Quarterly Report • Nov 12, 2015
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 First nine 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 First nine months of the financial year 2015 |
18-23 |
| MANAGEMENT BOARD'S APPROVAL TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
24 |
In the third quarter (1 July – 30 September) of the 2015 financial year AS Tallink Grupp and its subsidiaries' (the Group) carried 2.7 million passengers which is 5.5% more compared to the third quarter last year. The Group's unaudited revenue for the third quarter of 2015 increased by EUR 10.9 million or 4.2% year on year to the total of EUR 273.6 million, EBITDA increased by EUR 12.8 million or 20.1% to the total of EUR 76.8 million, compared to the same period last year. Net profit increased by EUR 9 million or 25.1% to the total of EUR 45.2 million, compared to the same period last year.
The Group's revenue for the first nine months of 2015 was EUR 717.6 million and increased by EUR 20.3 million or 2.9% year on year comparison. EBITDA increased by EUR 41.9 million to the total of EUR 151.5 million and net profit increased by EUR 41.5 million to the total of EUR 60.4 million, compared to the same period last year.
The Estonia-Finland route third quarter revenue increased by 5.6% compared to same period last year. The increase is driven mainly by an 8.9% growth in the passenger number. The passenger number peaked in July when Group served a record number of 600 thousand passengers, which is an all-time high monthly passenger number on that route. The growth of 15.3% in cargo units transported is supported mainly by added capacity.
The Finland-Sweden routes third quarter revenue increased by 6.5% compared to the same period last year, driven by 8.4% growth in the passenger number. The number of cargo units transported decreased by 28.8% due to reduced capacity.
The Estonia-Sweden route passenger number increased by 1.5% and cargo volumes decreased by 8.3%. The Latvia-Sweden route, operating with only one vessel compared to two vessels last year, showed a 25.6% decline in the passenger number and cargo units transported decreased by 35.2%.
The Group's restaurants and shop sales increased by EUR 9 million or 6.8% in the third quarter, compared to the same period last year, the sales growth is supported mainly by the growth in the passenger number. The upgrades to restaurant and shop concept throughout the fleet in past year, combined with the operational changes, have resulted in higher average on-board revenue per passenger.
The revenue from the chartered out vessels has reduced in the third quarter compared to the same period last year due to fewer ships in charter. Two ships previously in charter were sold in the second quarter of 2015.
In the third quarter, the summer period high season, the Group experienced strong price competition. The proactive marketing activities, improved visibility of sales campaigns and earlier investments into increasingly important online sales solutions has enabled the Group to reclaim the market share on its main routes and increase the total revenue.
In February 2015 AS Tallink Grupp signed a contract for the construction of the new generation LNG powered fast ferry. The new fast ferry is being built by Meyer Turku Oy and will cost around 230 million euros. The start of production of the new LNG fast ferry was celebrated on the 4th of August 2015 at Meyer Turku shipyard and the delivery of the vessel is planned in the beginning of 2017. The new LNG fast ferry is going to operate on the Tallinn-Helsinki route shuttle service.
In order to be ready for the delivery of the new generation LNG fast ferry to the Tallinn-Helsinki route early 2017, the Group has decided to sell the fast ferry Superstar, at present operating on the route shuttle service. The fast ferry Superstar will be sold to Corsica Ferries Group, concurrently the parties have entered into bareboat charter agreement and the Group will continue to operate the fast ferry Superstar on its Tallinn-Helsinki route shuttle service until the beginning of 2017, when the new LNG fast ferry will start to operate on the route. Change of the ownership of the fast ferry Superstar and start of the charter period is planned in December 2015.
In the third quarter of the 2015 financial year the Group's gross profit amounted to EUR 84.8 million and EBITDA to EUR 76.8 million being respectively EUR 15.2 million and EUR 12.9 million more compared to the same period last year. The increase in the Group's results is mainly attributed to the growth in passenger number, higher on-board revenue per passenger and decreased costs related to operations.
The Group's net debt decreased by EUR 30.8 million to a total of EUR 583.6 million and the net debt to EBITDA ratio was 3.0 at the end of third quarter. The Group's interest cost reduced by EUR 2.9 million, combined with less gain from foreign exchange revaluations, the total finance costs increased by EUR 1.3 million compared to the third quarter last year.
The unaudited net profit for the third quarter of the 2015 financial year was EUR 45.2 million or EUR 0.07 per share compared to the net profit of EUR 36.2 million or EUR 0.05 per share in the same period last year. The Group's net profit for the nine months of the 2015 financial year was EUR 60.4 million or EUR 0.09 per share compared to the EUR 18.9 million or EUR 0.03 per share in the same period last year.
The total dividend of EUR 13.4 million (0.02 euros per share) was paid out in the beginning of July 2015 according to the decision of Annual General Meeting from June 2015.
Cash flow from operations increased by EUR 4.5 million in third quarter compared to the same period last year. The total liquidity, cash and unused credit facilities, at the end of the third quarter was EUR 100.4 million providing a strong financial position. At the end of the third quarter of 2015 the Group had EUR 79.1 million in cash and equivalents and the total of unused credit lines were at EUR 21.3 million.
| 2015 July-Sep |
2014 July-Sep |
Change | ||
|---|---|---|---|---|
| Revenue | EUR million | 273.6 | 262.7 | 4.2% |
| Gross profit | EUR million | 84.8 | 69.6 | 21.8% |
| Gross margin | 31.0% | 26.5% | ||
| EBITDA | EUR million | 76.8 | 64.0 | 20.1% |
| EBITDA margin | 28.1% | 24.4% | ||
| Net profit for the period | EUR million | 45.2 | 36.2 | 25.1% |
| Net profit margin | 16.5% | 13.8% | ||
| Depreciation and amortization | EUR million | 18.4 | 19.3 | -4.7% |
| Investments | EUR million | 11.3 | 10.6 | 6.6% |
| Weighted average number of ordinary shares outstanding |
669,882,040 | 669,882,040 | 0.0% | |
| Earnings per share | EUR | 0.07 | 0.05 | 25.1% |
| Number of passengers | 2,701,412 | 2,561,257 | 5.5% | |
| Number of cargo units | 76,062 | 76,830 | -1.0% | |
| Average number of employees | 7,040 | 7,181 | -2.0% | |
| 30.09.2015 | 30.06.2015 | |||
| Total assets | EUR million | 1,652.6 | 1,665.5 | -0.8% |
| Interest-bearing liabilities | EUR million | 662.7 | 695.5 | -4.7% |
| Equity ratio | 49.9% | 46.8% | |
|---|---|---|---|
| Net debt to EBITDA | 3.0 | 3.4 |
Net debt EUR million 583.6 614.5 -5.0% Total equity EUR million 825.3 780.2 5.8%
| Number of ordinary shares outstanding1 | 669,882,040 | 669,882,040 | 0.0% | |
|---|---|---|---|---|
| Shareholders' equity per share | EUR | 1.23 | 1.16 | 5.8% |
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 | 2014 | 2014 | 2015 | 2015 | 2015 | y-o-y |
| Ticket sales | 76.1 | 51.2 | 38.1 | 61.1 | 78.3 | 3.0% |
| Restaurant & shop sales | 132.1 | 118.5 | 100.6 | 134.1 | 141.1 | 6.8% |
| Cargo sales | 25.1 | 24.6 | 25.9 | 27.2 | 25.4 | 1.2% |
| Accommodation sales | 6.4 | 4.0 | 3.0 | 5.2 | 6.3 | -1.4% |
| Leases of vessels | 14.1 | 16.2 | 15.7 | 13.2 | 12.1 | -13.8% |
| Other sales | 8.9 | 9.7 | 6.9 | 13.0 | 10.3 | 15.8% |
| Total revenue | 262.7 | 224.1 | 190.2 | 253.9 | 273.6 | 4.2% |
The following table provides an overview of the quarterly sales and result development by geographical segments:
| Q3 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q3 | Q4 | Q1 | Q2 | Q3 | change | |||
| 2014 | 2014 | 2015 | 2015 | 2015 | y-o-y | |||
| Finland- | Passengers | th. | 1,325 | 1,082 | 918 | 1,233 | 1,443 | 8.9% |
| Estonia | Cargo units | th. | 44 | 43 | 47 | 51 | 51 | 15.3% |
| Revenue | mil.EUR | 91.2 | 81.0 | 66.8 | 89.7 | 96.3 | 5.6% | |
| Segment result | mil.EUR | 26.1 | 23.7 | 12.6 | 24.5 | 30.0 | 15.2% | |
| Finland- | Passengers | th. | 778 | 636 | 585 | 748 | 843 | 8.4% |
| Sweden | Cargo units | th. | 20 | 23 | 17 | 17 | 14 | -28.8% |
| Revenue | mil.EUR | 93.5 | 77.9 | 68.2 | 88.1 | 99.6 | 6.5% | |
| Segment result | mil.EUR | 10.2 | 0.2 | -5.1 | 6.2 | 16.4 | 60.4% | |
| Sweden- | Passengers | th. | 273 | 217 | 196 | 253 | 277 | 1.5% |
| Estonia | Cargo units | th. | 11 | 11 | 9 | 9 | 10 | -8.3% |
| Revenue | mil.EUR | 31.1 | 22.9 | 19.3 | 27.3 | 32.2 | 3.6% | |
| Segment result | mil.EUR | 5.8 | 0.1 | -2.9 | 1.9 | 6.7 | 16.5% | |
| Sweden- | Passengers | th. | 186 | 116 | 95 | 123 | 138 | -25.6% |
| Latvia | Cargo units | th. | 3 | 2 | 2 | 2 | 2 | -35.2% |
| Revenue | mil.EUR | 17.9 | 10.1 | 8.1 | 11.0 | 13.5 | -24.7% | |
| Segment result | mil.EUR | 4.1 | 0.4 | -0.4 | 1.3 | 3.8 | -5.7% | |
| Other | Revenue | mil.EUR | 32.3 | 34.7 | 29.6 | 40.4 | 35.2 | 9.0% |
| Segment result | mil.EUR | 8.4 | 9.2 | 6.6 | 12.1 | 12.7 | 51.6% | |
| Inter segment sales | mil.EUR | -3.4 | -2.4 | -1.8 | -2.7 | -3.3 | 2.2% | |
| Total revenue | mil.EUR | 262.7 | 224.1 | 190.2 | 253.9 | 273.6 | 4.2% | |
| EBITDA | mil.EUR | 64.0 | 41.1 | 19.5 | 55.2 | 76.8 | 20.1% | |
| Total segment result | mil.EUR | 54.5 | 33.6 | 10.9 | 45.9 | 69.7 | 27.9% | |
| Net profit/-loss | mil.EUR | 36.2 | 8.4 | -13.3 | 28.5 | 45.2 | 25.1% |
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 2015 and 2014 financial years.
| Q3 | Q3 | Q3 | 9 months | 9 months | 9 months | |
|---|---|---|---|---|---|---|
| 2015 | 2014 | change | 2015 | 2014 | change | |
| Passengers | 2,701,412 | 2,561,257 | 5.5% | 6,850,865 | 6,830,322 | 0.3% |
| Finland – Estonia | 1,443,227 | 1,324,963 | 8.9% | 3,594,043 | 3,436,040 | 4.6% |
| Finland – Sweden | 842,975 | 777,727 | 8.4% | 2,175,506 | 2,077,733 | 4.7% |
| Sweden – Estonia | 277,223 | 273,014 | 1.5% | 725,303 | 756,161 | -4.1% |
| Sweden – Latvia | 137,987 | 185,553 | -25.6% | 356,013 | 560,388 | -36.5% |
| Cargo Units | 76,062 | 76,830 | -1.0% | 229,893 | 232,676 | -1.2% |
| Finland – Estonia | 50,578 | 43,862 | 15.3% | 148,266 | 124,904 | 18.7% |
| Finland – Sweden | 14,147 | 19,868 | -28.8% | 47,898 | 64,486 | -25.7% |
| Sweden – Estonia | 9,710 | 10,589 | -8.3% | 28,411 | 31,691 | -10.3% |
| Sweden – Latvia | 1,627 | 2,511 | -35.2% | 5,318 | 11,595 | -54.1% |
| Passenger Vehicles | 358,009 | 354,302 | 1.0% | 868,161 | 868,363 | 0.0% |
| Finland – Estonia | 247,613 | 235,499 | 5.1% | 631,698 | 608,750 | 3.8% |
| Finland – Sweden | 69,762 | 70,100 | -0.5% | 135,837 | 135,166 | 0.5% |
| Sweden – Estonia | 23,569 | 24,899 | -5.3% | 56,569 | 58,837 | -3.9% |
| Sweden – Latvia | 17,065 | 23,804 | -28.3% | 44,057 | 65,610 | -32.9% |
The Group's market shares on the routes operated during a 12 month period ending 30 September 2015 were as follows:
30 September 2015 the Group employed 6,631 employees (6,778, 30 September 2014). 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 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | change | 2015 | 2014 | change | 30.09.15 | 30.09.14 | change | |
| Onshore total | 1,600 | 1,607 | -0.4% | 1,552 | 1,574 | -1.4% | 1,564 | 1,549 | 1.0% |
| Estonia | 799 | 807 | -1.0% | 779 | 806 | -3.3% | 810 | 794 | 2.0% |
| Finland | 516 | 508 | 1.6% | 491 | 489 | 0.4% | 492 | 479 | 2.7% |
| Sweden | 205 | 208 | -1.4% | 203 | 194 | 4.6% | 183 | 198 | -7.6% |
| Latvia | 65 | 70 | -7.1% | 65 | 71 | -8.5% | 64 | 64 | 0.0% |
| Germany | 5 | 4 | 25.0% | 4 | 4 | 0.0% | 5 | 4 | 25.0% |
| Russia | 10 | 10 | 0.0% | 10 | 10 | 0.0% | 10 | 10 | 0.0% |
| At sea | 4,786 | 4,946 | -3.2% | 4,661 | 4,847 | -3.8% | 4,459 | 4,627 | -3.6% |
| Hotel | 654 | 628 | 4.1% | 629 | 610 | 3.1% | 608 | 602 | 1.0% |
| Total | 7,040 | 7 181 | -2.0% | 6 842 | 7 031 | -2.7% | 6 631 | 6 778 | -2.2% |
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 2015:
The Group also owns 34% of AS Tallink Takso.
The Group's dormant subsidiary OÜ Mare Pharmaci name was changed to OÜ Mare Catering on 5 October 2015. The subsidiary's new main activity will be onboard food offering.
The following chart displays the shareholder structure of AS Tallink Grupp as of 30 September 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
The start of production of Tallink's new generation LNG powered fast ferry for the Tallinn-Helsinki route was celebrated on the 4th of August 2015 at Meyer Turku shipyard. The new fast ferry will cost around 230 million euros, 20% of the total cost will be paid during the construction period and remaining 80% upon the delivery of the vessel in the beginning of 2017. By the end of third quarter AS Tallink Grupp has made total EUR 23 million down payment for the new vessel, next tranches of down payment, EUR 11.5 million each, are payable in April 2016 and July 2016. Remaining EUR 184 million is financed with loan and will be paid upon the delivery of the vessel in the beginning of 2017.
AS Tallink Grupp's subsidiary Tallink Line Ltd. and Nordea Bank Finland Plc signed the loan agreement in amount of EUR 184 million with maturity of twelve years from drawdown to finance the purchase of the new LNG fast ferry. Finnish Export Credit Agency "Finnvera" guarantees 95% of this post-delivery buyer credit and the loan bears OECD Commercial Interest Reference Rate (CIRR) based fixed interest rate.
AS Tallink Grupp subsidiary Tallink Superfast Ltd has entered into agreement with Medinvest SPA (Corsica Ferries Group) to sell the fast ferry Superstar at price of EUR 91.5 million. Concurrently the parties have entered into bareboat charter agreement and the Group will continue 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 same route. Change of the ownership of the fast ferry Superstar and start of the charter period is planned in December 2015.
The sale of the fast ferry Superstar will result in one-off book loss from sale approximately EUR 7.6 million in the fourth quarter of 2015 financial year. The cash proceeds from the sale will be used mainly to repay loans to continue the deleveraging strategy and for the down payment of the new LNG fast ferry under construction. The Group expects to incur one-off costs from premature termination of the loan contract, related to the sale of the vessel. The Group's net debt is expected to decrease from the transaction and the net debt to EBITDA ratio will be further improved looking forward to the end of fourth quarter of the financial year 2015.
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.
In the first half year of 2015 the positive effect from chartering activities has been clearly visible as in the comparable period last year fewer ships were in charter. The revenue from the chartering has reduced in the third quarter compared to the same period last year due to two ships previously in charter, were sold in the second quarter of 2015. Looking forward to the fourth quarter of the 2015 financial year the chartering revenues will decrease compared to the previous year as fewer ships are in charter. At the reporting date it is known that the charter of the ferry Silja Europa will continue until the beginning of 2016.
Looking forward to the fourth quarter of 2015, the 0.1% sulphur Gasoil forward curve shows higher prices compared to the 1% suplhur Fuel Oil prices in the fourth quarter of 2014 (due to new sulphur regulations the Group is using cleaner but more expensive fuel from the beginning of 2015). Therefore the fuel price in the fourth quarter of 2015 is expected to be higher compared to same period last 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.
With an aim to increase revenue generation, improvements in product development continue being made, emphasis is on retail sales and upgrades to the public areas on the vessels. Cost reductions in some areas are processed in order to adapt with the changed economic environment. The changes in operations done during the past year and cost reductions resulted in a higher profitability in the past quarters and the management expects the effect to continue and result in an improvement in the results for the 2015 financial year.
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 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 Andres Hunt
Lembit Kitter Kadri Land Member of the Management Board Member of the Management Board
Chairman of the Management Board Vice Chairman of the Management Board
Tallinn, 12.11.2015
| (unaudited, in thousands of euros) | 01.07.2015- 30.09.2015 |
01.07.2014- 30.09.2014 |
01.01.2015- 30.09.2015 |
01.01.2014- 30.09.2014 |
|---|---|---|---|---|
| Revenue (Note 3) | 273,557 | 262,656 | 717,572 | 697,325 |
| Cost of sales | -188,803 | -193,085 | -544,341 | -565,007 |
| Gross profit | 84,754 | 69,571 | 173,231 | 132,318 |
| Marketing expenses | -15,085 | -15,084 | -46,801 | -46,883 |
| Administrative expenses | -10,992 | -10,296 | -34,310 | -35,573 |
| Other income | -125 | 462 | 1,360 | 987 |
| Other expenses | -156 | -18 | -737 | -358 |
| Result from operating activities | 58,396 | 44,635 | 92,743 | 50,491 |
| Finance income (Note 4) | 2,210 | 3,270 | 9,507 | 7,137 |
| Finance costs (Note 4) | -12,039 | -11,747 | -32,647 | -33,384 |
| Profit/-loss before income tax | 48,567 | 36,158 | 69,603 | 24,244 |
| Income tax | -3,355 | -8 | -9,205 | -5,367 |
| Net profit/-loss for the period | 45,212 | 36,150 | 60,398 | 18,877 |
| Other comprehensive income/-expense | ||||
| Items that may be reclassified to profit or loss | ||||
| Exchange differences on translating foreign | -202 | 36 | -256 | 44 |
| operations | ||||
| Other comprehensive income/-expense for the | ||||
| period | -202 | 36 | -256 | 44 |
| Total comprehensive income/-expense for the | ||||
| period | 45,010 | 36,186 | 60,142 | 18,921 |
| Earnings per share (in EUR per share) | ||||
| - basic (Note 5) | 0.07 | 0.05 | 0.09 | 0.03 |
| - diluted (Note 5) | 0.07 | 0.05 | 0.09 | 0.03 |
(unaudited, in thousands of euros)
| ASSETS | 30.09.2015 | 31.12.2014 | |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 79,107 | 65,311 | |
| Trade and other receivables | 42,022 | 38,210 | |
| Prepayments | 10,938 | 5,448 | |
| Inventories | 28,676 | 31,315 | |
| Total current assets | 160,743 | 140,284 | |
| Non-current assets | |||
| Investments in equity-accounted investees | 286 | 286 | |
| Other financial assets | 315 | 252 | |
| Deferred income tax assets | 21,349 | 21,338 | |
| Investment property | 300 | 300 | |
| Property, plant and equipment (Note 7) | 1,416,648 | 1,467,964 | |
| Intangible assets (Note 8) | 52,941 | 55,174 | |
| Total non-current assets | 1,491,839 | 1,545,314 | |
| TOTAL ASSETS | 1,652,582 | 1,685,598 | |
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Interest bearing loans and borrowings (Note 9) | 139,672 | 149,850 | |
| Trade and other payables | 83,546 | 91,236 | |
| Income tax liability | 6,800 | 1,300 | |
| Deferred income | 30,254 | 29,408 | |
| Derivatives (Note 6) | 43,985 | 41,982 | |
| Total current liabilities | 304,257 | 313,776 | |
| Non-current liabilities | |||
| Interest bearing loans and borrowings (Note 9) | 523,062 | 593,532 | |
| Total non-current liabilities | 523,062 | 593,532 | |
| TOTAL LIABILITIES | 827,319 | 907,308 | |
| EQUITY | |||
| Equity attributable to equity holders of the parent | |||
| Share capital | 404,290 | 404,290 | |
| Share premium | 639 | 639 | |
| Reserves | 71,465 | 70,129 | |
| Retained earnings | 348,869 | 303,232 | |
| Total equity attributable to equity holders of the parent | 825,263 | 778,290 | |
| TOTAL EQUITY | 825,263 | 778,290 | |
| TOTAL LIABILITIES AND EQUITY | 1,652,582 | 1,685,598 | |
| (unaudited, in thousands of euros) | 01.01.2015- 30.09.2015 |
01.01.2014- 30.09.2014 |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit/-loss for the period | 60,398 | 18,877 | |
| Adjustments | 91,250 | 92,806 | |
| Changes in receivables and prepayments related to operating | -8,089 | -6,165 | |
| activities | |||
| Changes in inventories | 2,639 | 5,077 | |
| Changes in liabilities related to operating activities | -7,103 | -3,973 | |
| Income tax paid | -490 | 108 | |
| 138,605 | 106,730 | ||
| Cash flow used in investing activities | |||
| Purchase of property, plant and equipment and intangible assets | -29,823 | -30,919 | |
| (Notes 7, 8, 9) | |||
| Proceeds from disposals of property, plant and equipment | 25,004 | 180 | |
| Interest received | 57 | 78 | |
| -4,762 | -30,661 | ||
| Cash flow used in financing activities | |||
| Repayment of loans (Note 9) | -68,962 | -59,946 | |
| Change in overdraft (Note 9) | -8,700 | 31,069 | |
| Payment of finance lease liabilities (Note 9) | -60 | -54 | |
| Interest paid | -21,485 | -24,574 | |
| Payments for settlement of derivatives | -3,195 | -3,033 | |
| 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 | |
| -120,047 | -81,976 | ||
| TOTAL NET CASH FLOW | 13,796 | -5,907 | |
| Cash and cash equivalents: | |||
| - at the beginning of period | 65,311 | 72,012 | |
| - increase (+) / decrease (-) | 13,796 | -5,907 | |
| - at the end of period | 79,107 | 66,105 |
Transactions with owners, recognised
| (unaudited, in thousands of euros) | Share capital |
Share premium |
Translation reserve |
Ships revaluation reserve |
Mandatory legal reserve |
Reserve for treasury shares |
Share option programme reserve |
Retained earnings |
Equity attributable to equity holders of |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 18,877 | 18,877 | 18,877 |
| Total other comprehensive income and expense | 0 | 0 | 44 | 0 | 0 | 0 | 0 | 0 | 44 | 44 |
| Total comprehensive income and expense | ||||||||||
| for the period | 0 | 0 | 44 | 0 | 0 | 0 | 0 | 18,877 | 18,921 | 18,921 |
| Transaction with owners of the company | ||||||||||
| Transfer from profit for 2013 |
0 | 0 | 0 | 0 | 2,171 | 0 | 0 | -2,171 | 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 | 231 | 0 | 231 | 231 |
| Transactions with owners, recognised | ||||||||||
| directly in equity | 0 | 0 | 0 | 0 | 2,171 | 0 | 231 | -22,267 | -19,865 | -19,865 |
| As at 30 September 2014 |
404,290 | 639 | 56 | 56,777 | 18,822 | -4,163 | 1,065 | 292,633 | 770,119 | 770,119 |
| 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 (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 | 229 | 0 | 229 | 229 |
directly in equity 0 0 0 0 1,363 0 229 -14,761 -13,169 -13,169
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 2015 were authorised for issue in accordance with a resolution of the Management Board on 12 November 2015. AS Tallink Grupp is a limited company incorporated in Estonia and employed 6,631 people at 30 September 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)
| 01.01.2015-30.09.2015 | 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 |
| 01.01.2014-30.09.2014 | Estonia- Finland route |
Estonia- Sweden route |
Latvia- Sweden route |
Finland- Sweden route |
Other | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 240,729 | 79,555 | 49,904 | 246,094 | 81,043 | 0 | 697,325 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 8,150 | -8,150 | 0 |
| 240,729 | 79,555 | 49,904 | 246,094 | 89,193 | -8,150 | 697,325 | |
| Segment result | 59,231 | 4,576 | 904 | 2,730 | 17,994 | 0 | 85,435 |
| Unallocated expenses | -34,944 | ||||||
| Net financial items (Note 4) | -26,247 | ||||||
| Profit/-loss before income tax | 24,244 |
| (in thousands of euros) | 01.01.2015- 30.09.2015 |
01.01.2014- 30.09.2014 |
|---|---|---|
| Ticket sales | 177,573 | 179,269 |
| Sales of cargo transport | 78,531 | 78,424 |
| Sales of accommodation | 14,514 | 15,007 |
| Restaurant and shops sales on-board and on | ||
| mainland | 375,748 | 369,013 |
| Income from charter of vessels | 41,053 | 30,903 |
| Other | 30,153 | 24,709 |
| Total revenue of the Group | 717,572 | 697,325 |
| (in thousands of euros) | 01.01.2015- | 01.01.2014- |
|---|---|---|
| 30.09.2015 | 30.09.2014 | |
| Net foreign exchange gains | 5,528 | 0 |
| Income from interest rate swaps | 3,959 | 1,274 |
| Income from foreign exchange derivatives | 0 | 5,800 |
| Interest income arising from financial assets not | ||
| measured at fair value through profit or loss | 20 | 63 |
| Total finance income | 9,507 | 7,137 |
| Net foreign exchange losses | 0 | -1,256 |
| Interest expense arising from financial liabilities | ||
| measured at amortised cost | -23,490 | -26,933 |
| Expenses from interest rate swaps | -3,195 | -5,195 |
| Expenses from foreign exchange derivatives | -5,962 | 0 |
| Total finance costs | -32,647 | -33,384 |
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.
| 01.07.2015- | 01.07.2014- | 01.01.2015- | 01.01.2014- | |
|---|---|---|---|---|
| 30.09.2015 | 30.09.2014 | 30.09.2015 | 30.09.2014 | |
| 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 | 45,212 | 36,150 | 60,398 | 18,877 |
| Earnings per share, basic (in EUR per share) | 0.07 | 0.05 | 0.09 | 0.03 |
| Earnings per share, diluted (in EUR per share) | 0.07 | 0.05 | 0.09 | 0.03 |
| (pcs) | 01.07.2015- | 01.07.2014- | 01.01.2015- | 01.01.2014- |
|---|---|---|---|---|
| 30.09.2015 | 30.09.2014 | 30.09.2015 | 30.09.2014 | |
| 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 30.09.2015 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 30.09.2015 is EUR -14,605 thousand. The fair value of the cross-currency rate derivatives recognized in the current interim financial statements as of 30.09.2015 is EUR -29,380 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 | 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 | ||
| As at 30 September 2015 | |||||
| -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 |
| 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 | 51 | 19,773 | 3,785 | 5,774 | 29,383 |
| Exchange rate differences | 0 | 0 | 3 | 0 | 3 |
| Disposals | 0 | 0 | -181 | 0 | -181 |
| Depreciation for the period | -842 | -51,095 | -2,939 | 0 | -54,876 |
| Book value as at 30 September | |||||
| 2014 | 4,050 1,447,708 | 10,240 | 8,226 1,470,224 | ||
| As at 30 September 2014 | |||||
| -gross carrying amount | 12,833 1,695,311 | 30,199 | 8,226 1,746,569 | ||
| -accumulated depreciation | -8,783 | -247,603 | -19,959 | 0 | -276,345 |
(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 | 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 |
| Goodwill | Trademark | Others | Total | |
| Book value as at 31 December 2013 | 11,066 | 36,418 | 10,441 | 57,925 |
| Additions | 0 | 0 | 1,783 | 1,783 |
| Amortisation for the period | 0 | -2,187 | -1,976 | -4,163 |
| Book value as at 30 September 2014 | 11,066 | 34,231 | 10,248 | 55,545 |
| As at 30 September 2014 | ||||
| -cost | 11,066 | 58,288 | 27,255 | 96,609 |
(in thousands of euros)
| 31 December 2014 |
New loans |
Repayments | Exchange rate |
Other changes [1] |
30 September 2015 |
|
|---|---|---|---|---|---|---|
| differences | ||||||
| Liabilities under finance | ||||||
| lease | 358 | 30 | -60 | 0 | -17 | 311 |
| Unsecured bonds | 98,636 | 0 | 0 | -5,010 | 182 | 93,808 |
| Overdraft | 62,449 | 0 | -8,700 | 0 | 0 | 53,749 |
| Long-term bank loans | 581,939 | 0 | -68,962 | 0 | 1,889 | 514,866 |
| TOTAL | 743,382 | 30 | -77,722 | -5,010 | 2,054 | 662,734 |
| incl. current portion | 149,850 | 139,672 | ||||
| Non-current portion | 593,532 | 523,062 |
[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 206,199 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 308,667 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 2015 the maximum number of authorised common shares is 2,133,333,333.
At 30 September 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 30 September 2015 7,318,638 share options were valid and outstanding. Average remaining time to maturity of the outstanding share options is 3-9 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) | ||||
|---|---|---|---|---|
| 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 | 0 | 2,466 | 0 | 327 |
| Eesti Laevaomanike Liit | 1 | 14 | 0 | 0 |
| MTÜ Eesti Tennise Liit | 11 | 82 | 7 | 0 |
| 9 months of 2014 | Sales to | Purchases from | Receivables from | Payables |
| or 30.09.2014 | related parties | related parties | related parties to related parties | |
| AS Infortar | 174 | 35 | 117 | 5 |
| AS HT Valuuta | 87 | 0 | 4 | 0 |
| AS Vara HTG | 0 | 1,438 | 0 | 0 |
| OÜ Mersok | 0 | 7 | 0 | 0 |
| AS Vaba Maa | 10 | 485 | 2 | 20 |
| OÜ Sunbeam | 0 | 2,590 | 0 | 0 |
| AS Gastrolink | 0 | 872 | 1 | 42 |
| AS Tallink Takso | 1 | 50 | 0 | 7 |
| OÜ Topspa Kinnisvara | 0 | 1,975 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 634 | 0 | 0 |
| OÜ Fastinvest | 0 | 928 | 0 | 0 |
| SIA Happy Trails | 0 | 2,473 | 0 | 328 |
| Eesti Laevaomanike Liit | 0 | 14 | 0 | 0 |
| MTÜ SEB Tallink Tennis Team | 0 | 50 | 0 | 0 |
| OÜ Inf Maja MTÜ Eesti Tennise Liit |
3 19 |
0 162 |
1 7 |
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 third quarter of the financial year 2015 ended 30 September 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 Andres Hunt
Lembit Kitter Kadri Land
Chairman of the Management Board Vice Chairman of the Management Board
Member of the Management Board Member of the Management Board
Tallinn, 12.11.2015
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