 FTE.

Nurminen Logistics adjusts its operations in Finland and Russia

Nurminen Logistics announced on 31 March 2015 that it starts co-determination negotiations in its subsidiary Nurminen Logistics Services Oy. The company is planning to adapt its operations in Finland regarding rail terminal services and forwarding services and in Russia regarding rail transport services. According to preliminary estimates, the need for personnel reduction is estimated to be 9 man-years in Luumäki, Vartius, Imatra and Niirala. In Russia the adjustment requirement is estimated to be 4 man-years. By these measures Nurminen Logistics is preparing for decreased paper export volumes by rail to Russia. There is no increase in export volumes to Russia to be seen in 2015.  

Nurminen Logistics plans to sell its railway wagons in Russia

Nurminen Logistics announced on 2 April 2015 its plans to enhance operation of the wagon fleet in Russia by selling a part of its wagons. Wagons for sale are not operating under fixed customer contracts, but they are operating in the spot market. Released financial funds will improve company’s tightened financial position and the company will be able to efficiently develop its operation of leased wagon fleet in the growing segment of tank wagons. The company’s goal is to finalize this transaction during the second quarter of 2015.

Nurminen Logistics Plc’s co-determination negotiations concluded

Nurminen Logistics Plc announced on 31 March 2015 its plans to adapt its operations in Finland regarding rail terminal services and forwarding services and in Russia regarding rail transport services. The co-determination negotiations in its subsidiary Nurminen Logistics Services Oy have been concluded. The personnel reductions in Finland are 6 lay-offs and 3 shifts to part-time employment. In Russia the personnel reductions are 4 lay-offs. By these measures Nurminen Logistics is preparing for decreased paper export volumes by rail to Russia. There is no increase in export volumes to Russia to be seen in 2015. This information was published in a stock exchange release on 28 April 2015.  

Payment Arrangement for Terminal Leases and Directed Share Issue in Nurminen Logistics Plc

Nurminen Logistics Plc announced on 4 June 2015 that the company has agreed with Ilmarinen Mutual Pension Insurance Company on an arrangement concerning the lease payment schedule of terminals located at the Vuosaari harbor as well as in Luumäki, Niirala and Vainikkala. A proportion of leases allocated for years 2015–2021 will, as an advanced payment, be paid to Ilmarinen by means of 13.5 million euro loans granted by Ilmarinen to the company. The rest of the originally agreed lease will yet be paid during the lease period. As part of the agreement related to the lease payments, Nurminen Logistics Plc will arrange a 1.7 million euro share issue. The Board of Directors of Nurminen Logistics Plc has decided on a directed share issue in order to allow the immediate implementation of the agreement and to minimize the arrangement costs. The decision on the share issue is based on the authorization granted by the Annual General Meeting of Shareholders on 7 April 2015.

In the share issue, a maximum total of 1,416,668 new shares in the company were offered, in deviation from the shareholders’ pre-emptive right, for subscription to certain members of the Board of Directors and the President and CEO of the company and/or the companies, in which they exercise control. The shares were subscribed as follows: Juha Nurminen and JN Uljas Oy, in which he exercises control, 1,291,667 shares in total, and Jukka Nurminen, Tero Kivisaari and Russian Capital Management Oy, in which Olli Pohjanvirta exercises control, each 41,667 shares.

The share subscription price is EUR 1.20 per share. The share subscription price is based on the share price level of the company’s share, rounded up to the nearest full ten cents. The trade volume weighted average quotation of the company’s share in NASDAQ OMX Helsinki Ltd during 27 April–26 May 2015 is EUR 1.18 per share. The share subscription price will be credited to the reserve of the company’s invested unrestricted equity.

EVENTS AFTER THE REVIEW PERIOD

Disclosure notification under chapter 2, section 9 of the Securities Market Act

Nurminen Logistics Plc announced on 1 July 2015 that it has received the following disclosure notifications of changes in portions of holdings, pursuant to the Securities Markets Act.

JN Uljas Oy has announced to Nurminen Logistics Plc that as a part of the 4th June 2015 announced directed share issue, JN Uljas Oy subscribed 1,250,000 new shares which are now registered in the Trade Register. Due to the above mentioned transaction JN Uljas Oy’s portion of Nurminen Logistics Plc’s total number of shares and voting rights has increased over 20 per cent (1/5). JN Uljas Oy’s share capital now comprises 3,099,388 Nurminen Logistics Plc’s shares which are equivalent to 21.4% of Nurminen Logistics Plc’s share capital and voting rights. Before the transaction JN Uljas Oy’s share capital comprised 1,849,388 shares (14.2% shares and votes). JN Uljas Oy (business ID 0717307-8) is a company controlled by member of Nurminen Logistics Plc’s Board of Directors Juha Nurminen. In addition Juha Nurminen controls directly or indirectly Nurminen Logistics Plc’s shares and votes as follows: Juha Nurminen owns directly 5,575,546 shares (38.5% of the share capital and votes).

Nurminen Logistics to issue new shares in the company to the company without consideration

Nurminen Logistics Plc announced on 8 July 2015 that the shareholders of the Company have on 7 April 2015 authorised the Board of Directors to decide on issuance of shares and/or special rights entitling to shares pursuant to chapter 10 section 1 of the Finnish Companies Act. Based on the aforesaid authorisation the Board of Directors is entitled to release or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights can be used, e.g., for the financing of company and business acquisitions corporate and business trading or for other business arrangements and investments, for the expansion of owner structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.

Pursuant to the aforementioned authorization, the Board of Directors has on 8 July 2015 resolved to issue 100,000 new shares in the company to the company without consideration. The shares to be issued shall be used for the payment of the remuneration of the Board members and/or for the creation of incentives for, or encouraging commitment in, personnel and therefore there is especially weighty financial reason for the afore-mentioned share issue.

Nurminen Logistics has sold 70 covered wagons

On 2 April 2015, the company announced plans to enhance the efficiency of its wagon fleet in Russia by selling part of the fleet. In line with this plan, in July the company sold 70 of its oldest covered wagons, which were manufactured in 2005–2006.

Notice for Nurminen Logistics Plc’s Extraordinary General Meeting

On 31 July 2015, the company announced that notice is given to the shareholders of Nurminen Logistics Plc to the Extraordinary General Meeting to be held on Monday, 24 august 2015 at 1:00 p.m. at the address Satamakaari 24, 00980 Helsinki, Finland.

Disclaimer

Certain statements in this bulletin are forward-looking and are based on the management’s current views. Due to their nature, they involve risks and uncertainties and are susceptible to changes in the general economic or industry conditions.

Nurminen Logistics Plc

Board of Directors

For more information, please contact: Olli Pohjanvirta, President and CEO,

tel. +358 10 545 2431

DISTRIBUTION
NASDAQ OMX Helsinki
Major media
www.nurminenlogistics.com

Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality railway transports, project transport services, special transports and forwarding and cargo handling services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries.

TABLES

Tables concerning business units are presented in the verbal part of the interim report.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1-6/2015 1-6/2014 1-12/2014
EUR 1,000    
NET SALES 23 097 28 256 52 774
Other operating income 88 248 465
Materials and services -10 530 -13 572 -24 600
Employee benefit expenses       -5 030 -5 722 -11 146
Depreciation, amortisation and impairment losses -1 023 -1 285 -2 351
Other operating expenses -7 930 -8 273 -13 813
OPERATING RESULT -1 329 -349 1 328
Financial income 76 7 82
Financial expenses -882 -1 001 -3 298
Share of profit in equity-accounted investees -24 -47 -57
RESULT BEFORE TAX -2 158 -1 390 -1 945
Income taxes   -56 -222 -396
PROFIT / LOSS FOR THE PERIOD -2 214 -1 612 -2 341
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences 1 971 -478 -7 842
Other comprehensive income for the period after tax 1 971 -478 -7 842
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -243 -2 090 -10 183
Result attributable to
Equity holders of the parent company -2 291 -1 831 -2 793
Non-controlling interest 77 219 453
Total comprehensive income attributable to
Equity holders of the parent company -320 -2 309 -10 636
Non-controlling interest 77 219 453
EPS undiluted -0,18 -0,14 -0,21
EPS diluted -0,18 -0,14 -0,21

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4-6/2014 4-6/2014 Change
EUR 1,000    
NET SALES 12 134 14 142 -2 008
Other operating income 51 169 -118
Materials and services -5 598 -6 646 1 048
Employee benefit expenses       -2 369 -2 841 472
Depreciation, amortisation and impairment losses -568 -624 56
Other operating expenses -3 544 -4 572 1 028
OPERATING RESULT 106 -372 479
Financial income 37 0 38
Financial expenses -780 -304 -476
Share of profit in equity-accounted investees -10 -16 6
RESULT BEFORE TAX -646 -692 46
Income taxes   -21 -129 107
PROFIT / LOSS FOR THE PERIOD -667 -821 154
Other comprehensive income:
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences 21 1 060 -1 039
Other comprehensive income for the period after tax 21 1 060 -1 039
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -646 239 -885
Result attributable to
Equity holders of the parent company -689 -1 000 311
Non-controlling interest 22 180 -158
Total comprehensive income attributable to
Equity holders of the parent company -668 60 -728
Non-controlling interest 22 180 -158
EPS undiluted -0,05 -0,08 0,03
EPS diluted -0,05 -0,08 0,03

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30.6.2015 30.6.2014 31.12.2014
EUR 1,000    
ASSETS
Non-current assets
Property, plant and equipment 16 699 30 058 23 360
Goodwill 9 516 9 516 9 516
Other intangible assets 290 438 345
Investments in equity-accounted investees 126 183 173
Receivables 10 726 35 35
Deferred tax assets 693 914 608
NON-CURRENT ASSETS 38 051 41 143 34 037
Current assets
Trade and other receivables 16 319 11 379 9 648
Current tax receivables 167 99 83
Cash and cash equivalents 1 500 1 328 1 530
Assets of disposal group classified as held for sale 7 199 0 0
CURRENT ASSETS 25 185 12 806 11 262
ASSETS TOTAL 63 237 53 948 45 299
EQUITY AND LIABILITIES
Share capital 4 215 4 215 4 215
Other reserves 21 355 19 655 19 655
Translation differences -6 648 -4 407 -7 679
Retained earnings -7 672 -1 334 -6 349
Non-controlling interest 391 599 833
EQUITY, TOTAL 11 640 18 727 10 674
Non-current liabilities
Deferred tax liability 456 372 426
Other liabilities 401 549 350
Financial liabilities 26 229 13 902 13 200
NON-CURRENT LIABILITIES 27 087 14 823 13 977
Current liabilities
Current tax liabilities 41 91 127
Financial liabilities 6 885 9 879 8 592
Trade payables and other liabilities 17 584 10 429 11 930
CURRENT LIABILITIES 24 510 20 398 20 649
TOTAL LIABILITIES 51 596 35 221 34 625
TOTAL EQUITY AND LIABILITIES 63 237 53 948 45 299

CONDENSED CONSOLIDATED CASH FLOW STATEMENT EUR 1,000 1-6/2015 1-6/2014 1-12/2014
CASH FLOW FROM OPERATING ACTIVITIES
Profit/Loss for the period -2 214 -1 612 -2 341
Gains and losses on disposals of property, plant and equipment and other non-current assets -83 -179 -19
Depreciation, amortisation and impairment losses 1 023 1 285 2 351
Unrealised foreign exchange gains and losses -412 93 1 530
Other adjustments 1 526 914 -901
Paid and received interest -818 -642 -1 294
Taxes paid -168 -211 -349
Changes in working capital 2 182 -1 825 575
Cash flow from operating activities 1 036 -2 178 -448
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment and intangible assets 328 339 -490
Investments in property, plant and equipment and intangible assets -289 -318 758
Proceeds from sale of other investments 0 0 0
Cash flow from investing activities 38 22 268
CASH FLOW FROM FINANCING ACTIVITIES
Share issue for cash 1 700 63 63
Changes in liabilities -2 490 58 -1 556
Dividends paid / repayments of equity -354 -178 -178
Cash flow from financing activities -1 145 -56 -1 670
CHANGE IN CASH AND CASH EQUIVALENTS -30 -2 225 -2 022
Cash and cash equivalents at beginning of period 1 530 3 553 3 553
Cash and cash equivalents at end of period 1 500 1 328 1 530

A= Share capital

B= Share premium reserve

C= Legal reserve

D= Reserve for invested unrestricted equity

E= Share issue

F= Translation differences

G= Retained earnings

H= Non-controlling interest

I = Total

STATEMENT OF CHANGES IN EQUITY 1-6/2015 EUR 1,000 A B C D E F G H I
Equity 1.1.2015 4215 86 2378 17190 0 -7679 -6349 833 10674
Result for the period 0 0 0 0 0 0 -2291 77 -2214
Total comprehensive income for the period / translation differences 0 0 0 0 0 1031 940 0 1971
Other changes 0 0 0 0 1700 0 28 0 1728
Equity 30.6.2015 4215 86 2378 17190 1700 -6648 -7672 391 11640

STATEMENT OF CHANGES IN EQUITY 1-6/2014 EUR 1,000 A B C D E F G H I
Equity 1.1.2014 4215 86 2378 17127 0 -4193 720 558 20891
Result for the period 0 0 0 0 0 0 -1831 219 -1612
Total comprehensive income for the period / translation differences 0 0 0 0 0 -214 -264 0 -478
Other changes 0 0 0 63 0 0 40 0 103
Equity 30.6.2014 4215 86 2378 17190 0 -4407 -1334 599 18727

MOVEMENTS IN FIXED ASSETS

Movements in fixed assets Tangible Intangible Total
EUR 1,000
Book value 1.1.2015 23 351 9 870 33 221
Additions 262 34 296
Disposals -254 0 -254
Depreciation, amortisation and impairment losses -942 -98 -1 040
Exchange rate differences 1 481 0 1 481
Book value 30.6.2015 23 898 9 806 33 704

Movements in fixed assets Tangible Intangible Total
EUR 1,000
Book value 1.1.2014 31 492 10 046 41 539
Additions 304 18 322
Disposals -162 0 -162
Depreciation, amortisation and impairment losses -1 175 -110 -1 285
Exchange rate differences -402 0 -402
Book value 30.6.2014 30 057 9 954 40 011

RELATED PARTY TRANSACTIONS

The related parties comprise the members of the Board of Directors and Executive Board of Nurminen Logistics and companies in which these members have control. Related parties are also deemed to include shareholders with direct or indirect control or substantial influence.

Related party transactions 1-6/2015
EUR 1,000    
Sales 4
Purchases 197
Current liabilities 0

KEY FIGURES

KEY FIGURES 1-6/2015 1-6/2014 1-12/2014
Gross capital expenditure, EUR 1,000 296 322 506
Personnel 227 246 241
Operating margin % -5,8 % -1,2 % 2,5 %
Share price development
Share price at beginning of period 0,99 1,60 1,60
Share price at end of period 1,27 1,41 0,99
Highest for the period 1,57 1,73 1,73
Lowest for the period 0,99 1,37 0,98
Eguity/share EUR 0,86 1,39 0,75
Earnings/share (EPS) EUR, undiluted -0,18 -0,14 -0,21
Earnings/share (EPS) EUR, diluted -0,18 -0,14 -0,21
Equity ratio % 18,41 34,71 23,56
Gearing % 271,60 119,90 189,80

OTHER LIABILITIES AND COMMITMENTS

Contingencies and commitments, EUR 1,000 30.6.2015 30.6.2014 31.12.2014
Mortgages given 11 000 11 000 11 000
Book value of pledged subsidiary shares and -loan receivables 51 628 52 434 52 434
Other contingent liabilities 11 996 12 177 11 976
Rental obligations 74 764 63 681 60 131

ACCOUNTING POLICIES

The interim financial information has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’. The IFRS recognition and measurement principles as described in the annual financial statements for 2014 have also been applied in the preparation of the interim financial information. Other adopted new and amended IFRS-standards and interpretations have not had significant impact on reported figures.

All figures have been rounded and consequently the sum of individual figures can deviate from the presented sum figure. Key figures have been calculated using exact figures. This interim report is unaudited.

Calculation of Key Figures

Equity ratio (%) =

Equity 
______________________________________ X 100
Balance sheet total – advances received 
 

Earnings per share (EUR) =

Result attributable to equity holders of the parent company 
_________________________________________________________ 
Weighted average number of ordinary shares outstanding
 

Equity per share (EUR) =

Equity attributable to equity holders of the parent Company
________________________________________
Undiluted number of shares outstanding at the end of the financial year

Gearing (%) =

Interest-bearing liabilities – cash and cash equivalents
____________________________________________ X 100
Equity