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Tallink Grupp

Quarterly Report Nov 12, 2015

2225_rns_2015-11-12_05b037ca-5bf8-43b2-9e74-e8b6a682788d.pdf

Quarterly Report

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AS TALLINK GRUPP

Unaudited Consolidated Interim Financial Statements for the first nine months of the 2015 financial year

1 January 2015 – 30 September 2015

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

CONTENT

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

MANAGEMENT REPORT

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.

Q3 KEY FIGURES

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.

SALES & SEGMENT RESULTS

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.

MARKET DEVELOPMENTS

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:

  • The Group carried approximately 56% of the passengers and 64% of ro-ro cargo on the route between Tallinn and Helsinki;
  • The Group carried approximately 52% of passengers and 28% of ro-ro cargo on the routes between Finland and Sweden;
  • The Group is the only provider of daily passenger transportation between Estonia and Sweden;
  • The Group is the only provider of daily passenger and ro-ro cargo transportation between Riga and Stockholm.

PERSONNEL

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%

CORPORATE STRUCTURE

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.

SHAREHOLDERS & SHARE PRICE DEVELOPMENT

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

EVENTS IN Q3

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.

EVENTS AFTER THE BALANCE SHEET DATE AND THE OUTLOOK

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.

RISKS

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.

  • Accidents, disasters
  • Macroeconomic development
  • Changes in laws and regulations
  • Relations with trade unions
  • Increase in the fuel prices and interest rates
  • Market and customer behaviour

MANAGEMENT BOARD'S CONFIRMATION TO THE MANAGEMENT REPORT

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(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

CONSOLIDATED CASH FLOW STATEMENT

(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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(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

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 CORPORATE INFORMATION

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).

Note 2 BASIS OF PREPARATION

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).

Note 3 SEGMENT INFORMATION

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.

Geographical segments

(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

Revenue by service

(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

Note 4 FINANCE INCOME AND FINANCE COSTS

(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

Note 5 EARNINGS PER SHARE

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

Weighted average number of ordinary shares

(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

Note 6 DERIVATIVE INSTRUMENTS

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.

Note 7 PROPERTY, PLANT AND EQUIPMENT

(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

Note 8 INTANGIBLE ASSETS

(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

Note 9 INTEREST BEARING LOANS AND BORROWINGS

(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.

Note 10 SHARE CAPITAL

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.

Note 11 SHARE OPTION PROGRAMME

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.

Note 12 DIVIDENDS

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.

Note 13 RELATED PARTY DISCLOSURES

(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

MANAGEMENT BOARD'S APPROVAL OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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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