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Tallink Grupp

Quarterly Report Aug 9, 2018

2225_rns_2018-08-09_3c2f0aa8-cd71-42ae-9c64-b694fd1d97c0.pdf

Quarterly Report

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022018 TALLINK GRUPP AS

Beginning of the financial year 1 January 2018
End of the financial year 31 December 2018
Interim reporting period 1 April 2018 – 30 June 2018

CONTENTS

MANAGEMENT REPORT
MANAGEMENT BOARD'S CONFIRMATION
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 16
Consolidated statement of profit or loss and other comprehensive income 16
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 20
Note 1 Corporate information
Note 2 Basis of preparation
Note 3 Segment information
Note 4 Financial items
Note 5 Earnings per share
Note 6 Derivative instruments
Note 7 Property, plant and equipment
Note 8 Intangible assets
Note 9 Interest-bearing loans and borrowings
Note 10 Share capital
Note 11 Dividends
Note 12 Related party disclosures
STATEMENT BY THE MANAGEMENT BOARD
CONTACT INFORMATION

MANAGEMENT REPORT

In the second quarter (1 April - 30 June) of the 2018 financial year Tallink Grupp AS and its subsidiaries (the Group) carried 2.6 million passengers, which is 1.7% more than in the second quarter last year. The Group's unaudited revenue for the second quarter decreased by 1.7% to a total of EUR 255.4 million. Unaudited EBITDA for the second quarter was EUR 43.5 million (EUR 48.9 million in Q2 2017) and unaudited net profit was EUR 15.3 million (net profit of EUR 17.9 million in Q2 2017).

In the second quarter, the Group's revenue and operating result were impacted by the following operational factors:

  • The number of passengers travelling on the Group's ships increased in almost all geographical segments (Estonia-Finland, Estonia-Sweden and Latvia-Sweden).
  • The competition on the maritime traffic between Estonia and Finland puts pressure on ticket prices.
  • Strong growth of cargo volumes.
  • Higher fuel cost due to increase in bunker prices.
  • Charter revenue decrease compared to the same period last year as fewer ships are chartered out.

Sales and segments

In the second quarter, the revenue from route operations increased in almost all geographical segments (Estonia-Finland, Estonia-Sweden and Latvia-Sweden), total by EUR 1.8 million.

The number of passengers travelling on the Group's ships on the Estonia-Finland routes increased by 2.2% or more than 30 thousand to a total of 1379 thousand passengers. Due to higher competition, there was pressure on ticket prices that resulted in a decline in average ticket prices and lower ticket revenue. However, the cargo revenue showed strong growth also in second quarter and the total segment revenue increased by 0.7% to EUR 96.2 million. The Estonia-Finland segment result increased by 6.3% and was EUR 21.0 million.

The Finland-Sweden routes passenger number and revenue were almost on the same level compared to second quarter last year, being respectively 761 thousand passengers and EUR 88.6 million seament revenue. The seament result decreased by EUR 2.2 million to a total of EUR 7.2 million mainly due to higher fuel cost.

Interim report Q2 2018 Management report

The Estonia-Sweden route's second-auarter revenue increased bu 2.3% compared to the same period last year. The growth was supported by a 1.3% rise in the number of passengers and 17.2% increase in transported cargo units. The segment result decreased by EUR 1.2 million to a total of EUR 2.5 million mainly due to higher fuel cost.

The Latvia-Sweden route's second-quarter revenue increased by 4.6% compared to same period last year. The growth was supported by a 7.7% rise in the number of passengers and a 32.3% increase in transported cargo units. The segment result decreased by EUR 0.3 million to a total of EUR -0.9 million mainly due to higher fuel cost.

Earnings

In the second quarter of 2018, the Group's gross profit decreased by EUR 2.2 million compared to the same period last year, amounting to EUR 57.1 million. Second-quarter EBITDA decreased by EUR 5.3 million to EUR 43.5 million. The Group's second quarter result from operations was impacted mainly by:

  • EUR 2.8 million lower charter revenue compared to last year as fewer ships were chartered out.
  • Higher fuel cost due to increase in bunker prices globally, which had negative effect on the results of all geographical segments.

Amortisation and depreciation expense decreased by EUR 1.9 million to EUR 19.7 million compared to the second quarter of 2017. The decline is a result of less depreciation cost from two sold Superfast ferries and addition of depreciation cost of Shuttle ferry Megastar, compared to the second quarter last year.

Net finance costs decreased by EUR 0.3 million compared to the first quarter last year. The change includes decline of EUR 0.9 million in interest costs compared to same period the previous year and increase of EUR 0.6 million in losses from foreign exchange differences and the revaluation of cross currency and interest rate derivatives.

The Group's unaudited net profit for the second quarter of 2018 was EUR 15.3 million or EUR 0.023 per share compared to a net profit of EUR 17.9 million or EUR 0.027 per share in the same period last year.

Results of the first 6 months of 2018

In the first 6 months (1 January - 30 June) of the 2018 financial year the Group carried 4.6 million passengers which is almost 35 thousand passengers more compared to the same period last year. The Group's unaudited revenue for the period decreased by 2.6% and was EUR 439.6 million. Unaudited EBITDA for the first 6 months was EUR 47.7 million (EUR 54.1 million, 6M 2017) and unaudited net loss was EUR 4.3 million (EUR 2.4 million, 6M 2017 net loss).

The financial result of the first 6 months of 2018 was impacted by following factors:

  • The maintenance and repair of the cruise ferru Baltic Princess that lasted for 68 days.
  • Lower charter revenue compared to last year.
  • Higher fuel cost due to increase in bunker prices.
  • Competition on the maritime traffic between Estonia and Finland, which puts pressure on ticket prices.

Investments

In the second quarter, the Group's investments amounted to EUR 6.4 million. Most of the investments were made to upgrades of the ships cabins, public areas and to the development of online booking and sales systems.

Dividends

In June 2018 the shareholders' annual general meeting decided to pay a dividend of EUR 0.03 per share from net profit for 2017. The total dividend amount of EUR 20.1 million was paid out on 05 July 2018 (third quarter).

Financial position

In the second quarter, the Group's net debt decreased by EUR 33.9 million to EUR 447.0 million and the net debt to EBITDA ratio was 2.9 at the reporting date.

At the end of the second quarter, total liquidity (cash, cash equivalents and unused credit facilities) amounted to EUR 165.4 million (EUR 92.2 million at 30 June 2017) providing a strong financial position for sustainable operations.

The Group had EUR 90.4 million (EUR 82.0 million at 30 June 2017) in cash and cash equivalents and EUR 75.0 million (EUR 10.2 million at 30 June 2017) in unused credit lines.

Key figures

For the period O 2 2018 O 2 2017 Change %
Revenue (million euros) 255.4 259.9 $-1.7%$
Gross profit (million euros) 57.1 59.3 $-3.8%$
Net profit for the period (million euros) 15.3 17.9 $-14.7%$
EBITDA (million euros) 43.5 48.9 $-10.9%$
Depreciation and amortisation (million euros) 19.7 21.5 $-8.6%$
Capital expenditures (million euros) 6.4 5.3
Weighted average number of ordinary shares outstanding 669 882 040 669 882 040 0.0%
Earnings per share 0.023 0.027 $-14.7%$
Number of passengers 2 631 326 2 587 033 1.7%
Number of cargo units 101 072 91819 10.1%
Average number of employees 7 611 7582 0.4%
As at 30/06/2018 31/03/2018 Change %
Total assets (million euros) 1554.5 1531.6 1.5%
Total liabilities (million euros) 741.8 714.6 3.8%
Interest-bearing liabilities (million euros) 537.4 551.0 $-2.5%$
Net debt (million euros) 447.0 480.9 $-7.0%$
Net debt to EBITDA 2.94 3.06 $-3.9%$
Total equity (million euros) 812.7 817.1 $-0.5%$
Equity ratio (%) 52.3% 53.3%
Number of ordinary shares outstanding 669 882 040 669 882 040 0.0%
Equity per share 1.21 1.22 $-0.5%$
Ratios Q2 2018 Q2 2017
Gross margin (%) 22.3% 22.8%
EBITDA margin (%) 17.0% 18.8%
Net profit margin (%) 6.0% 6.9%

EBITDA: Earnings before net financial items, share of profit of equity accounted investees,

taxes, depreciation and amortisation

Earnings per share: net profit / weighted average number of shares outstanding

Equity ratio: total equity / total assets

Equity per share: shareholder's equity / number of shares outstanding

Gross margin: gross profit / revenue

EBITDA margin: EBITDA / revenue

Net profit margin: net profit or loss / revenue

Net debt: interest-bearing liabilities less cash and cash equivalents

Net debt to EBITDA: net debt / 12-months trailing EBITDA

Sales & results by segments

The following tables provide an overview of the quarterly sales and result development by geographical segments.

Q2 2017 O3 2017 O4 2017 O1 2018 Q2 2018 Q2 Change
Estonia - Passengers (thousands) 1349 1485 1 2 1 7 1025 1379 2.2%
Finland Cargo units (thousands) 60 60 62 58 65 8.3%
Revenue (million euros) 95.5 96.9 89.1 72.3 96.2 0.7%
Segment result 1 (million euros) 19.8 28.8 21.2 8.6 21.0 6.3%
Finland - Passengers (thousands) 765 878 695 523 761 $-0.6%$
Sweden Cargo units (thousands) 18 17 20 16 20 8.1%
Revenue (million euros) 88.9 104.4 82.4 62.7 88.6 $-0.4%$
Segment result 1 (million euros) 9.4 17.9 $-2.9$ $-5.5$ 7.2 $-23.6%$
Estonia - Passengers (thousands) 276 303 237 227 280 1.3%
Sweden Cargo units (thousands) 11 11 11 12 13 17.2%
Revenue (million euros) 30.8 35.9 27.5 24.5 31.5 2.3%
Segment result 1 (million euros) 3.7 7.8 0.6 $-1.8$ 2.5 $-32.7%$
Latvia - Passengers (thousands) 197 247 167 155 212 7.7%
Sweden Cargo units (thousands) 3 3 4 4 4 32.3%
Revenue (million euros) 17.4 23.2 15.3 13.1 18.2 4.6%
Segment result 1 (million euros) $-0.6$ 4.4 $-0.3$ $-4.1$ $-0.9$ -47.5%
Other Revenue (million euros) 30.0 25.6 20.8 13.1 23.3 $-22.3%$
Segment result 1 (million euros) 7.7 5.9 2.6 0.2 6.9 $-9.7%$
Intersegment revenue (million euros) $-2.9$ $-3.3$ $-2.2$ $-1.6$ $-2.5$ 14.1%
Total revenue (million euros) 259.9 282.7 232.9 184.2 255.4 $-1.7%$
EBITDA (million euros) 48.9 75.4 28.8 4.2 43.5 $-10.9%$
Total segment result 1 (million euros) 39.9 64.9 21.4 $-2.6$ 36.7 $-8.1%$
Net profit/loss 17.9 47.8 1.1 $-19.6$ 15.3 $-14.7%$

1 Segment result is the result before administrative expenses, finance costs and taxes.

The following tables provide an overview of the quarterly sales development by operating segments:

Revenue (million euros) O 2 2017 O3 2017 O4 2017 O1 2018 Q2 2018 Q2 Change
Restaurant and shop sales on-board and onshore 145.6 149.8 133.5 105.1 141.0 $-3.2%$
Ticket sales 65.2 83.8 51.7 40.2 64.3 $-1.4%$
Sales of cargo transportation 29.7 28.9 30.9 29.2 32.8 10.4%
Accommodation sales 5.8 7.1 4.6 3.3 5.3 $-8.2%$
Income from charter of vessels 4.8 4.9 4.3 2.0 2.0 $-58.5%$
Other sales 8.6 8.3 7.9 4.4 10.0 15.5%
Total revenue 259.9 282.7 232.9 184.2 255.4 $-1.7%$

The following charts provide an overview of the Group's second quarter sales by operational and geographical segments.

Market developments

The following table provides an overview of the passengers, cargo units and passenger vehicles transported during the second quarter and first half year of 2018 and 2017.

Passengers O 2 2018 O 2 2017 Change Jan-Jun
2018
Jan-Jun
2017
Change
Estonia - Finland 1 378 594 348 546 2.2% 2 403 630 2 360 252 1.8%
Finland - Sweden 760 584 765 240 $-0.6%$ 283529 1 345 474 $-4.6%$
Estonia - Sweden 279 699 276 046 1.3% 506 978 490 994 3.3%
Latvia - Sweden 212 449 197 201 7.7% 367 638 330 097 11.4%
Total 2 631 326 2 587 033 1.7% 4561775 4526817 0.8%
Cargo units O 2 2018 O 2 2017 Change Jan-Jun
2018
Jan-Jun
2017
Change
Estonia - Finland 64 538 59 610 8.3% 122 914 111 298 10.4%
Finland - Sweden 19 744 18 264 8.1% 35889 37 392 $-4.0%$
Estonia - Sweden 12866 10 979 17.2% 25 124 21556 16.6%
Latvia - Sweden 3924 2966 32.3% 7 832 5370 45.8%
Total 101072 91819 10.1% 191759 175 616 9.2%
Passenger vehicles O 2 2018 O 2 2017 Change Jan-Jun
2018
Jan-Jun
2017
Change
Estonia - Finland 231719 227 267 2.0% 405829 396 173 2.4%
Finland - Sweden 42 548 43 384 $-1.9%$ 60767 65 147 $-6.7\%$
Estonia - Sweden 17 9 89 18 993 $-5.3%$ 32 485 32 908 $-1.3%$
Latvia - Sweden 19 084 20 0 29 $-4.7%$ 34 629 32890 5.3%
Total 311 340 309 673 0.5% 533 710 527 118 1.3%

The Group's market shares on the routes operated during the 12-month period ended 30 June 2018 were as follows:

  • $\rightarrow$ the Group carried approximately 57% of the passengers and 65% of the ro-ro cargo on the route between Tallinn and Helsinki;
  • $\rightarrow$ the Group carried approximately 54% of the passengers and 27% of the ro-ro cargo on the routes between Finland and Sweden;
  • $\rightarrow$ the Group was the only provider of daily passenger transportation between Estonia and Sweden;
  • $\rightarrow$ the Group was the only provider of daily passenger and ro-ro cargo transportation between Riga and Stockholm.

Group structure

At the reporting date, the Group consisted of 46 companies. All subsidiaries are wholly owned by Tallink Grupp AS. The following diagram represents the Group's structure at the reporting date:

The Group also owns 34% of Tallink Takso AS.

Personnel

At 30 June 2018, the Group employed 7 893 employees (7 872 at 30 June 2017). The following table provides a more detailed overview of the Group's personnel.

Average of Q2 Average of Jan-Jun End of Q2
2018 2017 Change 2018 2017 Change 2018 2017 Change
Onshore total 1690 1637 3.2% 1661 1624 2.3% 1709 1665 2.6%
Estonia 928 866 7.2% 919 868 5.9% 931 868 7.3%
Finland 502 519 $-3.3%$ 485 499 $-2.8%$ 519 544 $-4.6%$
Sweden 168 163 3.1% 167 168 $-0.6%$ 165 $16 +$ 0.6%
Latvia 74 71 4.2% 72 71 1.4% 76 72 5.6%
Russia 12 12 0.0% 12 2 12 0.0% 12 11 9.1%
Germany 6 6 0.0% 6 6 0.0% 6 6 0.0%
On-board 5 2 7 9 5296 $-0.3%$ 5 14 6 5160 $-0.3%$ 5486 5 5 1 4 $-0.5%$
Hotel 1 642 649 $-1.1%$ 622 601 3.5% 698 693 0.7%
Total 7 6 11 7582 0.4% 7429 7385 0.6% 7893 7872 0.3%

1 The number of hotel personnel is not included in the total number of onshore personnel.

Shareholders & share price development

The following chart displays the shareholder structure of Tallink Grupp AS as at 30 June 2018.

Since 9 December 2005 the shares of Tallink Grupp AS have been listed on the Tallinn Stock Exchange, where the shares are traded under the ticker symbol TAL1T. The closing share price at the reporting date was EUR 1.06 per share. The following charts give an overview of the share price development in the past twelve months.

Events in Q2

Preparations for secondary listing of shares on the Nasdaq Helsinki stock exchange

In May 2018 the Supervisory Board has resolved to approve the secondary listing of Tallink Grupp AS shares on Nasdaq Helsinki stock exchange and has given the Management Board the task to initiate the relevant preparations. Tallink Grupp AS shares will continue to be listed also on Nasdag Tallinn stock exchange.

Dividends

In June 2018 the shareholders' annual general meeting decided to pay a dividend of EUR 0.03 per share. The total dividend amount of EUR 20.1 million was paid out on 05 July 2018 (third quarter). The income tax on dividends in amount of EUR 3.6 million was recorded in the second quarter costs.

Change in dividend policy

Since the year 2016, the Management Board's long-term goal has been to distribute at least 50% of net profit as dividends or capital repayments, taking into account the Group's financial position. The management has estimated that in the coming years the distribution per share will be at least EUR $0.02.$

In May 2018, the Management Board of Tallink Grupp AS decided to raise the minimum dividend rate by 50% to EUR 0.03 per share. The management board of Tallink Grupp AS states that the company is working to ensure that Tallink Grupp AS is a stable dividend payer and that the dividend paid to investors will increase over time.

Preparations for new ship order

At the Annual General Meeting of Shareholders, the Chairman of the Supervisory Board, Enn Pant, informed the shareholders that the company is undertaking preparations for ordering a new ship similar to the LNG powered Shuttle ferry Megastar. A further decision is to be made with regards to the ship order.

Events after the reporting period and outlook

Change in loan obligations

In July 2018 Tallink Grupp AS signed a loan agreement in the amount of EUR 110 million. The final maturity of the floating interest rate Euribor based loan is six years. The financing was arranged by Nordea Bank AB (publ), Finnish Branch, Danske Bank A/S, Finland Branch and HSH Nordbank AG.

The loan will be drawn in October 2018 and proceeds are used to repay the NOK 900 million bonds issued in June 2013 and to terminate the related hedge transactions. The new loan is guaranteed by Tallink Fast Ltd., a subsidiary of Tallink Grupp AS and is secured by the mortgage on the vessel Baltic Princess belonging to the same subsidiary.

Earnings

The Group's earnings are not generated evenly throughout the year. The summer period is the high season in the Group's operations. In management's opinion and based on prior experience most of the Group's earnings are generated during the summer (June-August).

Research and development projects

Tallink Grupp AS does not have any substantial on-going research and development projects. The Group is engaged continuously to find various opportunities for expanding the Group's operations, in order to improve the results.

Interim report Q2 2018 Management report

Risks

The Group's business, financial position and operating results could be materially affected by various risks. These risks are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe are immaterial or unlikely, could also impair our business. The order of presentation of the risk factors below is not intended to be an indication of the probability of their occurrence or of their potential effect on our business.

  • $\rightarrow$ Accidents, disasters
  • $\rightarrow$ Macroeconomic developments
  • $\rightarrow$ Changes in laws and regulations
  • $\rightarrow$ Relations with trade unions
  • $\rightarrow$ Increase in the fuel prices and interest rates
  • $\rightarrow$ Market and customer behaviour

MANAGEMENT BOARD'S CONFIRMATION

We confirm that to the best of our knowledge, the management report of Tallink Grupp AS for the second quarter and first 6 months of 2018 presents a true and fair view of the Group's development, results and financial position and includes an overview of the main risks and uncertainties.

Paavo Nogene Chairman of the Management Board

Andres Hunt Member of the Management Board

Lembit Kitter Member of the Management Board

Janek Stalmeister Member of the Management Board

Tallinn, 2018-08-09

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consolidated statement of profit or loss and other comprehensive income

Unaudited, in thousands of EUR Q2 2018 Q2 2017 Jan-Jun
2018
Jan-Jun
2017
Revenue (Note 3) 255 409 259 858 439 564 451 406
Cost of sales $-198356$ $-200579$ $-368804$ $-377257$
Gross profit 57053 59 279 70760 74 149
Sales and marketing expenses $-20329$ $-19334$ $-36642$ $-3711+$
Administrative expenses $-13805$ $-12844$ $-26533$ $-25454$
Other operating income 954 213 1067 336
Other operating expenses $-54$ $-9$ $-81$ $-144$
Result from operating activities 23 819 27 305 8 5 7 1 11773
Finance income (Note 4) 2880 5417 5958 7908
Finance costs (Note 4) $-7844$ $-10696$ $-15217$ $-17969$
Profit/loss before income tax 18855 22 0 26 $-688$ 1712
Income tax $-3576$ $-4112$ $-3599$ $-4126$
Net profit/loss for the period 15 279 17 914 $-4287$ $-241+$
Other comprehensive income $\Omega$ 412 $\Omega$
Exchange differences on translating foreign operations 461 629 393 18
Other comprehensive income for the period 462 629 805 18
Total comprehensive income/expense for the period 15 741 18 543 $-3482$ $-2396$
Earnings per share (in EUR per share, Note 5) 0.023 0.027 $-0.006$ $-0.004$

Consolidated statement of financial position

Unaudited, in thousands of EUR 30.06.2018 31.12.2017
ASSETS
Cash and cash equivalents 90 402 88 911
Trade and other receivables 56 052 46 466
Prepayments 14 3 6 7 5395
Prepaid income tax 49 40
Inventories 40 953 40 675
Current assets 201823 181 487
Investments in equity-accounted investees 403 403
Other financial assets 324 344
Deferred income tax assets 18 718 18722
Investment property 300 300
Property, plant and equipment (Note 7) 1285775 1308 441
Intangible assets (Note 8) 47 199 48 900
Non-current assets 1352719 1377110
TOTAL ASSETS 1554542 1558 597
LIABILITIES AND EQUITY
Interest-bearing loans and borrowings (Note 9) 163 235 159 938
Trade and other payables (Note 13) 107 003 95 548
Derivatives (Note 6) 28 441 29 710
Payables to owners 20 099 3
Income tax liability 3562 34
Deferred income 45 284 31429
Current liabilities 367 624 316 662
Interest-bearing loans and borrowings (Note 9) 374 201 400 968
Derivatives (Note 6) 0 4688
Other liabilities 16 $\Omega$
Non-current liabilities 374 217 405 656
Total liabilities 741841 722 318
Share capital (Note 10) 361736 361736
Share premium 639 639
Reserves 70 641 68 946
Retained earnings 379 685 404 958
Equity attributable to equity holders of the Parent 812 701 836 279
Total equity 812 701 836 279
TOTAL LIABILITIES AND EQUITY 1554542 1558 597

Consolidated statement of cash flows

Unaudited, in thousands of EUR Jan-Jun
2018
Jan-Jun
2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period -4 287 $-2414$
Adjustments 52 543 56 637
Changes in:
Receivables and prepayments related to operating activities $-18538$ $-185+2$
Inventories $-278$ $-12904$
Liabilities related to operating activities 25 4 20 18 511
Changes in assets and liabilities 6 6 0 4 $-12935$
Cash generated from operating activities 54 860 41288
Income tax paid $-71$ 40
NET CASH FROM OPERATING ACTIVITIES 54789 41328
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, equipment and intangible assets (Notes 7, 8, 9) $-14649$ $-209$ 411
Proceeds from disposals of property, plant, equipment 42 189
Interest received 1 $\mathbf{1}$
NET CASH USED IN INVESTING ACTIVITIES $-14606$ $-209221$
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans received (Note 9) 0 184 000
Repayment of loans received (Note 9) $-27334$ $-26050$
Change in overdraft (Note 9) 0 24 682
Payments for settlement of derivatives $-1746$ $-1819$
Payment of finance lease liabilities (Note 9) $-52$ $-52$
Interest paid $-9560$ $-9466$
Payment of transaction costs related to loans 0 $-216$
NET CASH USED IN/FROM FINANCING ACTIVITIES -38 692 171 079
TOTAL NET CASH FLOW 1491 3186
Cash and cash equivalents at the beginning of period 88 911 78773
Increase in cash and cash equivalents 1491 3 1 8 6
Cash and cash equivalents at the end of period 90 402 81959

Consolidated statement of changes in equity

Share Translation Ships re-
valuation
Mandatoru Retained Equity
attributable to
equity holders
Unaudited, in thousands of EUR Share capital premium reserve reserve legal reserve earnings of the Parent Total equity
As at 31 December 2017 361736 639 $\overline{c}$ 43 599 25 345 404 958 836 279 836 279
Net loss for the period (Note 5) 0 $\mathbf 0$ O 0 0 $-4287$ $-4287$ $-4287$
Other comprehensive income 0 0 393 0 0 412 805 805
Total comprehensive expense for the period 0 0 393 O 0 $-3875$ $-3482$ $-3482$
Transactions with owners of the Company
recognised directly in equity
Transfer from profit for 2017 0 0 0 0 2 3 2 5 $-2325$ $\Omega$ 0
Transfer from revaluation reserve 0 $\Omega$ $\Omega$ $-1023$ $\Omega$ 1023 $\Omega$ $\Omega$
Dividends (Note 11) 0 0 O 0 0 $-20096$ $-20096$ $-20006$
Transactions with owners of the Company, $\Omega$ $\Omega$ $\Omega$ $-1023$ 2 3 2 5 $-21398$ $-20006$ $-20006$
recognised directly in equity
As at 30 June 2018 361736 639 395 42 576 27 670 379 685 812 701 812701
As at 31 December 2016 361736 639 $-11$ 45 646 23 139 378 717 809 866 809 866
Net loss for the period (Note 5) 0 0 0 0 0 $-2 + 14$ $-2414$ $-2 + 14$
Total other comprehensive income O 0 18 0 0 0 18 18
Total comprehensive expense for the period 0 0 18 0 $\Omega$ $-2414$ $-2396$ $-2396$
Transactions with owners of the Company
recognised directly in equity
Transfer from profit for 2016 $\Omega$ $\Omega$ 0 $\Omega$ 2 2 0 6 $-2206$ $\Omega$ $\Omega$
Dividends 0 0 0 0 0 $-20096$ $-20006$ $-20096$
Transactions with owners of the Company, 0 $\Omega$ $\Omega$ $\Omega$ 2 2 0 6 $-22302$ $-20096$ $-20006$
recognised directly in equity
As at 30 June 2017 361736 639 $\overline{7}$ 45 646 25 345 354 001 787 374 787 374

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 Corporate information

The consolidated interim financial statements of Tallink Grupp AS (the "Parent") and its subsidiaries (together referred to as the "Group") for the second quarter of 2018 and for the first 6 months were authorised for issue by the Management Board on 9 August 2018.

Tallink Grupp AS is a public limited company incorporated and domiciled in Estonia, with a registered office at Sadama 5/7, Tallinn. Tallink Grupp AS shares have been publicly traded on the Tallinn Stock Exchange since 9 December 2005.

The principal activities of the Group are related to marine transportation in the Baltic Sea (passenger and cargo transportation). As at 30 June 2018, the Group employed 7 893 people (7 872 as at 30 June 2017).

Note 2 Basis of preparation

These interim consolidated financial statements of Tallink Grupp AS have been prepared in a condensed form in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting".

These interim consolidated financial statements have been prepared using the same accounting policies and measurement bases that were applied in the preparation of the consolidated financial statements of Tallink Grupp AS for the financial year ended on 31 December 2017. The Group prepares its consolidated annual financial statements in accordance with IFRS as adopted by the EU. The Group adopted IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments" from 1 January 2018.

The interim consolidated financial statements are presented in thousand euros (EUR).

Note 3 Segment information

The Group's operations are organized and managed separately according to the nature of the different markets. Different routes represent different business segments.

The following tables present the Group's revenue and profit by reportable segments for the reporting and the comparative period.

Geographical segments - by the location of assets

Estonia-Finland Estonia-Sweden Latvia-Sweden Finland-Sweden Intersegment
For the period 1 January - 30 June, in thousands of EUR route route route route Other elimination Total
2018
Sales to external customers 168 496 56 015 31 3 25 151326 32 402 0 439 564
Intersegment sales 0 0 0 0 4083 -4083 $\Omega$
Revenue 168 496 56 015 31 3 25 151326 36 485 $-4083$ 439 564
Segment result 29 665 710 $-5042$ 1 695 7090 0 34 118
Unallocated expenses $-255 +7$
Net financial items (Note 4) $-9259$
Loss before income tax $-688$
Estonia-Finland Estonia-Sweden Latvia-Sweden Finland-Sweden Intersegment
For the period 1 January - 30 June, in thousands of EUR route route route route Other elimination Total
2017
Sales to external customers 168 488 53882 27 9 82 158 015 43 039 $\Omega$ 451406
Intersegment sales 0 0 0 0 4781 $-4781$ $\Omega$
Revenue 168 488 53882 27 982 158 015 47820 $-4781$ 451406
Segment result 27857 2 116 $-5320$ 3 4 0 5 8977 0 37035
Unallocated expenses $-25262$
Net financial items (Note 4) $-100061$
Profit before income tax 1712

Revenue by service

In thousands of EUR Jan-Jun
2018
Jan-Jun
2017
Restaurant and shop sales on-board and onshore 246 035 253 452
Ticket sales 104 524 107 273
Sales of cargo transport 61993 57953
Sales of accommodation 8 6 4 9 9136
Income from charter of vessels 3 9 8 2 9593
Other 14 3 8 2 13 9 9 9
Total revenue of the Group 439 564 451406

Note 4 Financial items

In thousands of EUR Jan-Jun
2018
Jan-Jun
2017
Net foreign exchange gain Ω 5 101
Income on foreign exchange derivatives 3966 0
Interest income on financial assets not measured at fair value through profit or loss
Income on interest rate swaps 1991 2806
Income from other financial assets 0
Total finance income 5958 7 908
Net foreign exchange loss $-3.37+$ $\Omega$
Expenses on foreign exchange derivatives O -4 196
Interest expense on financial liabilities measured at amortised cost $-10007$ $-11954$
Expenses on interest rate swaps $-1746$ $-1819$
Total finance costs $-15217$ $-17969$
Net finance costs $-9259$ $-10001$

Note 5 Earnings per share

Earnings per share (EPS) are calculated by dividing the net profit/loss for the period attributable to ordinary shareholders of the Parent by the weighted average number of ordinary shares outstanding during the period.

In thousands O 2 2018 O 2 2017 Jan-Jun
2018
Jan-Jun
2017
Shares issued 669882 669882 669 882 669882
Shares outstanding 669882 669882 669882 669882
In thousands of EUR O 2 2018 O 2 2017 Jan-Jun
2018
Jan-Jun
2017
Weighted average number of ordinary shares outstanding (in thousands) 669882 669 882 669882 669882
Net profit/loss attributable to equity holders of the Parent 15 279 17 914 $-4287$ $-2 + 14$
EPS (EUR per share) 0.023 0.027 $-0.006$ $-0.004$

Note 6 Derivative instruments

V TALLINK

The Group uses interest rate swaps to manage its exposure to movements in interest rates. Where the effectiveness of the hedge relationship in a cash flow hedge is demonstrated, changes in the fair value are included in the hedging reserve in equity and released to match actual payments on the hedged item. Changes in the fair value of derivatives which do not qualify for hedge accounting under IFRS 9 are recognised directly in profit or loss.

As at 30 June 2018, Tallink Grupp AS had one interest rate derivative contract with a notional amount of EUR 100 000 thousand with maturity in 2019 and two cross-currency derivative contracts with a total notional amount of EUR 120 000 thousand with maturities in 2018. As at 30 June 2018, the fair value of the interest rate derivatives was EUR -2 697 thousand and the fair value of the crosscurrency derivatives was EUR -25 744 thousand.

In thousands of EUR Land and
buildings
Ships Plant and
equipment
Assets
under
construction
Total
Book value as at 31 December 2017 2 3 0 8 1268 604 32958 4571 1308 441
Additions O $-1632$ 8 0 7 1 7 2 5 0 13 6 89
Reclassification 792 6771 1321 $-8.884$ $\Omega$
Disposals 0 O $-90$ 0 $-90$
Depreciation for the period $-266$ $-31054$ $-4945$ 0 $-36265$
Book value as at 30 June 2018 2834 1242689 37 315 2937 1285775
As at 30 June 2018
Gross carrying amount 8 4 21 1633018 66773 2937 1711149
Accumulated depreciation $-5587$ $-390329$ $-29$ 458 $\circ$ $-425374$
Book value as at 31 December 2016 2525 1230 437 23 063 48 872 1304897
Additions $\Omega$ 189 233 11 443 5676 206 352
Reclassification O 46 341 0 $-463+1$ O
Disposals 0 0 $-231$ O $-231$
Depreciation for the period $-265$ $-35212$ $-3829$ $\Omega$ $-39306$
Book value as at 30 June 2017 2 2 6 0 1430799 30 446 8 2 0 7 1 471 712
As at 30 June 2017
Gross carrying amount 5607 1812905 60 884 8 2 0 7 1887603
Accumulated depreciation $-33+7$ $-382106$ $-30+38$ O $-415891$

Note 7 Property, plant and equipment

Note 8 Intangible assets

In thousands of EUR Goodwill Trademark Other Assets under
construction
Total
Book value as at 31 December 2017 11066 24754 9166 3 9 1 4 48 900
Additions 0 0 142 1011 1153
Reclassification 0 O 3 417 $-3417$ 0
Amortisation for the period 0 $-1458$ -1396 0 $-2854$
Book value as at 30 June 2018 11066 23 29 6 11 3 2 9 1508 47 199
As at 30 June 2018
Cost 11066 58 288 29 737 1508 100 599
Accumulated amortisation 0 $-34992$ $-18 + 08$ 0 $-53 +00$
Book value as at 31 December 2016 11066 27 670 9 3 5 8 2033 50 127
Additions 0 $\Omega$ 544 2 5 9 4 3 1 3 8
Amortisation for the period 0 $-1458$ $-1571$ 0 $-3029$
Book value as at 30 June 2017 11066 26 212 8 3 3 1 4627 50 236
As at 30 June 2017
Cost 11066 58 288 30 901 4627 104 882
Accumulated amortisation 0 $-32076$ $-22570$ 0 $-546$

Note 9 Interest-bearing loans and borrowings

In thousands of EUR 31/12/2017 Addition Repayments differences Exchange Other changes 1 30/06/2018
Finance leases 287 193 $-52$ -18 -77 333
Unsecured bonds 91 288 0 O 3 157 111 94 556
Overdrafts 0 0 0 0 0 $\Omega$
Long-term bank loans 469 331 0 $-27.33 +$ 0 550 442 547
Total borrowings 560 906 193 $-27386$ 3 1 3 9 584 537 436
Current portion 159 938 163 235
Non-current portion 400 968 374 201
Total borrowings 560 906 537 436

1 Other changes in bonds and bank loans are related to the capitalisation and amortisation of transaction costs. Other changes in finance lease liabilities are related to the termination of lease agreements.

Bonds are nominated in NOK.

Bank overdrafts are secured with commercial pledges (in the total amount of EUR 20 204 thousand) and ship mortgages.

Tallink Grupp AS has given guarantees to Nordea Bank Plc and Danske Bank A/S for loans of EUR 209 847 thousand granted to its ship-owning subsidiaries. Ship-owning subsidiaries have given guarantees to Nordea Bank Finland Plc for a loan of EUR 232 700 thousand granted to Tallink Grupp AS. The primary securities for these loans are pledges of the shares in the ship-owning subsidiaries and mortgages on the ships belonging to the aforementioned subsidiaries.

Note 10 Share capital

According to the articles of association of the Parent effective as from 31 December 2016, the maximum number of common shares is 2 400 000 000. Each share grants one vote at the shareholders' general meeting. Shares acquired by the transfer of ownership are eligible for participating in and voting at a general meeting only if the ownership change has been recorded in the Estonian Central Registry of Securities by the time the list of shareholders entitled to participate in the general meeting is determined.

Tallink Grupp AS has 669 882 040 registered shares without nominal value and the notional value of each share is EUR 0.54.

Note 11 Dividends

Since the year 2016, the Management Board's long-term goal has been to distribute at least 50% of net profit as dividends or capital repayments, taking into account the Group's financial position. The management has estimated that in the coming years the distribution per share will be at least EUR 0.02. Annual general meeting of 2018 decided to pay a dividend of EUR 0.03 per share from the net profit for 2017 in the total amount of EUR 20 096 thousand.

In May 2018, the Management Board of Tallink Grupp AS decided to raise the minimum dividend rate by 50% to EUR 0.03 per share. The management board of Tallink Grupp AS states that the company is working to ensure that Tallink Grupp AS is a stable dividend payer and that the dividend paid to investors will increase over time.

Note 12 Related party disclosures

The Group has entered into the following transactions with related parties and has the following balances with them.

For the period ended 30 June 2018, in
thousands of EUR
Sales to related
parties
related parties Purchases from Receivables from
related parties
Payables to
related parties
Companies controlled by the Key Management
Personnel
646 12 647 45 1 358
Associated companies 112 22
Total 647 12759 46 l 380
For the period ended 30 June 2017, in
thousands of EUR
Sales to related
parties
related parties Purchases from Receivables from
related parties
Payables to
related parties
Companies controlled by the Key Management
Personnel
134 11703 25 876
Associated companies 72 Ω 11
Total 134 11 775 25 887

STATEMENT BY THE MANAGEMENT BOARD

Hereby we acknowledge our responsibility for the Tallink Grupp AS Unaudited Condensed Consolidated Interim Financial Statements for the second quarter and first 6 months of 2018 and confirm that these financial statements have been prepared in accordance with IAS 34 and give a true and fair view of the Group's financial position, financial performance and cash flows.

Tallink Grupp AS and its subsidiaries are able to continue as going concerns for a period of at least one year after the date of approval of these interim financial statements.

Paavo Nogene Chairman of the Management Board

Andres Hunt Member of the Management Board

Lembit Kitter Member of the Management Board

Janek Stalmeister Member of the Management Board

Tallinn, 2018-08-09

CONTACT INFORMATION

Commercial Registry no. 10238429
Address Sadama 5/7
10111, Tallinn
Republic of Estonia
Phone +372 6 409 800
Fax +372 6 409 810
Website www.tallink.com
Main activity maritime transport
(passenger & cargo transport)

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