Quarterly Report • Feb 29, 2016
Quarterly Report
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| Beginning of the financial year | 1. January 2015 |
|---|---|
| End of the financial year | 31. December 2015 |
| 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 Twelve months of the financial year 2015 |
|
| 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 Twelve months of the financial year 2015 |
18-23 |
| MANAGEMENT BOARD'S APPROVAL TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
24 |
AS Tallink Grupp and its subsidiaries (the Group) carried a total of 9.0 million passengers in the 2015 financial year which is 1.1% more compared to the year before. The Group's unaudited revenue increased by 2.6% to all-time high of EUR 945.2 million and EBITDA increased by 20.5% to a record EUR 181.4 million. Unaudited net profit more than doubled compared to last year and amounted to EUR 59.1 million or EUR 0.09 per share. The cash flow from operating activities increased by EUR 41.2 million and totaled to EUR 191.9 million.
The increase in the Group's results is mainly attributed to the growth in passenger number, higher on-board revenue per passenger, higher charter revenue and lower operating costs. The passenger number grew steadily in most routes and the Group regained market share from the direct competition.
The revenue growth is driven by higher restaurant & shop sales and charter revenues. The restaurant & shop sales increase 2.7% or EUR 13.1 million was supported by higher passenger number and also higher on-board sales per passenger. The charter revenues increased by 13.6% or EUR 6.4 million and the cargo revenues by 1.3% compared to 2014. Proactive marketing and sales activities led to an increase of passenger number and resulted in lower ticket revenue per passenger, the total ticket revenue declined by 1.1%.
Estonia-Finland route passenger number increased by 5.0% and cargo units by 17.9%, the segment revenue increased by 5.1%. The Finland-Sweden route passenger number grew by 4.1% mostly due to more departures compared to 2014, the cargo units transported decreased by 26.2% and segment revenue increased by 2.9%. The shift of cargo volumes between the routes is the result of one cargo vessel moved from Finland-Sweden route to Estonia-Finland route from 2015. The Latvia-Sweden route passenger and cargo volume decreased by 32.2% and by 46.5% respectively as only one vessel was operating on the route since mid-2014.
The lower energy prices globally enabled smooth adoption to the more environmental friendly low sulphur fuel and the previously highlighted risk of increasing fuel cost did not materialise. Following the market prices the Group's average fuel price in 2015 was 5% lower compared to 2014. The total annual fuel consumption reduced by 13%, the saving is attributed to optimisations in vessel operations and changes in the fleet. Lower total fuel consumption and price resulted in approximately EUR 20 million less fuel cost compared to 2014.
In the fourth quarter (1 October - 31 December) of the 2015 financial year the Group carried 2.1 million passengers which is 3.6% more compared to the fourth quarter last year and unaudited revenue increased 1.6% to the total of EUR 227.6 million.
The Group's fourth quarter profitability is affected by EUR 9.5 million one-off costs (book loss and transaction costs) related to sale of fast ferry Superstar. The fourth quarter EBITDA decreased by EUR 11.1 million to EUR 29.9 million compared to the same period last year, the adjusted EBITDA from normal operations, excluding the one off costs is EUR 39.4 million.
The Estonia-Finland route fourth quarter revenue increased 5.3% compared to same period last year. The increase is driven mainly by a 6.3% growth in the passenger number. The growth of 15.4% in cargo units transported is supported mainly by added capacity.
The Finland-Sweden routes fourth quarter revenue was on level with last year, although the passenger number grew by 2.2%. The number of cargo units transported decreased by 27.7% due to reduced capacity.
The Estonia-Sweden route revenue increase of 11.7% was driven by a 2.0% increase of passenger number and higher on board sales per passenger, cargo volume was on level with last year. The Latvia-Sweden route showed an 11.4% decline in the passenger number, cargo volume was on level with last year.
The Group's restaurants and shop sales increased by EUR 6.3 million or 5.3% in the fourth quarter compared to the same period last year. The sales growth is driven by the growth of the passenger number and higher average on-board revenue per passenger.
The revenue from the chartered out vessels has reduced in the fourth quarter compared to the same period last year due to fewer ships were chartered out. Two ships previously chartered out were sold in the second quarter of 2015.
AS Tallink Grupp signed a contract with Meyer Turku Oy in February 2015 for the construction of its new EUR 230 million LNG powered fast ferry. The start of production of the new LNG fast ferry started on the 4th of August 2015 at Meyer Turku shipyard and the delivery of the vessel is planned in the beginning of 2017.
In order to be ready for the delivery of the new generation LNG fast ferry to the Tallinn-Helsinki route Shuttle service early 2017, the Group decided to sell and charter back the fast ferry Superstar. The ownership of the vessel was transferred to the buyer on 1 st of December 2015. The Group continues to operate the vessel under the charter agreement until the beginning of 2017, when the new LNG fast ferry will start to operate on Tallinn-Helsinki route Shuttle service.
In financial year 2015 the Group sold three vessels. The total cash proceeds from the sale EUR 115.4 million are mainly used to repay loans and for the down payment of the new LNG fast ferry under construction.
In the fourth quarter the Group's net debt decreased by EUR 116.3 million to a total of EUR 467.4 million and the net debt to EBITDA ratio improved further to a solid 2.6 at the end of fourth quarter.
The Group's fourth quarter total finance costs decreased by EUR 3.4 million due to lower cost from foreign exchange revaluations. The interest cost increased compared to last year, including one-off cost of premature termination of loan contract related to the sale of vessel.
The unaudited net loss for the fourth quarter of the 2015 financial year was EUR 1.3 million or EUR -0.002 per share compared to the net profit of EUR 8.4 million or EUR 0.013 per share in the same period last year. The Group's net profit for the 2015 financial year was EUR 59.1 million or EUR 0.09 per share compared to the EUR 27.3 million or EUR 0.04 per share in the same period last year.
Cash flow from operations increased by EUR 9.3 million in fourth quarter compared to the same period last year. The total liquidity, cash and unused credit facilities, at the end of the fourth quarter was EUR 153.6 million providing a strong financial position. The Group had EUR 82.0 million in cash and equivalents and the total of unused credit lines were at EUR 71.6 million.
| 2015 | 2014 | |||
|---|---|---|---|---|
| Oct-Dec | Oct-Dec | Change | ||
| Revenue | EUR million | 227.6 | 224.1 | 1.6% |
| Gross profit | EUR million | 50.2 | 49.4 | 1.7% |
| Gross margin | 22.0% | 22.0% | ||
| EBITDA | EUR million | 29.9 | 41.0 | -27.1% |
| EBITDA adjusted 1 | EUR million | 39.4 | 41.0 | -3.9% |
| EBITDA margin adjusted 1 | 17.3% | 18.3% | ||
| Net profit for the period | EUR million | -1.3 | 8.4 | -115.8% |
| Net profit for the period adjusted 1 | EUR million | 13.7 | 8.4 | 63.1% |
| Net profit margin adjusted 1 | 6.0% | 3.7% | ||
| Depreciation and amortization | EUR million | 19.4 | 20.9 | -7.1% |
| Investments | EUR million | 13.8 | 18.1 | -23.8% |
| Weighted average number of ordinary shares | ||||
| outstanding 2 | 669,882,040 | 669,882,040 | 0.0% | |
| Earnings per share | EUR | 0.00 | 0.01 | -115.8% |
| Number of passengers | 2,125,361 | 2,051,410 | 3,6% | |
| Number of cargo units | 78,136 | 77,816 | 0.4% | |
| Average number of employees | 6,769 | 6,715 | 0.8% | |
| 31.12.2015 | 30.09.2015 |
| 31.12.2015 | 30.09.2015 | |||
|---|---|---|---|---|
| Total assets | EUR million | 1,538.1 | 1,652.6 | -6.9% |
| Interest-bearing liabilities | EUR million | 549.3 | 662.7 | -17.1% |
| Net debt | EUR million | 467.4 | 583.6 | -19.9% |
| Total equity | EUR million | 824.5 | 825.3 | -0.1% |
| Equity ratio | 53.6% | 49.9% | |
|---|---|---|---|
| Net debt to EBITDA | 2.6 | 3.0 |
| Number of ordinary shares outstanding 2 | 669,882,040 | 669,882,040 | 0.0% | |
|---|---|---|---|---|
| Shareholders' equity per share | EUR | 1.23 | 1.23 | -0.1% |
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 Vessel sale result in the fourth quarter of 2015 is eliminated.
2Share numbers exclude own shares.
The following table provides an overview of the quarterly sales development by operational segments:
| Q4 | ||||||
|---|---|---|---|---|---|---|
| Q4 | Q1 | Q2 | Q3 | Q4 | change | |
| in EUR millions | 2014 | 2015 | 2015 | 2015 | 2015 | y-o-y |
| Ticket sales | 51.2 | 38.1 | 61.1 | 78.3 | 50.4 | -1.6% |
| Restaurant & shop sales | 118.5 | 100.6 | 134.1 | 141.1 | 124.9 | 5.3% |
| Cargo sales | 24.6 | 25.9 | 27.2 | 25.4 | 25.9 | 5.1% |
| Accommodation sales | 4.0 | 3.0 | 5.2 | 6.3 | 4.3 | 7.8% |
| Leases of vessels | 16.2 | 15.7 | 13.2 | 12.1 | 12.4 | -23.2% |
| Other sales | 9.7 | 6.9 | 13.0 | 10.3 | 9.8 | 1.4% |
| Total revenue | 224.1 | 190.2 | 253.9 | 273.6 | 227.6 | 1.6% |
The following table provides an overview of the quarterly sales and result development by geographical segments:
| Q4 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q4 | Q1 | Q2 | Q3 | Q4 | change | |||
| 2014 | 2015 | 2015 | 2015 | 2015 | y-o-y | |||
| Finland- | Passengers | th. | 1,082 | 918 | 1,233 | 1,443 | 1,151 | 6.3% |
| Estonia | Cargo units | th. | 43 | 47 | 51 | 51 | 49 | 15.4% |
| Revenue | mil.EUR | 81.0 | 66.8 | 89.7 | 96.3 | 85.3 | 5.3% | |
| Segment result | mil.EUR | 23.7 | 12.6 | 24.5 | 30.0 | 23.1 | -2.6% | |
| Finland- | Passengers | th. | 636 | 585 | 748 | 843 | 650 | 2.2% |
| Sweden | Cargo units | th. | 23 | 17 | 17 | 14 | 16 | -27.7% |
| Revenue | mil.EUR | 77.9 | 68.2 | 88.1 | 99.6 | 77.4 | -0.6% | |
| Segment result | mil.EUR | 0.2 | -5.1 | 6.2 | 16.4 | -0.3 | -230.9% | |
| Sweden- | Passengers | th. | 217 | 196 | 253 | 277 | 222 | 2.0% |
| Estonia | Cargo units | th. | 11 | 9 | 9 | 10 | 11 | 0.8% |
| Revenue | mil.EUR | 22.9 | 19.3 | 27.3 | 32.2 | 25.6 | 11.7% | |
| Segment result | mil.EUR | 0.1 | -2.9 | 1.9 | 6.7 | 0.7 | 804.2% | |
| Sweden- | Passengers | th. | 116 | 95 | 123 | 138 | 103 | -11.4% |
| Latvia | Cargo units | th. | 2 | 2 | 2 | 2 | 2 | -1.0% |
| Revenue | mil.EUR | 10.1 | 8.1 | 11.0 | 13.5 | 9.4 | -7.3% | |
| Segment result | mil.EUR | 0.4 | -0.4 | 1.3 | 3.8 | 0.6 | 62.3% | |
| Other | Revenue | mil.EUR | 34.7 | 29.6 | 40.4 | 35.2 | 32.4 | -6.6% |
| Segment result | mil.EUR | 9.2 | 6.6 | 12.1 | 12.7 | 9.3 | 1.7% | |
| Inter segment sales | mil.EUR | -2.4 | -1.8 | -2.7 | -3.3 | -2.4 | -2.0% | |
| Total revenue | mil.EUR | 224.1 | 190.2 | 253.9 | 273.6 | 227.6 | 1.6% | |
| EBITDA | mil.EUR | 41.1 | 19.5 | 55.2 | 76.8 | 29.9 | -27.1% | |
| Total segment result | mil.EUR | 33.6 | 10.9 | 45.9 | 69.7 | 33.4 | -0.5% | |
| Net profit/-loss | mil.EUR | 8.4 | -13.3 | 28.5 | 45.2 | -1.3 | -115.8% |
Segment result - result before administrative expenses, financial expenses and taxes
The following graphs provide an overview of the sales distribution in the fourth 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 twelve months and fourth quarter of 2015 and 2014 financial years.
| Q4 | Q4 | Q4 | 12 months | 12 months | 12 months | |
|---|---|---|---|---|---|---|
| 2015 | 2014 | change | 2015 | 2014 | change | |
| Passengers | 2,125,361 | 2,051,410 | 3.6% | 8,976,226 | 8,881,732 | 1.1% |
| Finland – Estonia | 1,150,665 | 1,081,973 | 6.3% | 4,744,708 | 4,518,013 | 5.0% |
| Finland – Sweden | 650,193 | 636,056 | 2.2% | 2,825,699 | 2,713,789 | 4.1% |
| Sweden – Estonia | 221,529 | 217,093 | 2.0% | 946,832 | 973,254 | -2.7% |
| Sweden – Latvia | 102,974 | 116,288 | -11.4% | 458,987 | 676,676 | -32.2% |
| Cargo Units | 78,136 | 77,816 | 0.4% | 308,029 | 310,492 | -0.8% |
| Finland – Estonia | 49,058 | 42,507 | 15.4% | 197,324 | 167,411 | 17.9% |
| Finland – Sweden | 16,411 | 22,711 | -27.7% | 64,309 | 87,197 | -26.2% |
| Sweden – Estonia | 10,744 | 10,656 | 0.8% | 39,155 | 42,347 | -7.5% |
| Sweden – Latvia | 1,923 | 1,942 | -1.0% | 7,241 | 13,537 | -46.5% |
| Passenger Vehicles | 251,756 | 244,018 | 3.2% | 1,119,917 | 1,112,381 | 0.7% |
| Finland – Estonia | 198,346 | 189,332 | 4.8% | 830,044 | 798,082 | 4.0% |
| Finland – Sweden | 25,935 | 26,031 | -0.4% | 161,772 | 161,197 | 0.4% |
| Sweden – Estonia | 15,224 | 15,052 | 1.1% | 71,793 | 73,889 | -2.8% |
| Sweden – Latvia | 12,251 | 13,603 | -9.9% | 56,308 | 79,213 | -28.9% |
The Group's market shares on the routes operated during a 12 month period ending 31 December 2015 were as follows:
31 December 2015 the Group employed 6,966 employees (6,654, 31 December 2014). The following table provides a more detailed overview of the Group's personnel.
| Average of 4th quarter | Average of twelve months | End of 4th quarter | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | change | 2015 | 2014 | change | 31.12.15 | 31.12.14 | change | |
| Onshore total | 1,562 | 1,528 | 2.2% | 1,554 | 1,561 | -0.5% | 1,565 | 1,521 | 2.9% |
| Estonia | 823 | 779 | 5.6% | 790 | 799 | -1.1% | 835 | 770 | 8.4% |
| Finland | 478 | 472 | 1.3% | 487 | 484 | 0.6% | 471 | 471 | 2.7% |
| Sweden | 180 | 196 | -8.2% | 197 | 194 | 1.5% | 177 | 199 | -11.1% |
| Latvia | 65 | 67 | -3.0% | 65 | 70 | -7.1% | 66 | 67 | -1.5% |
| Germany | 6 | 4 | 50.0% | 4 | 4 | 0.0% | 6 | 4 | 50.0% |
| Russia | 10 | 10 | 0.0% | 10 | 10 | 0.0% | 10 | 10 | 0.0% |
| At sea | 4,599 | 4,584 | 0.3% | 4,657 | 4,783 | -2.6% | 4,788 | 4,525 | 5.8% |
| Hotel | 608 | 603 | 0.8% | 624 | 608 | 2.6% | 613 | 608 | 0.8% |
| Total | 6,769 | 6,715 | 0.8% | 6,835 | 6,952 | -1.7% | 6,966 | 6,654 | 4.7% |
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 31 December 2015:
The Group also owns 34% of AS Tallink Takso.
The Group established new 100% owned subsidiary OÜ Baan Thai on 11 th of February 2016. The subsidiary's main activity will be catering services.
The following chart displays the shareholder structure of AS Tallink Grupp as of 31 December 2015.
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
Due to the term of office expiry of the Management Board member Mrs. Kadri Land, the Supervisory Board of the Group resolved to remove her from the management board as of 31st of December 2015. Mrs. Land will continue in the Group as Director of Global Operations and Logistics.
In the beginning of December 2015 the Group agreed with the main fuel supplier to fix the price of approximately one-third of the 2016 fuel purchasing volume.
In order to be ready for the delivery of the new generation LNG fast ferry to the Tallinn-Helsinki route Shuttle service early 2017 the Group decided to sell and charter back the fast ferry Superstar. AS Tallink Grupp subsidiary Tallink Superfast Ltd entered into agreement with Medinvest SPA (Corsica Ferries Group) and sold the fast ferry Superstar at price of EUR 91.5 million. Concurrently the parties entered into bareboat charter agreement and the Group continues to operate the fast ferry Superstar on its Tallinn-Helsinki route shuttle service until beginning of 2017, when the new LNG fast ferry will start to operate on the route. The ownership of the sold vessel was transferred to the buyer on 1 st of December 2015.
The sale of the vessel resulted in one-off book loss of EUR 7.6 million. The cash proceeds from the sale are used to repay loans to continue the deleveraging strategy and for the down payment of the new LNG fast ferry under construction. The sale of vessel and repayment of loan reduced the Group's net debt and the net debt to EBITDA ratio improved further to solid 2.6 at the end of fourth quarter.
The charter of the ferry Silja Europa was concluded on 19th of February 2016 and the vessel was handed over to the Group. Silja Europa will start on Tallinn-Helsinki route on 13th of March with two daily departures next to cruise ferry Baltic Queen and fast ferries Star and Superstar.
Looking forward to the financial year 2016 the chartering revenues will decrease compared to 2015 as fewer ships are in charter.
The sale of the fast ferry Superstar prepares the Group for the delivery of the new generation LNG fast ferry to the Tallinn-Helsinki route early 2017 and supports Tallink's strategy to secure and strengthen its position in its route with largest passenger volumes.
The Group established new 100% owned subsidiary OÜ Baan Thai on 11 th of February 2016. The subsidiary's main activity will be providing of catering services.
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 fourth quarter of the 2015 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, 29.02.2016
| (unaudited, in thousands of euros) | 01.10.2015- 31.12.2015 |
01.10.2014- 31.12.2014 |
01.01.2015- 31.12.2015 |
01.01.2014- 31.12.2014 |
|---|---|---|---|---|
| Revenue (Note 3) | 227,631 | 224,141 | 945,203 | 921,466 |
| Cost of sales | -177,439 | -174,782 | -721,780 | -739,789 |
| Gross profit | 50,192 | 49,359 | 223,423 | 181,677 |
| Marketing expenses | -16,777 | -15,771 | -63,578 | -62,654 |
| Administrative expenses | -13,001 | -13,638 | -47,311 | -49,211 |
| Other income | -377 | 709 | 983 | 1,696 |
| Other expenses | -9,517 | -496 | -10,254 | -854 |
| Result from operating activities | 10,520 | 20,163 | 103,263 | 70,654 |
| Finance income (Note 4) | 3,301 | 4,623 | 12,808 | 11,760 |
| Finance costs (Note 4) | -14,317 | -19,059 | -46,964 | -52,443 |
| Share of profit of equity-accounted investees | 64 | 24 | 64 | 24 |
| Profit/-loss before income tax | -432 | 5,751 | 69,171 | 29,995 |
| Income tax | -896 | 2,633 | -10,101 | -2,734 |
| Net profit/-loss for the period | -1,328 | 8,384 | 59,070 | 27,261 |
| Other comprehensive income/-expense Items that may be reclassified to profit or loss Exchange differences on translating foreign operations |
416 | 242 | 160 | 286 |
| Other comprehensive income/-expense for the | ||||
| period | 416 | 242 | 160 | 286 |
| Total comprehensive income/-expense for the | ||||
| period | -912 | 8,626 | 59,230 | 27,547 |
| Earnings per share (in EUR per share) | ||||
| - basic (Note 5) | -0.00 | 0.01 | 0.09 | 0.04 |
| - diluted (Note 5) | -0.00 | 0.01 | 0.09 | 0.04 |
(unaudited, in thousands of euros)
| ASSETS | 31.12.2015 | 31.12.2014 |
|---|---|---|
| Current assets | ||
| Cash and cash equivalents | 81,976 | 65,311 |
| Trade and other receivables | 36,583 | 38,210 |
| Prepayments | 6,498 | 5,448 |
| Inventories | 29,197 | 31,315 |
| Total current assets | 154,254 | 140,284 |
| Non-current assets | ||
| Investments in equity-accounted investees | 350 | 286 |
| Other financial assets | 308 | 252 |
| Deferred income tax assets | 19,410 | 21,338 |
| Investment property | 300 | 300 |
| Property, plant and equipment (Note 7) | 1,311,418 | 1,467,964 |
| Intangible assets (Note 8) | 52,726 | 55,174 |
| Total non-current assets | 1,384,512 | 1,545,314 |
| TOTAL ASSETS | 1,538,766 | 1,685,598 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 81,889 | 149,850 |
| Trade and other payables | 88,480 | 91,236 |
| Income tax liability | 4,567 | 1,300 |
| Deferred income | 28,906 | 29,408 |
| Derivatives (Note 6) | 42,863 | 41,982 |
| Total current liabilities | 246,705 | 313,776 |
| Non-current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 467,447 | 593,532 |
| Other payables | 192 | 0 |
| Total non-current liabilities | 467,639 | 593,532 |
| TOTAL LIABILITIES | 714,344 | 907,308 |
| EQUITY | ||
| Equity attributable to equity holders of the parent | ||
| Share capital | 404,290 | 404,290 |
| Share premium | 639 | 639 |
| Reserves | 65,083 | 70,129 |
| Retained earnings | 354,410 | 303,232 |
| Total equity attributable to equity holders of the parent | 824,422 | 778,290 |
| TOTAL EQUITY | 824,422 | 778,290 |
| TOTAL LIABILITIES AND EQUITY | 1,538,766 | 1,685,598 |
| (unaudited, in thousands of euros) | 01.01.2015- | 01.01.2014- |
|---|---|---|
| 31.12.2015 | 31.12.2014 | |
| Cash flows from operating activities | ||
| Net profit/-loss for the period | 59,070 | 27,261 |
| Adjustments Changes in receivables and prepayments related to operating |
132,851 1,463 |
125,629 -2,291 |
| activities | ||
| Changes in inventories | 2,118 | 2,142 |
| Changes in liabilities related to operating activities | -4,139 | -2,103 |
| Income tax paid | 553 | 71 |
| 191,916 | 150,709 | |
| Cash flow used in investing activities | ||
| Purchase of property, plant and equipment and intangible assets | -43,629 | -49,148 |
| (Notes 7, 8, 9) | ||
| Proceeds from disposals of property, plant and equipment | 115,370 | 215 |
| Proceeds from other financial assets | 229 | 0 |
| Interest received | 74 | 140 |
| 72,044 | -48,793 | |
| Cash flow used in financing activities | ||
| Repayment of loans (Note 9) | -133,263 | -89,842 |
| Change in overdraft (Note 9) | -59,052 | 43,993 |
| Payment of finance lease liabilities (Note 9) | -80 | -75 |
| Interest paid | -33,210 | -33,270 |
| Payments for settlement of derivatives | -4,045 | -3,985 |
| Payment of transaction costs related to loans | -1,429 | 0 |
| Dividends paid (Note 12) | -13,398 | -20,096 |
| Income tax on dividends paid | -2,818 | -5,342 |
| -247,295 | -108,617 | |
| TOTAL NET CASH FLOW | 16,665 | -6,701 |
| Cash and cash equivalents: | ||
| - at the beginning of period | 65,311 | 72,012 |
| - increase (+) / decrease (-) | 16,665 | -6,701 |
| - at the end of period | 81,976 | 65,311 |
| (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 2013 | 404,290 | 639 | 12 | 56,777 | 16,651 | -4,163 | 834 | 296,023 | 771,063 | 771,063 |
| Net profit/-loss for the period (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 27,261 | 27,261 | 27,261 |
| Total other comprehensive income and expense |
0 | 0 | 286 | 0 | 0 | 0 | 0 | 0 | 286 | 286 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | 286 | 0 | 0 | 0 | 0 | 27,261 | 27,547 | 27,547 |
| Transaction with owners of the company | ||||||||||
| Transfer from profit for 2013 |
0 | 0 | 0 | 0 | 2,171 | 0 | 0 | -2,171 | 0 | 0 |
| Transfer from revaluation reserve | 0 | 0 | 0 | -2,215 | 0 | 0 | 0 | 2,215 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -20,096 | -20,096 | -20,096 |
| Share-based payment transactions (Note | ||||||||||
| 11) | 0 | 0 | 0 | 0 | 0 | 0 | -224 | 0 | -224 | -224 |
| Transactions with owners, recognised | ||||||||||
| directly in equity | 0 | 0 | 0 | -2,215 | 2,171 | 0 | -224 | -20,052 | -20,320 | -20,320 |
| As at 31 December 2014 |
||||||||||
| 404,290 | 639 | 298 | 54,562 | 18,822 | -4,163 | 610 | 303,232 | 778,290 | 778,290 | |
| 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 | 59,070 | 59,070 | 59,070 |
| Total other comprehensive income and expense | 0 | 0 | 160 | 0 | 0 | 0 | 0 | 0 | 160 | 160 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | 160 | 0 | 0 | 0 | 0 | 59,070 | 59,230 | 59,230 |
| Transaction with owners of the company | ||||||||||
| Transfer from profit for 2014 | 0 | 0 | 0 | 0 | 1,363 | 0 | 0 | -1,363 | 0 | 0 |
| Transfer from revaluation reserve | 0 | 0 | 0 | -6,869 | 0 | 0 | 0 | 6,869 | 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 | 300 | 0 | 300 | 300 |
| Transactions with owners, recognised | ||||||||||
| directly in equity | 0 | 0 | 0 | -6,869 | 1,363 | 0 | 300 | -7,892 | -13,098 | -13,098 |
| As at 31 December 2015 |
404,290 | 639 | 458 | 47,693 | 20,185 | -4,163 | 910 | 354,410 | 824,422 | 824,422 |
The interim consolidated financial statements of AS Tallink Grupp and its subsidiaries (hereinafter as "the Group") for the first 12 months of the financial year 2015 were authorised for issue in accordance with a resolution of the Management Board on 29 February 2016. AS Tallink Grupp is a limited company incorporated in Estonia and employed 6,966 people at 31 December 2015 (31 December 2014: 6,654).
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 2014.
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)
| 01.01.2015-31.12.2015 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 338,183 | 104,360 | 41,964 | 333,263 | 127,433 | 0 | 945,203 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 10,180 | -10,180 | 0 |
| 338,183 | 104,360 | 41,964 | 333,263 | 137,613 | -10,180 | 945,203 | |
| Segment result | 90,255 | 6,371 | 5,319 | 17,207 | 40,693 | 0 | 159,845 |
| Unallocated expenses | -56,582 | ||||||
| Net financial items (Note 4) | -34,156 | ||||||
| Share of profit of equity accounted investees |
64 | ||||||
| Profit/-loss before income tax | 69,171 |
| 01.01.2014-31.12.2014 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 321,738 | 102,442 | 60,023 | 323,969 | 113,294 | 0 | 921,466 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 10,553 | -10,553 | 0 |
| 321,738 | 102,442 | 60,023 | 323,969 | 123,847 | -10,553 | 921,466 | |
| Segment result Unallocated expenses |
82,937 | 4,648 | 1,297 | 2,964 | 27,177 | 0 | 119,023 -48,369 |
| Net financial items (Note 4) | -40,683 | ||||||
| Share of profit of equity accounted investees |
24 | ||||||
| Profit/-loss before income tax | 29,995 |
| (in thousands of euros) | 01.01.2015- 31.12.2015 |
01.01.2014- 31.12.2014 |
|---|---|---|
| Ticket sales | 227,968 | 230,459 |
| Sales of cargo transport | 104,433 | 103,060 |
| Sales of accommodation | 18,783 | 18,967 |
| Restaurant and shops sales on-board and on | ||
| mainland | 500,601 | 487,546 |
| Income from charter of vessels | 53,473 | 47,072 |
| Other | 39,945 | 34,362 |
| Total revenue of the Group | 945,203 | 921,466 |
| (in thousands of euros) | 01.01.2015- | 01.01.2014- |
|---|---|---|
| 31.12.2015 | 31.12.2014 | |
| Net foreign exchange gains | 6,683 | 10,411 |
| Income from interest rate swaps | 5,929 | 1,274 |
| Income from other financial assets | 186 | 0 |
| Interest income arising from financial assets not | ||
| measured at fair value through profit or loss | 10 | 75 |
| Total finance income | 12,808 | 11,760 |
| Interest expense arising from financial liabilities | ||
| measured at amortised cost | -36,109 | -35,411 |
| Expenses from interest rate swaps | -4,045 | -9,864 |
| Expenses from foreign exchange derivatives | -6,810 | -7,168 |
| Total finance costs | -46,964 | -52,443 |
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. The outstanding share options have no diluting effect due to their exercise price being higher than the average price in the stock market during the reporting period.
| 01.10.2015- | 01.10.2014- | 01.01.2015- | 01.01.2014- | |
|---|---|---|---|---|
| 31.12.2015 | 31.12.2014 | 31.12.2015 | 31.12.2014 | |
| 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 | -1,328 | 8,384 | 59,070 | 27,261 |
| Earnings per share, basic (in EUR per share) | -0.00 | 0.01 | 0.09 | 0.04 |
| Earnings per share, diluted (in EUR per share) | -0.00 | 0.01 | 0.09 | 0.04 |
| Weighted average number of ordinary shares | ||||
|---|---|---|---|---|
| (pcs) | 01.10.2015- | 01.10.2014- | 01.01.2015- | 01.01.2014- |
| 31.12.2015 | 31.12.2014 | 31.12.2015 | 31.12.2014 | |
| 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 31.12.2015 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 31.12.2015 is EUR -12,635 thousand. The fair value of the cross-currency rate derivatives recognized in the current interim financial statements as of 31.12.2015 is EUR -30,228 thousand.
(in thousands of euros)
| 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 | 10,498 | 4,527 | 25,379 | 40,738 |
| Reclassification | 41 | 0 | -41 | 0 | 0 |
| Disposals | 0 | -124,090 | -444 | 0 | -124,534 |
| Depreciation for the period | -1,162 | -67,706 | -3,882 | 0 | -72,750 |
| Book value as at 31 December | |||||
| 2015 | 2,942 1,270,102 | 10,160 | 28,214 1,311,418 | ||
| As at 31 December 2015 | |||||
| -gross carrying amount | 13,120 1,559,457 | 33,896 | 28,214 1,634,687 | ||
| -accumulated depreciation | -10,178 | -289,355 | -23,736 | 0 | -323,269 |
| Land and | Plant and | ||||
| building | Ships | equipment | Prepayments | Total | |
| Book value as at 31 December | |||||
| 2013 | 4,841 1,479,030 | 9,572 | 2,452 1,495,895 | ||
| Additions | 4 | 41,480 | 4,743 | 383 | 46,610 |
| Exchange rate differences | 0 | 0 | 3 | 0 | 3 |
| Disposals | 0 | 0 | -189 | 0 | -189 |
| Depreciation for the period | -1,116 | -69,110 | -4,129 | 0 | -74,355 |
| Book value as at 31 December | |||||
| 2014 | 3,729 1,451,400 | 10,000 | 2,835 1,467,964 | ||
| As at 31 December 2014 | |||||
| -gross carrying amount | 12,786 1,714,237 | 30,838 | 2,835 1,760,696 | ||
| -accumulated depreciation | -9,057 | -262,837 | -20,838 | 0 | -292,732 |
(in thousands of euros)
| Goodwill | Trademark | Others | Total | |
|---|---|---|---|---|
| Book value as at 31 December 2014 | 11,066 | 33,502 | 10,606 | 55,174 |
| Additions | 0 | 0 | 2,920 | 2,920 |
| Disposals | 0 | 0 | -16 | -16 |
| Amortisation for the period | 0 | -2,916 | -2,436 | -5,352 |
| Book value as at 31 December 2015 | 11,066 | 30,586 | 11,074 | 52,726 |
| As at 31 December 2015 | ||||
| -cost | 11,066 | 58,288 | 29,707 | 99,061 |
| -accumulated amortisation | 0 | -27,702 | -18,633 | -46,335 |
| Book value as at 31 December 2013 | 11,066 | 36,418 | 10,441 | 57,925 |
| Additions | 0 | 0 | 2,802 | 2,802 |
| Amortisation for the period | 0 | -2,916 | -2,637 | -5,553 |
| Book value as at 31 December 2014 | 11,066 | 33,502 | 10,606 | 55,174 |
| As at 31 December 2014 | ||||
| -cost | 11,066 | 58,288 | 27,562 | 96,916 |
| -accumulated amortisation | 0 | -24,786 | -16,956 | -41,742 |
(in thousands of euros)
| 31 December 2014 |
New loans |
Repayments | Exchange rate differences |
Other changes [1] |
31 December 2015 |
|
|---|---|---|---|---|---|---|
| Liabilities under finance | ||||||
| lease | 358 | 29 | -80 | 7 | -16 | 298 |
| Unsecured bonds | 98,636 | 0 | 0 | -5,778 | 239 | 93,097 |
| Overdraft | 62,449 | 0 | -59,052 | 0 | 0 | 3,397 |
| Long-term bank loans | 581,939 | 0 | -133,263 | 0 | 3,868 | 452,544 |
| TOTAL | 743,382 | 29 | -192,395 | -5,771 | 4,091 | 549,336 |
| incl. current portion | 149,850 | 81,889 | ||||
| Non-current portion | 593,532 | 467,447 |
[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, Swedbank AS and HSBC Bank Plc for the loans granted to overseas subsidiaries amounting to EUR 158,894 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 293,650 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 31 December 2015 the maximum number of authorised common shares is 2,133,333,333.
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 is EUR 4,163 thousand.
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 will be recorded as an expense during the vesting period 36 months from the beginning of 2013.
At 31 December 2015 7,276,903 share options were valid and outstanding. Average remaining time to maturity of the outstanding share options is 6 months.
The outstanding share options have no diluting effect due to their exercise price being higher than the average price in the stock market during the period.
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. Announced dividends were paid out on 8 July 2015.
| (in thousands of euros) | ||||
|---|---|---|---|---|
| 12 months of 2015 | Sales to | Purchases from | Receivables from | Payables |
| or 31.12.2015 | related parties | related parties | related parties to related parties | |
| AS Infortar | 50 | 47 | 2 | 5 |
| AS HT Valuuta | 107 | 0 | 1 | 0 |
| AS Vara HTG | 0 | 2,751 | 0 | 834 |
| OÜ Mersok | 0 | 8 | 0 | 0 |
| AS Vaba Maa | 8 | 920 | 0 | 86 |
| OÜ Sunbeam | 0 | 3,745 | 0 | 206 |
| AS Gastrolink | 9 | 1,077 | 1 | 66 |
| AS Tallink Takso | 1 | 107 | 0 | 12 |
| OÜ Topspa Kinnisvara | 0 | 2,683 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 1,051 | 0 | 175 |
| OÜ Fastinvest | 0 | 1,227 | 0 | 0 |
| SIA Happy Trails | 1 | 3,290 | 0 | 636 |
| Eesti Laevaomanike Liit | 1 | 14 | 0 | 0 |
| MTÜ SEB Tallink Tennis Team | 0 | 50 | 0 | 0 |
| MTÜ Eesti Tennise Liit | 21 | 159 | 0 | 0 |
| OÜ Infor Invest | 0 | 42 | 0 | 3 |
| 12 months of 2014 | Sales to | Purchases from | Receivables from | Payables |
| or 31.12.2014 | related parties | related parties | related parties to related parties | |
| AS Infortar | 176 | 47 | 1 | 5 |
| AS HT Valuuta | 113 | 0 | 1 | 0 |
| AS Vara HTG | 0 | 2,775 | 0 | 857 |
| OÜ Mersok | 0 | 9 | 0 | 1 |
| AS Vaba Maa | 13 | 673 | 1 | 85 |
| OÜ Sunbeam | 0 | 3,709 | 0 | 257 |
| AS Gastrolink | 4 | 1,163 | 1 | 76 |
| AS Tallink Takso | 1 | 83 | 1 | 14 |
| OÜ Topspa Kinnisvara | 0 | 2,634 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 1,033 | 0 | 178 |
| OÜ Fastinvest | 0 | 1,234 | 0 | 0 |
| SIA Happy Trails | 1 | 3,305 | 0 | 337 |
| Eesti Laevaomanike Liit | 0 | 14 | 0 | 0 |
| MTÜ SEB Tallink Tennis Team | 0 | 50 | 0 | 0 |
| OÜ Inf Maja MTÜ Eesti Tennise Liit |
3 24 |
0 165 |
0 1 |
0 0 |
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 fourth quarter of the financial year 2015 ended 31 December 2015 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, 29.02.2016
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