Quarterly Report • Nov 10, 2016
Quarterly Report
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| Beginning of the financial year | 1. January 2016 |
|---|---|
| End of the financial year | 31. December 2016 |
| Commercial Registry No. | 10238429 |
| Address | Sadama 5/7 |
| 10111, Tallinn | |
| Estonia | |
| Telephone | +372 6 409 800 |
| Fax | +372 6 409 810 |
| Internet homepage | www.tallink.com |
| Primary activity | maritime transportation (passenger and cargo transportation) |
| Auditor | KPMG Baltics OÜ |
| MANAGEMENT REPORT FOR THE INTERIM FINANCIAL STATEMENTS | 3 |
|---|---|
| Unaudited Consolidated Interim Financial Statements First nine months of the financial year 2016 |
|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 14 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 15 |
| CONSOLIDATED CASH FLOW STATEMENT | 16 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
17 |
| Notes to the unaudited consolidated interim financial statements First nine months of the financial year 2016 |
18-23 |
| MANAGEMENT BOARD'S APPROVAL TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
24 |
In the third quarter (1 July - 30 September) of the 2016 financial year AS Tallink Grupp and its subsidiaries' (the Group) carried 2.9 million passengers which is 5.7% more compared to the third quarter last year. The number of cargo units transported increased by 6.7% and the number of passenger vehicles transported increased by 6.2% compared to same period last year.
The Group's unaudited consolidated revenue for the third quarter was EUR 273.5 million, which is on the same level with the third quarter last year. The Group's unaudited EBITDA for the third quarter amounted to EUR 67.1 million compared to EUR 76.8 million last year and unaudited net profit was EUR 42.8 million compared to EUR 45.2 million in same period last year.
In the third quarter, the revenue increased in all Group's operated routes. The revenue growth of core operations from onboard and ticket sale was supported by the larger number of passengers travelling with the Group's operated ships. The revenue from chartering of ships is visibly lower as there were fewer ships chartered out compared to third quarter last year. The Group's operating result is lower compared to same period last year mainly due to lower result from chartering and cost of charter of the fast ferry Superstar.
The new LNG fast ferry Megastar was christened and launched in July 2016. The construction is proceeding according to the schedule and the interior works of the ship have started. The new LNG fast ferry Megastar will be delivered to the Group in January 2017 and the vessel will start to operate the Shuttle service on Tallinn-Helsinki route. At the same time, the Group has initiated number of marketing activities to introduce the new vessel and its qualities to main markets, more info on project http://megastar.tallink.com/.
In expectation of the new LNG fast ferry Megastar to the market next year, the Group operated the cruise ferry Silja Europa on Tallinn-Helsinki route day cruise service in 2016 third quarter July and August. This operational change has enabled the Group to increase its market share on the route by 2% to 58%, compared to same period last year. The Estonia-Finland route's third quarter revenue increased by 7.0%, the increase is driven mainly by growth in the passenger number and cargo volume from the added capacity, compared to last year. The Estonia-Finland segment result for the third quarter was lower compared to the same period last year due to the cost of charter of the fast ferry Superstar.
The Finland-Sweden routes third quarter revenue increased by 0.9%, compared to same period last year. The revenue growth was supported by the higher passenger number on the routes. The Group's Finland-Sweden routes market share increased in the third quarter by 2% to 54%. The number of cargo units transported on Finland-Sweden routes increased by 5.2% compared to same period last year. The segment result for the third quarter is slightly lower due to higher marketing and operating costs.
Similarly to previous quarters of 2016, the Estonia-Sweden and Latvia-Sweden routes positive development continues, the routes revenue growth was driven mainly by higher ticket revenue and on-board sales. The Estonia-Sweden routes revenue increased by 2.5% and segment result improved by 10.9% or EUR 0.7 million. The Latvia-Sweden route revenue increased by 3.2% and segment result improved by 10.9% or EUR 0.4 million compared to third quarter last year.
In the third quarter the Group's total ticket revenue increased by 5.4% or EUR 4.3 million and restaurants and shop sales increased by 4.0% or EUR 5.7 million, compared to the same period last year. The sales growth is supported mainly by the higher number of passengers travelling with the Group's operated ships.
The revenue from chartering activities has reduced in total by EUR 7.3 million in the third quarter due to fewer ships are chartered out, compared to the same period last year.
In the third quarter of the 2016 financial year the Group's gross profit decreased by EUR 8.0 million and amounted to EUR 76.8 million, compared to the same period last year, EBITDA decreased by
EUR 9.7 million to the total of EUR 67.1 million. The third quarter profitability was impacted by less revenue from chartering, higher marketing costs, cost of charter of the fast ferry Superstar and higher ships operating costs.
In the third quarter the Group's net debt decreased by EUR 8.3 million to a total of EUR 457.9 million and the net debt to EBITDA ratio was a solid 3.1 at the end of third quarter. The third quarter interest cost was EUR 1.4 million lower compared to same period last year from regular repayment of loans and also repayment of loans related to sale of ships. Combined with gain from revaluation of cross currency and interest derivatives, the total finance costs decreased by EUR 4.2 million compared to the third quarter last year.
The unaudited net profit for the third quarter of the 2016 financial year was EUR 42.8 million or EUR 0.064 per share compared to the net profit of EUR 45.2 million or EUR 0.067 per share in the same period last year.
In June 2016 the shareholders annual general meeting decided to pay a dividend of EUR 0.02 per share from financial year 2015 profits. The total dividend amount of EUR 13.4 million was paid out on 05 July 2016 (third quarter). In addition to dividend payment the annual general meeting decided the share capital reduction in amount of EUR 40.2 million or EUR 0.06 per share. According to the procedures set out in Commercial Code the share capital reduction payments to the shareholders will be made on 23 December 2016.
The total liquidity, cash and unused credit facilities, at the end of the third quarter was EUR 116.3 million providing a strong financial position for sustainable operations. The Group had EUR 88.8 million in cash and equivalents and the total of unused credit lines were at EUR 27.5 million.
| 2016 | 2015 | Change | ||
|---|---|---|---|---|
| July-Sep | July-Sep | |||
| Revenue | EUR million | 273.5 | 273.6 | -0.0% |
| Gross profit | EUR million | 76.8 | 84.8 | -9.4% |
| Gross margin | 28.1% | 31.0% | ||
| EBITDA | EUR million | 67.1 | 76.8 | -12.6% |
| EBITDA margin | 24.6% | 28.1% | ||
| Net profit for the period | EUR million | 42.8 | 45.2 | -5.3% |
| Net profit margin | 15.7% | 16.5% | ||
| Depreciation and amortization | EUR million | 19.3 | 18.4 | 4.5% |
| Investments | EUR million | 15.1 | 11.3 | 33.6% |
| Weighted average number of ordinary shares | ||||
| outstanding 1 | 669,882,040 | 669,882,040 | 0.0% | |
| Earnings per share | EUR | 0.06 | 0.07 | -5.3% |
| Number of passengers | 2,855,112 | 2,701,412 | 5.7% | |
| Number of cargo units | 81,170 | 76,062 | 6.7% | |
| Average number of employees | 7,366 | 7,040 | 4.6% | |
| 30.09.2016 | 30.06.2016 |
| 30.09.2016 | 30.06.2016 | |||
|---|---|---|---|---|
| Total assets | EUR million | 1,552.0 | 1,567.4 | -1.0% |
| Interest-bearing liabilities | EUR million | 546.7 | 558.5 | -2.1% |
| Net debt | EUR million | 457.9 | 466.2 | -1.8% |
| Total equity | EUR million | 811.2 | 807.7 | 0.4% |
| Equity ratio | 52.3% | 51.5% | |
|---|---|---|---|
| Net debt to EBITDA | 3.1 | 2.9 |
| Number of ordinary shares outstanding 1 | 669,882,040 | 669,882,040 | 0.0% | |
|---|---|---|---|---|
| Shareholders' equity per share | EUR | 1.21 | 1.21 | 0.4% |
EBITDA: Earnings before net financial items, taxes, depreciation and amortization;
Earnings per share: net profit / weighted average number of shares outstanding;
Equity ratio: total equity / total assets;
Shareholder's equity per share: shareholder's equity / number of shares outstanding;
Gross margin: gross profit / net sales;
EBITDA margin: EBITDA / net sales;
Net profit margin: net profit / net sales;
Net debt: Interest bearing liabilities less cash and cash equivalents;
Net debt to EBITDA: Net debt / 12-months trailing EBITDA.
1 Share numbers exclude own shares.
The following table provides an overview of the quarterly sales development by operational segments:
| Q3 | Q4 | Q1 | Q2 | Q3 | Q3 change |
|
|---|---|---|---|---|---|---|
| in EUR millions | 2015 | 2015 | 2016 | 2016 | 2016 | y-o-y |
| Ticket sales | 78.3 | 50.4 | 40.1 | 61.0 | 82.6 | 5.4% |
| Restaurant & shop sales | 141.1 | 124.9 | 109.4 | 137.7 | 146.8 | 4.0% |
| Cargo sales | 25.4 | 25.9 | 24.7 | 26.7 | 25.4 | -0.2% |
| Accommodation sales | 6.3 | 4.3 | 3.2 | 5.3 | 6.6 | 5.7% |
| Leases of vessels | 12.1 | 12.4 | 8.9 | 4.8 | 4.9 | -59.9% |
| Other sales | 10.3 | 9.8 | 6.5 | 9.7 | 7.4 | -28.0% |
| Total revenue | 273.6 | 227.6 | 192.8 | 245.2 | 273.5 | -0.0% |
The following table provides an overview of the quarterly sales and result development by geographical segments:
| Q3 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q3 | Q4 | Q1 | Q2 | Q3 | change | |||
| 2015 | 2015 | 2016 | 2016 | 2016 | y-o-y | |||
| Finland- | Passengers | th. | 1,443 | 1,151 | 1,001 | 1,322 | 1,568 | 8.7% |
| Estonia | Cargo units | th. | 51 | 49 | 48 | 54 | 54 | 7.6% |
| Revenue | mil.EUR | 96.3 | 85.3 | 69.5 | 92.7 | 103.1 | 7.0% | |
| Segment result | mil.EUR | 30.0 | 23.1 | 10.5 | 15.9 | 28.1 | -6.5% | |
| Finland- | Passengers | th. | 843 | 650 | 624 | 714 | 863 | 2.3% |
| Sweden | Cargo units | th. | 14 | 16 | 18 | 18 | 15 | 5.2% |
| Revenue | mil.EUR | 99.6 | 77.4 | 71.6 | 84.9 | 100.4 | 0.9% | |
| Segment result | mil.EUR | 16.4 | -0.3 | -3.1 | 3.0 | 16.0 | -2.4% | |
| Sweden- | Passengers | th. | 277 | 222 | 222 | 258 | 280 | 1.1% |
| Estonia | Cargo units | th. | 10 | 11 | 10 | 11 | 10 | 6.4% |
| Revenue | mil.EUR | 32.2 | 25.6 | 22.3 | 29.2 | 33.0 | 2.5% | |
| Segment result | mil.EUR | 6.7 | 0.7 | 0.2 | 4.2 | 7.5 | 10.9% | |
| Sweden- | Passengers | th. | 138 | 103 | 107 | 128 | 144 | 4.3% |
| Latvia | Cargo units | th. | 2 | 2 | 2 | 2 | 2 | -5.8% |
| Revenue | mil.EUR | 13.5 | 9.4 | 8.3 | 11.2 | 13.9 | 3.2% | |
| Segment result | mil.EUR | 3.8 | 0.6 | 0.1 | 1.7 | 4.2 | 10.9% | |
| Other | Revenue | mil.EUR | 35.2 | 32.4 | 22.9 | 30.0 | 26.2 | -25.4% |
| Segment result | mil.EUR | 12.7 | 9.3 | 0.5 | 5.1 | 4.4 | -65.2% | |
| Inter segment sales | mil.EUR | -3.3 | -2.4 | -1.8 | -2.7 | -3.3 | 0.2% | |
| Total revenue | mil.EUR | 273.6 | 227.6 | 192.8 | 245.2 | 273.5 | -0.0% | |
| EBITDA | mil.EUR | 76.8 | 29.9 | 16.3 | 36.2 | 67.1 | -12.6% | |
| Total segment result | mil.EUR | 69.7 | 33.4 | 8.2 | 30.0 | 60.2 | -13.6% | |
| Net profit/-loss | mil.EUR | 45.2 | -1.3 | -12.0 | 9.8 | 42.8 | -5.3% |
Segment result - result before administrative expenses, financial expenses and taxes
The following graphs provide an overview of the sales distribution in the third quarter on operational and geographical segment based approach.
The following table provides an overview of the passengers, cargo units and passenger vehicles transported during the first nine months and third quarter of 2016 and 2015 financial years.
| Q3 | Q3 | Q3 | 9 months | 9 months | 9 months | |
|---|---|---|---|---|---|---|
| 2016 | 2015 | change | 2016 | 2015 | change | |
| Passengers | 2,855,112 | 2,701,412 | 5.7% | 7,231,239 | 6,850,865 | 5.6% |
| Finland-Estonia | 1,568,420 | 1,443,227 | 8.7% | 3,891,501 | 3,594,043 | 8.3% |
| Finland-Sweden | 862,654 | 842,975 | 2.3% | 2,201,271 | 2,175,506 | 1.2% |
| Sweden-Estonia | 280,141 | 277,223 | 1.1% | 760,174 | 725,303 | 4.8% |
| Sweden-Latvia | 143,897 | 137,987 | 4.3% | 378,293 | 356,013 | 6.3% |
| Cargo Units | 81,170 | 76,062 | 6.7% | 242,841 | 229,893 | 5.6% |
| Finland-Estonia | 54,423 | 50,578 | 7.6% | 155,949 | 148,266 | 5.2% |
| Finland-Sweden | 14,878 | 14,147 | 5.2% | 50,431 | 47,898 | 5.3% |
| Sweden-Estonia | 10,336 | 9,710 | 6.4% | 31,076 | 28,411 | 9.4% |
| Sweden-Latvia | 1,533 | 1,627 | -5.8% | 5,385 | 5,318 | 1.3% |
| Passenger Vehicles | 380,343 | 358,009 | 6.2% | 911,675 | 868,161 | 5.0% |
| Finland-Estonia | 265,491 | 247,613 | 7.2% | 672,448 | 631,698 | 6.5% |
| Finland-Sweden | 73,136 | 69,762 | 4.8% | 137,896 | 135,837 | 1.5% |
| Sweden-Estonia | 23,322 | 23,569 | -1.0% | 57,217 | 56,569 | 1.1% |
| Sweden-Latvia | 18,394 | 17,065 | 7.8% | 44,114 | 44,057 | 0.1% |
The Group's market shares on the routes operated during a 12 month period ending 30 September 2016 were as follows:
As at 30 September 2016 the Group employed 7,050 employees (6,631, as at 30 September 2015). The following table provides a more detailed overview of the Group's personnel.
| Average of 3rd quarter | Average of nine months | End of 3rd quarter | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | change % | 2016 | 2015 | change % 30.09.16 | 30.09.15 | change % | |||
| Onshore total | 1,701 | 1,600 | 6.3% | 1,660 | 1,552 | 6.9% | 1,655 | 1,564 | 5.8% | |
| Estonia | 921 | 799 | 15.3% | 905 | 779 | 16.2% | 903 | 810 | 11.5% | |
| Finland | 501 | 516 | -2.9% | 486 | 491 | -1.0% | 476 | 492 | -3.3% | |
| Sweden | 197 | 205 | -3.9% | 187 | 203 | -7.9% | 193 | 183 | 5.5% | |
| Latvia | 69 | 65 | 6.2% | 67 | 65 | 3.1% | 70 | 64 | 9.4% | |
| Germany | 5 | 5 | 0.0% | 6 | 4 | 50.0% | 5 | 5 | 0.0% | |
| Russia | 8 | 10 | -20.0% | 9 | 10 | -10.0% | 8 | 10 | -20.0% | |
| At sea | 5,058 | 4,786 | 5.7% | 4,912 | 4,661 | 5.4% | 4,803 | 4,459 | 8.3% | |
| Hotel* | 607 | 654 | -7.2% | 594 | 629 | -5.6% | 565 | 608 | -7.1% | |
| Total | 7,366 | 7,040 | 4.6% | 7,166 | 6,842 | 4.7% | 7,050 | 6,631 | 6.3% |
* The number of hotel personnel is not included in the total number of ashore personnel.
On the report date, the Group consisted of 44 companies. All of the subsidiaries are wholly-owned companies of AS Tallink Grupp.
The following chart describes the structure of the Group as on the date of reporting 30 September 2016:
The Group also owns 34% of AS Tallink Takso.
The following chart displays the shareholder structure of AS Tallink Grupp as of 30 September 2016.
Since 09 December 2005 the shares of AS Tallink Grupp are listed on the Tallinn Stock Exchange, where the shares are traded under the symbol TAL1T. The following chart gives an overview of the share price development in the past twelve months.
Source: Nasdaq OMX Baltic
In July 2016, the christening of the new LNG fast ferry Megastar was celebrated at Meyer Turku shipyard. The environmentally sound ship was christened by former president of Finland Tarja Halonen who will also be the Godmother of the new ship. The new ship was also launched and floated out successfully in shipyard. The launching of the ship is an important milestone, proving that the construction is proceeding according to the planned schedule and the interior works of the ship have started. The new LNG fast ferry Megastar will be delivered to the Group in January 2017 and the vessel will start to operate the Tallink Shuttle service on Tallinn-Helsinki route.
In July 2016 the Group made fourth EUR 11.5 million tranche of down payment for the new LNG fast ferry Megastar. The cost of the new vessel is EUR 230 million and the total down payment made for the new vessel under construction amounts to 20% or EUR 46 million of the total cost. Remaining EUR 184 million is financed with loan and will be paid upon the delivery of the vessel in the beginning of 2017.
From 29 August 2016 the cruise ferry Silja Europa will have a pause in operations from Tallinn-Helsinki route due to renewal and renovation works. The renewal works include upgrading the majority of cabins, five restaurants and bars and conference area.
On 01 July 2016, shares without nominal value of AS Tallink Grupp were registered in the Commercial Register according to the resolutions adopted by the Annual General Meeting of shareholders of the company on 14 June 2016.
On 01 July 2016, the cancellation of own shares held was registered in Commercial Register according to the resolutions adopted by the Annual General Meeting of shareholders of the company on 14 June 2016. Prior to the cancellation, AS Tallink Grupp held 3,935 thousand own shares with the total cost of share buyback of EUR 4.2 million.
In June 2016 the shareholders annual general meeting decided to pay a dividend of EUR 0.02 per share. The total dividend amount of EUR 13.4 million was paid out on 05 July 2016. In addition to dividend payment the annual general meeting decided the share capital reduction in total amount of EUR 40.2 million or EUR 0.06 per share. The share capital reduction was registered in the Commercial Register on 22 September 2016 and the share capital reduction payments to the shareholders will be made in 23 December 2016.
The Group will implement following operational changes on the operated routes in the beginning of December 2016:
In the beginning of 2017 the new LNG fast ferry Megastar will replace the fast ferry Superstar on Tallinn-Helsinki Shuttle service, the fast ferry Superstar charter contract will be therefore concluded and vessel will be delivered to its owner.
Looking forward to the fourth quarter of the 2016 financial year the Group's revenue structure will change compared to previous year as fewer ships are in charter after the cruise ferry Silja Europa charter was concluded in February 2016. Based on the Group's financial results in the first nine months, it is expected that the Group's profitability will be lower for full 2016 financial year compared to previous financial year.
The Group's earnings are not generated evenly throughout the year. Summer period is the high season in the Group's operations. In the opinion of the management and based on the experience of the previous financial years the majority of the earnings are generated during summer (June-August).
AS Tallink Grupp does not have any substantial on-going research and development projects.
The Group's business, financial condition and results from operations could be materially affected by various risks. These risks are not the only ones. 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.
The Management Board confirms that to the best of their knowledge the management report of AS Tallink Grupp for the third quarter of the 2016 financial year presents true and fair view of the development, results and the financial position of the Group and includes the overview of the main risks and uncertainties.
Janek Stalmeister Chairman of the Management Board
Andres Hunt Vice Chairman of the Management Board
Lembit Kitter Member of the Management Board
Tallinn, 10 November 2016
| Revenue (Note 3) 273,615 273,557 711,670 Cost of sales -196,839 -188,803 -560,154 Gross profit 76,776 84,754 151,516 Sales and marketing expenses -16,571 -15,085 -53,166 Administrative expenses -12,548 -10,992 -38,825 Other operating income 180 -125 1,753 Other operating expenses 22 -156 -6 Result from operating activities 47,859 58,396 61,272 Finance income (Note 4) 4,398 2,210 8,760 9,507 Finance costs (Note 4) -9,999 -12,039 -29,685 -32,647 Profit/-loss before income tax 42,258 48,567 40,347 Income tax 580 -3,355 245 Net profit/-loss for the period 42,838 45,212 40,592 Other comprehensive income/-expense Items that may be reclassified to profit or loss Exchange differences on translating foreign -99 -202 -264 -256 operations Other comprehensive income/-expense for the period -99 -202 -264 Total comprehensive income/-expense for the period 42,739 45,010 40,328 Earnings per share (in EUR per share) - basic (Note 5) 0.064 0.067 0.061 0.090 |
(unaudited, in thousands of euros) | 01.07.2016- 30.09.2016 |
01.07.2015- 30.09.2015 |
01.01.2016- 30.09.2016 |
01.01.2015- 30.09.2015 |
|---|---|---|---|---|---|
| 717,572 | |||||
| -544,341 | |||||
| 173,231 | |||||
| -46,801 | |||||
| -34,310 | |||||
| 1,360 | |||||
| -737 | |||||
| 92,743 | |||||
| 69,603 | |||||
| -9,205 | |||||
| 60,398 | |||||
| -256 | |||||
| 60,142 | |||||
| - diluted (Note 5) 0.064 0.067 0.061 |
0.090 |
(unaudited, in thousands of euros)
| ASSETS | 30.09.2016 | 31.12.2015 | |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 88,772 | 81,976 | |
| Trade and other receivables | 41,986 | 36,583 | |
| Prepayments | 9,592 | 5,274 | |
| Income tax prepayment | 1,482 | 1,224 | |
| Inventories | 37,624 | 29,197 | |
| Total current assets | 179,456 | 154,254 | |
| Non-current assets | |||
| Investments in equity-accounted investees | 350 | 350 | |
| Other financial assets | 361 | 308 | |
| Deferred income tax assets | 19,410 | 19,410 | |
| Investment property | 300 | 300 | |
| Property, plant and equipment (Note 7) | 1,301,226 | 1,311,418 | |
| Intangible assets (Note 8) | 50,904 | 52,726 | |
| Total non-current assets | 1,372,551 | 1,384,512 | |
| TOTAL ASSETS | 1,552,007 | 1,538,766 | |
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Interest bearing loans and borrowings (Note 9) | 125,995 | 81,889 | |
| Trade and other payables | 83,257 | 88,480 | |
| Payments to shareholders (Note 14) | 40,193 | 0 | |
| Income tax liability | 2,500 | 4,567 | |
| Deferred income | 33,986 | 28,906 | |
| Total current liabilities | 285,931 | 203,842 | |
| Non-current liabilities | |||
| Interest bearing loans and borrowings (Note 9) | 420,685 | 467,447 | |
| Derivatives (Note 6) | 34,232 | 42,863 | |
| Other payables | 0 | 192 | |
| Total non-current liabilities | 454,917 | 510,502 | |
| TOTAL LIABILITIES | 740,848 | 714,344 | |
| EQUITY | |||
| Equity attributable to equity holders of the parent | |||
| Share capital | 361,736 | 404,290 | |
| Share premium | 639 | 639 | |
| Reserves | 71,026 | 65,083 | |
| Retained earnings | 377,758 | 354,410 | |
| Total equity attributable to equity holders of the parent | 811,159 | 824,422 | |
| TOTAL EQUITY | 811,159 | 824,422 | |
| TOTAL LIABILITIES AND EQUITY | 1,552,007 | 1,538,766 |
| (unaudited, in thousands of euros) | 01.01.2016- 30.09.2016 |
01.01.2015- 30.09.2015 |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit/-loss for the period | 40,592 | 60,398 |
| Adjustments | 79,014 | 91,250 |
| Changes in receivables and prepayments related to operating | -9,914 | -8,089 |
| activities | ||
| Changes in inventories | -8,427 | 2,639 |
| Changes in liabilities related to operating activities | -326 | -7,103 |
| Income tax paid | -1,621 | -490 |
| 99,318 | 138,605 | |
| Cash flow from/used in investing activities | ||
| Purchase of property, plant and equipment and intangible assets (Notes 7, 8, 9) |
-46,197 | -29,823 |
| Proceeds from disposals of property, plant and equipment | 144 | 25,004 |
| Interest received | 51 | 57 |
| -46,002 | -4,762 | |
| Cash flows used in financing activities | ||
| Repayment of loans (Note 9) | -55,039 | -68,962 |
| Change in overdraft (Note 9) | 44,096 | -8,700 |
| Payment of finance lease liabilities (Note 9) | -74 | -60 |
| Interest paid | -18,434 | -21,485 |
| Payments for settlement of derivatives | -3,341 | -3,195 |
| Payments of transaction costs related to loans | 0 | -1,429 |
| Dividend paid (Note 12) | -13,398 | -13,398 |
| Income tax on dividends paid | -330 | -2,818 |
| -46,520 | -120,047 | |
| TOTAL NET CASH FLOW | 6,796 | 13,796 |
| Cash and cash equivalents: | ||
| - at the beginning of period | 81,976 | 65,311 |
| - increase (+) / decrease (-) | 6,796 | 13,796 |
| - at the end of period | 88,772 | 79,107 |
| (unaudited, in thousands of euros) | Share capital |
Share premium |
Translation reserve |
Ships revaluation |
Mandatory legal |
Reserve for treasury |
Share option |
Retained earnings |
Equity attributable |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|
| reserve | reserve | shares | programme reserve |
to equity holders of the Parent |
||||||
| As at 31 December 2014 | 404,290 | 639 | 298 | 54,562 | 18,822 | -4,163 | 610 | 303,232 | 778,290 | 778,290 |
| Net profit/-loss for the period (Note 5) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 60,398 | 60,398 | 60,398 |
| Total other comprehensive income and expense | 0 | 0 | -256 | 0 | 0 | 0 | 0 | 0 | -256 | -256 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | -256 | 0 | 0 | 0 | 0 | 60,398 | 60,142 | 60,142 |
| Transaction with owners of the company | ||||||||||
| Transfer from profit for 2014 |
0 | 0 | 0 | 0 | 1,363 | 0 | 0 | -1,363 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -13,398 | -13,398 | -13,398 |
| Share-based payment transactions (Note | ||||||||||
| 11) | 0 | 0 | 0 | 0 | 0 | 0 | 229 | 0 | 229 | 229 |
| Transactions with owners, recognised | ||||||||||
| directly in equity | 0 | 0 | 0 | 0 | 1,363 | 0 | 229 | -14,761 | -13,169 | -13,169 |
| As at 30 September 2015 |
404,290 | 639 | 42 | 54,562 | 20,185 | -4,163 | 839 | 348,869 | 825,263 | 825,263 |
| As at 31 December 2015 | 404,290 | 639 | 458 | 47,693 | 20,185 | -4,163 | 910 | 354,410 | 824,422 | 824,422 |
| Net profit/-loss for the period (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 40,592 | 40,592 | 40,592 |
| Total other comprehensive income and expense Total comprehensive income and expense |
0 | 0 | -264 | 0 | 0 | 0 | 0 | 0 | -264 | -264 |
| for the period | 0 | 0 | -264 | 0 | 0 | 0 | 0 | 40,592 | 40,328 | 40,328 |
| Transaction with owners of the company | ||||||||||
| Transfer from profit for 2015 | 0 | 0 | 0 | 0 | 2,954 | 0 | 0 | -2,954 | 0 | 0 |
| Dividends (Note 12) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -13,398 | -13,398 | -13,398 |
| Share-based payment transactions (Note | ||||||||||
| 11) | 0 | 0 | 0 | 0 | 0 | 0 | -910 | 910 | 0 | 0 |
| Cancellation of own shares (Note 10) |
-2,361 | 0 | 0 | 0 | 0 | 4,163 | 0 | -1,802 | 0 | 0 |
| Reduction of share capital (Note 10) | -40,193 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -40,193 | -40,193 |
| Transactions with owners, recognised | ||||||||||
The interim consolidated financial statements of AS Tallink Grupp and its subsidiaries (hereinafter as "the Group") for the first 9 months of the financial year 2016 were authorised for issue in accordance with a resolution of the Management Board on 10 November 2016. AS Tallink Grupp is a limited company incorporated in Estonia and employed 7,050 people at 30 September 2016 (31 December 2015: 6,966).
The interim consolidated financial statements of AS Tallink Grupp have been prepared in a condensed form in accordance with IFRS as adopted by EU and in accordance with the requirements of International Accounting Standard (IAS) 34 "Interim Financial Reporting".
The same accounting policies and methods of computation are followed in the interim consolidated financial statements as in the annual consolidated financial statements of AS Tallink Grupp for the financial year ended on 31 December 2015.
The interim consolidated financial statements have been prepared in thousand euros (EUR).
The Group's operations are organised and managed separately according to the nature of the different markets. The routes represent different business segments. The following tables present the Group's revenue and profit information regarding reportable segments for the reportable and comparable period.
(in thousands of euros)
| 01.01.2016-30.09.2016 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 265,356 | 84,524 | 33,474 | 256,901 | 71,415 | 0 | 711,670 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 7,671 | -7,671 | 0 |
| 265,356 | 84,524 | 33,474 | 256,901 | 79,086 | -7,671 | 711,670 | |
| Segment result | 54,497 | 11,871 | 6,054 | 15,939 | 9,989 | 0 | 98,350 |
| Unallocated expenses | -37,078 | ||||||
| Net financial items (Note 4) | -20,925 | ||||||
| Profit/-loss before income tax | 40,347 |
| 01.01.2015-30.09.2015 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 252,855 | 78,802 | 32,588 | 255,891 | 97,436 | 0 | 717,572 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 7,824 | -7,824 | 0 |
| 252,855 | 78,802 | 32,588 | 255,891 | 105,260 | -7,824 | 717,572 | |
| Segment result | 67,160 | 5,720 | 4,681 | 17,512 | 31,357 | 0 | 126,430 |
| Unallocated expenses | -33,687 | ||||||
| Net financial items (Note 4) | -23,140 | ||||||
| Profit/-loss before income tax | 69,603 |
| (in thousands of euros) | 01.01.2016- 30.09.2016 |
01.01.2015- 30.09.2015 |
|---|---|---|
| Ticket sales | 183,661 | 177,573 |
| Sales of cargo transport | 76,768 | 78,531 |
| Sales of accommodation | 15,151 | 14,514 |
| Restaurant and shops sales on-board and on | ||
| mainland | 393,807 | 375,748 |
| Income from charter of vessels | 18,622 | 41,053 |
| Other | 23,661 | 30,153 |
| Total revenue of the Group | 711,670 | 717,572 |
| (in thousands of euros) | 01.01.2016- 30.09.2016 |
01.01.2015- 30.09.2015 |
|---|---|---|
| Net foreign exchange gains | 0 | 5,528 |
| Income from interest rate swaps | 419 | 3,959 |
| Income from foreign exchange derivatives | 8,338 | 0 |
| Interest income arising from financial assets not | ||
| measured at fair value through profit or loss | 3 | 20 |
| Total finance income | 8,760 | 9,507 |
| Net foreign exchange losses | -5,863 | 0 |
| Interest expense arising from financial liabilities | ||
| measured at amortised cost | -20,355 | -23,490 |
| Expenses from interest rate swaps | -3,467 | -3,195 |
| Expenses from foreign exchange derivatives | 0 | -5,962 |
| Total finance costs | -29,685 | -32,647 |
Basic earnings per share are calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. There were no outstanding share options on 30 September 2016.
| 01.07.2016- | 01.07.2015- | 01.01.2016- | 01.01.2015- | |
|---|---|---|---|---|
| 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | |
| Weighted average number of ordinary shares, basic | ||||
| (pcs) | 669,882,040 | 669,882,040 | 669,882,040 | 669,882,040 |
| Weighted average number of ordinary shares, diluted | ||||
| (pcs) | 669,882,040 | 669,882,040 | 669,882,040 | 669,882,040 |
| Net profit/-loss attributable to ordinary shareholders | 42,838 | 45,212 | 40,592 | 60,398 |
| Earnings per share, basic (in EUR per share) | 0.064 | 0.067 | 0.061 | 0.090 |
| Earnings per share, diluted (in EUR per share) | 0.064 | 0.067 | 0.061 | 0.090 |
| (pcs) | 01.07.2016- | 01.07.2015- | 01.01.2016- | 01.01.2015- |
|---|---|---|---|---|
| 30.09.2016 | 30.09.2015 | 30.09.2016 | 30.09.2015 | |
| Issued ordinary shares at the beginning of period | 669,882,040 | 673,817,040 | 669,882,040 | 673,817,040 |
| Effect of own shares held | 0 | -3,935,000 | 0 | -3,935,000 |
| Weighted average number of ordinary shares at the | ||||
| end of period | 669,882,040 | 669,882,040 | 669,882,040 | 669,882,040 |
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 shareholders' equity and released to match actual payments on the hedged item. Changes in fair value of derivatives which do not qualify for hedge accounting under IAS 39 are recognized directly in the income statement.
As of 30 September 2016 AS Tallink Grupp had two interest rate derivative contracts with total notional amount of EUR 170,000 thousand with the maturities in years 2018, 2019 and two cross-currency rate derivative contracts with total notional amount of EUR 120,000 thousand with the maturities in year 2018. The fair value of the interest rate derivatives recognised in the current interim financial statements as of 30 September 2016 is EUR -12,342 thousand. The fair value of the cross-currency rate derivatives recognized in the current interim financial statements as of 30 September 2016 is EUR -21,890 thousand.
(in thousands of euros)
| Land and | Plant and | ||||
|---|---|---|---|---|---|
| building | Ships | equipment | Prepayments | Total | |
| Book value as at 31 December | |||||
| 2015 | 2,942 1,270,102 | 10,160 | 28,214 1,311,418 | ||
| Additions | 92 | 11,212 | 12,982 | 19,721 | 44,007 |
| Disposals | 0 | 0 | -34 | 0 | -34 |
| Depreciation for the period | -810 | -49,256 | -4,099 | 0 | -54,165 |
| Book value as at 30 September | |||||
| 2016 | 2,224 1,232,058 | 19,009 | 47,935 1,301,226 | ||
| As at 30 September 2016 | |||||
| -gross carrying amount | 13,295 1,564,976 | 45,260 | 47,935 1,671,466 | ||
| -accumulated depreciation | -11,071 | -332,918 | -26,251 | 0 | -370,240 |
| Land and | Plant and | ||||
| building | Ships | equipment | Prepayments | Total | |
| Book value as at 31 December | |||||
| 2014 | 3,729 1,451,400 | 10,000 | 2,835 1,467,964 | ||
| Additions | 334 | 1,946 | 2,117 | 23,689 | 28,086 |
| Disposals | 0 | -24,655 | -35 | 0 | -24,690 |
| Depreciation for the period | -850 | -50,967 | -2,895 | 0 | -54,712 |
| Book value as at 30 September | |||||
| 2015 | 3,213 1,377,724 | 9,187 | 26,524 1,416,648 |
-gross carrying amount 13,120 1,667,517 32,206 26,524 1,739,367 -accumulated depreciation -9,907 -289,793 -23,019 0 -322,719
(in thousands of euros)
| Goodwill | Trademark | Others | Total | |
|---|---|---|---|---|
| Book value as at 31 December 2015 | 11,066 | 30,586 | 11,074 | 52,726 |
| Additions | 0 | 0 | 2,377 | 2,377 |
| Disposals | 0 | 0 | -78 | -78 |
| Amortisation for the period | 0 | -2,187 | -1,934 | -4,121 |
| Book value as at 30 September 2016 | 11,066 | 28,399 | 11,439 | 50,904 |
| As at 30 September 2016 | ||||
| -cost | 11,066 | 58,288 | 32,006 | 101,360 |
| -accumulated amortisation | 0 | -29,889 | -20,567 | -50,456 |
| Goodwill | Trademark | Others | Total | |
| Book value as at 31 December 2014 | 11,066 | 33,502 | 10,606 | 55,174 |
| Additions | 0 | 0 | 1,767 | 1,767 |
| Amortisation for the period | 0 | -2,187 | -1,813 | -4,000 |
| Book value as at 30 September 2015 | 11,066 | 31,315 | 10,560 | 52,941 |
| As at 30 September 2015 | ||||
| -cost | 11,066 | 58,288 | 29,249 | 98,603 |
| -accumulated amortisation | 0 | -26,973 | -18,689 | 45,662 |
(in thousands of euros)
| 31 December 2015 |
New loans |
Repayments | Exchange rate differences |
Other changes [1] |
30 September 2016 |
|
|---|---|---|---|---|---|---|
| Liabilities under finance | ||||||
| lease | 298 | 187 | -74 | -16 | -34 | 361 |
| Unsecured bonds | 93,097 | 0 | 0 | 6,393 | 173 | 99,663 |
| Overdraft | 3,397 | 44,096 | 0 | 0 | 0 | 47,493 |
| Long-term bank loans | 452,544 | 0 | -55,039 | 0 | 1,658 | 399,163 |
| TOTAL | 549,336 | 44,283 | -55,113 | 6,377 | 1,797 | 546,680 |
| incl. current portion | 81,889 | 125,995 | ||||
| Non-current portion | 467,447 | 420,685 |
[1] Other changes are related to capitalisation and amortisation of transaction costs of bonds and bank loans. Other changes of liabilities under finance lease are related to termination of lease agreements.
Bonds are nominated in NOK.
Bank overdrafts are secured with commercial pledge (in the total amount of EUR 20,204 thousand) and ship mortgages.
AS Tallink Grupp has given guarantees to HSH Nordbank AG, Nordea Bank Plc, Danske Bank A/S and Swedbank AS for the loans granted to overseas subsidiaries amounting to EUR 140,860 thousand and overseas subsidiaries have given guarantees to Nordea Bank Finland Plc and Swedbank AS for the loans granted to AS Tallink Grupp amounting to EUR 258,303 thousand. The primary securities for these loans are the pledge of shares of the overseas subsidiaries and mortgages on the ships belonging to the abovementioned subsidiaries.
According to the Articles of Association of the Parent effective as of 30 September 2016 the maximum number of shares without nominal value is 2,400,000,000.
At 31 December 2015 the Group held 3,935 thousand of the AS Tallink Grupp shares. Total cost of share buyback transactions of 3,935 thousand shares was EUR 4,163 thousand. Annual General Meeting of 14 June 2016 decided to cancel the aforementioned shares. The cancellation of own shares held was registered in Commercial Register on 01 July 2016.
Annual General Meeting of 14 June 2016 decided to reduce the share capital. Share capital reduction was registered in Commercial Register on 22 September 2016. The share capital was reduced by the reduction of the book value of the shares, as a result of which the book value of one share was reduced from EUR 0.60 to EUR 0.54. The share capital has decreased from EUR 401,929,224 by EUR 40,192,922.40. The new share capital is EUR 361,736,301.60. The reduction payments will be made on 23 December 2016.
In December 2012 the Group issued 7,610 thousand share options of which 3,850 thousand to the Management Board and Supervisory Board members and 3,760 thousand to other Group employees. Each option gives right to purchase one share of AS Tallink Grupp. The share options were issued in accordance of the Share Option Programme which resolution was adopted at the Shareholders General Meeting on 08 February 2011. The terms and conditions of exercise of the issued share options are following: nontransferable; exercisable not earlier than 36 months from issue or 21 December 2015 and not later than 21 June 2016; exercise price EUR 0.858 in case of new shares issued or average acquisition cost in case existing shares will be purchased from the market; options are to be settled by physical delivery of shares.
The fair value of the services received in return for share options granted is based on the fair value of share options granted, measured using the Black-Scholes model as of grant date. The Group used independent external advisor for the valuation share options who in addition to the share options terms and conditions used the following inputs for measurement: spot price of share EUR 0.848 at grant date; expected volatility 30%
based on historic analysis; option average time to maturity 42 months; the 3.5% annual dividend yield and; risk-free interest rate 0.336%.
The value of the options issued at the end of 2012 in the amount EUR 951 thousand was recorded as an expense during the vesting period 36 months from the beginning of 2013.
On 02 June 2016 the Supervisory Board of AS Tallink Grupp has decided not to fulfill the option agreements. The Supervisory Board has authorized the Management Board to pay to the option holder's compensation of EUR 0.15 per share option.
According to the resolution of the Annual General Meeting there were announced dividends to the shareholders EUR 0.02 per share, in the total amount of EUR 13,397,640.80. Dividends were paid out on 05 July 2016.
| (in thousands of euros) | ||||
|---|---|---|---|---|
| 9 months of 2016 | Sales to | Purchases from | Receivables from | Payables |
| or 30.09.2016 | related parties | related parties | related parties to related parties | |
| AS Infortar | 44 | 35 | 1 | 5 |
| AS HT Valuuta | 81 | 0 | 0 | 0 |
| AS Vara HTG | 0 | 1,438 | 0 | 0 |
| OÜ Mersok | 0 | 8 | 0 | 0 |
| AS Vaba Maa | 7 | 687 | 1 | 31 |
| OÜ Sunbeam | 0 | 2,721 | 0 | 0 |
| AS Gastrolink | 8 | 1,004 | 1 | 41 |
| AS Tallink Takso | 1 | 104 | 0 | 17 |
| OÜ Topspa Kinnisvara | 0 | 1,890 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 715 | 0 | 0 |
| OÜ Fastinvest | 0 | 916 | 0 | 0 |
| SIA Happy Trails | 37 | 2,464 | 0 | 932 |
| Eesti Laevaomanike Liit | 1 | 14 | 0 | 0 |
| MTÜ Eesti Tennise Liit | 49 | 120 | 8 | 0 |
| OÜ Infor Invest | 0 | 710 | 0 | |
| 0 | ||||
| OÜ Sea Images | 0 | 21 | 0 | 8 |
| 9 months of 2015 | Sales to | Purchases from | Receivables from | Payables |
| or 30.09.2015 | related parties | related parties | related parties to related parties | |
| AS Infortar | 40 | 35 | 9 | 5 |
| AS HT Valuuta | 81 | 0 | 0 | 0 |
| AS Vara HTG | 0 | 1,438 | 0 | 0 |
| OÜ Mersok | 0 | 7 | 0 | 0 |
| AS Vaba Maa | 8 | 612 | 1 | 84 |
| OÜ Sunbeam | 0 | 2,654 | 0 | 100 |
| AS Gastrolink | 6 | 759 | 1 | 27 |
| AS Tallink Takso | 1 | 78 | 0 | 14 |
| OÜ Topspa Kinnisvara | 0 | 2,025 | 0 | 50 |
| OÜ Hansa Hotell | 0 | 651 | 0 | 0 |
| OÜ Fastinvest | 0 | 924 | 0 | 0 |
| SIA Happy Trails | 2 | 2,466 | 0 | 327 |
| Eesti Laevaomanike Liit MTÜ Eesti Tennise Liit |
1 11 |
14 82 |
0 7 |
0 0 |
The share capital reduction payments to the shareholders in total amount of EUR 40,192,922.40 (EUR 0.06 per share) will be made on 23 December 2016.
Hereby we declare our responsibility for the Interim Consolidated Financial Statements and confirm that the AS Tallink Grupp's Unaudited Interim Consolidated Financial Statements for the third quarter of the financial year 2016 ended 30 September 2016 prepared in accordance with IFRS as adopted by EU and in accordance with IAS 34 give a true and fair view of the financial position of the Group and of the result of its operations and cash flows.
AS Tallink Grupp and its subsidiaries are able to continue as a going concern for a period of at least one year of the date of approving these financial statements.
Janek Stalmeister Chairman of the Management Board
Andres Hunt Vice Chairman of the Management Board
Lembit Kitter Member of the Management Board
Tallinn, 10 November 2016
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