XHEL:NLG1V ESEF Annual Report
Nurminen Logistics Oyj (XHEL:NLG1V)
ESEF Annual Report
2022-03-17
For: 2021-12-31
View Original
Added on
September 23, 2026
Financial Statements
and the Board’s
Report on Operations
1.1.– 31.12.2021
Index
The Board’s Report on Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Consolidated statement of comprehensive income, IFRS . . . . . . . . . . . . . . . . . . . . . . . 11
Consolidated statement of financial position, IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Consolidated cash flow statement, IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Consolidated statement of changes in equity, IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Notes to the consolidated financial statements, IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1. The accounting principles for the consolidated financial
statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2. Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3. Other operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4. Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5. Employee benefit expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6. Depreciation, amortisation and impairment losses . . . . . . . . . . . . . . . . . . . 22
7. Financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8. Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
9. Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10. Subsidiaries and associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
11. Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
12. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13. Lease agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
14. Carrying amounts of financial assets and financial liabilities by
category. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
15. Impairment of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
16. Equity-accounted investees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
17. Non-current receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
18. Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
19. Trade and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
20. Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
21. Equity disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
22. Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
23. Financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
24. Trade payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
25. Financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
26. Other leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
27. Contingencies and commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
28. Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
29. Acquisitions and divested businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
30. Events after the balance sheet date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Distribution of ownership 31.12.2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Parent Company’s Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Parent Company’s Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Parent Company’s Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Notes to the Parent Company’s Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Accounting principles for the parent company’s financial statements. . . . . . . . . 44
Notes to the Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Notes to the Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Other notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Notes Regarding Personnel and Company Organs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Parent Company’s Key Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
The board’s proposal for the distribution of profit, signatures of the board’s
report on operations and financial statements and auditor’s note. . . . . . . . . . . . . .51
Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Group’s key figures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Calculation of Key Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
3
The year 2021 was a year of profitable and strong growth for
the company. Net sales increased by 75 % to EUR 141.3 million
and net operating result rose to EUR 9.6 million. Strong growth
in the railway logistics business continued throughout the year
and increased the share of business operations in Finland to over
50 % of the Group’s net sales for the first time. Increasing the
number of route options and train departures, increase in cargo
prices, internationalisation and expansion of the customer base
contributed to the growth.
Nurminen Logistics’ operating ability remained good in spite of
the strongly changing external circumstances, and the company
was able to meet customers’ transport needs due to the timely
procurement of containers and opening of new railway routes. The
container shortage, port blockages and high freight prices that
shook transport chains globally promoted customers’ transition
to fast and ecological railway service. By continuously procuring
containers, the company will continue to be able to secure
customer deliveries and lower the average costs as the container
situation continues to be challenging.
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, where
net sales have already increased to around EUR 10 million in less
than a year. Underlying the strong growth are premium operational
expertise, active sales efforts, scalable operating model and market
knowledge. In the future, the route offering will also be expanded
into Central Europe under the Nurminen Nordic Hub concept. The
Nurminen Nordic Hub concept offers an excellent location between
Europe and Asia and functions as a logistics hub for flows of goods
and information management.
In accordance with its mission, Nurminen Logistics offers
its customers logistics solutions that promote sustainable
development. In product and service development, Nurminen
Logistics focused on digital services, launching a new customer
portal for railway customers. Emissions reporting accounted
in accordance with SFS-EN 16258 was deployed for all main
routes of traffic between Europe and Asia at the end of the year.
The emissions accounting is based on an accounting model
implemented by an external consulting company specialised in the
development of sustainable business, and it is reported separately
for each shipment.
The Cargo business continued its positive development with
significant new product and customer launches. In accordance
with the strategy, customer accounts concentrating exclusively on
storage were omitted from the terminals and operations focused
on handling fast-moving goods and on multimodal and added
value services. The change in the operating method and focusing
the customer base have improved profitability, and the year was
clearly profitable for the business for the first time.
In the autumn, the Multimodal business established from the
Forwarding and Outsourcing businesses got off to a good start.
During July–December, the company built its subcontracting
network in the Baltic Sea region in accordance with the Nurminen
Nordic Hub concept to forwarding deliveries from Asian trains
further to the other Nordic countries. A cooperation agreement
on container block train service and associated ship connections
and additional services in the market between Asia and Northern
Europe was signed with Stena Group in December. The demand
for multimodal services continues to be good, and the feed effect
of railway logistics supports growth in operations.
The favourable development of the Baltic functions levelled off
during the second half of the year due to geopolitical reasons. As
a whole, the year was very strong.
Net sales for July–December increased by 77 % to EUR 78.3
million (EUR 44.2 million) year-on-year and by 24 % compared
to January–June. Strong development in the Chinese and Asian
container block train business was the driver of the increase in net
sales. The operating result was EUR 5.9 million (EUR 0.3 million),
or 7.6 % of net sales (0.7 %). The operating margin improved in
January–June (5.9 %) and operations continued to be profitable in
all business groups.
Market situation and future outlook
The railway market between China and Europe developed
favourably. For the first time, the volume of containers transported
by rail exceeded one million containers, of which the millionth
container was in fact Nurminen’s. Intermittent problems with
maritime traffic increased the appeal of railway transport deliveries.
The decrease in air traffic made railways comparable in terms of
speed and availability. In addition, the increased significance of
environmental values supported the growth of railway services
due to their low CO2 emissions. The demand for logistics services
continued to be high throughout the period under review.
Without the additional checks at the Chinese border due to the
Covid-19 pandemic, the railway volume growth would have
probably been even faster. In the main market areas of Nurminen
Logistics, China and Northern Europe, the economic outlook
continues to be positively stable, which supports the prerequisites
for growing the business further.
Nurminen Logistics estimates that good development will continue
in the economy and logistics market, the impacts of the Covid-19
pandemic will decrease and the world economy will continue to
grow. The prolongation of the war in Ukraine and the permanent
change of intenational social order may affect global logistical
routes.This kind of a change may disadvantage the Asian container
block train business.
Growth in the importance of environmental values to our customers
and consumers alike will support the competitiveness of low-
emission railway connections to China and their importance to the
supply chains of our close-by areas compared to other forms of
transport. Tightening regulation (such as the EU taxonomy) and
increase in the costs of fossil fuels will accelerate the transition to
lower-emission transport. Container transports by rail are here to
stay in transports between Asia and Europe, and they will take an
increasing share of the value of commerce. This is supported by
the need for faster turnover of working capital and more accurate
planning of the size of consignments as inflation and interest rates
are increasing.
Nurminen Logistics’ active launch of new service concepts,
internationalisation, growth in the clientele and its structural change
decrease the company’s dependence on the Finnish economy. The
importance of forest and chemical industry clients that used to
be significant in previous years has decreased. Traffic between
Finland and Russia is not significant to the company.
The Board’s Report on Operations
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
4
The requirements set for the functioning of supply chains and
increasing regulation increase customers’ need for professional
terminal and multimodal services in international trade.
Business review
The profitability of Nurminen Logistics improved as a result of
successful sales, new services and expansion of the market area.
Achieving the strategic objectives also required discontinuing
certain unprofitable services.
Net sales from the Chinese and Asian container train business
increased by 395 % in 2021. The new routes and increase in cargo
prices early in the year drove the growth. The expansion into the
Nordic market was particularly reflected in growth towards the end
of the year. The development of operational activity was also seen
as improved profitability. The Chinese and Asian container block
train operations account for 33 % (12 %) of the Group’s net sales.
The Multimodal (formerly Forwarding business and Outsourcing)
business continued to be profitable throughout the year.
Comparable net sales increased by 10 % year-on-year and
operations continued to be profitable. Multimodal services account
for 8 % (15 %) of the Group’s net sales.
Net sales in the Cargo business grew by 9 % in 2021. The growth
in net sales accelerated towards the end of the year due to new
customer accounts. The operating result was positive for the first
time. Cargo services account for 10 % (17 %) of the Group’s net
sales.
The net sales of the Baltic operations increased, thanks to
Lithuania, and profitability was at a good level. The Baltic
operations account for 48 % (56 %) of the Group’s net sales.
Investments in increasing sales in Sweden in particular were
continued, and new significant customer accounts started already
in 2021.
Covid-19 pandemic
Nurminen Logistics’ development has been favourable, even
though the Covid-19 situation slowed down the company’s
international sales. Operating activities and development projects
progressed without major problems caused by the pandemic.
Financial Position and Balance Sheet
Cash flow from operating activities amounted to EUR +7.9 million.
January–June accounted for EUR +2.0 million and July–December
for EUR +5.9 million of the cash flow from operating activities. The
change in working capital had an impact of EUR -3.1 million on the
cash flow from operating activities.
Cash flow from investing activities amounted to EUR -0.5 million.
The cash flow from investing activities was affected by the
transfer tax for the acquisition of shares in the Vuosaari real estate
company as well as the investments in information systems and
digitalisation.
Cash flow from financing activities amounted to EUR -4.8 million,
with the most significant items affecting it being the repayment of
EUR 5.0 million prematurely to Ilmarinen Mutual Pension Insurance
Company and withdrawal of a EUR 3.5 million loan from the Oma
Savings Bank. In addition, the company repaid EUR 1.6 million of
its other loans. The cash flow from financing activities included
EUR 0.5 million of non-recurring expenses associated with the
directed share issue announced on 7 December 2020.
At the end of the review period, cash and cash equivalents
amounted to EUR 7.0 million. Cash and cash equivalents
attributable to the Baltic operations amount to EUR 4.9 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 operating
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 20.0 million. The liabilities according to IFRS 16
totalled EUR 9.9 million, of which EUR 7.2 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
2.6 million, consist of IFRS lease liabilities of EUR 0.7 million
and bank loans of EUR 1.9 million. Non-current interest-bearing
liabilities are EUR 34.3 million, of which EUR 25.1 million consists
of long-term debt and EUR 9.2 million is connected to lease
liabilities according to IFRS 16. Nurminen Logistics has an equity-
based hybrid bond from Ilmarinen, amounting to EUR 1.3 million.
In May, Ilmarinen informed that it will convert this bond into shares.
The shares were registered with the Finnish Trade Register in July
2021.
Long-term loans amount to EUR 25.1 million, of which a loan of
EUR 7.6 million from Ilmarinen will mature in June 2023. In addition,
long-term loans include a loan of EUR 15.9 million taken out by
Kiinteistö Oy Helsingin Satamakaari 24 from Oma Savings Bank
and a loan of EUR 3.5 million taken out by Nurminen Logistics Plc
from Oma Savings Bank.
The company’s equity amounted to EUR 25.8 million at the end of
the year, while it was EUR 13.8 million at the end of the previous
financial period. The equity ratio improved to 31.7 % (20.9 %) as a
result. The balance sheet total was EUR 81.7 million.
Capital Expenditure
The Group’s gross capital expenditure during the review period
amounted to EUR 0.3 million (EUR 8.8 million), accounting for
0.2 % of net sales. Depreciation totalled EUR 3.0 million (EUR 5.0
million), or 2.1 % (6.2 %) of net sales. Amortisation of right-of-use
assets associated with IFRS 16 amounted to EUR 0.8 million (EUR
4.1 million).
Group Structure
The Group comprises the parent company, Nurminen Logistics Plc,
as well as the following subsidiaries and associated companies,
owned directly or indirectly by the parent (ownership, %): Nurminen
Logistics Services Oy (100 %), RW Logistics 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 %), NR Rail
Oy (51 %), Pelkolan Terminaali Oy (20 %), OOO Nurminen Logistics
(100 %), Nurminen Maritime Latvia SIA (51 %), Nurminen Maritime
UAB (51 %).
PFC Nordic Oy merged into Nurminen Logistics Services Oy in
November 2021.
Personnel and Management
At the end of the review period, the Group had 140 employees,
compared with 150 on 31 December 2020. The number of
employees working abroad was 34.
Personnel expenses in 2021 totalled EUR 8.6 million (EUR 8.4
million in 2020).
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
5
Joonas Louho, VP Cargo Operations, and Olga Stepanova, VP
Railway Operations and Country Manager Russia, were appointed
as members of Nurminen Logistics’ Management Team as of 1
September 2021. On 31 December 2021, the Management Team
consisted of the following members: Olli Pohjanvirta, President
and CEO, Iiris Pohjanpalo, CFO, Jonna Paasonen, CDO, Joonas
Louho, VP Cargo Operations and Olga Stepanova, VP Railway
Operations and Country Manager Russia. In addition, during the
financial period the Management Team included Petri Luurila, CIO
from 1 January to 31 August 2021 and Ari Soinola, VP operations
and development from 8 March to 8 November 2021.
Suvi Kulmala was appointed as a member of the Management
Team in November, starting as VP Human Resources and member
of the Management Team on 10 January 2022. In December, COO
Tuomas Kansikas was appointed as a member of the Management
Team as of March 2022 with responsibility for the Multimodal
business and the Group’s support functions. The head of the Cargo
business unit will also report to him.
Managers’ Transactions
On 15 April 2021, Nurminen Logistics Plc announced CIO Petri
Luurila’s subscription notification concerning 22,000 shares at a
unit price of EUR 1.32 per share.
On 28 July 2021, Nurminen Logistics announced the remuneration in
shares for the Board of Directors. Irmeli Rytkönen, Chairman of the
Board of Directors subscribed for 26,432 shares, Juha Nurminen,
member of the Board of Directors subscribed for 13,216 shares,
Olli Pohjanvirta, member of the Board of Directors subscribed for
13,216 shares, Alexey Grom, member of the Board of Directors
subscribed for 13,216 shares, Victor Hartwall, member of the Board
of Directors subscribed for 13,216 shares, Karri Koskela, member
of the Board of Directors subscribed for 13,216 shares and Erja
Sankari, member of the Board of Directors subscribed for 13,216
shares at a unit price of EUR 1.135 per share.
On 14–16 September 2021, Nurminen Logistics announced Board
member Victor Hartwall’s subscription notifications concerning
23,699 shares at an average price of EUR 1.1298 per share, 54,277
shares at an average price of EUR 1.1158 per share, 4,840 shares
at a unit price of EUR 1.1225 per share, 6,453 shares at a unit price
of EUR 1.1225 per share, 62,095 shares at an average price of EUR
1.117 per share, 12,714 shares at an average price of EUR 1.1584
per share and 1,492 shares at a unit price of EUR 1.150 per share.
On 19 October 2021, the company announced Board member
Juha Nurminen’s subscription notification concerning 181,818
shares at a unit price of EUR 1.12 per share and President and
CEO Olli Pohjanvirta’s related company ETL Invest Oy’s transfer
notification concerning 181,818 shares at a unit price of EUR 1.12
per share.
Flagging Notifications
During January 2021, Nurminen Logistics received several
notifications pursuant to chapter 9, section 5 of the Finnish
Securities Markets Act after the new shares issued in the directed
share issue announced on 7 December 2020 had been registered
with the Trade Register on 31 December 2020. The notifications
were received on 4 January, 5 January and 7 January.
On 13 July 2021, Nurminen Logistics received a flagging
notification from Ilmarinen Mutual Pension Insurance Company,
the direct holding of which increased to a total of 15.12 % as a
result of the conversion of the EUR 1.3 million hybrid bond into
shares, but overall holding decreased from 16.46 % to 15.12 %.
All notifications have been disclosed as stock exchange releases
and they are available on Nurminen Logistics’ website at www.
nurminenlogistics.com.
Shares and Shareholders
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 2021 was 77,194,190 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.
Trading in the 29,344,954 shares subscribed for in the directed
share issue of December 2020 commenced on 29 April 2021.
Largest shareholders 31 December 2021
Number of
shares
Share of
shares and
votes
Suka Invest Oy 12,485,655 16.17
Ilmarinen Mutual Pension
Insurance Company 11,655,795 15.10
K. Hartwall Invest Oy Ab 8,105,390 10.50
Nurminen Juha Matti 6,665,248 8.63
Avant Tecno Oy 5,739,375 7.44
JN Uljas Oy 3,231,206 4.19
Ruscap Oy 3,110,574 4.03
Verman Group Oy 2,524,297 3.27
Assai Oy 1,858,540 2.41
H. G. Paloheimo Oy 1,765,386 2.29
Ten largest
shareholders total 57,141,466 74.02
Nominee-registered 938,773 1.22
Others 19,113,951 24.76
Total 77,194,190 100
Shareholders by type 31 December 2021
Number of
shares
% of total
shares
Private companies 39,952,916 52 %
Financial and insurance
institutions 5,025,576 7 %
Public sector
organisations 11,655,795 15 %
Households 19,389,863 25 %
Non-profit organisations 2,803 0 %
Foreign 228,464 0 %
Nominee-registered 938,773 1 %
Total 77,194,190 100 %
The trading volume of Nurminen Logistics Plc’s shares was
20,779,826 during the period from 1 January to 31 December
2021, representing 26.9 % of the total number of shares. The value
of the turnover was EUR 27,459 thousand. The lowest price during
the period was EUR 0.39 per share and the highest EUR 2.85 per
share. The closing price for the period was EUR 1.96 per share
and the market value of the entire share capital was EUR 150,915
thousand, or EUR 150,787 thousand excluding treasury shares, at
the end of the period. At the end of 2021, the company had 4,095
shareholders. At the end of 2020, the number of shareholders
stood at 1,580.
At the end of 2021, the company held 65,262 of its own shares,
corresponding to 0.08 % of shares and votes.
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
6
According to the register of shareholders at 31 December 2021,
the Board of Directors (including ownership of controlled entities)
held 29.6 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 2021.
Board Number
of shares
% of total
shares and
votes
Juha Nurminen 6,665,248 8.6
JN Uljas Oy 3,231,206 4.2
Total 9,896,454 12.8
Olli Pohjanvirta 631,016 0.8
RusCap Oy 3,110,574 4.0
VGK invest Oy 648,000 0.8
Total 4,389,590 5.7
Victor Hartwall 13,216 0.0
Oy Pallas Capital Ab 70,000 0.1
K Hartwall Invest Oy 8,105,390 10.5
Total 8,188,606 10.6
Irmeli Rytkönen 111,664 0.1
Alexey Grom 213,254 0.3
Karri Koskela 13,216 0.0
Erja Sankari 13,216 0.0
Total 22,826,000 29.6
Dividend Policy
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.
Arrangements Related to Ownership
and Exercise of Voting Rights
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.
Decisions Made by the Annual
General Meeting of Shareholders
Nurminen Logistics Plc’s Annual General Meeting held on 12 April
2021 passed the following decisions:
Adoption of the annual accounts and discharge from liability
The General Meeting adopted the annual accounts, reviewed the
remuneration report of the administrative organs and discharged
those accountable from liability for the financial year 1 January−31
December 2020.
Payment of dividend
The Annual General Meeting approved the Board of Directors’
proposal not to distribute dividend for the financial period 1
January–31 December 2020.
Composition and remuneration of the Board of Directors
The General Meeting resolved that the Board of Directors is
composed of seven members. The General Meeting re-elected
the following members to the Board of Directors: Olli Pohjanvirta,
Juha Nurminen, Irmeli Rytkönen and Alexey Grom. Victor Hartwall,
Erja Sankari and Karri Koskela were elected as new members of
the Board of Directors.
The General Meeting resolved that for the members of the Board
elected at the General Meeting for the term expiring at the close of
the Annual General Meeting in 2022, the remuneration is paid as
follows: annual remuneration of EUR 60,000 for the Chairman and
EUR 30,000 for the other members of the Board.
In addition, a meeting fee of EUR 1,500 per meeting for the Board
and Board Committee meetings is paid to the Chair of the Board
of Directors, EUR 1,000 per meeting to each member of the Board
living in Finland and EUR 1,500 per meeting to each member of
the Board living outside Finland per meeting providing physical
attendance, otherwise the meeting fee is EUR 1,000. Of the annual
remuneration, 50 % 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.
Authorising the Board of Directors to decide on the
issue of shares as well as the issuance of options
and other special rights entitling to 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 1,500,000 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
0
100
200
300
400
500
600
Index: 1.1.2021 = 100
NLG1V OMX Helsinki Small Cap
Nurminen Logistics share price development 1 January – 31 December, 2021
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
7
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 following
Ordinary General Meeting, yet no longer than until 30 June 2022.
The authorisation revokes any previous share issue authorisations
currently valid.
Auditor
Ernst & Young Oy was elected the auditor of the company for the
term ending at the close of the Annual General Meeting 2022.
Environmental Factors
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.
Long-Term Financial Objectives
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.
Short-Term Risks And Uncertainties
World trade weakening from the current situation as a consequence
of the pandemic continuing or tightening of the geopolitical
situation 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 may have an impact on
the demand for services.
The container train to China business that is important to the
company has been growing in recent years, but the Covid-19
disease situation worsening again can cause temporary functional
difficulties to it due to shutdowns of customers’ production plants
or inland transport restrictions, for example.
Sanctions imposed due to the war in Ukraine may affect the
company’s operations. The effects are expected to remain
moderate, because the customer base of the China and Asia trains
is not Russian. Impacts of sanctions targeting transit traffic would
not negatively affect Russian, but European and Asian companies.
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/.
Events After the Review Period
On 1 February 2022, Nurminen Logistics announced the decision of
the company’s Board of Directors to, pursuant to the authorisation
granted to it by the Annual General Meeting held on 12 April 2021,
to issue 774,386 new shares in the Company to the Company
itself without consideration in accordance with chapter 9, section
20 of the Finnish Limited Liability Companies Act (624/2006, as
amended). The total number of the Company’s shares after the
share issue is 77,968,576 shares, of which 839,648 shares in total
are held by the Company. The shares were registered with the
Finnish Trade Register on 15 February 2022 and transferred to
the President and CEO as the President and CEO’s share-based
remuneration on 16 February 2022. Following the transfer, the
company holds 65,262 of its own shares.
As a result of of the increase in the total number of 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 % to 14.95 %.
The invasion of Russian forces to Ukraine on 24 February, 2022
has increased geopolitical tensions. Sanctions imposed due to the
war in Ukraine may affect the company’s operations. The effects
are expected to remain moderate, because the customer base of
the China and Asia trains is not Russian. Impacts of sanctions
targeting transit traffic would not negatively affect Russian, but
European and Asian companies.
Board of Directors’ Proposal
For Profit Distribution
On 31 December 2021, the parent company’s distributable equity
is EUR 31,731,856.32, of which the profit for the period amounted
to EUR 4,662,387.55. The Board of Directors proposes that
a dividend of EUR 0.019 be paid using the distributable profits
available to the Annual General Meeting to each of the 77,903,314
shares outstanding, with the dividend totalling EUR 1,480,162.97.
The remaining distributable assets will be retained in unrestricted
equity.
The Board proposes that the dividends be paid in two instalments,
first instalment on 22 April, 2022. All the shares existing on the
dividend record date 13 April, 2022 are entitled to dividend for the
year 2021 except for the own shares held by the parent company.
The record date of the second instalment is to proposed to be 9
September, 2022 and the instalment is to be paid on 16 September,
2022.
Corporate Governance Statement
The Corporate Governance Statement of Nurminen Logistics Plc
will be published on 3 March 2022 on the company’s website at
https://www.nurminenlogistics.com/investors/.
Board and Audit Committee Meetings
The Board of Directors convened 25 times during the year 2021.
The Audit Committee had six meetings.
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
8
Bridge calculation of comparable net sales
1,000 EUR 1–12/2021 1–12/2020
Net sales 141,254 80,707
PFC Nordic Oy* –2,123
Comparable net sales 141,254 78,584
* PFC Nordic had no net sales in 2021
Group’s Key Figures
2019 2020 2021
Net sales, EUR 1,000 69,340 80,707 141,254
Increase in net sales, % –12.1 % 16.4 % 75.0 %
Operating result (EBIT), EUR 1,000 –8,517 –206 9,625
% of net sales –12.3 % –0.3 % 6.8 %
Result before taxes, EUR 1,000 –10,864 –2,438 7,825
% of net sales –15.7 % –3.0 % 5.5 %
Result for the financial year, EUR 1,000 –11,433 –2,837 13,776
% of net sales –16.5 % –3.5 % 9.8 %
Return on equity (ROE), % –163.9 % –38.8 % 69.5 %
Return on investment (ROI), % –22.4 % –0.4 % 16.7 %
Equity ratio % 1.5 % 20.9 % 31.7 %
Gearing % 4849.1 % 266.1 % 115.9 %
Gearing % excluding IFRS 16 1517.0 % 189.4 % 77.1 %
Interest-bearing net debt, 1 000 EUR 38,948 36,759 29,914
Interest-bearing net debt excluding IFRS 16, 1 000 EUR 9,768 26,293 20,027
Gross investments, EUR 1,000 722 8,827 341
% of net sales 1.0 % 10.9 % 0.2 %
Balance sheet total, EUR 1,000 52,088 66,179 81,705
Average number of employees 176 163 145
Wages and salaries paid, EUR 1,000 9,196 8,430 8,558
Share key figures
Earnings per share (EPS), EUR, undiluted –0.29 –0.09 0.16
Earnings per share (EPS), EUR, diluted –0.29 –0.09 0.15
Equity per share, EUR –0.02 0.05 0.20
Dividend per share, EUR 0.00 0.00 0.019
Dividend to earnings ratio, % 0.0 % 0.0 % 12.7 %
Effective dividend yield, % 0.0 % 0.0 % 1.0 %
Repayment of equity per share, EUR 0.00 0.00 0.00
Price per earnings (P/E) –1 –5 12
Number of shares adjusted for share
issue (diluted), weighted average 44,304,976 44,652,887 77,843,064
Number of shares adjusted for share issue
(diluted), at end of financial year 44,538,914 74,147,405 77,903,313
Number of shares adjusted for share issue
(undiluted), weighted average 44,304,976 44,652,887 75,540,173
Number of shares adjusted for share issue
(undiluted), at end of financial year 44,538,914 74,147,405 77,128,928
Share price development
Share price development
Highest price
0.44 0.50 2.85
Lowest price
0.26 0.20 0.39
Average price
0.30 0.31 1.16
Closing share price at balance sheet date
0.27 0.45 1.96
Market capitalisation, MEUR 11.9 33.1 150.9
Number of shares traded 1,802,568 6,891,409 20,779,826
Shares traded, % of total number of shares 4.0 % 9.3 % 25.0 %
Number of shareholders 1,320 1,580 4,095
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
9
Key figures for the parent company
Key figures for business
2019 2020 2021
Net sales, 1,000 EUR 2,203 3,018 3,434
Operating result, (EBIT) 1,000 EUR –1,345 192 –1,088
Adjusted operating result, (EBIT) 1,000 EUR* 174
% of net sales –61.1 % 6.4 % –31.7 %
Adjusted % of net sales* 5,1 %
Result for the financial year, 1,000 EUR –3,835 1,604 4,662
Adjusted result for the financial year, 1,000 EUR** 742
% of net sales –174.1 % 53.2 % 135.8 %
Adjusted % of net sales** 21.6 %
Return on equity (ROE) % –16.4 % 5.9 % 13.2 %
Return on investment (ROI) % –7.3 % 5.4 % 0.6 %
Adjusted Return on investment (ROI) %* 3.2 %
Equity ratio % 51.8 % 60.7 % 68.1 %
Gearing % 54.3 % 36.4 % 28.0 %
Wages and salaries paid, EUR 1,000 1,292 1,389 2,705
Adjusted Wages and salaries paid, EUR 1,000* 1,443
Average number of employees 15 14 15
* The comparability to other financial periods has been taken into considerations with the key figures. Adjusted figure includes non-
recurring management remuneration that is not part of normal business operations.
** Adjusted figure includes non-recurring management remuneration, group contribution and change in deferred tax assets.
Nurminen Logistics Annual report 2021 |
The Board’s Report on Operations
10
Calculation of Key Figures
Return on equity, % =
Result for the year
×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 + interest and other financial expenses
×100
Capital employed (average of beginning and end of financial year)
Equity ratio, % =
Equity
×100
Balance sheet total – advances received
Gearing, % =
Interest-bearing liabilities – cash and cash equivalents
×100
Equity
Gearing (%) exluding IFRS 16 =
Interest-bearing liabilities exluding IFRS 16 - cash and cash equivalents
×100
Equity exluding 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
Earnings per share (EPS) =
Result attributable to equity holders of the parent company
Weighted average number of ordinary shares outstanding
Equity per share =
Equity attributable to equity holders of the parent company
Undiluted number of shares outstanding at the end of the financial year
Dividend per earnings, % =
Dividend per share
×100
Earnings per share
Effective dividend yield, % =
Dividend per share
×100
Adjusted share price at the end of the financial year
Price per earnings (P/E) =
Share price at the end of the financial year
Earnings per share
Dividend per share =
Dividend payable for the reporting period
Share issue and conversion-adjusted weighted
average number of shares – own shares
Dividend per share =
Dividend payable for the reporting period
Share issue and conversion-adjusted weighted
average number of shares – own shares
Nurminen Logistics Annual report 2021 |
Consolidated financial statements
11
Consolidated statement of comprehensive income, IFRS
1,000 EUR Note 1.1.-31.12.2021 1.1.-31.12.2020
NET SALES
2
Other operating income 3 282 53
Materials and services 4 –109,567 –61,380
Employee benefit expenses 5 –8,558 –8,430
Depreciation, amortisation and impairment losses 6 –2,967 –5,020
Other operating expenses 4 –10,820 –6,136
OPERATING RESULT 9,625 –206
Financial income 7 248 32
Financial expenses 7 –2,017 –2,261
Share of profit of equity-accounted investees 16 –32 –4
Total financial income and expenses –1,800 –2,232
RESULT BEFORE INCOME TAX 7,825 –2,438
Income tax expense 8 5,951 –400
RESULT FOR THE YEAR 13,776 –2,837
OTHER COMPREHENSIVE INCOME
Other comprehensive income to be reclassified to
profit or loss in subsequent periods:
Translation differences –5 3
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 13,772 –2,835
Result attributable to
Equity holders of the parent company 11,798 –4,127
Non-controlling interest 1,979 1,289
Total comprehensive income attributable to
Equity holders of the parent company 11,793 –4,124
Non-controlling interest 1,979 1,289
Earnings per share calculated from result attributable
to equity holders of the parent company
Earnings per share, undiluted, euro 0.16 –0.09
Earnings per share, diluted, euro 0.15 –0.09
Nurminen Logistics Annual report 2021 |
Consolidated financial statements
12
Consolidated statement of financial position, IFRS
1,000 EUR Note 31.12.2021 31.12.2020
ASSETS
Non-current assets
Property, plant and equipment 11 37,157 37,766
Right-of-use assets 11,13 9,676 10,383
Goodwill 12,15 899 899
Other intangible assets 12 1,185 1,675
Investments in equity-accounted investees 16 174 205
Receivables 17 21 241
Deferred tax assets 18 6,728
Non-current assets, total 55,839 51,169
Current assets
Inventories 122 87
Trade and other receivables 19 18,709 9,554
Income tax receivables 32
Cash and cash equivalents 20 7,003 4,471
Non-current assets held for sale 897
Current assets, total 25,866 15,010
TOTAL ASSETS 81,705 66,179
EQUITY AND LIABILITIES
Equity attributable to 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 36,838 35,550
Translation differences –8 –3
Retained earnings –28,386 –39,494
Hybrid bond 1,250
Equity attributable to holders of the parent company 15,121 3,980
Non-controlling interest 10 10,683 9,833
Equity, total 25,804 13,814
LIABILITIES
Non-current liabilities
Other liabilities 24 106 159
Financial liabilities 23 25,106 28,918
Finance lease liabilities 23 9,211 9,829
Non-current liabilities, total 34,423 38,907
Current liabilities
Current tax liabilities 253 1
Financial liabilities 23 1,924 1,846
Finance lease liabilities 23 676 637
Liabilities of non-current assets held for sale 73
Trade payables and other liabilities 24 18,624 10,903
Current liabilities, total 21,478 13,459
Liabilities, total 55,901 52,365
EQUITY AND LIABILITIES, TOTAL 81,705 66,179
Nurminen Logistics Annual report 2021 |
Consolidated financial statements
13
Consolidated cash flow statement, IFRS
1,000 EUR Note 1.1.–31.12.2021 1.1.–31.12.2020
Cash flow from operating activities
PROFIT/LOSS FOR THE YEAR 13,776 –2,837
Adjustments for:
Depreciation, amortisation & impairment losses 6 2,967 5,020
Unrealized exhange rate gains (–) and losses (+) –10 43
Other income (–) and expenses (+), non cash 685 60
Financial income (–) and expenses (+) 7 1,768 2,228
Income taxes 8 –5,951 400
Other adjustments 42 24
Cash flow before changes in working capital 13,277 4,937
Working capital changes:
Increase (–) / decrease (+) in inventories –34
Increase (–) / decrease (+) in non-interest bearing current receivables –10,028 –1,621
Increase (+) / decrease (–) in non-interest bearing current payables 6,987 2,668
Net cash from operating activities before financial items and taxes 10,202 5,983
Interest paid –1,329 –1,717
Interest received 23 32
Other financial items –469 –323
Income taxes paid –556 –435
Cash flow from operating activities 7,870 3,540
Cash flow from investing activities
Investmests in tangible and intangible assets –341 –8,827
Sale of tangible and intangible assets 18 234
Acquisition of subsidiary shares –173
Cash flow from investing activities –497 –8,593
Cash flow from financing activities
Net change in factoring receivables and liabilities 517 156
Net change of current liabilities –61 61
Repayment of non-current borrowings –3,055 –9
Repayment of equity loans –250
Repayment of finance lease liabilities –644 –2,329
Dividends paid / repayments of equity to minority shareholders –1,129 –1,467
Proceeds from share issue –474 9,329
Cash flow from financing activities –4,845 5,491
Net increase / decrease in cash and cash equivalents 2,529 438
Cash and cash equivalents at the beginning of the year 4,471 4054
Net increase / decrease in cash and cash equivalents 2,529 438
Translation differences of net increase / decrease
in cash and cash equivalents 3 –21
Cash and cash equivalents at the end of the year 7,003 4,471
Nurminen Logistics Annual report 2021 |
Consolidated financial statements
14
Consolidated statement of changes in equity, IFRS
1,000 EUR Equity attributable to equity holders of the parent company
1–12/2021 Note
Share
capital
Share
premium
reserve
Legal
reserve
Reserve for
invested
unrestricted
equity
Hybrid
bonds
Translation
differences
Retained
earnings Total
Non-
controlling
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 year 11,798 11,798 1,979 13,776
Other comprehensive
income
Translation differences –5 –5 –5
Total comprehensive
income for the year –5 11,798 11,793 1,979 13,772
Business transactions
with share holders
Share-based payments 22 –607 –607 –607
Other changes –83 –83 –83
Dividends 10 –1,129 –1,129
Total business
transactions with
share holders –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
1 000 EUR Equity attributable to equity holders of the parent company
1–12/2020 Note
Share
capital
Share
premium
reserve
Legal
reserve
Reserve for
invested
unrestricted
equity
Hybrid
bonds
Translation
differences
Retained
earnings Total
Non-
controlling
interest
Total
equity
Equity on 1 Jan 2020 4,215 86 2,378 26,430 1,500 –6 –35,497 –894 1,695 802
Comprehensive
income
Result for the year –4,127 –4,127 1,289 –2,837
Other comprehensive
income
Translation differences 3 3 3
Total comprehensive
income for the year 3 –4,127 –4,124 1,289 –2,835
Business transactions
with share holders
Share issue 9,120 9,120 9,120
Interest on hybrid
loans after taxes –48 –48 –48
Share-based payments 22 60 60 60
Other changes –2 118 116 8,315 8,431
Dividends 10 –1,467 –1,467
Total business
transactions with
share holders –2 9,120 130 9,248 6,849 16,097
Change in
hybrid bond 21 –250 –250 –250
Equity on 31 Dec 2020 4,215 86 2,376 35,550 1,250 –3 –39,494 3,980 9,833 13,814
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
15
Notes to the consolidated financial statements, IFRS
1. The accounting principles for the
consolidated financial statements
Basic information about the Group
is Nurminen Logistics Plc . The parent company is domiciled in
OMX Helsinki Stock Exchange.
Copies of the consolidated financial statements are available in
internet at www.nurminenlogistics.com. The consolidated financial
statements were authorized for issue by the Board of Directors on 2
March 2022. 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.
Basis of preparation
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 2021. 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 Accounting Act and Ordinance
and the Limited Liability Companies Act complementing the IFRS.
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.
Adaptation of new and
reviewed IFRS standards
The Group has applied the following amendments as of 1 January
2021:
• In April 2021, the IFRS Interpretations Committee (IFRIC)
issued a final agenda decision on the accounting treatment
of configuration and customization costs for acquired cloud
services. In its decision, the IFRIC considered whether the
customer would recognize an intangible asset in accordance
with IAS 38 and, if the intangible asset is not recognised,
how the customer would account for the costs of setting
up the system. Agenda decisions do not have an entry into
force, so they are expected to apply as soon as possible.
Nurminen Logistics has cloud service arrangements in place.
The accounting principles applied have been analyzed and
specified for the implementation phase of the systems, and
effects have been taken into account in the 2021 financial
statements.
• Amendments to IFRS 16 Leases. As a direct consequence
of the continued Covid-19 pandemic, the IASB extended the
period of a relief to lessees from applying IFRS 16 guidance on
lease modifications to rent concessions. Nurminen Logistics
has elected not to use this practical expedient.
•
Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial
Instruments: Disclosures and IFRS 16 Leases. The 2nd phase
amendments provide temporary reliefs which address the
financial reporting effects when an interbank offered rate (IBOR)
is replaced with an alternative nearly risk-free interest ratio
(RFR). A practical expedient requires contractual changes, or
changes to cash flows that are directly required by the reform,
to be treated as changes to a floating interest rate, equivalent
to a movement in a market rate. If any other changes made at
the same time are assessed as substantial, the instrument is
derecognised. If not substantial, the updated effective interest
rate (EIR) is used to recalculate the carrying amount of the
financial instrument to profit or loss. The reference rate reform
has not had an impact on Nurminen Logistics.
Principles of Consolidation
Subsidiaries
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. The Group 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 recognized 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 recognized 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 unrealized gains and profit distribution are eliminated in the
consolidation. Non-controlling interests are presented as a
separate item under equity.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
16
Non-controlling Interests
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 recognized 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
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 recognized 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.
Unrealized 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.
Foreign Currency Transactions
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 recognized in the consolidated statement of
comprehensive income.
In 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 recognized
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 recognized in Group’s equity, the
change in this translation difference is recognized 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 recognized 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 recognized in the statement of comprehensive income as part
of the gain or loss on sale for the disposed part.
Property, Plant and Equipment
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
capitalized as part of the carrying amount of the asset. Subsequent
costs are recognized 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 straight-
line 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
IT 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.
Intangible Assets
Goodwill
Goodwill arising on business combinations is recognized 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 amortized but it is tested at least annually for
impairment. Goodwill is carried at historical cost less accumulated
impairment losses.
Research and development costs
Research costs are expensed in the financial year in which they are
incurred. Development costs are capitalized when certain criteria
are met.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
17
Other intangible assets
An intangible asset is recognized 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 amortization
and any impairment losses. Group’s intangible assets include
mainly IT software which is amortized on a straight-line basis over
5 to 7 years.
Impairment of Intangible Assets and
Property, Plant and Equipment
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 recognized
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 recognized 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 recognized for the asset. An impairment loss
on goodwill is never reversed.
Application of IFRS 9
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 instruments
Financial assets
Financial assets of Nurminen Logistics are classified according to
IFRS 9 into the following categories: financial assets at amortized
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 amortized 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 amortized cost. Purchases and sales of financial instruments
are recognized on the settlement date. The fair values of financial
instruments are determined using discounted cash flows.
Financial assets at amortized cost
An item of financial assets is measured at amortized 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 recognizes rental, factoring and trade
receivables as well as loan receivables at amortized cost.
Financial assets at fair value through profit or loss
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
recognized through profit or loss or they are measured at fair value
through other comprehensive income. The company did not have
any financial assets measured through profit or loss or at fair value
through other comprehensive income in 2021.
Credit risk assessment of financial assets
In accordance with IFRS 9, Nurminen Logistics recognizes
expected credit losses on cash classified at amortized cost.
According to this model, expected loan losses based on an
individual counterparty default risk assessment. The Group uses
a simplified method for recognizing credit losses permitted by
the standard, in which case the Group recognizes 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 transaction is no longer required to record a credit loss.
Recognizing 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 behavior
are taken into consideration.
Financial assets are derecognized 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 recognized immediately in profit or loss,
depending on the item, either in other operating expenses or in
financial items.
Cash and cash equivalents
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.
Financial liabilities
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 amortized 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 held-for-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 unrealized and
realized, are recognized in profit or loss in the period in which they
occur. Fair values are determined by discounting the instruments’
cash flows.
Other financial liabilities, which mainly consist of Group’s finance
lease liabilities, are measured at fair value upon initial recognition.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
18
Transaction costs are included in the original carrying amount.
Subsequently other financial liabilities are measured at amortized
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 derecognized 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.
Revenue recognition principles – adaptation
of new and reviewed IFRS 15 standard
Company’s revenue consists mainly of forwarding services, railway
transport and terminal services. Company receives income also
from short- and long-term warehousing services. Revenue
is recognized 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 recognized 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 alterable components.
Revenue recognition principles have been described below:
Railway services
The company provides international railway transport services
with various types of wagons in which the goods are delivered
to destination. Company recognizes revenue from agreement
price when the delivery is complete at the arrival of the goods to
destination. The service has singular contract obligation, which
includes transport service to the destination, and the contract price
is addressed to that obligation.
Forwarding services
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.
Company recognizes 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. Complete contract price is addressed on one performance
obligation.
Terminal services
Terminal services consist of handling of goods at the arrival or
departure of goods. The definite content of service is defined on
contract level. Terminal service agreement is an entity to which the
contract price is addressed to. The contract price is recognized
when the work on handling goods has been completed.
Warehousing services
Warehousing services consist of renting space from terminal or
terminal area for short or long term holding of goods. Warehousing
agreement is an entity to which the contract price is addressed
to. Profit from warehousing services are recognized 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 customer is not given control over the leased space.
Contractual amounts recognized
in the balance sheet
Trade receivables
Trade receivable is a transaction price that company has an
unconditional right.
Trade receivables are non-interest bearing and are typically from 14
to 60 days corresponding the average payment terms.
Contract assets or contract liabilities
Due to the nature of the business, Nurminen Logistics does not
have contract assets or contract liabilities.
Employee benefits
Pension arrangements
The pension arrangements of Nurminen Logistics have been
classified as defined contribution plans. Payments to defined
contribution plans are recognized 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.
Share-based payments
Share-based incentive plan in use in 2021 is settled as a
combination of shares and cash when the criteria set in the terms
and conditions are met. The fair value of the share-based payments
settled with shares has been determined at the grant date and will
be recognized as an expense over the vesting period. The total
amount to be expensed over the vesting period is determined
based on the Group’s estimate of the number of the shares that
are expected to be vested by the end of the vesting period. The
impact of the revision of original estimates is recognized in the
statement of income. The cash portion is intended to cover taxes
and taxable benefit costs.
Such arrangements in which the Group has granted its employees
a right to a future cash payment by granting the employees a
right to shares that are redeemable, either at the Group’s or an
employee’s demand, are accounted for as cash-settled share-
based payments. The liability arising from such arrangement
is remeasured at fair value at each reporting date and at the
settlement date and the changes in fair value are recognized in
profit or loss in the period in which the changes occur. The benefits
granted in this arrangement are measured at fair value at their grant
date and expensed on a straight-line basis over the vesting period.
Income taxes
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 recognized
in profit or loss except when they relate to other comprehensive
income or equity, while income taxes are recognized 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 recognized to the extent that it is probable
that future taxable profits will be available against which the
temporary difference can be utilized. Deferred tax liabilities are
recognized in the statement of financial position in full.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
19
Tangible Assets and Leases
IFRS 16 requires lessees to recognize 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
are recognized in the balance sheet on a straight-line basis. 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 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 probable.
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
recognized in the balance sheet as a non-current asset and a
liability arising therefrom. Service contracts are recognized as an
expense in the income statement.
Lease liabilities
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
capitalized in the balance sheet. Interest expenses are recognized
through profit or loss over the term of the lease and the right-of-use
asset is amortized using the straight-line method over the term of
the lease.
Rents are discounted using the company’s estimated additional
credit interest. The standard defines the interest rate for a
supplementary loan 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.
Right of use assets
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 right
of use assets are subject to impairment testing.
Application of facilitations and significant assumptions
Nurminen Logistics does not treat short-term leases of less than 12
months or low value assets as property, plant and equipment, but
recognizes 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 recognized in the income statement on a straight-
line basis over the lease term.
The remaining liabilities for leases that do not include a property,
plant and equipment and lease liabilities are disclosed in Note 26
as off-balance sheet liabilities.
Operating profit
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,
amortization 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.
Hybrid bond
A hybrid bond is recognized 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 recognized at fair value less
transaction cost and subsequently the bond is measured at cost.
If interest is paid to the hybrid bond, it is recognized directly into
retained earnings.
Accounting policies requiring management
judgement and assumptions driving
uncertainties in estimates
The preparation of the financial statements in conformity with
IFRS requires the management to make estimates, assumptions
and judgments in the application of the accounting policies. 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 amortization 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.
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.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
20
Items of property, plant and equipment as well as intangible assets
are depreciated and amortized 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 categorizing these assets as long-
term assets to be divested. Should these assets fail to meet the
criteria for non-current assets held for sale they are to be written
out from the category.
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 realization 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 recognized 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 recognized
respectively in the period in question and in future periods.
Adoption of new and amended
standards and interpretations
The International Accounting Standards Board has announced the
following new or amended standards and interpretations, which
the Group has not yet adopted. 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 1.1.2022 or later are the following:
• Amendments to IFRS 3 Business Combinations (effective for
accounting periods beginning on or after 1 January 2022). The
amendments add an exception to the recognition principle in
IFRS 3 to avoid gains or losses on the acquisition of any lia-
bilities after the acquisition date. The exception requires the
Group to apply the criteria in IAS 37 or IFRIC 21, instead of
the Conceptual Framework, to determine whether a present
obligation exists at the acquisition date. The amendment also
clarifies IFRS 3 to the extent that contingent assets do not
qualify for recognition.
• Amendments to IAS 16 Property, Plant and Equipment (effe-
ctive for accounting periods beginning on or after 1 January
2022). The amendments prohibit deducting any proceeds
received from the cost of Property, Plant and Equipment before
the intended use.
• Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets (effective for accounting periods beginning
on or after 1 January 2022). The amendments clarify which
type of costs are included in the cost of fulfilling a contract
when assessing whether a contract is onerous. The cost of
fulfilling a contract include both incremental costs and an allo-
cation of other direct costs.
• Amendments to IFRS 9 Financial Instruments (effective for
accounting periods beginning on or after 1 January 2022). The
annual improvement clarifies the 10% fees in a test to deter-
mine whether new or modified financing qualifies for dere-
cognition of financial liabilities. The fees include only those
paid between the borrower and the lender.
• Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors (effective for ac-counting
periods beginning on or after 1 January 2023). The amendment
introduces a new definition of accounting estimates to distin-
guish them more clearly from changes in accounting policies
and corrections of errors. An accounting estimate would be
a change in input or valuation technique from a certain point
in time.
• Amendments to IAS 1 Presentation of Financial Statements
and IFRS Practice Statement 2 Making Materiality Judge-
ments (effective for accounting periods beginning on or after
1 January 2023). Significant accounting principles will be
replaced by material accounting principles. The amendment
also includes guidance and examples for assessing materiality
in the presentation of accounting principles.
• Amendments to IAS 12 Income taxes (effective for accounting
periods beginning on or after 1 January 2023). The amendment
narrows the scope of the initial recognition exception of defe-
rred taxes so that it no longer applies to transactions which
give rise to an equal temporary difference between taxable and
deductible taxes. It would apply to assets and liabilities arising
from individual transactions, such as right-of-use assets and
lease liabilities or asset retirement obligations and correspon-
ding asset components, if their deferred taxes are not equal.
The effect on deferred taxes would be presented from the
beginning of the earliest comparison year.
• Amendments to IAS 1 Presentation of Financial Statements
(effective tentatively for accounting periods beginning on or
after 1 January 2024). The amendments clarify that the Group
has the right to defer settlement of a liability at the end of the
reporting period if it meets the conditions specified on that
date. The classification of a liability as current or non-current
is unaffected by the likelihood that the Group will exercise its
deferral right.
The above listed or other standards that become effective on
or after 1 January 2022 are not expected to have an impact on
Nurminen Logistics’s consolidated financial statements.
Impacts of the Covid-19 pandemic
The Covid-19 situation hampered sales work internationally.
Operational business and development projects progressed
without major problems caused by the pandemic.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
21
2. Segment information
Impacts of IFRS 15 -standard have been described in the accounting principles-section.
IFRS 15: Revenue recognition
1,000 EUR 1.1.–31.12.2021 1.1.–31.12.2020
Over time 3,969 3,374
At one point of time 137,286 77,333
Revenue from customer contracts, Total 141,254 80,707
Net sales were divided geographically between Finland, Russia and the Baltic countries.
Information on geographical areas 2021
1,000 EUR Suomi Venäjä Baltia Yhteensä
Net sales 71,392 1,373 68,489 141,254
Non-current assets 55,575 4 260 55,839
Information on geographical areas 2020
1,000 EUR Suomi Venäjä Baltia Yhteensä
Net sales 35,008 245 45,454 80,707
Non-current assets 50,935 1 233 51,169
The Chinese and Asian container block train operations account for EUR 46.8 million (9.5) i.e. 33 % (12 %) of the Group’s net sales.
Multimodal services account for EUR 11.2 million (12.3) i.e. 8 % (15 %) of the Group’s net sales.
Cargo services account for EUR 14.6 (13.4) million i.e. 10 % (17 %) of the Group’s net sales.
The Baltic operations account for EUR 68.5 million (45.5) i.e. 48 % (56 %) of the Group’s net sales.
Information on major customers
Revenue from any single customer did not exceed 10 % of the Group revenue in 2021.
Revenue from Logboks OOO was 8,450 thousand euros in 2020, being 10 % of the Group revenue.
3. Other operating income
1,000 EUR 2021 2020
Gains from sale of property, plant and equipment
9
Rental income
255 19
Other items
18 34
Total
282 53
4. Operating expenses
1,000 EUR 2021 2020
Use of materials and services 109,567 61,380
Expenses relating to short term low value leases 4,633 1,682
Administrative expenses 3,108 2,430
Other cost items 3,079 2,025
Total other operating expenses 10,820 6,136
The payments of leasing liabilities accounted for 644 thousand euros in the cash flow from financing activities in 2021 and 2,329 thousand
euros in 2020.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
22
Auditor fees
1,000 EUR 2021 2020
Audit fees 152 149
Other services 31 15
Total 183 164
5. Employee benefit expenses
1,000 EUR 2021 2020
Wages and salaries 6,662 7,160
Pension expenses, defined contribution plans 986 903
Other social security costs 254 307
Share-based payments 655 60
Total 8,558 8,430
Information on the management remuneration is presented in note 28. Related party transactions.
Information on the share-based payments is presented in note 22. Share-based payments.
Personnel of the Group during the year in average
2021 2020
Total 145 163
6. Depreciation, amortisation and impairment losses
Depreciation and amortisation by asset category:
1,000 EUR 2021 2020
Intangible assets
Other intangible assets 387 389
Impairment losses 129 0
Total 517 389
Property, plant and equipment
Buildings 1,570 459
Machinery and equipment 72 94
Other tangible assets 35 1
Total 1,676 554
Depreciation of Right-of-use assets (IFRS16) 774 4,077
Total 2,967 5,020
7. Financial income and expenses
1,000 EUR 2021 2020
Financial income
Interest income 23 32
Exchange rate gains 225 0
Total financial income 248 32
Financial expenses
Interest expenses 998 530
Exchange rate losses 235 183
Financial expenses on lease liabilities (IFRS 16) 324 1 387
Other financial expenses 459 161
Total financial expenses 2,017 2,261
Items above the operating profit include exchange rate differences totalling EUR -127 thousand in 2021 (EUR –80 thousand in 2020).
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
23
8. Income tax expense
The income tax expense in the statement of comprehensive income consists of the following:
1,000 EUR 2021 2020
Current tax expense –777 371
Deferred taxes, net 6,728 28
Total 5,951 400
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 %):
1,000 EUR 2021 2020
Profit before income tax 7,825 –2,438
Corporate tax rate 20 % 20 %
Income tax calculated using the Finnish corporate tax rate –1,565 488
Adjustments:
Effect of tax rates used in foreign subsidiaries 233 –151
Unrecognised deferred tax assets on losses –1 –805
Non-deductible expenses –45 1
Use of previously unrecognized tax losses 496 0
Recognised deferred tax assets on losses 6,617 0
Other differences 216 67
Total adjustments
7,516 –888
Income tax expense in the statement of comprehensive income 5,951 –400
9. Earnings per share
2021 2020
Result attributable to the equity holders of the parent company (1,000 EUR) 11,798 –4,127
Interest on the hybrid bond 0 48
Weighted average number of shares, undiluted 75,540,173 44,652,887
Earnings per share, undiluted, euro 0.16 –0.09
Result attributable to the equity holders of the parent company (1,000 EUR) 11,798 –4,127
Weighted average number of shares, diluted 77,843,064 44,652,887
Earnings per share, diluted, euro 0.15 –0.09
* Hybrid bond EUR 1.25 million from Ilmarinen has not been effective on dilution in 2020 due to the negative result.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
24
10. Subsidiaries and associates
The companies belonging to Nurminen Logistics are the following:
Subsidiaries Domicile Ownership (%) Share of the voting
power (%)
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 %
RW Logistics Oy Finland 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 %
Associates and joint ventures Domicile Ownership (%) Share of the voting
power (%)
NR Rail Oy Finland 51.0 % 51.0 %
Pelkolan Terminaali Oy Finland 20.0 % 20.0 %
Group has 3 subsidiaries with material non-controlling interests. Nurminen Logistics Plc bought 51 % of shares in Kiinteistö Oy Helsingin
Satamakaari 24 in December 2020.
The following is summarised financial information for the subsididiaries with material non-controlling interests. The information is before
inter-company eliminations with other companies in the Group. PFC Nordic Oy has been merged with Nurminen Logistics Services Oy
in 30.11.2021. Nurminen Logistics has a 51% holding in NR Rail Oy, but no control over the company, as a result which NR Rail Oy is an
associated company. NR Rail Oy has no business operations and is being liquidated.
2021 2020
1,000 EUR
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 staments
Net sales 2,491 16,699 51,791 70,981 0 19,665 25,789 45,454
Profit before taxes 68 57 4,666 4,790 0 547 2,478 3,025
Income tax –18 71 702 754 0 15 379 394
Total comprehensive
income 86 –14 3,964 4,035 0 532 2,099 2,631
Total comprehensive
income attributable
to NCI
42 –7 1,944 1,979 0 261 1,029 1,289
Summary of balance sheets
Current assets 441 2,776 6,845 10,062 106 3,038 3,532 6,676
Non-current assets 39,995 115 145 40,255 41,476 100 133 41,709
Current liabilities 1,237 2,183 2,942 6,361 1,369 2,172 1,447 4,988
Non-current
liabilities 21,940 14 30 21,984 23,039 53 64 23,157
Net assets 17,259 695 4,018 21,972 17,173 914 2,154 20,241
Equity attributable
to NCI
8,372 341 1,970 10,683 8,330 448 1,056 9,833
Summary of cash flows
Cash flow from
operating activities 1,742 541 3,678 5,961 0 409 2,962 3,370
Cash flow from
investing activities 0 –62 –44 –106 0 –4 –15 –19
Cash flow from
financing activities –1,369 –240 –2,126 –3,734 0 0 –2,947 –2,947
Net increase in cash
and cash equivalents
373 239 1,509 2,121 0 405 –1 405
Dividends paid to
NCI during the year 0 99 1,030 1,129 0 0 1,467 1,467
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
25
11. Property, plant and equipment
1,000 EUR
Land
and
water
areas
Land and
water
areas,
IFRS 16 Buildings
Buildings,
IFRS 16
Machin-
ery and
equip-
ment
Machin-
ery and
equip-
ment,
IFRS 16
Other
tangible
assets
Prepay-
ments and
assets under
construction Total
2021
Cost at 1 January 247 8,978 46,266 8,032 17,248 1,774 856 7 83,408
Additions 150 35 3 177 365
Transfer from IFRS 5
Non-current assets held
for sale to property,
plant and equipment 897 897
Transfers between
asset categories –76 85 22 –79 –47
Disposals –48 –114 –162
Cost at 31 December 247 8,978 47,163 8,032 17,275 1,780 881 106 84,462
Accumulated depreciation
and impairment losses
at 1 January –116 –9,104 –7,558 –17,067 –728 –687 –35,260
Depreciation for the year –306 –1,570 –74 –72 –395 –35 –2,450
Accumulated depreciation
for disposals and transfers 19 61 80
Accumulated depreciation
and impairment losses
at 31 December –422 –10,673 –7,632 –17,120 –1,062 –723 –37,631
Carrying amount 1.1. 2021 247 8,862 37,162 474 181 1,047 168 7 48,148
Carrying amount 31.12.2021
247 8,556 36,490 401 156 718 158 106 46,831
Kiinteistö Oy Helsingin Satamakaari 24 has been consolidated to group financials based on IAS 16 Property, plant and equipment stan-
dard. Kiinteistö Oy Luumäen Suoanttilantie building 24 has been re-classified to property, plant and equipment from non-current assets
held for sale during 2021. The building is being leased.
2020
Cost at 1 January 252 1,971 12,867 31,662 17,212 1,775 701 66,439
Additions 7,007 34,153 539 58 18 155 7 41,937
Disposals –5 –754 –24,169 –22 –18 –24,968
Cost at 31 December 247 8,978 46,266 8,032 17,248 1,774 856 7 83,408
Accumulated depreciation
and impairment
losses at 1 January –55 –8,645 –3,968 –16,973 –302 –686 –30,629
Depreciation for the year –61 –459 –3,590 –94 –426 –1 –4,631
Accumulated depreciation
and impairment losses
at 31 December –116 –9,104 –7,558 –17,067 –728 –687 –35,260
Carrying amount 1.1. 2020 252 1,916 4,222 27,694 239 1,473 15 35,810
Carrying amount 31.12.2020
247 8,862 37,162 474 181 1,047 168 7 48,148
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
26
12. Intangible assets
1,000 EUR Goodwill Intangible rights
Other intangible
assets Total
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 year –387 –387
Impairments –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 1.1. 2021 899 2 1,673 2,574
Carrying amount 31.12.2021 899 2 1,183 2,084
2020
Cost at 1 January 6,171 841 5,595 12,607
Additions 1 132 134
Disposals –5 –5
Cost at 31 December 6,171 838 5,728 12,736
Accumulated depreciation and
impairment losses at 1 January –5,271 –836 –3,667 –9,774
Depreciation for the year –388 –388
Accumulated depreciation and
impairment losses at 31 December –5,271 –836 –4,055 –10,162
Carrying amount 1.1. 2020 899 5 1,928 2,833
Carrying amount 31.12.2020 899 2 1,673 2,574
Information on goodwill impairment testing is provided in note 15. Impairment of assets.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
27
13. Lease agreements
In consolidated statement of comprehensive income
2021 2020
Payments for short-term or low value leases 4,633 1,682
Depreciation and impairment losses 774 4,077
Operating result 5,407 5,759
Financial expenses 324 1,387
Result for the year 5,731 7,146
Payments for short-term or low value leases include container rents of 3,525 thousand euros (2020: 118 thousand euros).
In Consolidated statement of financial position
Assets
Land and
water areas Buildings
Machinery and
equipment
Right-of-use
assets
Total
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 and
impairment losses at 1 January –116 –7,558 –728 –8,402
Accumulated depreciation for
disposals and transfers 114 114
Depreciation for the year –306 –74 –395 –774
Transfers between asset categories –53 –53
Accumulated depreciation and
impairment losses at 31 December –421 –7,631 –1,062 –9,115
Carrying amount 1.1. 2021 8,862 474 1,046 10,383
Carrying amount 31.12.2021 8,557 401 718 9,676
2020
Cost at 1 January 1,971 31,662 1,775 35,408
Additions 7,007 539 18 7,564
Disposals –24,169 –18 –24,187
Cost at 31 December 8,978 8,032 1,774 18,784
Accumulated depreciation and
impairment losses at 1 January –55 –3,968 –302 –4,325
Depreciation for the year –61 –3,590 –426 –4,077
Accumulated depreciation and
impairment losses at 31 December –116 –7,558 –728 –8,402
Carrying amount 1.1. 2020 1,916 27,694 1,473 31,082
Carrying amount 31.12.2020 8,862 474 1,047 10,383
Liabilities 2021 2020
1 January
10,467 29,180
Additions
64 7,543
Disposals
–644 –26,001
Other changes
–255
31 December
9,887 10,467
Non-current finance lease liabilities
9,211 9,829
Current finance lease liabilities
676 637
Total
9,887 10,467
The maturity distribution of finance lease liabilities is presented in note 25.
The effect of lease agreements in group cash flow
Net cash flow from operating activities
–324 –1,387
Cash flow from financing activities
–644 –2,329
Net increase (+) / decrease (–) in cash and cash equivalents
–968 –3,716
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
28
14. Carrying amounts of financial assets and financial liabilities by category
1,000 EUR Note
Assets measured at
amortised cost
Liabilities measured
at amortised cost
Carrying
amounts in the
balance sheet
2021
Financial financial assets and
liabilities according to IFRS 9
Long-term financial assets
Other receivables 17 21 21
Short-term financial assets
Trade receivables 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 24 7,675 7,675
million euros. The limit was not in use as of 31 December 2021. As of 31 December 2020 61 thousand euros of the credit limit was
used, included in short-term interest bearing liabilities.
1,000 EUR Note
Assets measured at
amortised cost
Liabilities measured
at amortised cost
Carrying
amounts in the
balance sheet
2020
Financial financial assets and
liabilities according to IFRS 9
Long-term financial assets
Other receivables 17 241 241
Short-term financial assets
Trade receivables and
other receivables 19 9,554 9,554
Cash and cash equivalents 20 4,471 4,471
Long-term financial liabilities
Interest bearing liabilities 28,918 28,918
IFRS 16 lease liabilities 13 9,829 9,829
Short-term financial liabilities
Interest bearing liabilities 1,846 1,846
IFRS 16 lease liabilities 13 637 637
Trade payables 24 5,171 5,171
After initial recognition, the Group’s cash and cash equivalents are classified as at fair value through profit or loss, amortized 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.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
29
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.
15. Impairment of assets
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. Nurminen Logistics Plc has two CGUs: operations in Finland
and Russia, and operations in Baltics (49 % minority). Goodwill is allocated to business operations in Finland. Management estimates
that Covid-19 pandemic will not have a significant impact on the company’s impairment testing.
1,000 EUR Operations in Finland
2021 2020
Group goodwill 899 899
Signals on possible depreciation of assets are regularly observed from information sources within and outside the Group. These 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 budgets and strategic forecasts accepted by management from the previous 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 cashflow has been estimated to develop according to company’s medium length turnover and viability
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 sector, which are based on budget for the year 2022 and long-term strategy approved by management. These are
affected by market development in Finland, Russia and neighboring regions, planned growth in regular railway service between Finland
and China and actions to improve profitability in the company.
Discount rate is based on industry average WACC after tax. Used discount rate is 8,47 %. Corresponding pre-tax discount rate is 10,03%.
Discount rate and impairment test calculation take in account market risks and capital intensity. The cost for equity affecting on WACC is
consistent with Group’s long-term targets. Net sales in Finnish and Russian businesses was 72,8 million euros in 2021. The net sales are
expected to increase especially due to railway traffic in China and Asia during the year 2022. Increase in net sales (CAGR) over the years
2022 – 2026 averages 16.0 %. Increase in net sales per year over the years 2023–2026 is 2.3 %. EBIT % 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. (Group’s mid to long-term target is
minimum 9 %.) Tax rate of 20% has been used.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
30
CGU, net sales and
EBIT 2019–2026 Actuals Estimates
Finland and Russia
2019 2020 2021 2022 2023 2024 2025 2026 2026
Terminal
Sales 31,069 35,253 72,765 139,725 142,936 146,220 149,580 153,016 154,546
EBIT –6,192* –3,376 4,954 17,303 17,872 18,453 19,049 20,263 20,490
* EBIT is adjusted to exclude impairment loss on consolidated goodwill as well as losses on disposal of Niirala terminal and of the share
in the Russian company ZAO Terminal Rubesh, EUR 5.9 million in total.
Sensitivity analysis when one component changes:
Management evaluates that the most sensitive judgements relate to changes in terminal growth, profitability and WACC.
Forecast period 2022–2026 Change Impact of change on
recoverable amount
• Terminal growth 1 %
Terminal growth –1 %-point
i.e. terminal growth 0 %
– 18,0 million EUR
• WACC 8,47 % WACC + 1 %-point i.e. WACC 9,47 % – 23,9 million EUR
• Average EBIT 12,7 % and
EBITDA 14,7 %
EBITDA:n decrease 1 %-point
i.e. average EBITDA 13,7 %
– 14,8 million EUR
Based on 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 2022. The cash flow estimate was 3.7 times the CGU’s assets employed.
16. Equity-accounted investees
1,000 EUR 2021 2020
At 1 January 205 209
Share of profit / loss for the year –32 –4
At 31 December 174 205
The equity-accounted investees (listed below) are not material for the Group.
Domicile Ownership (%)
Pelkolan Terminaali Oy Finland 20.0 %
NR Rail Oy (liquidation proceedings) Finland 51.0 %
Financial statements for equity-accounted investees 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.
17. Non-current receivables
1,000 EUR 2021 2020
Other receivables 21 241
Total 21 241
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
31
18. Deferred tax assets and liabilities
1,000 EUR
1 Jan.
2021
Recognised
in the income
statement Divestments
Exchange
rate
differences
31 Dec.
2021
Movements in deferred taxes during year 2021:
Deferred tax assets:
Losses of Group companies from
previous financial years 6,617 6,617
Loans 2,069 –126 1,943
Intangible and tangible assets 88 88
Total 2,069 6,580 8,649
Netting of deferred taxes –2,069 –1,921
Deferred tax assets net 6,580 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 –148
1 000 EUR
1 Jan.
2020
Recognised
in the income
statement Divestments
Exchange
rate
differences
31 Dec.
2020
Movements in deferred taxes during year 2020:
Deferred tax assets:
Loans 2,069 2,069
Total 2,069 2,069
Netting of deferred taxes –2,069 –2,069
Deferred tax assets net
Deferred tax liabilities:
Appropriations 1 –1
Tangible assets 2,092 –23 2,069
Total 2,093 –24 2,069
Netting of deferred taxes –2,069 –2,069
Deferred tax liabilities net 24 –24
1 000 EUR 2021 2020
Deferred taxes
Losses of Group companies from previous financial years 11,558 44,863
Confirmed losses will expire in 2022–2030 or later.
Deferred tax assets on losses from previous financial years 2,312 8,973
Deferred tax assets include 6 617 thousand euros of unused tax losses of Nurminen Logistics Oyj and Nurminen Logistics Services Oy.
Both Nurminen Logistics Oyj and Nurminen Logistics Services Oy made a positive result in 2021. Management assesses the likelihood
for the possibility of using all of the unused tax losses to be high. This is based on review of strategic figures and accompanying material.
Based on management’s estimation, the deferred tax assets recorded in the consolidated statement of financial position will be used by
the end of 2023. The previous year’s have resulted in financial loss but the group has made significant contract changes in the end of
2020, discontinued an unprofitable freight business and made a significant approximately 20% decrease in personnel. These actions have
made a material impact on the cost structure of the group. The freight train business in China and Asia is growing rapidly and the group
is increasing capacity by opening new routes and expanding the offering of additional services. Actions to fight climate change, expected
by the consumers from industry and retail, are increasing the demand for shipping and more environmentally friendly train freight services.
The freight train business of China and Asia is 33% of the group revenue. Sales to Sweden and other nordic countries has increased
by 8,2 million euros. The group has signed letters of intent during 2021 with Posti Oyj, Stena Group and RTSB for expanding the freight
business additional services in China and Asia.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
32
Sensitivity analysis when one component changes:
Forecast period 2022–2026 Change Impact of change on
recoverable amount
Forecast period profit before tax
is 10% less than estimated
Profit before taxes 90% of forecast
No effect to the use of
deferred tax assets
The use of off-balance sheet deferred
tax assets is postponed by a year
Forecast period profit before tax
is 20% less than estimated
Profit before taxes 80% of forecast
No effect to the use of
deferred tax assets
The use of off-balance sheet deferred
tax assets is postponed by a year
Forecast period profit before tax
is 30% less than estimated
Profit before taxes 70% of forecast
The use of deferred tax assets
is postponed by a year
The use of off-balance sheet deferred
tax assets is postponed by a year
Expiration of deferred tax assets:
1,000 EUR 2022 2023 2024 2025 2026 2027 2028 2029 2030 Later
Deferred tax assets 1 1,191 691 786 950 347 709 1,181 761 0
19. Trade and other receivables
1,000 EUR 2021 2020
Trade receivables 14,101 6,779
Prepaid expenses and accrued income 3,980 2,144
VAT receivables 625 541
Other receivables 3 90
Total 18,709 9,554
The company has booked a provision for bad debts in 2021 amounting to 156 thousand euros (88 thousand euros in 2020).
Trade and other receivables in currencies
EUR 12,525 7,680
USD 4,982 1,771
RUB 1,202 103
18,709 9,554
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. Trade and other 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.
20. Cash and cash equivalents
1 000 EUR 2021 2020
Cash and bank balances 7,003 4,471
Cash and cash equivalents in the balance sheet 7,003 4,471
Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
33
21. Equity disclosures
The Board members of the parent company review the capital structure, gearing and cost of debt 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 115,9% in the
end of 2021 and 266,1 % in the end of 2020. 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,
thousands
of euro
Legal reserve,
thousands
of euro
Reserve for
invested
unrestricted
equity,
thousands
of euro
31.12.2017 44,254,174 4,215 86 2,378 26,430
31.12.2018 44,254,174 4,215 86 2,378 26,430
Directed issue 350,000
31.12.2019 44,604,174 4,215 86 2,378 26,430
Directed share issue
in April 2020 * 120,000 29
Directed share issue in
September 2020 ** 143,539
Directed share issue in
December 2020 *** 29,344,954 9,092
31.12.2020 74,212,667 4,215 86 2,376 35,550
Hybrid bond conversion
to shares in July 2021**** 2,875,795 1,288
Directed free share
issue in July 2021***** 105,728
31.12.2021 77,194,190 4,215 86 2,376 36,838
* directed share issue to the CEO, subscription price EUR 0.24 per share. There was a weighty finan-
cial reason for the company to deviate from the shareholder’s pre-emptive subscription right, as
the share issue was part of the execution of the CEO’s long-term incentive plan.
** a share issue to the company itself without consideration, to pay board fees
*** directed share issue to domestic investors, subscription price EUR 0.31692 per share. There was a weighty financial rea-
son for the company to deviate from the shareholder’s pre-emptive subscription right, as the share issue best served
the interests of the company and all shareholders and made the above-mentioned real estate transaction possible.
**** Pension insurance company Ilmarinen convered the remaining 1,25 million euro hybrid bond to shares in the summer of 2021.
***** Directed free share issue in July 2021.
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 2021.
Reserves included in equity
Share premium reserve
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.
Legal reserve
The share issue gains accrued from those share issues carried out before the entry into force of the Finnish Limited
Liability Companies Act , i.e. prior to 1 September 2006, have been recognised in the legal reserve.
Reserve for invested unrestricted equity
The reserve for invested unrestricted equity comprises the share issue gains arisen from the directed share issues.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
34
22. Share-based payments
In accordance with the decision of the Annual General Meeting, 50% of the annual remuneration of the Board members in 2021 will be
paid in company shares. The share of Board members’ share awards recognized as an expense in the income statement was EUR 120
thousand euros in 2021. The number of shares transferred to the Board members was 105 728 based on the price on the payment date
of 22 June, 2021.
The share-based incentive reward to the CEO 550 thousand euros has been included in the employee benefit expenses of 2021. The
earning period of the CEO’s share-based incentive plan is 1 January – 31 December, 2021, and the reward has been paid after the end of
the earning period partly in company shares (774,386 shares) and partly in cash (1,247 thousand euros). The cash proportion is intended
to cover taxes and tax-related costs arising from the reward to the CEO. The reward from the plan is based on Nurminen Logistics Group’s
operating result (EBIT) for the financial year 2021 and the Total Shareholder Return of Nurminen Logistics Plc’s share in 2021. The reward
to be paid on the basis of the plan correspond to the maximum total value.
The board of directors has verified the amount of the reward in 31 January, 2022 and made a decision through through authorization
from the shareholders for a free directed share issue to pay for the reward. The shares have been registered in 15 February, 2022 and the
transactions with the shares have started in 16 February, 2022.
23. Financial liabilities
1,000 EUR 2021 2020
Net interest-bearing liabilities
Long-term interest-bearing liabilities 34,317 38,747
Short-term-term interest-bearing liabilities 2,600 2,483
Total interest-bearing liabilities
36,917 41,230
Cash and cash equivalents 7,003 4,471
Total net interest-bearing liabilities
29,914 36,759
Interest-bearing liabilities in currencies
EUR 36,917 41,230
24. Trade payables and other liabilities
1,000 EUR 2021 2020
Current
Trade payables 7,675 5,171
Received advance payments 284 35
Other liabilities 435 698
Accrued expenses and deferred income 10,230 4,999
Total trade payables and other liabilities 18,624 10,903
Trade payables and other liabilities in currencies
EUR 14,940 8,685
USD 3,023 2,167
RUB 661 51
18,624 10,903
Non-current
Other liabilities 106 159
Total non-current liabilities 106 159
The most significant items under accrued expenses consist of operative accrued expenses of 4,971 thousand euros in 2021 (938 thousand
euros in 2020) and accrued personnel expenses of 1,251 thousand euros in 2021 (975 thousand euros in 2020)
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
35
25. Financial risk management
The objective of the Group’s risk management is to minimise the adverse effects by the changes in financial markets on the Group’s result
and equity. The policy for managing financial risks is based on the main principles of finance approved by the Board of Directors. The
finance department is responsible for the daily risk management within the limits set by the Board of Directors.
Currency risk
Currency risk arises from foreign currency imports and exports, from the financing of foreign subsidiaries and from 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,
a part of an open position may be hedged.
Foreign currency transaction risk position can be hedged if the counter value of currency exceeds EUR 500 thousand. Positions 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 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 total of the balance sheet.
Interest rate risk
Interest rate risks to the Group derive mainly through interest-bearing debts. The purpose of the 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.
Liquidity risk
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 the operating cash
flow generated by the company covers the current business needs and current liabilities for the next 12 months. Sufficiency of operative
cash flow 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 valuation of assets is based on the going concern assumption.
If cash flow estimates do not realize according to plan, demand for impairment losses on assets may arise.
Credit risk
The objective of credit risk management is to minimise losses which arise from other party 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. It has recognized estimated credit losses through income statement.
The Group has not applied hedge accounting during 2021 and 2020.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
36
INTEREST RATE RISK
Sensitivity analysis for interest rate risk
In calculating the sensitivity to changes in the interest rate level the following assumptions have been used:
• the change in the interest rate level has been assumed to be +/– 100 bps
• At a time of negative reference interest rates interest rate movements affect as diluted. In the analyse reference interest rates are though to
be at least zero.
Sensitivity analysis for variable interest rate loans
2021
1,000 EUR 31.12.2021 Income statement 100bp
Increase Decrease
Total amount of variable interest rate loans 27,030
Variable interest rate instruments –265
Total effect –265
2020
1,000 EUR 31.12.2020 Income statement 100bp
Increase Decrease
Total amount of variable interest rate loans 30,671
Variable interest rate instruments –307
Total effect –307
Market-based loans are raised mainly as variable interest rate loans. Nurminen Logistics hedges from interest rate risk of market-based
loans by electing the interest rate periods and with derivative instruments, mainly with interest rate swaps. No interest rate swops were
used in 2021 and 2020.
CURRENCY RISK
In calculating the sensitivity to changes in the exchange rate the following assumptions have been used:
• the change in the exchange rate has been assumed to be +/– 10 %
• other variables remain constant
2021
Trade receivables 10 % Trade payables 10 %
1,000 EUR USD Decreases Increases Decreases Increases
Total currency items
Trade receivables 4,982
Trade payables 3,023
Total effect –400 489 243 –297
2020
Trade receivables 10 % Trade payables 10 %
1,000 EUR USD Decreases Increases Decreases Increases
Total currency items
Trade receivables 1,771
Trade payables 2,167
Total effect –131 160 160 –196
Balance sheet
exchange rate
Exchange rates used 2021 2020
USD 1.13 1.23
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
37
LIQUIDITY RISK
The contractual cash flows of loan instalments and interests at 31 December 2021 were the following:
1,000 EUR 1–3 months 4 months–1 year 2–5 years 5 years ->
Loans from financial institutions 557 1,367 15,789 9,316
Lease liabilities incl. interest
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 contractual cash flows of loan instalments and interests at 31 December 2020 were the following :
1,000 EUR 1–3 months 4 months–1 year 2–5 years 5 years ->
Loans from financial
institutions
298 901 18,207 10,772
Lease liabilities incl. interest
249 719 2,768 11,763
Trade payables 5,171
Interest to financial institutions 191 905 2,283 1,108
Total 5,909 2,524 23,258 23,643
The long term loan from Ilmarinen includes condition that the company pays premature repayments 30% of free cash flow. According to
the agreement, free cash flow is calculated by deducting financial expences, loan repayments and working capital investment from the
operative cash flow. The loan amount as at 31 December 2021 is 7,644 thousand euros (8,000 thousand euros as at 31 December, 2020.).
The 5 million euro loan from Ilmarinen was paid back in November 2021. The group has a new 3.5 million euro loan with a fixed amortization
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 Oyj and Nurminen Services Oy have opened credit limits in Oma Säästöpankki Oyj with the maximum amount of 3
million euros. The limit was not in use as of 31 December, 2021 (as of 31 December, 2020 the use of the limit was 61 thousand euros,
included in the short-term interest-bearing liabilities).
Changes in long-term interest bearing debts
1.1.2021
Cash
flows from
additions
Cash
flows from
disposals Divestments
Other
changes 31.12.2021
Long-term liabilities, interest bearing 28,918 3,500 –5,000 0 –2,312 25,106
Long-term leasing liabilities,
interest bearing 9,829 0 0 0 –618 9,211
Total 38,747 3,500 –5,000 0 –2,931 34,317
Changes in short-term interest bearing debts
1.1.2021
Cash
flows from
additions
Cash
flows from
disposals Divestments
Other
changes 31.12.2021
Short-term liabilities, interest bearing 1,846 0 –2,202 0 2,280 1,924
Short-term leasing liabilities,
interest bearing 637 0 –644 0 683 676
Total 2,483 0 –2,845 0 2,963 2,600
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
38
Changes in long-term interest bearing debts
1.1.2020
Cash
flows from
additions
Cash
flows from
disposals Divestments
Other
changes 31.12.2020
Long-term liabilities, interest bearing 13,041 0 –9 15,886 0 28,918
Long-term leasing liabilities,
interest bearing 26,859 0 0 –17,016 –14 9,829
Total 39,900 0 –9 –1,130 –14 38,747
Changes in short-term interest bearing debts
1.1.2020
Cash
flows from
additions
Cash
flows from
disposals Divestments
Other
changes 31.12.2020
Short-term liabilities, interest bearing 781 61 –195 1,199 0 1,846
Short-term leasing liabilities,
interest bearing 2,321 0 –2,329 170 475 637
Total 3,102 61 –2,524 1,369 475 2,483
CREDIT RISK
Maximum exposure to credit risk 1 000 EUR
2021 14,101
2020 6,779
Aging of trade receivables
1,000 EUR Not past due Past due less
than 30 days
Past due
30–120 days
Past due over
120 days
Total
2021 11,915 1,592 445 149 14,101
2020 4,670 1,591 492 26 6,779
Nurminen Logistics has no significant concentrations of credit risk.
26. Other leases
The Group as lessee
Lease liabilities for off-balance sheet leases where the value of the asset group is insignificant or short-term:
1,000 EUR 2021 2020
Less than one year 397 635
Between one and five years 94 301
Total 491 937
Leases in scope of the 1.1.2019 adopted IFRS 16 standard are recognised as right of use assets in property, plant and equipment and as
lease liabilities. Otherwise Nurminen Logistics leases as a lessee mainly IT equipment, office automation equipment, vehicles and cargo
handling machines used in terminals.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
39
27. Contingencies and commitments
1,000 EUR 2021 2020
Liabilities and contingent liabilities secured by corporate mortgages and pledges
Loans from financial institutions 27,030 13,618
Customs duties and other guarantees 5,807 11,690
Credit accounts secured by corporate mortgages and pledges
Amount of the limit 3,000 3,000
Unused amount of the limit 3,000 2,939
Pledges made on own behalf
Book value of pledged subsidiary shares 43,766 43,766
Other pledges 745
Mortgages given on own behalf
Business mortgages 25,500 19,500
Real estate mortgages 25,125 125
The Group as the lessor: Off-balance sheet lease guarantees
Deposit surety valid 1 April 2021 – 1 April 2023 and then until further notice 599
lease deposit, Kiinteistö Oy Luumäen Suoanttilantie 101
28. Related party transactions
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
as well as the associate companies. The business transferred to new John Nurminen in the demerger of John Nurminen Ltd is also
considered to be related party.
Related party transactions with companies under control of Board members
1,000 EUR 2021 2020
Sales 577 68
Purchases 2,101 54
Short-term receivables 30 0
There are no liabilities from related parties at the balance sheet date.
Nurminen Logistics announced on 15 April 2021 CIO Petri Luurila’s subscription announcements for 22,000 shares priced 1.32 euros/
share. Nurminen Logistics announced on 28 July 2021 about the share-based payments to the board. The chairman of the board of
directors Irmeli Rytkönen subscribed 26,432 shares, member of the board Juha Nurminen 13,216 shares, member of the board Olli Poh-
janvirta 13,216 shares, member of the board Alexey Grom 13,216 shares, member of the board Victor Hartwall 13,216 shares, member
of the board Karri Koskela 13,216 shares and member of the board Erja Sankari 13,216 shares with a share price of 1.135 euros/share.
Nurminen Logistics announced on 14–16 September 2021 the subscription announcements of board member Victor Hartwall for 23,699
shares with the average price of 1.1298 euros/share, 54,277 shares with the average price of 1.1158 euros/share, 4,840 shares with
the price per share of 1.1225 euros/share, 6,453 shares with the price per share of 1.1225 euros/share, 62,095 shares with the average
price of 1,117 euros/share, 12,714 shares with the average price of 1.1584 euros/share amd 1,492 shares for the price per share of 1.15
euros/share.
Nurminen Logistics announced on 19 October 2021 the subscription announcement of board member Juha Nurminen for 181,818 shares
with price per share of 1.12 euros/share and CEO Olli Pohjanvirta’s related party company ETL Invest Oy:s disposal announcement of
181,818 shares for price per share of 1.12 euros/share.
Nurminen Logistics Annual report 2021 |
Notes to the consolidated financial statements
40
1,000 EUR 2021 2020
Management remuneration
CEO, the members of the Board and the Executive Board
Salaries and other short-term employee benefits 985 868
Statutory pension payments 191 107
Benefits due after termination of employment contract 2 215
Share-based payments 120 60
Total 1,298 1,250
CEO has been paid a share-based reward partly in company shares (774,386 shares) and partly in cash (1,247 thousand euros). Cash
amount is for covering the tax and tax related costs to the CEO. See note 22. for more information about share-based rewards.
1,000 EUR 2021 2020
Salaries and wages
CEO
Olli Pohjanvirta (from 25.5.2020) 414 202
Tero Vauraste (until 25.5.2020) 0 117
Members of the board
Alexey Grom 33 29
Hannu Leinonen (until 28.5.2020) 0 25
Juha Nurminen 38 35
Jukka Nurminen 26 39
Olli Pohjanvirta 53 106
Irmeli Rytkönen 58 36
Erja Sankari 15 0
Karri Koskela 15 0
Victor Hartwall 15 0
667 589
Members of the Board and CEO owned 29,6 % of company shares on 31 December 2021 either directly or indirectly through companies
under their control.
29. Acquisitions and divested businesses
There was no acquisitions or divestments during the financial year 2021.
Nurminen Logistic Services Oy acquired PFC Nordic Oy in April 2020.
Nurminen Logistics Plc bought majority share of shares in Kiinteistö Oy Helsingin Satamakaari 24 in December 2020. The company had
at acquisition date property amounting to EUR 34,153 thousand, other short-term receivables EUR 106 thousand, equity EUR 17,173
thousand and long-term and short-term liabilities EUR 17,085 thousand. The IFRS 16 lease agreements of the company amounted to
7,323 thousand euros to right-of-use assets, 7,153 thousand euros to long-term lease liabilities and 170 thousand euros to short-term
lease liabilities at the moment of acquisition.
30. Events after the balance sheet date
Nurminen Logistics announced on 1 February, 2022 that the Board of directors has decided, based on the authorization granted by
shareholders on 12 April, 2021, on a free share issue of 774,386 new shares to the company based on Finnish Limited Liability Companies
Act (624/2006) 9 chapter 20 §. After the share issue the total amount of company shares is 77,968,576, of which 839,648 shares are
owned by the company. The shares were registered to the Finnish trade register on 15 February, 2022 and were granted to the CEO as
the share-based reward on 16 February, 2022. After the share-based reward, the company owns 65,262 of it’s own shares.
As a result of of the increase in the total number of 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 % to 14.95 %.
The invasion of Russian forces to Ukraine on 24 February, 2022 has increased geopolitical tensions. Sanctions imposed due to the war
in Ukraine may affect the company’s operations. The effects are expected to remain moderate, because the customer base of the China
and Asia trains is not Russian. Impacts of sanctions targeting transit traffic would not negatively affect Russian, but European and Asian
companies.
Nurminen Logistics Annual report 2021 |
Distribution of ownership
41
Distribution of ownership 31.12.2021
Number of shares
Number of
shareholders
% of
shareholders
Number of
shares
% of total
shares and
votes
1–100 1,298 31.7 % 60,234 0.08 %
101–1000 1,805 44.1 % 867,550 1.12 %
1 001–10 000 866 21.2 % 2,629,143 3 %
10 001–100 000 93 2.3 % 2,585,541 3 %
100 001–1 000 000 16 0.4 % 5,450,567 7 %
over 1 000 000 16 0.4 % 65,601,155 85 %
Total 4,094 100.0 % 77,194,190 100 %
Nominee registered 7 0.17 % 938,773 122 %
Largest shareholders 31.12.2021
Number of shares % of total shares
and votes
Suka Invest Oy 12,485,655 16.2
Keskinäinen eläkevakuutusyhtiö Ilmarinen 11,655,795 15.1
K. Hartwall Invest Oy Ab 8,105,390 10.5
Nurminen Juha Matti 6,665,248 8.6
Avant tecno Oy 5,739,375 7.4
JN Uljas Oy 3,231,206 4.2
Ruscap Oy 3,110,574 4.0
Verman Group Oy 2,524,297 3.3
Assai Oy 1,858,540 2.4
H. G. Paloheimo Oy 1,765,386 2.3
Relander Pär-Gustaf 1,757,686 2.3
Cyberdyne invest Oy 1,735,454 2.2
Partnos Oy 1,577,686 2.0
Kukkonen Tuomas Sakari 1,198,227 1.6
Jocer Oy Ab 1,176,132 1.5
Nurminen Jukka Matias 1,014,504 1.3
Nurminen Mikko Johannes 810,777 1.1
Citibank Europe Plc 729,719 0.9
VGK invest Oy 648,000 0.8
Vertanen Janne Olavi 631,075 0.8
Other 4075 shareholders 8,773,464 11.4
Yhteensä 77,194,190 100.0
Shareholders by type 31.12.2021
Number of shares % of total shares
and votes
Private companies 39,952,916 52 %
Financial institutions 5,025,576 7 %
Public sector organisations 11,655,795 15 %
Households 19,389,863 25 %
Foreign 228,464 0 %
Non-profit organisations 2,803 0 %
Registered in the name of nominee 938,773 1 %
Total 77,194,190 100 %
Nurminen Logistics Annual report 2021 |
Parent company financial statements
42
Parent Company’s Income Statement
1,000 EUR Note 2021 2020
NET SALES
1
3,434 3,018
Other operating income 2 3,209 1,124
Employee benefit expenses 3 –2,961 –1,591
Depreciation, amortisation and impairment losses 4 –516 –378
Other operating expenses 5 –4,254 –1,981
OPERATING RESULT –1,088 192
Financial income and expenses 6 568 1,240
RESULT BEFORE APPROPRIATIONS AND TAXES –520 1,432
Appropriations 7 3,840 149
Taxes 8 1,342 24
RESULT FOR THE YEAR 4,662 1,604
Parent Company’s Balance Sheet
1,000 EUR Note 2021 2020
ASSETS
Non-current assets
Intangible assets 1 1,378 1,665
Property, plant and equipment 1 29 29
Investments 2 45,190 45,190
Total non-current assets 46,597 46,884
Current assets
Non-current receivables 3,5 1,342 220
Current receivables 3 8,087 5,216
Cash and cash equivalents 404 1,174
Total current assets 9,834 6,610
TOTAL ASSETS 56,430 53,494
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 4 37,697 36,408
Retained earnings 4 –10,627 –12,232
Profit / loss for the financial year 4 4,662 1,604
Total equity 38,406 32,456
Liabilities
Non-current liabilities
Capital loan 1,250
Deferred tax liabilities
Other non-current liabilities 6 10,250 13,159
Current liabilities
Current liabilities 7 7,774 6,629
Total liabilities 18,024 21,038
TOTAL EQUITY AND LIABILITIES 56,430 53,494
Nurminen Logistics Annual report 2021 |
Parent company financial statements
43
Parent Company’s Cash Flow Statement
1,000 EUR Note 2021 2020
Cash flow from operating activities
PROFIT / LOSS FOR THE YEAR 4,662 1,604
Adjustments
Depreciation, amortisation and impairment losses 4 516 378
Financial income (–) and expenses (+) 6 –568 –1,240
Taxes 8 –1,342 –24
Group Contributions received 7 –3,840 –149
Other income and expenses with no cash flow effect 1,262
Other adjustments –6 –14
Cash flow before changes in working capital 684 556
Changes in working capital
Current non-interest bearing receivables,
increase (–) / decrease (+) 1,188 –2,939
Current liabilities, non-interest bearing, increase (+) / decrease (–) –1,011 1,151
Net cash from operating activities before
financial items and taxes 862 –1,231
Interest paid –503 –492
Dividends received 1,173 917
Interest received 185 497
Other financial items –294 –28
Cash flow from operating activities 1,423 –337
Cash flow from investing activities
Investmests in tangible and intangible assets –169 –141
Proceeds from property, plant and
equipment and intangible assets 6
Acquisition of subsidiaries and business operations –173 –8,670
Cash flow from investing activities –337 –8,811
Cash flow from financing activities
Payments of non-current liabilities –1,856
Repayment of equity loans –250
Proceeds from share issue 9,329
Cash flow from financing activities –1,856 9,079
Change in cash and cash equivalents –770 –69
Cash and cash equivalents at the beginning of the year 1,174 1,244
Change in cash and cash equivalents –770 –69
Cash and cash equivalents at year-end 404 1,174
Nurminen Logistics Annual report 2021 |
Parent company financial statements
44
Notes to the Parent Company’s Financial Statements
Accounting principles for the parent
company’s financial statements
The financial statements of Nurminen Logistic Plc are prepared in accordance with Finnish Accounting Standards (FAS).
Measurement of non-current assets
Items of property, plant and equipment and intangible assets are carried at cost less the planned depreciation / amortisation. They are
depreciated / 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.
Measurement of receivables
Receivables are measured at the lower of nominal and estimated probable value.
Pensions
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 items
Foreign currency receivables and liabilities are translated into euro at the closing rate at the balance sheet date.
Related party transactions
During the financial year 2021, the company has invoiced rents from Skillpixels Oy worth of 1,200.00 euros. Skillpixels Oy is a related
party of the CEO. The company has also invoiced ticket expenses from Russian Capital Management Oy (740.00 euros) which is a related
party of the CEO. There are no open receivables from related parties as at balance sheet date.
Leases
Lease payments are accounted for as rental costs. Lease payments due in the future years under the agreements are presented under
contingencies and commitments.
Number of shares and directed issues
The company conducted one share issue and conversion of hybrid bond to shares during the financial year. The amount of shares is
77,194,190 after these transactions as at balance sheet date 31.12.2021.
Number of shares
31.12.2020 74,212,667
Hybrid bond conversion to shares in July 2021* 2,875,795
Directed free share issue in July 2021** 105,728
31.12.2021 77,194,190
* Pension insurance company Ilmarinen convered the remaining 1.25 million euro hybrid bond to shares in the summer of 2021.
** Directed share issue to the company itself without consideration.
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 2021.
Nurminen Logistics Annual report 2021 |
Parent company financial statements
45
Notes to the Income Statement
1,000 EUR 2021 2020
1. Net sales
Sale of services 3,434 3,018
Total 3,434 3,018
2. Other operating income
Rent income 3,173 1,124
Other 36
Total 3,209 1,124
3. Disclosures for personnel and members of company organs
Employee benefit expenses
Wages and salaries –2,705 –1,389
Pension expenses and pension contributions –222 –171
Other social security costs –34 –31
Total –2,961 –1,591
4. Depreciation, amortisation and impairment losses
Intangible rights
Other capitalised long-term expenditure –387 –378
Buildings –129
Total –516 –378
5. Other operating expenses
Other operating expenses –4,254 –1,981
Total –4,254 –1,981
Auditors’ fees
Audit fees –90 –94
Other fees paid to auditors –27 –13
Total –117 –107
6. Financial income and expenses
Dividend income
Dividend income from Group companies 1,173 1,524
Total 1,173 1,524
Interest and other financial income
Interest from group companies 184 497
Total 185 497
Interest and other financial expenses
Interest to group companies –3
Interest and other financial expenses to others –789 –778
Total –789 –782
Total financial income and expenses 568 1,240
7. Appropriations
Received Group Contributions 3,840 149
5. Deferred taxes and 8. Income taxes
Losses of parent company from previous financial years 8,948 15,196
Confirmed losses will expire in 2022-2029
Deferred tax assets on losses from previous financial years 1,790 3,039
Change in deferred tax liabilities 1,342 24
The deferred tax assets have been recognized in the parent company financial statements for 75% of their value during the financial
year 2021.
Nurminen Logistics Annual report 2021 |
Parent company financial statements
46
Notes to the Balance Sheet
1,000 EUR 2021 2020
1. Property, plant and equipment and intangible assets
Intangible rights:
Cost at 1 Jan 149 148
Additions 1
Cost at 31 Dec 149 149
Accumulated planned amortisation at 1 Jan –147 –147
Accumulated planned amortisation at 31 Dec –148 –147
Carrying amount at 31 Dec 2 2
Other capitalised long-term expenditure
Cost at 1 Jan 3,191 3,058
Additions 83 133
Disposals –129
Cost at 31 Dec 3,144 3,191
Accumulated planned amortisation at 1 Jan –1,535 –1,157
Amortisation for the year –386 –378
Accumulated planned amortisation at 31 Dec –1,921 –1,535
Carrying amount at 31 Dec 1,223 1,656
Prepayments and unfinished acquisitions
Cost at 1 Jan 7
Additions 224 180
Disposals and transfers between asset categories –79 –173
Cost at 31.12. 153 7
Carrying amount at 31 Dec 153 7
Land area
Cost at 1 Jan 22 22
Carrying amount at 31 Dec 22 22
Other tangible assets
Cost at 1 Jan 9 9
Cost at 31.12. 9 9
Accumulated planned depreciation at 1 Jan –1 –1
Accumulated planned depreciation at 31 Dec –1 –1
Carrying amount at 31 Dec 8 8
Nurminen Logistics Annual report 2021 |
Parent company financial statements
47
1,000 EUR 2021 2020
2. Investments
Holdings in Group companies
Cost at Jan 1 13,934 5,091
Additions 8,843
Carrying amount at 31 Dec 13,934 13,934
Investments in reserve for invested unrestricted equity of Group companies
Cost at Jan 1 31,031 23,352
Additions 7,680
Carrying amount at 31 Dec 31,031 31,031
Holdings in associates
Cost at Jan 1 204 204
Carrying amount at 31 Dec 204 204
Other shares and holdings
Cost at Jan 1 21 21
Carrying amount at 31 Dec 21 21
Total 45,190 45,190
Domicile
Share of
ownership %
Subsidiaries
RW Logistics Oy Finland 100
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
NR Rail Oy Finland 51
Pelkolan Terminaali Oy Finland 20
The equity-accounted investee NR Rail Oy is in liquidation proceedings.
Nurminen Logistics Annual report 2021 |
Parent company financial statements
48
1,000 EUR 2021 2020
3. Receivables
Non-current
Deferred tax receivables 1,342
Advance payments 220
Total 1,342 220
Current
Current receivables from Group companies 1,853 4,330
Group contribution receivables 3,840
Trade receivables 2,166 777
Other receivables 63
Total 7,923 5,107
Prepayments and accrued income
Prepaid expenses 132 80
Other current receivables 32 28
Total 165 108
Total current receivables 8,087 5,216
4. Equity
Share capital total 4,215 4,215
Share premium reserve 86 86
Legal reserve 2,374 2,374
Restricted equity 6,675 6,675
Reserve for invested unrestricted equity at 1 Jan 36,408 27,079
Share issue 9,329
Hybrid bond conversion to shares 1,288
Reserve for invested unrestricted equity at 31 Dec 37,697 36,408
Retained earnings –10,627 –12,232
Profit / loss for the year 4,662 1,604
Unrestricted equity 31,732 25,781
Equity total 38,406 32,456
Distributable funds
Reserve for invested unrestricted equity 37,697 36,408
Retained earnings –10,627 –12,232
Profit / loss for the year 4,662 1,604
Total 31,732 25,781
The company owns 65,262 of its own shares.
6. Non-current liabilities
Capital loan 1,250
Loans from financial institutions 10,144 13,000
Other liabilities 106 159
Total 10,250 14,409
Total non-current liabilities 10,250 14,409
Nurminen Logistics Annual report 2021 |
Parent company financial statements
49
1,000 EUR 2021 2020
7. Current liabilities
Current liabilities to Group companies
Trade payables 219 485
Other liabilities 4,121 3,971
Accrued expenses and deferred income 6
Total 4,340 4,462
Current liabilities to others
Loans from financial institutions 1,000
Total 1,000
Non-interest bearing liabilities
Trade payables 506 529
Other liabilities 148 355
Accrued expenses and deferred income
Employee benefit expense accruals 347 363
Interest accruals 30
Other items 1,403 920
Total 2,434 2,167
Total current liabilities 7,774 6,629
Other notes
1,000 EUR 2021 2020
Liabilities and contingent liabilities secured by
corporate mortgages and pledges
Loans from financial institutions 11,144 13,000
Customs duties and other guarantees 1,307 1,790
The long term loan from Ilmarinen includes condition that the company pays premature repayments 30% of free cash flow. According
to the agreement, free cash flow is calculated by deducting financial expences, loan repayments and working capital investment from
the operative cash flow. The loan amount as at 31 December 2021 is 7,644 thousand euros (8,000 thousand euros as at 31.12.2020)
The 5 million euro loan from Ilmarinen was paid back in November 2021. The company has a new 3.5 million euro loan with a fixed
amortization schedule from Oma Säästöpankki Oyj. 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 group equity ratio should be over 20% at each
financial statement date during the loan period.
Credit accounts secured by corporate mortgages and pledges
Credit limit 1,000 1,000
Unused credit limit 1,000 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
Business mortgages 15,500 19,500
Rental guarantees
Deposit 1 April 2021 – 1 April 2023, after which can be resigned on a separate notice
599
Rental guarantee Kiinteistö Oy Luumäen Suoanttilantie 101
Rental obligations
Payable in next year 2,570 2,491
Payable after that 14,137 16,193
Amounts payable under leases
Payable in next year 106 189
Payable after that 8 114
Nurminen Logistics Annual report 2021 |
Parent Company’s Key Figures
50
Notes Regarding Personnel and Company Organs
2021 2020
The number of personnel
Personnel, average 15 14
Personnel, at year-end 11 15
Management remuneration (1,000 EUR)
The Board of Directors and CEO 667 589
Parent Company’s Key Figures
Key figures for business
2019 2020 2021
Net sales, 1 000 EUR 2,203 3,018 3,434
Operating result, (EBIT) 1,000 EUR –1,345 192 –1,088
Adjusted operating result,
(EBIT) 1,000 EUR*
174
% of net sales –61.1 % 6.4 % –31.7 %
Adjusted % of net sales* 5.1 %
Result for the financial
year, 1,000 EUR
–3,835 1,604 4,662
Adjusted result for the
financial year, 1,000 EUR**
742
% of net sales –174.1 % 53.2 % 135.8 %
Adjusted % of net sales** 21.6 %
Return on equity (ROE) % –16.4 % 5.9 % 13.2 %
Return on investment (ROI) % –7.3 % 5.4 % 0.6 %
Adjusted return on investment (ROI) %* 3.2 %
Equity ratio % 51.8 % 60.7 % 68.1 %
Gearing % 54.3 % 36.4 % 28.0 %
Wages and salaries paid, EUR 1,000 1,292 1,389 2,705
Adjusted wages and salaries paid, EUR 1,000* 1,443
Average number of employees 15 14 15
* The comparability to other financial periods has been taken into considerations with the key figures. Adjusted figure includes non-
recurring management remuneration that is not part of normal business operations.
** Adjusted figure includes non-recurring management remuneration, group contribution and change in deferred tax assets.
Nurminen Logistics Annual report 2021 |
Signatures on the financial statements and the report of the Board of Directors
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
THE BOARD’S PROPOSAL FOR THE DISTRIBUTION OF PROFIT
The unrestricted equity of the parent company as at 31 December, 2021 is 31,731,856.32 euros, of which the result of the year 2021 is
4,662,387.55 euros. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.019 be paid on the outs-
tanding 77,903,314 shares resulting in a total amount of proposed dividend of EUR 1,480,162.97. The remaining non-restricted equity
are retained and carried forward.
The Board proposes that the dividends be paid in two instalments, first instalment on 22 April, 2022. All the shares existing on the dividend
record date 13 April, 2022 are entitled to dividend for the year 2021 except for the own shares held by the parent company. The record
date of the second instalment is to proposed to be 9 September, 2022 and the instalment is to be paid on 16 September, 2022.
SIGNATURES OF THE BOARD’S REPORT ON OPERATIONS AND FINANCIAL STATEMENTS
Helsinki
Irmeli Rytkönen Olli Pohjanvirta
Chairman of the Board CEO
Alexey Grom Erja Sankari
Juha Nurminen Victor Hartwall
Karri Koskela
THE AUDITOR’S NOTE
Our auditor’s report has been issued today.
Helsinki 2.3.2022
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
Nurminen Logistics Annual report 2021 |
Auditor’s report
52
Auditor’s Report
To the Annual General Meeting of Nurminen Logistics Plc
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Nurminen Logistics Plc (business identity code 0109707-8) for the year ended 31 December
2021. 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
• the consolidated financial statements give a true and fair view of the group’s financial position as well as its financial performance
and its cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
• the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance
with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee.
Basis for Opinion
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
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.
Nurminen Logistics Annual report 2021 |
Auditor’s report
53
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of Deferred tax assets
Refer to note summary of significant
accounting policies and note 18.
As of balance sheet date 31 December 2021, the
group had deferred tax assets arising from the unused
tax losses carry forward amounting to 6.6 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
• assessed the key assumptions in the calculations
prepared by the management focusing on
forecasted future economic development and the
company’s ability to generate taxable income.
• tested deferred tax assets including the assessment
of recognizing judgmental tax positions. We reviewed
the communication with tax authorities.
• assessed disclosures related to deferred taxes.
Key Audit Matter How our audit addressed the Key Audit Matter
Revenue Recognition
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.
Our audit procedures to address the risk
of material misstatement included
• the analysis of the revenue recognition
accounting policies and
• comparison of revenue transactions to the supporting
documentation in order to assess whether the requirements
for the revenue recognition have been met.
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.
Nurminen Logistics Annual report 2021 |
Auditor’s report
54
Responsibilities of the Board of Directors and the Managing
Director for the Financial Statements
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.
Auditor’s Responsibilities for the Audit of the Financial Statements
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:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
•
Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting
and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a
going concern.
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of subsidiary investments
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 2021 amounted to 45.2 million
euros. These investments represented some 80 % of
the total assets and some 118 % of the total equity.
Valuation of subsidiary investment requires management to make
an assessment whether
• there are indicators that the investments
are permanently impaired, and
• what the probable value of investments is at year-end.
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
• approved budgets and long-term
forecasts by the management,
• information available in external sources, as well as
• our independently calculated industry averages
such as weighted average cost of capital
used in discounting the cashflows.
Nurminen Logistics Annual report 2021 |
Auditor’s report
55
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events so that the financial statements give a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group
to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our audit opinion.
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.
Other Reporting Requirements
Information on our audit engagement
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 6 years.
Other information
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, 2 March 2022
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
Nurminen Logistics Annual report 2021 |
Group’s key figures
56
Bridge calculation of comparable net sales
1,000 EUR 7–12/2021 7–12/2020 1–12/2021 1–12/2020
Net sales 78,268 44,227 141,254 80,707
PFC Nordic Oy* –933 –2,123
Comparable net sales 78,268 43,294 141,254 78,584
* PFC Nordic had no net sales in 2021
Group’s key figures
Key figures for business
2019 2020 2021
Net sales, EUR 1,000 69,340 80,707 141,254
Increase in net sales, % –12.1 % 16.4 % 75.0 %
Operating result (EBIT), EUR 1,000 –8,517 –206 9,625
% of net sales –12.3 % –0.3 % 6.8 %
Result before taxes, EUR 1,000 –10,864 –2,438 7,825
% of net sales –15.7 % –3.0 % 5.5 %
Result for the financial year, EUR 1,000 –11,433 –2,837 13,776
% of net sales –16.5 % –3.5 % 9.8 %
Return on equity (ROE), % –163.9 % –38.8 % 69.5 %
Return on investment (ROI), % –22.4 % –0.4 % 16.7 %
Equity ratio % 1.5 % 20.9 % 31.7 %
Gearing % 4849.1 % 266.1 % 115.9 %
Gearing % excluding IFRS 16 1517.0 % 189.4 % 77.1 %
Interest-bearing net debt, 1,000 EUR 38,948 36,759 29,914
Interest-bearing net debt exluding IFRS 16, 1,000 EUR 9,768 26,293 20,027
Gross investments, EUR 1,000 722 8,827 341
% of net sales 1.0 % 10.9 % 0.2 %
Balance sheet total, EUR 1,000 52,088 66,179 81,705
Average number of employees 176 163 145
Wages and salaries paid, EUR 1,000 9,196 8,430 8,558
Share key figures
Earnings per share (EPS), EUR, undiluted –0.29 –0.09 0.16
Earnings per share (EPS), EUR, diluted –0.29 –0.09 0.15
Equity per share, EUR –0.02 0.05 0.20
Dividend per share, EUR 0.00 0.00 0.019
Dividend to earnings ratio, % 0.0 % 0.0 % 12.7 %
Effective dividend yield, % 0.0 % 0.0 % 1.0 %
Repayment of equity per share, EUR 0.00 0.00 0.00
Price per earnings (P/E) –1 –5 12
Number of shares adjusted for share
issue (diluted), weighted average 44,304,976 44,652,887 77,843,064
Number of shares adjusted for share issue
(diluted), at end of financial year 44,538,914 74,147,405 77,903,314
Number of shares adjusted for share issue
(undiluted), weighted average 44,304,976 44,652,887 75,540,173
Number of shares adjusted for share issue
(undiluted), at end of financial year 44,538,914 74,147,405 77,128,928
Share price development
Share price development
Highest price 0.44 0.50 2.85
Lowest price 0.26 0.20 0.39
Average price 0.30 0.31 1.16
Closing share price at balance sheet date 0.27 0.45 1.96
Market capitalisation, MEUR 11.9 33.1 150.9
Number of shares traded 1,802,568 6,891,409 20,779,826
Shares traded, % of total number of shares 4.0 % 9.3 % 25.0 %
Number of shareholders 1,320 1,580 4,095
Nurminen Logistics Annual report 2021 |
Calculation of Key Figures
57
Calculation of Key Figures
Return on equity, % =
Result for the year
×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 + interest and other financial expenses
×100
Capital employed (average of beginning and end of financial year)
Equity ratio, % =
Equity
×100
Balance sheet total – advances received
Gearing, % =
Interest-bearing liabilities – cash and cash equivalents
×100
Equity
Gearing (%) exluding IFRS 16 =
Interest-bearing liabilities exluding IFRS 16 – cash and cash equivalents
×100
Equity exluding 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
Earnings per share (EPS) =
Result attributable to equity holders of the parent company
Weighted average number of ordinary shares outstanding
Equity per share =
Equity attributable to equity holders of the parent company
Undiluted number of shares outstanding at the end of the financial year
Dividend per earnings, % =
Dividend per share
×100
Earnings per share
Effective dividend yield, % =
Dividend per share
×100
Adjusted share price at the end of the financial year
Price per earnings (P/E) =
Share price at the end of the financial year
Earnings per share
Dividend per share =
Dividend payable for the reporting period
Share issue and conversion-adjusted weighted
average number of shares – own shares
Head Office
Satamakaari 24,
FI-00980 Helsinki , Finland
Tel. +358 10 545 00
www.nurminenlogistics.com