Quarterly Report • Feb 27, 2014
Quarterly Report
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| Beginning of the financial year | 1. January 2013 |
|---|---|
| End of the financial year | 31. December 2013 |
| 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 Interim Consolidated Financial Statements for the twelve months of the 2013 financial year |
|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 12 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 13 |
| CONSOLIDATED CASH FLOW STATEMENT | 14 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
15 |
| Notes to the unaudited interim consolidated financial statements twelve months of the 2013 financial year |
16-21 |
| MANAGEMENT BOARD'S APPROVAL TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
22 |
AS Tallink Grupp and its subsidiaries (the Group) carried a total of 9.11 million passengers in the 2013 financial year which is 1.6% less than the year before. The Group's unaudited consolidated revenue remained on the previous year's level with EUR 942.0 million. Gross profit was EUR 190.2 million, EBITDA EUR 156.2 million. Unaudited net profit amounted to EUR 43.3 million or EUR 0.06 per share, which is a 23.1% decrease compared to the previous year.
In the fourth quarter (1 October - 31 December) of the 2013 financial year the Group carried 2.1 million passengers, 1% more compared to the same period last year. The Group's consolidated revenue amounted to EUR 224.0 million, EUR 1.2 million more compared to the same period last year. The Group's EBITDA amounted to EUR 29.8 million, 7.1% less compared to the same period last year. The unaudited net profit for the fourth quarter increased by 31.8% to EUR 7.5 million.
The 2013 financial year ticket and cargo sales showed a 3.4% and 2.7% increase respectively. Due to the decline in the passenger numbers on the Finland-Sweden routes caused by increased competition and structural changes the shop and restaurant sales experienced a 2.0% decline. Although there was a slight decrease in shop and restaurant sales, spending per passenger stayed on last year's level. As a result of upgrading the fleet growth continued on the Riga-Stockholm route in the 2013 financial year, showing an 8.4% increase in revenue and the result for the financial year was positive for the first time since the route was opened in 2006.
During the 2013 financial year the Group's operations were affected by an overall weak macroeconomic environment in the region. The Nordic countries which are the Group's main markets continue to experience noticeable slowdown in their economies and there is an impact to the Group's passengers' spending behaviour. Net profit was also affected by a tax expense of EUR 3.8 million.
The lower fuel price levels throughout the year had a positive effect on the 2013 results, the Group's overall fuel cost was circa 10% or EUR 14 million lower compared to the same period last year. Meanwhile there was raise in the ships operating costs and port fees.
The Group was successful in generating a higher cash flow from operating activities both in the fourth quarter and for the twelve months 48.4 million and 168.4 million respectively compared to the same period last year. The total liquidity, cash and unused credit facilities at the end of the fourth quarter were EUR 104 million providing a strong position for sustainable operations. At the end of the fourth quarter 2013 the Group had EUR 72 million in cash and equivalents and the total of unused credit lines were at EUR 32 million.
The Group successfully continued the deleveraging strategy and the net debt decreased by EUR 52 million to a total of EUR 722 million in the 2013 financial year.
The 2013 financial year result did not meet the management's expectations. Due to adverse macroeconomic developments in the region and the increased competition on Finland-Sweden routes the results for this year did not reach the previous year's level. With an aim to increase revenue generation improvements in product development are being made, emphasis is on retail sales and upgrades to the public areas on selected vessels. Cost reductions in some areas are processed in order to adapt with the changed economic environment. The management expects an improvement in the results for the 2014 financial year.
In management's opinion, the Group's financial position allows the Group to pay dividends. Management will propose to the shareholders' general meeting a dividend distribution of EUR 0.03 per share, i.e. EUR 20,096,461 in aggregate.
| Q4 KEY FIGURES |
2013 Oct-Dec |
2012 Oct-Dec |
Change | |
|---|---|---|---|---|
| Revenue | EUR million | 224.0 | 222.8 | 0.5% |
| Gross profit | EUR million | 37.1 | 40.0 | -7.1% |
| Gross margin (%) | 16.6% | 17.9% | ||
| EBITDA | EUR million | 29.8 | 32.1 | -7.1% |
| EBITDA margin (%) | 13.3% | 14.4% | ||
| Net profit for the period | EUR million | 7.5 | 5.7 | 31.8% |
| Net profit margin (%) | 3.36% | 2.56% | ||
| Depreciation and amortization | EUR million | 18.6 | 17.9 | 4.0% |
| Investments | EUR million | 5.0 | 0.6 | 800.0% |
| Weighted average number of ordinary shares outstanding | 669 882 040 | 669 882 040 | ||
| Earnings per share | EUR | 0.01 | 0.01 | 31.8% |
| Number of passengers | 2 148 204 | 2 133 163 | 0.7% | |
| Number of cargo units | 78 771 | 70 457 | 6.2% | |
| Average number of employees | 6 898 | 6 799 | 1.5% |
| 31.12.2013 | 30.09.2013 | |||
|---|---|---|---|---|
| Total assets | EUR million | 1 722.1 | 1 723.1 | -0.1% |
| Interest-bearing liabilities | EUR million | 794.3 | 808.1 | -1.7% |
| Net debt | EUR million | 722.3 | 758.1 | -4.7% |
| Total equity | EUR million | 771.1 | 763.4 | 1.0% |
| Equity ratio (%) | 44.8% | 44.3% | ||
| Net debt to EBITDA | 4.6 | 4.8 | ||
| Number of ordinary shares outstanding1 | 669 882 040 | 669 882 040 | 0% | |
| Shareholders' equity per share | EUR | 1.15 | 1.14 | 1.0% |
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:
| Q4 | Q1 | Q2 | Q3 | Q4 | change | |
|---|---|---|---|---|---|---|
| in EUR millions | 2012 | 2013 | 2013 | 2013 | 2013 | y-o-y |
| Ticket sales | 50.4 | 44.0 | 66.0 | 86.2 | 53.0 | 5.1% |
| Restaurant & shop sales | 128.6 | 106.3 | 133.2 | 142.9 | 124.9 | -2.9% |
| Cargo sales | 25.3 | 24.5 | 28.4 | 25.9 | 26.7 | 5.6% |
| Accommodation sales | 3.5 | 3.1 | 4.8 | 6.1 | 4.0 | 14.3% |
| Leases of vessels | 7.5 | 7.3 | 7.3 | 8.8 | 7.4 | -2.0% |
| Other sales | 7.4 | 5.4 | 9.3 | 8.5 | 7.9 | 6.7% |
| Total revenue | 222.8 | 190.6 | 249.0 | 278.4 | 224.0 | 0.5% |
The following table provides an overview of the quarterly sales and result development by geographical segments:
| Q4 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q4 | Q1 | Q2 | Q3 | Q4 | change | |||
| 2012 | 2013 | 2013 | 2013 | 2013 | y-o-y | |||
| Finland- | Passengers | th. | 1 076 | 895 | 1 208 | 1 371 | 1 102 | 2.4% |
| Estonia | Cargo units | th. | 32 | 29 | 40 | 39 | 39 | 21.8% |
| Revenue | mil.EUR | 75.5 | 61.8 | 84.3 | 90.9 | 80.4 | 6.4% | |
| Segment result | mil.EUR | 20.4 | 9.3 | 23.5 | 28.4 | 21.8 | 6.9% | |
| Finland- | Passengers | th. | 693 | 631 | 700 | 823 | 656 | -5.3% |
| Sweden | Cargo units | th. | 24 | 24 | 24 | 22 | 25 | 5.2% |
| Revenue | mil.EUR | 84.2 | 75.0 | 86.4 | 100.9 | 80.9 | -3.9% | |
| Segment result | mil.EUR | 1.2 | -5.2 | 5.3 | 14.9 | 0.3 | -77.9% | |
| Sweden- | Passengers | th. | 211 | 213 | 240 | 283 | 218 | 3.4% |
| Estonia | Cargo units | th. | 10 | 10 | 11 | 10 | 10 | 0.8% |
| Revenue | mil.EUR | 25.4 | 21.3 | 27.5 | 33.2 | 23.0 | -9.5% | |
| Segment result | mil.EUR | 0.6 | -1.7 | 2.6 | 7.7 | -1.0 | -269.7% | |
| Sweden- | Passengers | th. | 153 | 156 | 204 | 242 | 172 | 12.2% |
| Latvia | Cargo units | th. | 5 | 5 | 5 | 4 | 5 | -0.7% |
| Revenue | mil.EUR | 14.5 | 13.8 | 18.7 | 23.8 | 15.6 | 7.6% | |
| Segment result | mil.EUR | -2.0 | -2.5 | 0.1 | 4.7 | -1.2 | 41.7% | |
| Other | Revenue | mil.EUR | 25.1 | 20.2 | 34.9 | 33.2 | 26.5 | 5.5% |
| Segment result | mil.EUR | 2.6 | 0.3 | 7.9 | 8.1 | 3.6 | 37.9% | |
| Inter segment sales | mil.EUR | -1.9 | -1.5 | -2.8 | -3.6 | -2.4 | 22.8% | |
| Total revenue | mil.EUR | 222.8 | 190.6 | 249.0 | 278.4 | 224.0 | 0.5% | |
| EBITDA | mil.EUR | 32.1 | 7.0 | 46.8 | 72.5 | 29.8 | -7.1% | |
| Total segment result | mil.EUR | 22.8 | 0.1 | 39.4 | 63.9 | 23.5 | 3.0% | |
| Net profit/-loss | mil.EUR | 5.7 | -17.5 | 9.3 | 44.0 | 7.5 | 31.8% |
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 a 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 2013 and 2012 financial years.
| Q4 | Q4 | 12 months | 12 months | |||
|---|---|---|---|---|---|---|
| 2013 | 2012 | Change | 2013 | 2012 | Change | |
| Passengers | 2 148 204 | 2 133 163 | 0.7% | 9 114 812 | 9 264 561 | -1.6% |
| Finland-Sweden | 656 344 | 693 402 | -5.3% | 2 810 290 | 3 076 378 | -8.6% |
| Estonia-Finland | 1 101 822 | 1 075 627 | 2.4% | 4 575 993 | 4 496 429 | 1.8% |
| Estonia-Sweden | 218 475 | 211 190 | 3.4% | 954 974 | 959 586 | -0.5% |
| Latvia-Sweden | 171 563 | 152 944 | 12.2% | 773 555 | 732 168 | 5.7% |
| Cargo Units | 78 771 | 70 457 | 11.8% | 301 660 | 283 973 | 6.2% |
| Finland-Sweden | 24 942 | 23 713 | 5.2% | 95 599 | 93 602 | 2.1% |
| Estonia-Finland | 39 271 | 32 233 | 21.8% | 147 169 | 136 142 | 8.1% |
| Estonia-Sweden | 9 847 | 9 765 | 0.8% | 40 479 | 36 442 | 11.1% |
| Latvia-Sweden | 4 711 | 4 746 | -0.7% | 18 413 | 17 787 | 3.5% |
| Passenger Vehicles | 248 131 | 247 922 | 0.1% | 1 119 889 | 1 118 838 | 0.1% |
| Finland-Sweden | 25 675 | 27 188 | -5.6% | 165 034 | 168 285 | -1.9% |
| Estonia-Finland | 186 613 | 185 179 | 0.8% | 790 255 | 785 001 | 0.7% |
| Estonia-Sweden | 14 282 | 14 978 | -4.6% | 71 398 | 72 655 | -1.7% |
| Latvia-Sweden | 21 561 | 20 577 | 4.8% | 93 202 | 92 897 | 0.3% |
The following operational factors influenced the development:
In January 2013 the cruise ferry Baltic Princess replaced the cruise ferry Silja Europa on the Turku-Stockholm route.
In January 2013 the cruise ferry Silja Europa replaced the cruise ferry Baltic Princess on the Tallinn-Helsinki route.
In May 2013 the cruise ferry Isabelle replaced the cruise ferry Silja Festival on the Riga-Stockholm route.
31 December 2013 the Group employed 6 907 employees (6 747, 31 December 2012). The following table provides a more detailed overview of the Group's personnel.
| Average of 4th quarter | Average of 12 months End of fiscal year |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2013 | 2012 | change | 2013 | 2012 | change | 31.12.13 | 31.12.12 | change | |
| Onshore total | 1 561 | 1 590 | -1.8% | 1 581 | 1 599 | -1.1% | 1 548 | 1 555 | -0.5% |
| Estonia | 803 | 798 | 0.6% | 806 | 796 | 1.3% | 798 | 795 | 0.4% |
| Finland | 481 | 499 | -3.6% | 495 | 511 | -3.1% | 475 | 493 | -3.7% |
| Sweden | 188 | 212 | -11.3% | 195 | 212 | -8.0% | 189 | 184 | 2.7% |
| Latvia | 75 | 65 | 15.4% | 71 | 64 | 10.9% | 72 | 65 | 10.8% |
| Germany | 4 | 6 | -33.3% | 4 | 6 | -33.3% | 4 | 6 | -33.3% |
| Russia | 10 | 10 | 0.0% | 10 | 10 | 0.0% | 10 | 12 | -16.7% |
| At sea | 4 754 | 4 633 | 2.6% | 4 784 | 4 692 | 2.0% | 4 771 | 4 614 | 3.4% |
| Hotel* | 583 | 576 | 1.2% | 583 | 577 | 1.0% | 588 | 578 | 1.7% |
| Total | 6 898 | 6 799 | 1.5% | 6 948 | 6 868 | 1.2% | 6 907 | 6 747 | 2.4% |
* The number of hotel personnel is not included in the total number of ashore personnel.
On the report date, the Group consisted of 45 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:
The Group also owns: 34% of AS Tallink Takso
The following chart displays the shareholder structure of AS Tallink Grupp as of 31 December 2013.
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 AS Tallink Grupp listing prospectus for a 900 million NOK bond was successfully approved by The Financial Supervisory Authority of Norway and the bond was listed on the Oslo Stock Exchange in October.
In November Vana Tallinn Line Ltd., a subsidiary of AS Tallink Grupp came to an agreement with Allferries SA to sell the motor vessel Adriatica Queen (ex. Vana Tallinn).
In December M/S Star experienced a tiltable ramp breakdown being out of service for a total of 10 trips. The vessel will operate with a slightly reduced cargo capacity until the final repairs are done in in the beginning of April, some disruptions to the service is to be expected.
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).
In February the Group launched the refreshed vessel Silja Serenade on the Stockholm-Helsinki route. The vessel has a 50% expanded shopping area including a new Superstore, upgraded Grand Buffet concept and a new Italian restaurant. Several of the other public areas received a facelift including the refurbishment of Commodore Class cabins and a refreshed SPA & Sauna area. The sister ship Silja Symphony will follow with a similar approach in autumn 2014. In 2014 the Group plans to invest more than EUR 20 million in upgrading the vessels on the Helsinki-Stockholm route.
The passenger vessel Silja Festival is chartered to Bridgemans Services Inc as from the end of February 2014 for 12 months, serving as an accommodation vessel in Canada, British Columbia.
In February 2014, AS Tallink Grupp and Stena Line Ltd concluded to extend the charter agreements for M/S Stena Superfast VII and M/S Stena Superfast VIII until autumn 2019.
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 are being made, emphasis is on retail sales and upgrades to the public areas on selected vessels. Cost reductions in some areas are processed in order to adapt with the changed economic environment. The management expects an improvement in the results for the 2014 financial year.
In management's opinion, the Group's financial position allows the Group to pay dividends. Management will propose to the shareholders' general meeting a dividend distribution of EUR 0.03 per share, i.e. EUR 20,096,461 in aggregate.
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.
| (unaudited, in thousands of EUR) | 01.10.2013- 31.12.2013 |
01.10.2012- 31.12.2012 |
01.01.2013- 31.12.2013 |
01.01.2012- 31.12.2012 |
|---|---|---|---|---|
| Revenue (Note 3) | 223,982 | 222,816 | 941,983 | 943,868 |
| Cost of sales | -186,859 | -182,836 | -751,827 | -742,669 |
| Gross profit | 37,123 | 39,980 | 190,156 | 201,199 |
| Marketing expenses | -13,650 | -17,183 | -63,292 | -65,407 |
| Administrative expenses | -12,679 | -10,626 | -45,148 | -44,081 |
| Other income | 1,035 | 2,806 | 2,120 | 3,659 |
| Other expenses | -664 | -802 | -805 | -1,654 |
| Results from operating activities | 11,165 | 14,175 | 83,031 | 93,716 |
| Finance income (Note 4) | 5,757 | 2,735 | 21,547 | 5,269 |
| Finance costs (Note 4) | -14,538 | -13,991 | -57,503 | -46,249 |
| Profit from the sale of a subsidiary Share of profit/-loss from equity accounted |
0 17 |
0 19 |
0 17 |
783 19 |
| investees | ||||
| Profit/-loss before income tax | 2,401 | 2,938 | 47,092 | 53,538 |
| Income tax | 5,117 | 2,764 | -3,786 | 2,764 |
| Net profit/-loss for the period | 7,518 | 5,702 | 43,306 | 56,302 |
| Other comprehensive income/-expense Exchange differences on translating foreign operations |
34 | -442 | 114 | -563 |
| Other comprehensive income/-expense for the period |
34 | -442 | 114 | -563 |
| Total comprehensive income/-expense for the | ||||
| period | 7,552 | 5,260 | 43,420 | 55,739 |
| Profit/-loss attributable to: | ||||
| Equity holders of the parent (Note 5) | 7,518 | 5,702 | 43,306 | 56,302 |
| Total comprehensive income/-expense | ||||
| attributable to: | ||||
| Equity holders of the parent | 7,552 | 5,260 | 43,420 | 55,739 |
| Earnings per share (in EUR per share) | ||||
| - basic (Note 5) | 0.01 | 0.01 | 0.06 | 0.08 |
| - diluted (Note 5) | 0.01 | 0.01 | 0.06 | 0.08 |
(unaudited, in thousands of EUR)
| ASSETS | 31.12.2013 | 31.12.2012 |
|---|---|---|
| Current assets | ||
| Cash and cash equivalents | 72,012 | 65,600 |
| Trade and other receivables | 40,608 | 42,555 |
| Prepayments | 3,121 | 5,151 |
| Derivatives (Note 6) | 679 | 0 |
| Inventories | 33,457 | 29,426 |
| Total current assets | 149,877 | 142,732 |
| Non-current assets | ||
| Investments in equity-accounted investees | 262 | 245 |
| Other financial assets | 385 | 296 |
| Deferred income tax assets | 17,413 | 12,264 |
| Investment property | 300 | 300 |
| Property, plant and equipment (Note 7) | 1,495,895 | 1,526,995 |
| Intangible assets (Note 8) | 57,925 | 58,999 |
| Total non-current assets | 1,572,180 | 1,599,099 |
| TOTAL ASSETS | 1,722,057 | 1,741,831 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 106,014 | 103,685 |
| Trade and other payables | 97,387 | 92,988 |
| Deferred income | 28,315 | 25,458 |
| Derivatives (Note 6) | 30,888 | 22,102 |
| Total current liabilities | 262,604 | 244,233 |
| Non-current liabilities | ||
| Interest bearing loans and borrowings (Note 9) | 688,327 | 736,699 |
| Other liabilities | 63 | 69 |
| Total non-current liabilities | 688,390 | 736,768 |
| TOTAL LIABILITIES | 950,994 | 981,001 |
| EQUITY | ||
| Equity attributable to equity holders of the parent | ||
| Share capital | 404,290 | 404,290 |
| Share premium | 639 | 639 |
| Reserves | 70,262 | 69,091 |
| Retained earnings | 295,872 | 286,810 |
| Total equity attributable to equity holders of the parent | 771,063 | 760,830 |
| TOTAL EQUITY | 771,063 | 760,830 |
| TOTAL LIABILITIES AND EQUITY | 1,722,057 | 1,741,831 |
| (unaudited, in thousands of EUR) | 01.01.2013 - 31.12.2013 |
01.01.2012- 31.12.2012 |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit/-loss for the period | 43,306 | 56,302 | |
| Adjustments | 118,619 | 109,768 | |
| Changes in assets related to operating activities | 198 | -9,796 | |
| Changes in liabilities related to operating activities | 6,649 | 6,782 | |
| Income tax paid | -378 | -40 | |
| 168,394 | 163,016 | ||
| Cash flow used for investing activities | |||
| Purchase of property, plant and equipment and intangible assets (Notes 7, 8) |
-43,291 | -9,449 | |
| Proceeds from disposals of property, plant and equipment | 1,318 | 50 | |
| Proceeds from subsidiaries | 0 | 1,992 | |
| Payments for settlement of derivatives | -4,451 | -3,976 | |
| Acquisition of other investments | 0 | -34 | |
| Interest received | 114 | 297 | |
| -46,310 | -11,120 | ||
| Cash flow from (+)/ used for (-) financing activities | |||
| Proceeds from loans (Note 9) | 24,000 | 440,000 | |
| Redemption of loans (Note 9) | -198,126 | -557,848 | |
| Change in overdraft (Note 9) | 18,456 | 0 | |
| Proceeds from bonds (Note 9) | 115,487 | 0 | |
| Repayment of finance lease liabilities (Note 9) | -96 | -56 | |
| Interest paid | -32,439 | -36,434 | |
| Payment of transaction costs related to loans | -557 | -7,379 | |
| Dividends paid | -33,494 | 0 | |
| Income tax on dividends paid | -8,903 | 0 | |
| -115,672 | -161,717 | ||
| TOTAL NET CASH FLOW | 6,412 | -9,821 | |
| Cash and cash equivalents: | |||
| - at the beginning of period | 65,600 | 75,421 | |
| - increase (+) / decrease (-) | 6,412 | -9,821 | |
| Cash and cash equivalents at the end of period | 72,012 | 65,600 |
| (unaudited, in thousands of EUR) | Share capital |
Share premium |
Translation reserve |
Ships revaluation |
Mandatory legal |
Reserve for treasury |
Share option |
Retained earnings |
Share holders' |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|
| reserve | reserve | shares | programme reserve |
equity | ||||||
| At 31 December 2011 | 404,290 | 639 | 461 | 61,710 | 11,962 | -4,163 | 527 | 229,665 | 705,091 | 705,091 |
| Changes in equity for the period |
||||||||||
| Transfer from profit for 2010/2011 | 0 | 0 | 0 | 0 | 1,874 | 0 | 0 | -1,874 | 0 | 0 |
| Transfer from revaluation reserve | 0 | 0 | 0 | -2,717 | 0 | 0 | 0 | 2,717 | 0 | 0 |
| Total comprehensive income and expense | ||||||||||
| for the period | ||||||||||
| Net profit/-loss for the period (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 56,302 | 56,302 | 56,302 |
| Total other comprehensive income and expense | 0 | 0 | -563 | 0 | 0 | 0 | 0 | 0 | -563 | -563 |
| Total comprehensive income and | ||||||||||
| expense for the period | 0 | 0 | -563 | 0 | 0 | 0 | 0 | 56,302 | 55,739 | 55,739 |
| At 31 December 2012 |
404,290 | 639 | -102 | 58,993 | 13,836 | -4,163 | 527 | 286,810 | 760,830 | 760,830 |
| At 31 December 2012 | 404,290 | 639 | -102 | 58,993 | 13,836 | -4,163 | 527 | 286,810 | 760,830 | 760,830 |
| Changes in equity for the period | ||||||||||
| Transfer from profit for 2012 | 0 | 0 | 0 | 0 | 2,815 | 0 | 0 | -2,815 | 0 | 0 |
| Transfer from revaluation reserve | 0 | 0 | 0 | -2,065 | 0 | 0 | 0 | 2,065 | 0 | 0 |
| Dividends to owners of the company (Note | ||||||||||
| 12) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -33,494 | -33,494 | -33,494 |
| Share-based payments transactions (Note | ||||||||||
| 11) | 0 | 0 | 0 | 0 | 0 | 0 | 307 | 0 | 307 | 307 |
| Total comprehensive income and expense | ||||||||||
| for the period | ||||||||||
| Net profit/-loss for the period (Note 5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 43,306 | 43,306 | 43,306 |
| Total other comprehensive income and expense | 0 | 0 | 114 | 0 | 0 | 0 | 0 | 0 | 114 | 114 |
| Total comprehensive income and | ||||||||||
| expense for the period | 0 | 0 | 114 | 0 | 0 | 0 | 0 | 43,306 | 43,420 | 43,420 |
| At 31 December 2013 |
404,290 | 639 | 12 | 56,928 | 16,651 | -4,163 | 834 | 295,872 | 771,063 | 771,063 |
The interim consolidated financial statements of AS Tallink Grupp and its subsidiaries (hereinafter as "the Group") for the 12 months of the financial year 2013 were authorised for issue in accordance with a resolution of the Management Board on 27 February 2014. AS Tallink Grupp is a limited company incorporated in Estonia and employed 6,907 people at 31 December 2013 (31 December 2012: 6,747).
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 2012.
The interim consolidated financial statements have been prepared in thousand euro (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 EUR)
| 01.01.2013-31.12.2013 | Estonia- Finland route |
Estonia- Sweden routes |
Latvia- Sweden route |
Finland- Sweden routes |
Others | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 317,408 | 104,922 | 71,917 | 343,200 | 104,536 | 0 | 941,983 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 10,295 | -10,295 | 0 |
| 317,408 | 104,922 | 71,917 | 343,200 | 114,831 | -10,295 | 941,983 | |
| Segment result Unallocated expenses |
82,948 | 7,584 | 1,116 | 15,325 | 19,891 | 0 | 126,864 -43,833 |
| Net financial items (Note 4) | -35,956 | ||||||
| Share of profit/-loss from equity accounted investees |
17 | ||||||
| Profit/-loss before income tax | 47,092 |
| 01.01.2012-31.12.2012 | Estonia- Finland route |
Estonia- Sweden routes |
Latvia- Sweden route |
Finland- Sweden routes |
Others | Elimination of intersegment sales |
Total |
|---|---|---|---|---|---|---|---|
| Revenue | |||||||
| Sales to external customers | 308,024 | 115,024 | 66,347 | 363,993 | 90,480 | 0 | 943,868 |
| Inter-segment sales | 0 | 0 | 0 | 0 | 8,788 | -8,788 | 0 |
| 308,024 | 115,024 | 66,347 | 363,993 | 99,268 | -8,788 | 943,868 | |
| Segment result | 86,529 | 12,841 | -3,248 | 20,273 | 19,397 | 0 | 135,792 |
| Unallocated expenses | -42,076 | ||||||
| Net financial items (Note 4) | -40,980 | ||||||
| Profit from the sale of a |
783 | ||||||
| subsidiary | |||||||
| Share of profit/-loss from equity | 19 | ||||||
| accounted investees | |||||||
| Profit/-loss before income tax | 53,538 |
| (in thousands of EUR) | 01.01.2013- 31.12.2013 |
01.01.2012- 31.12.2012 |
|---|---|---|
| Ticket sales Sales of cargo transport |
249,210 105,568 |
241,022 102,789 |
| Sales of accommodation Restaurant and shops sales on-board and on |
17,976 | 16,237 |
| mainland | 507,307 | 517,450 |
| Income from leases of vessels Other |
30,755 31,167 |
28,959 37,411 |
| Total revenue of the Group | 941,983 | 943,868 |
| (in thousands of EUR) | 01.01.2013- 31.12.2013 |
01.01.2012- 31.12.2012 |
|---|---|---|
| Net foreign exchange gains | 13,289 | 2,067 |
| Income from derivatives | 8,143 | 2,912 |
| Interest income | 115 | 290 |
| Total finance income | 21,547 | 5,269 |
| Interest expenses | -36,802 | -39,927 |
| Losses from derivatives | -20,701 | -6,322 |
| Total finance costs | -57,503 | -46,249 |
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 diluting effect due to their exercise price being lower than the average price in the stock market during the reporting period.
| 01.10.2013- | 01.10.2012- | 01.01.2013- | 01.01.2012- | |
|---|---|---|---|---|
| 31.12.2013 | 31.12.2012 | 31.12.2013 | 31.12.2012 | |
| Weighted average number of ordinary shares, basic | ||||
| (pcs) | 669,882,040 | 669,882,040 | 669,882,040 | 669,882,040 |
| Effect of share options on issue | -1,348,971 | 0 | -1,348,971 | 0 |
| Weighted average number of ordinary shares, diluted | ||||
| (pcs) | 671,231,011 | 669,882,040 | 671,231,011 | 669,882,040 |
| Net profit/-loss attributable to ordinary shareholders | 7,518 | 5,702 | 43,306 | 56,302 |
| Earnings per share, basic (in EUR per share) | 0.01 | 0.01 | 0.06 | 0.08 |
| Earnings per share, diluted (in EUR per share) | 0.01 | 0.01 | 0.06 | 0.08 |
| Weighted average number of ordinary shares | ||||
|---|---|---|---|---|
| (pcs) | 01.10.2013- | 01.10.2012- | 01.01.2013- | 01.01.2012- |
| 31.12.2013 | 31.12.2012 | 31.12.2013 | 31.12.2012 | |
| 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 31.12.2013 AS Tallink Grupp had three interest rate derivative contracts with total notional amount of 270,000 thousand EUR with the maturities in years 2014, 2018,2019 and two cross-currency rate derivative contracts with total notional amount of 120,000 thousand EUR with the maturities in year 2018. The fair value of the interest rate derivatives recognized in the current interim financial statements as of 31.12.2013 is -13,959 thousand EUR. The fair value of the cross-currency rate derivatives recognized in the current interim financial statements as of 31.12.2013 is -16,250 thousand EUR.
(in thousands of EUR)
| Land and | Plant and | ||||||
|---|---|---|---|---|---|---|---|
| building | Ships | equipment | Prepayments | Total | |||
| Book value as of 31 December | |||||||
| 2012 | 5,653 1,509,889 | 11,007 | 446 1,526,995 | ||||
| Additions | 723 | 31,786 | 5,082 | 2,006 | 39,597 | ||
| Reclassification | 0 | 2,135 | -2,135 | 0 | 0 | ||
| Disposals | -214 | -1,538 | -866 | 0 | -2,618 | ||
| Depreciation for the period | -1,321 | -63,242 | -3,516 | 0 | -68,079 | ||
| Book value as of 31 December | |||||||
| 2013 | 4,841 1,479,030 | 9,572 | 2,452 1,495,895 | ||||
| As of 31 December 2013 | |||||||
| -cost | 12,782 1,678,733 | 27,692 | 2,452 1,721,659 | ||||
| -accumulated depreciation | -7,941 | -199,703 | -18,120 | 0 | -225,764 |
| Land and building |
Ships | Plant and equipment |
Prepayments | Total | |
|---|---|---|---|---|---|
| Book value as of 31 December | |||||
| 2011 | 4,174 1,570,057 | 8,724 | 47 1,583,002 | ||
| Additions | 2,901 | 2,404 | 5,583 | 399 | 11,287 |
| Exchange rate differences | 106 | 0 | 0 | 0 | 106 |
| Disposals | 0 | -1,209 | -5 | 0 | -1,214 |
| Depreciation for the period | -1,528 | -61,363 | -3,295 | 0 | -66,186 |
| Book value as of 31 December 2012 |
5,653 1,509,889 | 11,007 | 446 1,526,995 | ||
| As of 31 December 2012 | |||||
| -cost | 12,632 1,648,993 | 28,756 | 446 1,690,827 | ||
| -accumulated depreciation | -6,979 | -139,104 | -17,749 | 0 | -163,832 |
(in thousands of EUR)
| Goodwill | Trademark | Others | Total | |
|---|---|---|---|---|
| Book value as of 31 December 2012 | 11,066 | 39,334 | 8,599 | 58,999 |
| Additions | 0 | 0 | 4,023 | 4,023 |
| Amortisation for the period | 0 | -2,916 | -2,181 | -5,097 |
| Book value as of 31 December 2013 | 11,066 | 36,418 | 10,441 | 57,925 |
| As of 31 December 2013 | ||||
| -cost | 11,066 | 58,288 | 25,802 | 95,156 |
| -accumulated amortisation | 0 | -21,870 | -15,361 | -37,231 |
| Goodwill | Trademark | Others | Total | |
| Book value as of 31 December 2011 | 11,066 | 42,250 | 7,837 | 61,153 |
| Additions | 0 | 0 | 2,661 | 2,661 |
| Amortisation for the period | 0 | -2,916 | -1,899 | -4,815 |
| Book value as of 31 December 2012 | 11,066 | 39,334 | 8,599 | 58,999 |
As of 31 December 2012
| -cost | 11,066 | 58,288 | 22,743 | 92,097 |
|---|---|---|---|---|
| -accumulated amortisation | 0 | -18,954 | -14,144 | -33,098 |
(in thousands of EUR)
| 31 December 2012 |
New loans | Repayments | Exchange rate differences |
Other changes [1] |
31 December 2013 |
|
|---|---|---|---|---|---|---|
| Lease liabilities | 4 | 329 | -96 | 0 | 0 | 237 |
| Bonds | 0 | 116,982 | 0 | -9,249 | -1,344 | 106,389 |
| Overdraft | 0 | 18,456 | 0 | 0 | 0 | 18,456 |
| Long-term bank loans | 840,380 | 24,000 | -198,126 | 0 | 3,005 | 669,259 |
| TOTAL | 840,384 | 159,767 | -198,222 | -9,249 | 1,661 | 794,341 |
| incl. short-term portion | 103,685 | 106,014 | ||||
| long-term portion | 736,699 | 688,327 |
[1] Other changes are related to capitalisation and amortisation of transaction costs.
Bonds are nominated in NOK.
Bank overdrafts are secured with commercial pledge (in the total amount of 20,204 thousand EUR) 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 263,350 thousand EUR and for the loans granted to AS Tallink Grupp amounting to 405,909 thousand EUR. The primary securities for these loans are the pledge of shares of the overseas subsidiaries and mortgages on the ships belonging to the above-mentioned subsidiaries.
According to the Articles of Association of the Parent effective as of 31 December 2013 the maximum number of authorised common shares is 2,133,333,333.
At 31 December 2013 the Group held 3,935 thousand of the AS Tallink Grupp shares. Total cost of share buyback transactions of 3,935 thousand shares is 4,163 thousand EUR.
In June 2011 the Group issued 7,317,500 share options of which 3,510,000 to the Management Board and Supervisory Board members and 3,807,500 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 08.02.2011. The options issued represent around 49% of the total authorized limit and 1.1% of the total shares outstanding. The terms and conditions of exercise of the issued share options are following: non-transferable; exercisable not earlier than 36 months from issue or 31.05.2014 and not later than 30.11.2014; 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 0.72 as of 31.05.2011; expected volatility 30% based on historic analyse; option average time to maturity 42 months; the 3.4% and 8.1% annual dividend yields in 2012 and 2013 result in an effective dividend yield of 11.3% (based on the equity analysts' consensus) and; risk-free interest rate 1.411%.
In June 2011 the fair value of the received services in amount of 527 thousand EUR is recorded as an expense in the consolidated statement of comprehensive income and the fair value of share options in the same amount is held as a share option reserve in the equity.
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 2015; 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 951 thousand EUR will be recorded as an expense during the vesting period 36 months from the beginning of 2013.
At 31 December 2013 14,692,768 share options were valid and outstanding. Average remaining time to maturity of the outstanding share options is 5-30 months.
The outstanding share options have diluting effect due to their exercise price being lower than the average price in the stock market during the reporting period.
According to the resolution of the Annual General Meeting there were announced dividends to the shareholders 0.05 euros per share, in the total amount of 33,494,102 EUR. Announced dividends were paid out on 02.07.2013.
| (in thousands of EUR) | ||||
|---|---|---|---|---|
| 12 months of 2013 | Sales to | Purchases from | Receivables from | Payables |
| or 31.12.2013 | related parties | related parties | related parties to related parties | |
| AS Infortar | 84 | 50 | 10 | 5 |
| AS HT Valuuta | 118 | 0 | 1 | 0 |
| AS Vara HTG | 0 | 2,693 | 0 | 775 |
| OÜ Mersok | 0 | 9 | 0 | 1 |
| AS Vaba Maa | 20 | 681 | 2 | 60 |
| OÜ Sunbeam | 0 | 3,648 | 0 | 280 |
| AS Gastrolink | 2 | 1,057 | 0 | 92 |
| AS Tallink Takso | 0 | 77 | 0 | 14 |
| OÜ Topspa Kinnisvara | 0 | 2,570 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 914 | 0 | 98 |
| OÜ Fastinvest | 0 | 1,186 | 0 | 0 |
| SIA Happy Trails | 5 | 3,314 | 1 | 495 |
| Eesti Laevaomanike Liit | 0 | 13 | 0 | 0 |
| SEB Tallink Tennis Team | 6 | 50 | 0 | 0 |
| 12 months of 2012 | Sales to | Purchases from | Receivables from | Payables |
| or 31.12.2012 | related parties | related parties | related parties to related parties | |
| AS Infortar | 71 | 47 | 10 | 0 |
| AS HT Valuuta | 117 | 0 | 0 | 0 |
| AS Vara HTG | 0 | 2,647 | 0 | 729 |
| OÜ Mersok | 0 | 9 | 0 | 0 |
| AS Vaba Maa | 12 | 720 | 2 | 45 |
| OÜ Sunbeam | 0 | 3,511 | 0 | 225 |
| AS Gastrolink | 2 | 1,002 | 0 | 70 |
| AS Tallink Takso | 0 | 83 | 0 | 7 |
| OÜ Topspa Kinnisvara | 0 | 2,507 | 0 | 0 |
| OÜ Hansa Hotell | 0 | 828 | 0 | 33 |
| OÜ Fastinvest | 0 | 1,121 | 0 | 0 |
| SIA Happy Trails | 0 | 3,267 | 1 | 147 |
| Eesti Laevaomanike Liit | 0 | 13 | 0 | 0 |
Note 14 SUBSEQUENT EVENTS
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