Quarterly Report • Aug 11, 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 six 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 six months of the financial year 2016 |
18-23 |
| MANAGEMENT BOARD'S APPROVAL TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
24 |
In the second quarter (1 April - 30 June) of the 2016 financial year AS Tallink Grupp and its subsidiaries' (the Group) carried 2.4 million passengers which is 2.8% more compared to the second quarter last year. The number of cargo units transported increased by 7.3% and the number of passenger vehicles transported increased by 3.8% compared to same period as last year.
The Group's unaudited consolidated revenue for the second quarter was EUR 245.2 million, which is 3.4% less compared to same period last year. The Group's unaudited EBITDA for the second quarter amounted to EUR 36.2 million compared to EUR 55.2 million last year and unaudited net profit was EUR 9.8 million compared to EUR 28.5 million in same period last year.
In the second quarter the revenue of core operations increased from higher on-board sales which was supported by the larger number of passengers travelling with the Group's operated ships. The second quarter total revenue and operating result were lower compared to the same period last year mainly due to less revenue from chartering related to the sale of vessels Regina Baltica and Silja Festival and termination of cruise ferry Silja Europa charter. The fast ferry Superstar sale and charter back transaction affects the result of the current financial year. As a result of these operational changes, in the second quarter there are lower amortization and interest costs but higher operating costs compared to same period last year.
In expectation of the new LNG fast ferry Megastar to the market next year, the Group brought the cruise ferry Silja Europa to Tallinn-Helsinki route cruise service in March 2016. This operational change has enabled the Group to increase its market share on the route by 2% to 57%, compared to the second quarter last year. The Estonia-Finland routes second quarter revenue increased by 3.4% compared to same period last year. 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 second quarter was lower compared to the same period last year due to the cost of charter of the fast ferry Superstar, lower profitability of cruise ferry Silja Europa and scheduled maintenance of cruise ferry Baltic Queen in the second quarter.
The Finland-Sweden routes second quarter revenue decreased by 3.7%, compared to same period last year. Fewer passengers travelled on the routes compared to same period last year due to the spread of the noro virus in the beginning of June 2016. However the Group's market share increased by 1% to 53%, as there was more departures compared to second quarter last year. The number of cargo units transported on Finland-Sweden routes increased by 6.7% in the second quarter.
The Estonia-Sweden route revenue increase of 7.1% was mainly driven by higher on-board sales and higher cargo volume. The Latvia-Sweden route showed slightly higher revenue compared with the second quarter last year. Driven by the higher revenue, the second quarter segment result improved for both routes.
In the second quarter the Group's total restaurants and shop sales increased by EUR 3.6 million or 2.7%, 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. Throughout the second quarter there was a price pressure from competition on all routes. Despite the increase in passenger number the average ticket price per passenger was lower and the total revenue from the ticket sale is on level with the second quarter last year.
The revenue from the leases of vessels and other revenues related to the leases has reduced total by EUR 11.8 million in the second quarter due to fewer ships are chartered out, compared to the same period last year.
In the second quarter of the 2016 financial year the Group's gross profit decreased by 22.6% and amounted to EUR 48.3 million, compared to the same period last year, EBITDA decreased by EUR 19.0 million to the total of EUR 36.2 million. The second quarter profitability was impacted by lower
revenue due to the change in revenue structure; by lower total fuel cost but also higher marketing costs, cost of charter of the fast ferry Superstar and higher ships operating costs.
In the second quarter, the depreciation and amortization cost reduced by EUR 0.5 mainly due to the sale of three vessels in 2015.
In the second quarter the Group's net debt decreased by EUR 6.2 million to a total of EUR 466.2 million and the net debt to EBITDA ratio was a solid 2.9 at the end of second quarter.
The total finance costs increased by EUR 4.3 million mainly from revaluation of cross currency and interest derivatives. The lower interest cost from regular repayment of loans and also repayment of loans related to sale of ships was offset by one time cost of EUR 1.5 million related to the charges of bondholders' waiver allowing the Group to pay higher equity distributions in 2016.
The unaudited net profit for the second quarter of the 2016 financial year was EUR 9.8 million or EUR 0.015 per share compared to the net profit of EUR 28.5 million or EUR 0.043 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 and estimated time of the proceedings in Commercial Registry the share capital reduction payments to the shareholders will be made in December 2016.
The total liquidity, cash and unused credit facilities, at the end of the second quarter was EUR 123.6 million providing a strong financial position for sustainable operations. The Group had EUR 92.3 million in cash and equivalents and the total of unused credit lines were at EUR 31.3 million.
| 2016 | 2015 | Change | ||
|---|---|---|---|---|
| Apr-Jun | Apr-Jun | |||
| Revenue | EUR million | 245.2 | 253.9 | -3.4% |
| Gross profit | EUR million | 48.3 | 62.4 | -22.6% |
| Gross margin | 19.7% | 24.6% | ||
| EBITDA | EUR million | 36.2 | 55.2 | -34.5% |
| EBITDA margin | 14.7% | 21.7% | ||
| Net profit for the period | EUR million | 9.8 | 28.5 | -65.7% |
| Net profit margin adjusted | 4.0% | 11.2% | ||
| Depreciation and amortization | EUR million | 19.4 | 19.9 | -2.6% |
| Investments | EUR million | 18.7 | 14.9 | 25.5% |
| Weighted average number of ordinary shares outstanding 1 |
669,882,040 | 669,882,040 | 0.0% | |
| Earnings per share | EUR | 0.01 | 0.04 | -65.7% |
| Number of passengers | 2,423,057 | 2,356,039 | 2.8% | |
| Number of cargo units | 84,392 | 78,659 | 7.3% | |
| Average number of employees | 7,281 | 6,903 | 5.5% | |
| 30.06.2016 | 31.03.2016 |
| 30.06.2016 | 31.03.2016 | |||
|---|---|---|---|---|
| Total assets | EUR million | 1,567.4 | 1,554.8 | 0.8% |
| Interest-bearing liabilities | EUR million | 558.5 | 564.1 | -1.0% |
| Net debt | EUR million | 466.2 | 472.4 | -1.3% |
| Total equity | EUR million | 807.7 | 812.3 | -0.6% |
| Equity ratio | 51.5% | 52.2% | |
|---|---|---|---|
| Net debt to EBITDA | 2.9 | 2.7 |
| Number of ordinary shares outstanding 1 | 669,882,040 | 669,882,040 | 0.0% | |
|---|---|---|---|---|
| Shareholders' equity per share | EUR | 1.21 | 1.21 | -0.6% |
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:
| Q2 | Q3 | Q4 | Q1 | Q2 | Q2 change |
|
|---|---|---|---|---|---|---|
| in EUR millions | 2015 | 2015 | 2015 | 2016 | 2016 | y-o-y |
| Ticket sales | 61.1 | 78.3 | 50.4 | 40.1 | 61.0 | -0.2% |
| Restaurant & shop sales | 134.1 | 141.1 | 124.9 | 109.4 | 137.7 | 2.7% |
| Cargo sales | 27.2 | 25.4 | 25.9 | 24.7 | 26.7 | -2.0% |
| Accommodation sales | 5.2 | 6.3 | 4.3 | 3.2 | 5.3 | 2.1% |
| Leases of vessels | 13.2 | 12.1 | 12.4 | 8.9 | 4.8 | -63.5% |
| Other sales | 13.0 | 10.3 | 9.8 | 6.5 | 9.7 | -25.3% |
| Total revenue | 253.9 | 273.6 | 227.6 | 192.8 | 245.2 | -3.4% |
The following table provides an overview of the quarterly sales and result development by geographical segments:
| Q2 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q2 | Q3 | Q4 | Q1 | Q2 | change | |||
| 2015 | 2015 | 2015 | 2016 | 2016 | y-o-y | |||
| Finland- | Passengers | th. | 1,233 | 1,443 | 1,151 | 1,001 | 1,322 | 7.3% |
| Estonia | Cargo units | th. | 51 | 51 | 49 | 48 | 54 | 6.6% |
| Revenue | mil.EUR | 89.7 | 96.3 | 85.3 | 69.5 | 92.7 | 3.4% | |
| Segment result | mil.EUR | 24.5 | 30.0 | 23.1 | 10.5 | 15.9 | -35.1% | |
| Finland- | Passengers | th. | 748 | 843 | 650 | 624 | 714 | -4.5% |
| Sweden | Cargo units | th. | 17 | 14 | 16 | 18 | 18 | 6.7% |
| Revenue | mil.EUR | 88.1 | 99.6 | 77.4 | 71.6 | 84.9 | -3.7% | |
| Segment result | mil.EUR | 6.2 | 16.4 | -0.3 | -3.1 | 5.1 | -17.6% | |
| Sweden- | Passengers | th. | 253 | 277 | 222 | 222 | 258 | 2.3% |
| Estonia | Cargo units | th. | 9 | 10 | 11 | 10 | 11 | 12.8% |
| Revenue | mil.EUR | 27.3 | 32.2 | 25.6 | 22.3 | 29.2 | 7.1% | |
| Segment result | mil.EUR | 1.9 | 6.7 | 0.7 | 0.2 | 4.2 | 122.8% | |
| Sweden- | Passengers | th. | 123 | 138 | 103 | 107 | 128 | 3.7% |
| Latvia | Cargo units | th. | 2 | 2 | 2 | 2 | 2 | 4.3% |
| Revenue | mil.EUR | 11.0 | 13.5 | 9.4 | 8.3 | 11.2 | 1.7% | |
| Segment result | mil.EUR | 1.3 | 3.8 | 0.6 | 0.1 | 1.7 | 35.9% | |
| Other | Revenue | mil.EUR | 40.4 | 35.2 | 32.4 | 22.9 | 30.0 | -25.9% |
| Segment result | mil.EUR | 12.1 | 12.7 | 9.3 | 0.5 | 5.1 | -57.7% | |
| Inter segment sales | mil.EUR | -2.7 | -3.3 | -2.4 | -1.8 | -2.7 | -0.5% | |
| Total revenue | mil.EUR | 253.9 | 273.6 | 227.6 | 192.8 | 245.2 | -3.4% | |
| EBITDA | mil.EUR | 55.2 | 76.8 | 29.9 | 16.3 | 36.2 | -34.5% | |
| Total segment result | mil.EUR | 45.9 | 69.7 | 33.4 | 8.2 | 32.0 | -30.2% | |
| Net profit/-loss | mil.EUR | 28.5 | 45.2 | -1.3 | -12.0 | 9.8 | -65.7% |
Segment result - result before administrative expenses, financial expenses and taxes
The following graphs provide an overview of the sales distribution in the second 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 half-year and second quarter of 2016 and 2015 financial years.
| Q2 | Q2 | Q2 | I half-year | I half-year | I half-year | |
|---|---|---|---|---|---|---|
| 2016 | 2015 | Change | 2016 | 2015 | Change | |
| Passengers | 2,423,057 | 2,356,039 | 2.8% | 4,376,127 | 4,149,453 | 5.5% |
| Finland-Estonia | 1,322,472 | 1,232,520 | 7.3% | 2,323,081 | 2,150,816 | 8.0% |
| Finland-Sweden | 714,315 | 747,732 | -4.5% | 1,338,617 | 1,332,531 | 0.5% |
| Sweden-Estonia | 258,440 | 252,511 | 2.3% | 480,033 | 448,080 | 7.1% |
| Sweden-Latvia | 127,830 | 123,276 | 3.7% | 234,396 | 218,026 | 7.5% |
| Cargo Units | 84,392 | 78,659 | 7.3% | 161,671 | 153,831 | 5.1% |
| Finland-Estonia | 54,009 | 50,685 | 6.6% | 101,526 | 97,688 | 3.9% |
| Finland-Sweden | 17,836 | 16,719 | 6.7% | 35,553 | 33,751 | 5.3% |
| Sweden-Estonia | 10,685 | 9,469 | 12.8% | 20,740 | 18,701 | 10.9% |
| Sweden-Latvia | 1,862 | 1,786 | 4.3% | 3,852 | 3,691 | 4.4% |
| Passenger Vehicles | 310,010 | 298,723 | 3.8% | 531,332 | 510,152 | 4.2% |
| Finland-Estonia | 235,352 | 219,169 | 7.4% | 406,957 | 384,085 | 6.0% |
| Finland-Sweden | 41,934 | 45,782 | -8.4% | 64,760 | 66,075 | -2.0% |
| Sweden-Estonia | 18,512 | 19,130 | -3.2% | 33,895 | 33,000 | 2.7% |
| Sweden-Latvia | 14,212 | 14,642 | -2.9% | 25,720 | 26,992 | -4.7% |
30 June 2016 the Group employed 7,616 employees (7,271, 30 June 2015). The following table provides a more detailed overview of the Group's personnel.
| Average of 2nd quarter | Average of 1st half-year End of 2nd quarter |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | change % | 2016 | 2015 | change % 30.06.16 | 30.06.15 | change % | |||
| Onshore total | 1,658 | 1,556 | 6.6% | 1,619 | 1,534 | 5.5% | 1,670 | 1,615 | 3.4% | |
| Estonia | 904 | 771 | 17.3% | 875 | 769 | 13.8% | 876 | 783 | 11.9% | |
| Finland | 488 | 501 | -2.6% | 480 | 483 | -0.6% | 524 | 532 | -1.5% | |
| Sweden | 186 | 206 | -9.7% | 183 | 204 | -10.3% | 188 | 220 | -14.5% | |
| Latvia | 66 | 64 | 3.1% | 66 | 64 | 3.1% | 68 | 66 | 3.0% | |
| Germany | 6 | 4 | 50.0% | 6 | 4 | 50.0% | 6 | 4 | 50.0% | |
| Russia | 8 | 10 | -20.0% | 9 | 10 | -10.0% | 8 | 10 | -20.0% | |
| At sea | 4,985 | 4,712 | 5.8% | 4,891 | 4,633 | 5.6% | 5,303 | 4,964 | 6.8% | |
| Hotel* | 638 | 635 | 0.5% | 627 | 623 | 0.6% | 643 | 692 | -7.1% | |
| Total | 7,281 | 6,903 | 5.5% | 7,137 | 6,790 | 5.1% | 7,616 | 7,271 | 4.7% |
* 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 June 2016:
The Group also owns 34% of AS Tallink Takso.
The following chart displays the shareholder structure of AS Tallink Grupp as of 30 June 2016.
Since the 9 th of 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 April 2016 the Group made a EUR 11.5 million down payment for the new LNG fast ferry Megastar. Since the start of the production of the vessel in 2015 the Group has made total down payment for the vessel under construction in amount of EUR 34.5 million and the final EUR 11.5 million tranche of down payment was made in July 2016.
In April the cruise ferry Baltic Queen did not operate for 22 days on Tallinn-Helsinki route due to the scheduled maintenance and replacement of a cruise ferry Galaxy. The cruise ferry Galaxy did not operate for 11 days on Turku-Stockholm route due to the scheduled maintenance, the vessel was replaced by cruise ferry Baltic Queen.
In June the Supervisory Board of AS Tallink Grupp decided to pay employee option program option holders compensation of EUR 0.15 for each share option in cash for the performance of option agreements. The total cost of the employee option program is EUR 1.6 million of which EUR 0.7 million is recorded in second quarter administration costs.
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 (third quarter). 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. According to the estimated time of the proceedings in Commercial Registry the share capital reduction payments to the shareholders will be made in December 2016.
On 01 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.
On 15 July, the fast ferry Megastar was launched and the ship was floated out successfully in Meyer Turku shipyard. It is an important milestone, proving that the construction of the vessel is proceeding according to the planned schedule and the interior works of the ship will start.
In July 2016 the Group made the final EUR 11.5 million tranche of down payment for the new LNG fast ferry Megastar. In 2016 financial year the total down payment made for the vessel under construction is EUR 23 million. 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. The new LNG fast ferry Megastar will be delivered to the Group early 2017 and the vessel will start to operate the Tallink Shuttle service on Tallinn-Helsinki route.
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. With the introduction of share without nominal value, AS Tallink Grupp has 673,817,040 shares without nominal value and the share capital is 404,290,224 euros, the book value of one share amounts to 0.60 euros.
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.
Looking forward to the third quarter of the 2016 financial year the Group's revenue structure will change compared to previous year as fewer ships are in charter. The cruise ferry Silja Europa charter was concluded in February 2016 and two ships previously in charter were sold in the second quarter of 2015. Based on the Group's financial results in the first six 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 second 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, 11 August 2016
| (unaudited, in thousands of euros) | 01.04.2016- 30.06.2016 |
01.04.2015- 30.06.2015 |
01.01.2016- 30.06.2016 |
01.01.2015- 30.06.2015 |
|---|---|---|---|---|
| Revenue (Note 3) | 245,234 | 253,862 | 438,055 | 444,015 |
| Cost of sales | -196,972 | -191,489 | -363,315 | -355,538 |
| Gross profit | 48,262 | 62,373 | 74,740 | 88,477 |
| Sales and marketing expenses | -18,303 | -16,481 | -36,595 | -31,716 |
| Administrative expenses | -14,259 | -11,603 | -26,277 | -23,318 |
| Other operating income | 1,073 | 1,362 | 1,573 | 1,485 |
| Other operating expenses | -12 | -390 | -28 | -581 |
| Result from operating activities | 16,761 | 35,261 | 13,413 | 34,347 |
| Finance income (Note 4) | 1,766 | 1,621 | 4,362 | 7,297 |
| Finance costs (Note 4) | -8,413 | -4,000 | -19,686 | -20,608 |
| Profit/-loss before income tax | 10,114 | 32,882 | -1,911 | 21,036 |
| Income tax | -333 | -4,350 | -335 | -5,850 |
| Net profit/-loss for the period | 9,781 | 28,532 | -2,246 | 15,186 |
| Other comprehensive income/-expense | ||||
| Items that may be reclassified to profit or loss | ||||
| Exchange differences on translating foreign | -107 | 28 | -165 | -54 |
| operations | ||||
| Other comprehensive income/-expense for the | ||||
| period | -107 | 28 | -165 | -54 |
| Total comprehensive income/-expense for the | ||||
| period | 9,674 | 28,560 | -2,411 | 15,132 |
| Earnings per share (in EUR per share) | ||||
| - basic (Note 5) | 0.015 | 0.043 | -0.003 | 0.023 |
| - diluted (Note 5) | 0.015 | 0.043 | -0.003 | 0.023 |
(unaudited, in thousands of euros)
| ASSETS | 30.06.2016 | 31.12.2015 |
|---|---|---|
| Current assets | ||
| Cash and cash equivalents | 92,275 | 81,976 |
| Trade and other receivables | 43,871 | 36,583 |
| Prepayments | 11,835 | 5,274 |
| Income tax prepayment | 1,426 | 1,224 |
| Inventories | 39,330 | 29,197 |
| Total current assets | 188,737 | 154,254 |
| Non-current assets | ||
| Investments in equity-accounted investees | 350 | 350 |
| Other financial assets | 365 | 308 |
| Deferred income tax assets | 19,410 | 19,410 |
| Investment property | 300 | 300 |
| Property, plant and equipment (Note 7) | 1,304,994 | 1,311,418 |
| Intangible assets (Note 8) | 51,533 | 52,726 |
| Total non-current assets | 1,376,952 | 1,384,512 |
| TOTAL ASSETS | 1,565,689 | 1,538,766 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 122,148 | 81,889 |
| Trade and other payables | 101,354 | 88,480 |
| Dividends (Note 12, 14) | 13,398 | 0 |
| Income tax liability | 2,830 | 4,567 |
| Deferred income | 42,316 | 28,906 |
| Total current liabilities | 282,046 | 203,842 |
| Non-current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 436,317 | 467,447 |
| Derivatives (Note 6) | 39,623 | 42,863 |
| Other payables | 0 | 192 |
| Total non-current liabilities | 475,940 | 510,502 |
| TOTAL LIABILITIES | 757,986 | 714,344 |
| EQUITY | ||
| Equity attributable to equity holders of the parent | ||
| Share capital | 404,290 | 404,290 |
| Share premium | 639 | 639 |
| Reserves | 66,962 | 65,083 |
| Retained earnings | 335,812 | 354,410 |
| Total equity attributable to equity holders of the parent | 807,703 | 824,422 |
| TOTAL EQUITY | 807,703 | 824,422 |
| TOTAL LIABILITIES AND EQUITY | 1,565,689 | 1,538,766 |
| (unaudited, in thousands of euros) | 01.01.2016- 30.06.2016 |
01.01.2015- 30.06.2015 |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit/-loss for the period | -2,246 | 15,186 |
| Adjustments | 54,141 | 59,282 |
| Changes in receivables and prepayments related to operating activities |
-13,999 | -10,917 |
| Changes in inventories | -10,133 | 891 |
| Changes in liabilities related to operating activities | 26,228 | 14,097 |
| Income tax paid | -2,138 | -246 |
| 51,853 | 78,293 | |
| Cash flow from/used in investing activities | ||
| Purchase of property, plant and equipment and intangible assets (Notes 7, 8, 9) |
-31,325 | -18,499 |
| Proceeds from disposals of property, plant and equipment | 121 | 25,001 |
| Interest received | 35 | 41 |
| -31,169 | 6,543 | |
| Cash flows used in financing activities | ||
| Repayment of loans (Note 9) | -35,458 | -49,381 |
| Change in overdraft (Note 9) | 40,246 | -2,644 |
| Payment of finance lease liabilities (Note 9) | -49 | -40 |
| Interest paid | -12,944 | -14,744 |
| Payments for settlement of derivatives | -2,180 | -2,290 |
| -10,385 | -69,099 | |
| TOTAL NET CASH FLOW | 10,299 | 15,737 |
| Cash and cash equivalents: | ||
| - at the beginning of period | 81,976 | 65,311 |
| - increase (+) / decrease (-) | 10,299 | 15,737 |
| - at the end of period | 92,275 | 81,048 |
| (unaudited, in thousands of euros) | Share | Share | Translation | Ships | Mandatory | Reserve for | Share | Retained | Equity | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| capital | premium | reserve | revaluation reserve |
legal reserve |
treasury shares |
option programme |
earnings | attributable to equity |
equity | |
| reserve | 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 | 15,186 | 15,186 | 15,186 |
| Total other comprehensive income and expense | 0 | 0 | -54 | 0 | 0 | 0 | 0 | 0 | -54 | -54 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | -54 | 0 | 0 | 0 | 0 | 15,186 | 15,132 | 15,132 |
| 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 | 152 | 0 | 152 | 152 |
| Transactions with owners, recognised | ||||||||||
| directly in equity | 0 | 0 | 0 | 0 | 1,363 | 0 | 152 | -14,761 | -13,246 | -13,246 |
| As at 30 June 2015 |
404,290 | 639 | 244 | 54,562 | 20,185 | -4,163 | 762 | 303,657 | 780,176 | 780,176 |
| 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 | -2,246 | -2,246 | -2,246 |
| Total other comprehensive income and expense | 0 | 0 | -165 | 0 | 0 | 0 | 0 | 0 | -165 | -165 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | -165 | 0 | 0 | 0 | 0 | -2,246 | -2,411 | -2,411 |
| 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 | 0 | -910 | -910 |
| Transactions with owners, recognised |
directly in equity 0 0 0 0 2,954 0 -910 -16,352 -14,308 -14,308
As at 30 June 2016 404,290 639 293 47,693 23,139 -4,163 0 335,812 807,703 807,703
The interim consolidated financial statements of AS Tallink Grupp and its subsidiaries (hereinafter as "the Group") for the first 6 months of the financial year 2016 were authorised for issue in accordance with a resolution of the Management Board on 11 August 2016. AS Tallink Grupp is a limited company incorporated in Estonia and employed 7,616 people at 30 June 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)
| 01.01.2016-30.06.2016 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 162,261 | 51,483 | 19,529 | 156,468 | 48,314 | 0 | 438,055 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 4,527 | -4,527 | 0 |
| 162,261 | 51,483 | 19,529 | 156,468 | 52,841 | -4,527 | 438,055 | |
| Segment result | 26,410 | 4,409 | 1,817 | -55 | 5,564 | 0 | 38,145 |
| Unallocated expenses | -24,732 | ||||||
| Net financial items (Note 4) | -15,324 | ||||||
| Profit/-loss before income tax | -1,911 |
| 01.01.2015-30.06.2015 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 156,506 | 46,560 | 19,081 | 156,331 | 65,537 | 0 | 444,015 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 4,519 | -4,519 | 0 |
| 156,506 | 46,560 | 19,081 | 156,331 | 70,056 | -4,519 | 444,015 | |
| Segment result | 37,128 | -1,007 | 861 | 1,120 | 18,659 | 0 | 56,761 |
| Unallocated expenses | -22,414 | ||||||
| Net financial items (Note 4) | -13,311 | ||||||
| Profit/-loss before income tax | 21,036 |
| (in thousands of euros) | 01.01.2016- 30.06.2016 |
01.01.2015- 30.06.2015 |
|---|---|---|
| Ticket sales | 101,078 | 99,235 |
| Sales of cargo transport | 51,398 | 53,098 |
| Sales of accommodation | 8,528 | 8,246 |
| Restaurant and shops sales on-board and on | ||
| mainland | 247,050 | 234,664 |
| Income from charter of vessels | 13,746 | 28,907 |
| Other | 16,255 | 19,865 |
| Total revenue of the Group | 438,055 | 444,015 |
| (in thousands of euros) | 01.01.2016- 30.06.2016 |
01.01.2015- 30.06.2015 |
|---|---|---|
| Income from interest rate swaps | 189 | 3,772 |
| Income from foreign exchange derivatives | 4,170 | 3,516 |
| Interest income arising from financial assets not | ||
| measured at fair value through profit or loss | 3 | 9 |
| Total finance income | 4,362 | 7,297 |
| Net foreign exchange losses | -2,301 | -2,496 |
| Interest expense arising from financial liabilities | ||
| measured at amortised cost | -14,086 | -15,822 |
| Expenses from interest rate swaps | -3,299 | -2,290 |
| Total finance costs | -19,686 | -20,608 |
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 June 2016.
| 01.04.2016- 30.06.2016 |
01.04.2015- 30.06.2015 |
01.01.2016- 30.06.2016 |
01.01.2015- 30.06.2015 |
|
|---|---|---|---|---|
| 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 | 9,781 | 28,532 | -2,246 | 15,186 |
| Earnings per share, basic (in EUR per share) | 0.015 | 0.043 | -0.003 | 0.023 |
| Earnings per share, diluted (in EUR per share) | 0.015 | 0.043 | -0.003 | 0.023 |
| (pcs) | 01.04.2016- | 01.04.2015- | 01.01.2016- | 01.01.2015- |
|---|---|---|---|---|
| 30.06.2016 | 30.06.2015 | 30.06.2016 | 30.06.2015 | |
| Issued ordinary shares at the beginning of period | 673,817,040 | 673,817,040 | 673,817,040 | 673,817,040 |
| Effect of own shares held | -3,935,000 | -3,935,000 | -3,935,000 | -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 June 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 recognized in the current interim financial statements as of 30 June 2016 is EUR -13,565 thousand. The fair value of the cross-currency rate derivatives recognized in the current interim financial statements as of 30.06.2016 is EUR -26,058 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 | 10,875 | 11,198 | 7,736 | 29,901 |
| Disposals | 0 | 0 | -34 | 0 | -34 |
| Depreciation for the period | -698 | -33,075 | -2,518 | 0 | -36,291 |
| Book value as at 30 June 2016 | 2,336 1,247,902 | 18,806 | 35,950 1,304,994 | ||
| As at 30 June 2016 | |||||
| -gross carrying amount | 13,295 1,566,198 | 44,466 | 35,950 1,659,909 | ||
| -accumulated depreciation | -10,959 | -318,296 | -25,660 | 0 | -354,915 |
| 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 | 1,420 | 1,192 | 14,382 | 17,328 |
| Disposals | 0 | -24,335 | -34 | 0 | -24,369 |
| Depreciation for the period | -570 | -35,007 | -1,937 | 0 | -37,514 |
| Book value as at 30 June 2015 | 3,493 1,393,478 | 9,221 | 17,217 1,423,409 | ||
| As at 30 June 2015 | |||||
| -gross carrying amount | 13,120 1,667,584 | 31,289 | 17,217 1,729,210 | ||
| -accumulated depreciation | -9,627 | -274,106 | -22,068 | 0 | -305,801 |
(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 | 1,612 | 1,612 |
| Disposals | 0 | 0 | -78 | -78 |
| Amortisation for the period | 0 | -1,458 | -1,269 | -2,727 |
| Book value as at 30 June 2016 | 11,066 | 29,128 | 11,339 | 51,533 |
| As at 30 June 2016 | ||||
| -cost | 11,066 | 58,288 | 31,241 | 100,595 |
| -accumulated amortisation | 0 | -29,160 | -19,902 | -49,062 |
| Goodwill | Trademark | Others | Total | |
| Book value as at 31 December 2014 | 11,066 | 33,502 | 10,606 | 55,174 |
| Additions | 0 | 0 | 1,201 | 1,201 |
| Amortisation for the period | 0 | -1,458 | -1,309 | -2,767 |
| Book value as at 30 June 2015 | 11,066 | 32,044 | 10,498 | 53,608 |
| As at 30 June 2015 | ||||
| -cost | 11,066 | 58,288 | 28,683 | 98,037 |
| -accumulated amortisation | 0 | -26,244 | -18,185 | -44,429 |
| (in thousands of euros) | 31 December 2015 |
New loans |
Repayments | Exchange rate differences |
Other changes [1] |
30 June 2016 |
|---|---|---|---|---|---|---|
| Liabilities under finance | ||||||
| lease | 298 | 188 | -49 | -9 | -34 | 394 |
| Unsecured bonds | 93,097 | 0 | 0 | 3,025 | 115 | 96,237 |
| Overdraft | 3,397 | 40,246 | 0 | 0 | 0 | 43,643 |
| Long-term bank loans | 452,544 | 0 | -35,458 | 0 | 1,105 | 418,191 |
| TOTAL | 549,336 | 40,434 | -35,507 | 3,016 | 1,186 | 558,465 |
| incl. current portion | 81,889 | 122,148 | ||||
| Non-current portion | 467,447 | 436,317 |
[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 144,871 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 273,320 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 June 2016 the maximum number of shares without nominal value is 2,400,000,000. The changes in Articles of Association were registered in Commercial Register on 01 July 2016.
At 30 June 2016 the Group held 3,935 thousand of the AS Tallink Grupp shares. Total cost of share buyback transactions of 3,935 thousand shares is 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.
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.
| (in thousands of euros) | ||||
|---|---|---|---|---|
| 6 months of 2016 | Sales to | Purchases from | Receivables from | Payables |
| or 30.06.2016 | related parties | related parties | related parties to related parties | |
| AS Infortar | 20 | 23 | 3 | 5 |
| AS HT Valuuta | 54 | 0 | 1 | 0 |
| AS Vara HTG | 0 | 959 | 0 | 0 |
| OÜ Mersok | 0 | 5 | 0 | 0 |
| AS Vaba Maa | 4 | 471 | 1 | 54 |
| OÜ Sunbeam | 0 | 1,814 | 0 | 50 |
| AS Gastrolink | 5 | 701 | 1 | 116 |
| AS Tallink Takso | 1 | 56 | 0 | 5 |
| OÜ Topspa Kinnisvara | 0 | 1,265 | 0 | 250 |
| OÜ Hansa Hotell | 0 | 474 | 0 | 0 |
| OÜ Fastinvest | 0 | 610 | 0 | 0 |
| SIA Happy Trails | 1 | 1,646 | 0 | 934 |
| Eesti Laevaomanike Liit | 1 | 7 | 0 | 0 |
| MTÜ Eesti Tennise Liit | 28 | 120 | 22 | 0 |
| OÜ Infor Invest | 0 | 475 | 0 | 0 |
| OÜ Sea Images | 0 | 1 | 0 | 1 |
| 6 months of 2015 | Sales to | Purchases from | Receivables from | Payables |
| or 30.06.2015 | related parties | related parties | related parties to related parties | |
| AS Infortar | 31 | 19 | 6 | 0 |
| AS HT Valuuta | 53 | 0 | 1 | 0 |
| AS Vara HTG | 0 | 959 | 0 | 1,029 |
| OÜ Mersok | 0 | 5 | 0 | 0 |
| AS Vaba Maa | 6 | 339 | 1 | 62 |
| OÜ Sunbeam | 0 | 1,770 | 0 | 354 |
| AS Gastrolink | 4 | 493 | 1 | 45 |
| AS Tallink Takso | 1 | 43 | 0 | 7 |
| OÜ Topspa Kinnisvara | 0 | 1,350 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 425 | 0 | 90 |
| OÜ Fastinvest | 0 | 620 | 0 | 0 |
| SIA Happy Trails | 0 | 1,648 | 0 | 329 |
| Eesti Laevaomanike Liit | 0 | 7 | 0 | 0 |
| MTÜ Eesti Tennise Liit | 10 | 78 | 9 | 0 |
Announced dividends were paid out on 05 July 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 second quarter of the financial year 2016 ended 30 June 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, 11 August 2016
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