MANAGEMENT REPORT
Contractual Highlights
- AS Tallinna Vesi tariffs continue to be on the same level based on temporary injunction granted by the Court for the period of court proceedings to protect the Company from the unilateral breach of privatization agreement by Estonian Authorities.
- AS Tallinna Vesi would like all its shareholders to be fully aware of the facts that the Company was privatised in 2001 with the full support and knowledge of the Estonian national government, with written confirmations from the Prime Minister and the Minister of Finance regarding the key terms of the agreements, and utilising the expertise and guidance of the European Bank for Reconstruction and Development (EBRD).
- At the end of May 2012 the District Court ruled that AS Tallinna Vesi’s Services Agreement, that was part of the international privatisation, is a public law contract. AS Tallinna Vesi firmly believes that the terms and conditions of the international privatisation contract that has been deemed a public law contract should not be broken simply by transferring the duties of the regulator from one state institution (the City of Tallinn) to a different state institution (the Competition Authority). A public law contract should enjoy the protection of the Estonian legal system, should the contract not be honoured, then the company will have a claim against the Estonian state.
- In addition, two experts that were included in the dispute, presented their independent expert opinions which were of the view that the tariff regulation methodology chosen in the Services Agreement, is an internationally recognised tariff methodology and complied with the PWSSA in force at the time of the privatisation. AS Tallinna Vesi hopes that the expert opinions facilitate swifter resolution of the complaints submitted by the Company against the Competition Authority since 1st of June 2011.
- The date of local court hearing took place in 28 January 2015.
- In May 2014, AS Tallinna Vesi submitted a claim against the Competition Authority to the Tallinn Administrative Court to avoid the expiry of monetary claims. The Company claims compensation for potential damages of over 90 million euros for total losses over the lifetime of the international privatisation contract up to 2020. The total compensation claim applies when the tariffs will remain unchanged till 2020. Of this amount, around 50 million euros has been already caused by the Competition Authority’s refusal to approve tariff increases in the period of 2011 – 2013. The Court decided to stay the claim proceeding until the main tariff dispute is resolved.
- AS Tallinna Vesi has continuously stated its belief in fully transparent regulation and its willingness to enter into meaningful and evidence-based dialogue that takes into account the privatization contract signed in 2001.
- It has been three years already during which the Company has made intensive effort in trying to agree a solution in order to get the tariff dispute solved. Regretfully it has not been achieved.
- In October 2014, AS Tallinna Vesi and and its shareholder United Utilities (Tallinn) B.V have commenced international arbitration proceedings against the Republic of Estonia for breaching the international treaty and more specifically “the fair and equitable treatment” requirement by changes to the law and activities of the public authorities which have deprived AS Tallinna Vesi from tariffs approved according to the Services Agreement concluded as part of the privatisation in 2001. The arbitration will be carried out through the International Centre for the Settlement of Investment Disputes (ICSID), which is part of the World Bank Group.
- Average real return on capital invested at privatization is still 6.2% since 2001.
Financial highlights of 4th quarter 2014
The Group’s sales revenues during the 4th quarter 2014 have been in decline, being down 3.4% to 13.31 mln euros compared to the same period in 2013. The sales for 12 months in 2014 are slightly up compared to the sales in 2013, increasing 0.3% to 53.24 mln euros.
The gross profit in the 4th quarter of 2014 has decreased 4.2% or -0.35 mln euros. Decrease in gross profit is mainly related to lower storm water and construction service revenues compared to the comparative period in 2013.
As mentioned already with our 3rd quarter results, the problems with the allowed concentrations of heavy metals reported in previous quarters have been resolved, with the issuance of the new revised water permit. In the 1st and 2nd quarter of 2014 the Group had higher pollution tax costs as concentrations limits for heavy metals in treated effluent were reduced 400 times, due to which the Group was not technically able to meet the limit requirements, despite of the fact that the efficiency in treating the effluent continued to be high. In the revised water permit the concentration limits for heavy metals have been removed.
The operating profit from Group’s main activities has increased 0.1% to 6.56 mln euros, mainly due to the lower costs related to the construction activities as the revenues from the construction activities were also down, but also due to lower administrative costs. The operating profit from main activities for 12 months in 2014 is at the same level with the operating profit for the comparative period in 2013.
The net profit for the 4th quarter without the additional exceptional changes that affected the pollution tax in 2013 and 2014 and impact that resulted from the change of the fair value of swap contracts was 5.1% or 0.29 mln euros higher than in the comparative period last year.
mln € | 4 Q 2012 | 4 Q 2013 | 4 Q 2014 |
Change 14/13 |
12 months 2012 | 12 months 2013 | 12 months 2014 |
Change 14/13 |
Sales | 13,7 | 13,78 | 13,31 | -3,4% | 52,92 | 53,09 | 53,24 | 0,3% |
Gross profit | 8,4 | 8,29 | 7,95 | -4,2% | 32,59 | 30,58 | 30,84 | 0,9% |
Gross profit margin % | 61,2 | 60,20 | 59,71 | -0,8% | 61,57 | 57,61 | 57,93 | 0,6% |
Operating profit | 8,6 | 6,55 | 6,61 | 0,8% | 28,77 | 24,76 | 24,83 | 0,3% |
Operating profit - main business | 6,9 | 6,55 | 6,56 | 0,1% | 26,82 | 24,51 | 24,54 | 0,1% |
Operating profit margin % | 62,5 | 47,55 | 49,62 | 4,4% | 54,36 | 46,63 | 46,63 | 0,0% |
Profit before taxes | 8,7 | 6,19 | 6,29 | 1,5% | 27,07 | 24,56 | 22,73 | -7,5% |
Net profit | 8,7 | 6,19 | 6,29 | 1,5% | 22,60 | 19,94 | 17,94 | -10,0% |
Net profit margin % | 63,2 | 44,95 | 47,24 | 5,1% | 42,70 | 37,55 | 33,70 | -10,3% |
ROA % | 4,3 | 3,05 | 3,06 | 0,1% | 11,26 | 9,83 | 8,73 | -11,2% |
Debt to total capital employed | 57,8 | 56,98 | 57,61 | 1,1% | 57,82 | 56,98 | 57,61 | 1,1% |
ROE % | 10,2 | 7,10 | 7,22 | 1,6% | 26,69 | 22,86 | 20,59 | -9,9% |
Current ratio | 4,3 | 5,13 | 5,35 | 4,4% | 4,31 | 5,13 | 5,35 | 4,4% |
Gross profit margin – Gross profit / Net sales
Operating profit margin – Operating profit / Net sales
Net Profit margin – Net Profit / Net sales
ROA – Net profit /average Total Assets for the period
Debt to Total capital employed – Total Liabilities / Total capital employed
ROE – Net profit / Total equity
Current ratio – Current assets / Current liabilities
Main business – water and wastewater activities, excl. connections profit and government grants, construction services, doubtful debt, other income
RESULTS OF OPERATIONS - FOR THE 4th QUARTER 2014
Profit and Loss Statement
4th quarter 2014
Sales
As the Company’s tariffs are frozen at the 2010 tariff level, the changes in the revenues from main activities i.e. from sales of water and wastewater services are fully driven by consumption.
In the 4th quarter of 2014 the Group’s total sales decreased, year on year, by 3.4% to 13.31 mln euros. 92.7% of sales comprise of sales of water and treatment of wastewater to domestic and commercial customers within and outside of the service area, 4.5% of sales are the fees received from the City of Tallinn for operating and maintaining the storm water system and fire hydrants and 2.8% from other works and services.
Sales of water and wastewater services were 12.34 mln euros, a 1.9% increase compared to the 4th quarter of 2013, resulting from the changes in sales volumes as described below.
Within the service area, sales to residential customers were at 6.14 mln euros, showing a 1.9% increase year on year, as revenues from apartment blocks form the biggest share of our residential sales, the biggest increase came also from this client group. Sales to commercial customers increased by 1.5% to 4.85 mln euros. Sales to customers outside of the main service area has remained stable. 30.4% or 0.05 mln euros decrease in stormwater revenues were compensated by higher water and wastewater sales. Over pollution fees received were 0.19 mln euros, a 30.6% increase compared to the 4th quarter of 2013.
Quarter 4 | Variance 14/13 | ||||
Revenues from main operating activities | 2014 | 2013 | 2012 | € | % |
Private clients, incl: | 6 139 | 6 026 | 6 016 | 113 | 1,9% |
Water supply service | 3 390 | 3 329 | 3 320 | 61 | 1,8% |
Wastewater disposal service | 2 749 | 2 697 | 2 696 | 52 | 1,9% |
Corporate clients, incl: | 4 848 | 4 776 | 4 802 | 72 | 1,5% |
Water supply service | 2 681 | 2 640 | 2 613 | 41 | 1,6% |
Wastewater disposal service | 2 167 | 2 136 | 2 189 | 31 | 1,5% |
Outside service area clients, incl: | 1 163 | 1 163 | 1 282 | 0 | 0,0% |
Water supply service | 319 | 294 | 264 | 25 | 8,5% |
Wastewater disposal service | 741 | 721 | 698 | 20 | 2,8% |
Storm water disposal service | 103 | 148 | 320 | -45 | -30,4% |
Over pollution fee | 190 | 146 | 274 | 44 | 30,1% |
Storm water treatment and disposal service and fire hydrant service | 593 | 980 | 983 | -387 | -39,5% |
Construction service and design | 228 | 437 | 160 | -209 | -47,8% |
Other works and services | 149 | 250 | 192 | -101 | -40,4% |
The sales from the operation and maintenance of the storm water and fire-hydrant system in the main service area have decreased by 39.5% to 0.59 mln euros in the 4th quarter of 2014 due to lower volumes compared to the same period in 2013.
The sales of construction activities and design services have decreased by 47.8% to 0.23 mln euros in the 4th quarter of 2014 compared to 4th quarter in 2013.
Cost of Goods Sold and Gross profit
The cost of goods sold for the main operating activity was 5.36 mln euros in the 4th quarter of 2014, showing 0.12 mln euros or 2.2% decrease compared to the equivalent period in 2013. The cost decrease is mainly influenced by the construction services costs decrease and balanced by the increased pollution tax costs in the 4th quarter of 2014.
Cost of goods sold | Quarter 4 | Variance 14/13 | |||
2014 | 2013 | 2012 | € | % | |
Water abstraction charges | -267 | -257 | -236 | -10 | -3,9% |
Chemicals | -444 | -424 | -419 | -20 | -4,7% |
Electricity | -743 | -826 | -964 | 83 | 10,0% |
Pollution tax | -328 | -58 | -180 | -270 | -465,5% |
Total direct production costs | -1 782 | -1 565 | -1 799 | -217 | -13,9% |
Staff costs | -1157 | -1 202 | -1 256 | 45 | 3,7% |
Depreciation and amortization | -1342 | -1 266 | -1 302 | -76 | -6,0% |
Construction service and design | -173 | -357 | -75 | 184 | 51,5% |
Other costs of goods sold | -909 | -1 094 | -893 | 185 | 16,9% |
Other costs of goods sold total | -3 581 | -3 919 | -3 526 | 338 | 8,6% |
Total cost of goods sold | -5 363 | -5 484 | -5 325 | 121 | 2,2% |
Total direct production costs (water abstraction charges, chemicals, electricity and pollution taxes) increased by 0.22 mln euros or 13.9% year on year. Biggest increase came from the increase in pollution tax. Other changes came from a combination of increase in prices and tax rates and movements in treatment volumes that affected the costs of goods sold together with the following additional factors:
- Water abstraction charges increased only by 0.01 mln euros or 3.9% to 0.27 mln euros in the 4th quarter of 2014, driven mainly by 5% raise in tax rates (worth 0.01 mln euros).
- Total chemical costs remained broadly flat, increasing 0.02 mln euros or 4.7% to 0.44 mln euros in the 4th quarter of 2014. Costs change was mainly influenced by the increase in dosage used in sewage treated, which was balanced by decrease in treated volumes and chemicals price. Chemical costs were lower also in water treatment due to the better raw water quality.
- Electricity costs decreased by 0.08 mln euros or 10.0% in the 4th quarter of 2014 compared to the 4th quarter of 2013. Lower electricity costs are mostly derived from the decrease in electricity price and used volumes, worth 0.17 mln euros. Positive effects are reduced slightly by increased used unit costs in treatment plants worth 0.08 mln euros.
- In the 4th quarter of 2014 the pollution tax expense increased by 0.27 mln euros or 465.5%. The increase is related to the incident in one of the pumping stations in the 4th quarter of 2014 and insurance premium received in the 4th quarter of 2013. Eliminating the one-off influences the pollution tax expenses had been stable increasing only by 0.001 mln euros or 0.6% in the 4th quarter of 2014 compared to relevant period in 2013.
Without the mentioned influences in both years, the main contribution to increased pollution tax costs came from increased pollution load in the amount of 0.01 mln euros and increased tax rates in the amount of 0.03 mln euros, balanced by the decreased volumes treated in the amount of 0.04 mln euros.
Other cost of goods sold (staff costs, depreciation, construction services and other cost of goods sold) in the main operating activity decreased by 0.34 mln euros or 8.6%. Most of the decrease came from decrease in construction services costs due to the lower construction activities and other costs, balanced by the increase in depreciation costs.
In 2014 the construction services projects came to an end earlier than in 2013, lowering the costs related to construction in the 4th quarter compared to the same period in 2013. In 2014 the external constructions have been less profitable than in 2013. Decreased staff costs by 3.7% or 0.05 mln euros mainly relate to performance related payments being lower than last year, while in general the group has higher headcount to provide more efficient and broader range of insourced services and higher staff costs related to that. Decrease in other costs were related to the less maintenance works.
As a result of all of the above the Group’s gross profit for the 4th quarter of 2014 was 7.95 mln euros, which is a decrease of 0.35 mln euros, or 4.2%, compared to the gross profit of 8.29 mln euros for the 4th quarter of 2013.
Other Operating Costs
General administration expenses decreased in total 0.21 mln euros or 14.7%. The consultation and legal fees and their timing continue to have an impact on the administrative expenses. For the full year the administrative costs were 9.0% or 0.46 million euros higher.
Other net income/expenses
Other net costs resulted a net expense of 0.01 mln euros, compared to 0.15 mln euros net expense in the 4th quarter of 2013. The result in the 4th quarter of 2014 has been influenced by lower amount of doubtful receivables than in the 4th quarter of 2013.
Operating profit
As a result of above factors the Group’s operating profit for the 4th quarter of 2014 totalled 6.61 mln euros compared to 6.55 mln euros in the corresponding quarter in 2013, which shows an increase of 0.05 mln euros or 0.8%. Removing the impact of pollution tax in relevant periods the Group’s operating profit had been 5.1% or 0.32 mln euros higher.
Financial expenses
The Group’s net financial expenses have been relatively stable amounting to 0.32 mln euros in the 4th quarter of 2014, which is a positive change of 0.04 mln euros compared to 0.36 mln euros financial expense in the 4th quarter of 2013. The difference is a result of positive change of the fair value of the swap contracts and which is balanced by a negative decline from interest income.
The standalone swap agreements have been signed to mitigate the majority of the long term floating interest risk, the interest swap agreements are signed for 75 mln euros and 20 mln euros are still with floating interest rate. At this point in time the estimated fair value of the swap contracts is negative, totalling 1.84 mln euros. Effective interest rate (incl. swap interests) in the 4th quarter of 2014 was 3.14%, amounting in the interest costs of 0.76 mln euros, compared to the effective interest rate of 3.18% and the interest costs of 0.77 mln euros into the 4th quarter of 2013.
Interest income has decreased in the 4th quarter of 2014 by 0.04 mln euros or 40.8%.
Profit Before and After Tax
The Group’s profit before and after taxes for the 4th quarter of 2014 was 6.29 mln euros, which is 0.10 mln euros or 1.5% higher than the profit before taxes of 6.19 mln euros for the 4th quarter of 2013, resulting mainly from decreased revenues, increased pollution tax costs and an decrease in professional fees and other income/expenses as described above.
Results for the twelve months of 2014
During the twelve months of 2014 the Group’s total sales increased, year on year, by 0.3% to 53.24 mln euros. Sales of water and wastewater treatment were 48.60 mln euros, a 1.8% increase compared to the twelve months of 2013.
The movements in sales are mostly similar to the movements in the 4th quarter described above. There has been a slight 0.51 mln euros or 2.2% increase in the sales to residential customers and 0.03 mln euros or 0.2% increase in the sales to the commercial clients. The sales revenues from outside service area clients for water, wastewater and storm water services has also been relatively stable showing an increase of 0.21 mln euros or 4.9% compared to twelve months in 2013.
The revenues from storm water treatment and fire hydrants services in the twelve months of 2014 have decreased 0.35 mln euros or 10.3% compared to twelve months in 2013.
Total direct production costs (water abstraction charges, chemicals, electricity and pollution taxes) decreased by 0.01 mln euros or 0.1% year on year. Biggest decrease came from the decrease in electricity costs, balanced by the increase in pollution tax costs as described below.
- Water abstraction charges increased only by 0.06 mln euros or 6.0% to 1.06 mln euros during 12 months in 2014, driven mainly by 5% raise in tax rates (worth 0.05 mln euros).
- Total chemical costs remained broadly flat, increasing 0.01 mln euros or 0.2% to 1.74 mln euros in the 12 months in 2014. Costs change was mainly influenced by the increase in dosage used in sewage treated, which was balanced by increase in treated volumes and chemicals price. Chemical costs were lower in water treatment due to the better raw water quality resulting in lower dosage used.
- Electricity costs decreased by 0.36 mln euros or 10.6% during the 12 months in 2014 compared to the same period in 2013. Lower electricity costs are mostly derived from the decrease in electricity price and used unit costs, worth 0.26 mln euros.
- In the 12 months of 2014 the pollution tax expense increased by 0.29 mln euros or 15.5%. The slight increase is masked by the incidents in the wastewater treatment plant in the twelve months of 2013. Eliminating the one-off influences the pollution tax expenses have increased by 1.19 mln euros or 159.1% in the twelve months of 2014 compared to relevant period in 2013.
The problems with the allowed concentrations of heavy metals reported in the 1st and 2nd quarters have been resolved, with the issuance of the new revised water permit. In the 1st and 2nd quarter of 2014 the Group had higher pollution tax costs as limit concentrations of heavy metals in treated effluent were reduced 400 times, due to which the Group was not technically able to meet the limit values, although nothing was changed in the efficiency of Group’s operations
Other cost of goods sold (staff costs, depreciation, construction services and other cost of goods sold) in the main operating activity decreased by 0.10 mln euros or 0.7%. Most of the decrease came from lower construction services costs and other costs, as construction profitability has not been that high and there have been less maintenance works than in the relevant period in 2013. Decrease has been balanced by increased depreciation costs and staff costs.
Due to the increased revenues and broadly flat expenses the gross profit for 12 months in 2014 has improved by 0.26 mln euros or 0.9% compared to the same period in 2013. The operating profit remained also fairly stable increasing by 0.3% to 24.83 mln euros during the twelve months of 2014 compared to the twelve months of 2013. The increase in the operating profit of 0.07 mln euros was very much influenced by increased administration costs, which in itself were highly impacted by higher legal charges related to ongoing tariff dispute.
Net financial expenses increased by 1.90 mln euros or 971.4%. Almost fully influenced by the non-monetary impact of the change in the fair value of the swap contracts the Company has entered. The positive non-monetary impact for 2014 expenses is 0.48 mln euros (2013: positive impact 2.25 mln euros).
The Group’s profit before taxes for the twelve months of 2014 was 22.73 mln euros, which is a 7.5% decrease compared to the relevant period in 2013. The Group’s net profit for the twelve months of 2014 was 17.94 mln euros, which is 1.99 mln euros lower than the net profit of 19.94 mln euros in the equivalent period in 2013.
Balance sheet
In the twelve months of 2014 the Group invested 11.07 mln euros into fixed assets. As of 31 December 2014 non-current fixed assets amounted to 157.48 mln euros and total non-current assets amounted to 158.34 mln euros. (31. December 2013: 152.25 mln euros and 155.50 mln euros respectively).
The reduction in receivables and prepayments of 6.75 mln euros to 8.26 mln euros is mainly related to collection of the money for extension program.
Compared to the year end of 2013 the current liabilities have decreased by 2.39 mln euros to 8.83 mln euros. The movement is mainly related to the decrease in Current portion of long-term borrowings in the amount of 1.98 mln euros. As a result of the refinancing of 20 mln euro loan the current portion of the loan balance was reclassified to the long term liabilities. The liabilities were also affected by the change of the fair value of derivatives having an impact on the current liabilities in the amount of 0.74 mln euros.
The Group’s loan balance has remained stable at 95 mln euros. As mentioned before in May 2014, the Company replaced its loan from NIB with the new loan in the amount of 20 mln euros. In December 2014 the Company amended two loans, extending the maturity date from 2015 to 2020. The weighted average interest risk margin for the total loan facility is 1.04%.
The Group has a Total debt/Total assets level as expected of 57.6%, in range of 55%-65%, reflecting the Group’s equity profile. This level is consistent with the same period in 2013 when the total debt/total assets ratio was 57.0%.
Biggest share of the rest of the long term liabilities is deferred income from connection fees amounting to 12.57 mln euros (2013: 10.14 mln euros).
In the 4th quarter of 2011 the Group recorded and noted an exceptional contingent liability, which could cause an outflow of economic benefits of up to 36.0 mln euros. In the 4th quarter of 2014 the Group re-evaluated the liability, which now stands at 40.1 mln euros, as per note 13 to the accounts.
Cash flow
As of 31 December 2014 the cash position of the Group is strong. At the end of December 2014 the cash balance of the Group stood at 38.56 mln euros, which is 18.8% of the total assets (2013: 31.79 mln, which is 15.7% of the total assets).
The biggest contribution to the cash flows comes from main operations. During the twelve months of 2014, the Group generated 31.45 mln euros of cash flows from operating activities, an increase of 1.65 mln euros compared to the corresponding period in 2013.
2014 operating cash flows were above 2013 cash flows due to a change in working capital. Underlying operating profit still continues to be the main contributor to operating cash flows. The collection of receivables is continuously strong.
The Group’s cash flows from investing activities have also been positive for past two years. In the twelve months of 2014 net cash flows from investing activities resulted in a cash inflow of 1.32 mln euros, a decrease of 2.05 mln euros compared to an inflow of 3.37 mln euros in the twelve months of 2013. This is made up as follows:
In the twelve months of 2014 the investments in fixed assets have increased 0.46 mln euros compared to 2013 amounting to 9.65 mln euros.
The compensations received for the construction of pipelines were 10.52 mln euros in the twelve months of 2014, an increase of 2.64 mln euros compared to same period in 2013. Most of the cash collected for pipes is related to the sewage network extension program which was ended in 2012. The collections will still continue till March 2015. In 2013 the loan from Maardu Vesi was collected in full. The Group has not given out any new loans.
In the twelve months of 2014, cash outflow from financing amounted to 26.00 mln euros, which is 0.68 mln euros more than in the same period of 2013, mainly due to increased dividend payment and dividend income tax payment by 0.76 mln euros, balanced slightly by lower interest and financing costs by 0.08 mln euros.
Employees
At the end of the 4th quarter of 2014, the total number of employees was 321 compared to 304 at the end of the 4th quarter of 2013. The full time equivalent (FTE) was respectively 307 in 2014 compared to the 293 in 2013. The management continues to work actively for the efficiencies in processes to balance the increase in individual salaries and cost pressure from the market with more productive company structure.
Dividends
Dividend allocation to the shareholders is recorded as the liability in the financial statement of the Company at the time when the profit allocation and dividend payment is confirmed by the annual general meeting of shareholders.
According to the dividend policy, which is also published on Company’s website, the Company will maintain dividends to shareholders at the same amount in real terms, i.e. dividends will increase in line with inflation each year.
On the annual general meeting of shareholders held on 20th May 2014, 90 cents dividends per share and the total dividend pay-out from the profit of 2013 net income in the amount of 18.00 mln euros was approved. It is in accordance with the Company’s dividend policy. Compared to 2013 dividends of 87 cents per share, the increase is equal to the inflation.
Dividends were paid out on 13th of June 2014.
Share performance
AS Tallinna Vesi is listed on NASDAQ OMX Main Baltic Market with trading code TVEAT and ISIN EE3100026436.
As of 31 December 2014 AS Tallinna Vesi shareholders, with a direct holding over 5%, were:
United Utilities (Tallinn) BV | 35.3% |
City of Tallinn | 34.7% |
Pension funds holdings in the Company shares dropped in the 4th quarter of 2014, after Nordea bank acquired Ergo Life insurance and liquidated its holdings in companies listed on the Baltic market. At the end of 2014 the pension funds owned 1.54% of the total shares compared to 2.56% at the end of 4th quarter 2013.
As of 31 December 2014, the closing price of the AS Tallinna Vesi share was 13.10 euros, which is a 3.2% (2013: 15.5%) increase compared to the closing price of 12.70 euros at the beginning of the quarter. During the same period the OMX Tallinn index decreased by -1.3% (2013: -2.3%).
In the twelve months of 2014 4 962 deals with the Company’s shares were concluded (2013: 5 469 deals) during which 1 239 thousand shares or 6.2% exchanged their owners (2013: 1 853 thousand shares or 9.3%).
The turnover of the transactions was 3 192 thousand euros lower than in 2013 amounting to 15 947 thousand euros. The share price has shown an increase despite of the on-going contractual debate.
Operational performance
Similarly to previous years, in 2014 can be characterized by permanently high quality levels. Above all, it gives security to our consumers that they are provided with a high-quality drinking water. Low leakage level is another positive sign of the Company’s excellent performance. We continue to commit to the improvement of customer service and focus on our activities in increasing the environmental awareness of the community. Operational indicators in 2014 are as follows:
Indicator |
2014 12 months |
2013 12 months |
Drinking water | ||
Compliance of water quality at the customers tap | 99.80% | 99.70% |
Water loss in the water distribution network | 16.14% | 16.98% |
Average duration of water interruptions per property | 3.15 h | 3.46 h |
Wastewater | ||
Number of sewer blockages | 757 | 762 |
Number of customer contacts regarding flooding, blockages and storm water | 1 060 | 1 405 |
Wastewater treatment compliance with environmental standards | 100% | 100% |
Customer Service | ||
Number of written complaints | 76 | 118 |
Number of customer contacts regarding water quality | 152 | 252 |
Number of customer contacts regarding water pressure | 380 | 576 |
Responding written customer contacts within at least 2 work days | 99.1% | 99.1% |
Number of failed promises | 54 | 117 |
Notification of unplanned water interruptions at least 1h before the interruption | 95.00% | 96.90% |
Corporate structure
At the end of the quarter, 31 December 2014, the Group consisted of 2 companies. The subsidiary Watercom OÜ is wholly owned by AS Tallinna Vesi and consolidated to the results of the Company.
Corporate Governance
Supervisory Council
Supervisory Council plans and organises the management of the Company and supervises the activities of the Management Board. According to AS Tallinna Vesi articles of association Supervisory Council consists of 9 members who are appointed for two years.
Supervisory Council has formed three committees to advise Supervisory Council on audit, remuneration and corporate government matters.
More information about the Supervisory Council and committees can be found in the note 12 to the financial statements as well as from the Company’s webpage:
http://tallinnavesi.ee/en/Investor/Corporate-Governance/Supervisory-Board
http://tallinnavesi.ee/en/Investor/Corporate-Governance/Audit-Committee
http://tallinnavesi.ee/en/Investor/Corporate-Governance/Corporate-Governance-Report
Management Board
Management Board is a governing body which represents and manages AS Tallinna Vesi in its daily operations in accordance with the legal requirements as well as the Articles of Association. The Management Board must act economically in the most efficient way taking into consideration the interest of the Company and its shareholders and ensure the sustainable development of the Company in accordance with the set objectives and strategy.
To ensure that the company’s interests are met in the best way possible, the Management and Supervisory Boards shall extensively collaborate. Meetings of Management and Supervisory Board members are held at least once a quarter. In those meetings the Management Board informs the Supervisory Council about all significant issues in Company’s business operations, the fulfilment of the company’s short and long-term goals are being discussed and the risks impacting them. For every meeting of the Management Board prepares report and submits the report in advance with the sufficient time for the Supervisory Board to study it.
According to the Articles of Association the Management Board consists of 2-5 members, who are elected for 3 years.
Starting from 2nd of June 2014 there are 3 members of the Management Board of AS Tallinna Vesi: Karl Heino Brookes (Chairman of the Board, with the powers of the Management Board Member until 20 March 2017), Aleksandr Timofejev (with the powers of the Management Board Member until 29 October 2015) and Riina Käi (with the powers of the Management Board Member until 29 October 2015).
Additional information on the members of the Management Board can be found from the Company’s website:
http://tallinnavesi.ee/en/Investor/Corporate-Governance/Management-Board
Future actions & risks
Legal claim for breach of international treaty
In May 2014, the Supervisory Council of the Company gave notice of potential international arbitration proceedings against the Republic of Estonia for breaching the undertakings it is required to abide by in the bilateral investment treaty.
In October 2014 AS Tallinna Vesi and its shareholder United Utilities (Tallinn) B.V have commenced international arbitration proceedings against the Republic of Estonia for breach of the Agreement on the Encouragement and Reciprocal Protection of Investments between the Kingdom of The Netherlands and the Republic of Estonia.
The claim was filed as three years of intensive negotiation to try and reach an amicable settlement that has not happened.
Additional details surrounding this claim can be found via the following links:
https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=609264&messageId=754811
https://newsclient.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=627851&messageId=779161
Disclosure of relevant papers and perspectives
The Company has published its tariff application and all relevant correspondence with the CA on its website (http://www.tallinnavesi.ee/?op=body&id=728) and to the Tallinn Stock Exchange and will keep its investors informed of all future developments regarding the further key developments regarding the processing of the tariff application.
In opposite to the Company the CA has requested the Court procedures to be closed. Based on misleading information submitted by the CA the Court approved the CA’s request. ASTV has reapplied for open proceedings.
At this point in time the Company is unable to say what is going to happen to the tariffs before Court judgments and outcome of an arbitration. The outcome and lengths of the Court proceedings and arbitration is outside the control of the Company.
STATEMENT OF COMPREHENSIVE INCOME | IV quarter | IV quarter | 12 months | 12 months |
(thousand €) | 2014 | 2013 | 2014 | 2013 |
Revenue | 13 310 | 13 778 | 53 241 | 53 087 |
Costs of goods sold | -5 363 | -5 484 | -22 399 | -22 505 |
GROSS PROFIT | 7 947 | 8 294 | 30 842 | 30 582 |
Marketing expenses | -106 | -152 | -456 | -690 |
General administration expenses | -1 229 | -1 440 | -5 517 | -5 060 |
Other income/ expenses (-) | -7 | -151 | -41 | -75 |
OPERATING PROFIT | 6 605 | 6 551 | 24 828 | 24 757 |
Financial income | 58 | 98 | 432 | 681 |
Financial expenses | -375 | -456 | -2 532 | -877 |
PROFIT BEFORE TAXES | 6 288 | 6 193 | 22 728 | 24 561 |
Income tax on dividends | 0 | 0 | -4 785 | -4 625 |
NET PROFIT FOR THE PERIOD | 6 288 | 6 193 | 17 943 | 19 936 |
COMPREHENSIVE INCOME FOR THE PERIOD | 6 288 | 6 193 | 17 943 | 19 936 |
Attributable to: | ||||
Equity holders of A-shares | 6 287 | 6 192 | 17 942 | 19 935 |
B-share holder | 0,60 | 0,60 | 0,60 | 0,60 |
Earnings per A share (in euros) | 0,31 | 0,31 | 0,90 | 1,00 |
Earnings per B share (in euros) | 600 | 600 | 600 | 600 |
STATEMENT OF FINANCIAL POSITION | ||
(thousand €) | 31.12.2014 | 31.12.2013 |
ASSETS | ||
CURRENT ASSETS | ||
Cash and equivalents | 38 560 | 31 786 |
Trade receivables, accrued income and prepaid expenses | 8 261 | 15 010 |
Inventories | 412 | 429 |
TOTAL CURRENT ASSETS | 47 233 | 47 225 |
NON-CURRENT ASSETS | ||
Other long-term receivables | 0 | 2 213 |
Property, plant and equipment | 157 481 | 152 246 |
Intangible assets | 862 | 1 037 |
TOTAL NON-CURRENT ASSETS | 158 343 | 155 496 |
TOTAL ASSETS | 205 576 | 202 721 |
LIABILITIES | ||
CURRENT LIABILITIES | ||
Current portion of long-term borrowings | 261 | 2 146 |
Trade and other payables | 4 855 | 4 761 |
Derivatives | 1 078 | 1 816 |
Prepayments | 2 631 | 2 490 |
TOTAL CURRENT LIABILITIES | 8 825 | 11 213 |
NON-CURRENT LIABILITIES | ||
Deferred income from connection fees | 12 567 | 10 143 |
Borrowings | 96 250 | 93 618 |
Derivatives | 761 | 507 |
Other payables | 23 | 32 |
TOTAL NON-CURRENT LIABILITIES | 109 601 | 104 300 |
TOTAL LIABILITIES | 118 426 | 115 513 |
EQUITY CAPITAL | ||
Share capital | 12 000 | 12 000 |
Share premium | 24 734 | 24 734 |
Statutory legal reserve | 1 278 | 1 278 |
Retained earnings | 49 138 | 49 196 |
TOTAL EQUITY CAPITAL | 87 150 | 87 208 |
TOTAL LIABILITIES AND EQUITY CAPITAL | 205 576 | 202 721 |
CASH FLOW STATEMENT | 12 months | 12 months |
(thousand €) | 2014 | 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Operating profit | 24 828 | 24 757 |
Adjustment for depreciation/amortisation | 5 851 | 5 809 |
Adjustment for profit from government grants and connection fees | -150 | -117 |
Other non-cash adjustments | -33 | 11 |
Profit/loss(+) from sale and write off of property, plant and equipment, and intangible assets | 145 | -138 |
Change in current assets involved in operating activities | 1 165 | -433 |
Change in liabilities involved in operating activities | -357 | -92 |
Total cash flow from operating activities | 31 449 | 29 797 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Loans granted | 0 | 0 |
0 | 3 814 | |
Acquisition of property, plant and equipment, and intangible assets | -9 646 | -9 187 |
Proceeds from sales of property, plant and equipment | 10 523 | 7 885 |
Compensations received for construction of pipelines | 13 | 165 |
Interest received | 432 | 693 |
Total cash flow from investing activities | 1 322 | 3 370 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Received loans | 20 000 | 0 |
Repayment of loans | -20 000 | 0 |
Interest paid and loan financing costs, incl swap interests | -2 995 | -3 154 |
Repayment of finance lease | -216 | -136 |
Dividends paid | -18 001 | -17 401 |
Income tax on dividends | -4 785 | -4 625 |
Total cash flow from financing activities | -25 997 | -25 316 |
Change in cash and bank accounts | 6 774 | 7 851 |
CASH AND EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 31 786 | 23 935 |
CASH AND EQUIVALENTS AT THE END OF THE PERIOD | 38 560 | 31 786 |
Karl Heino Brookes
Chairman of the Management Board
+372 6262 201
karl.brookes@tvesi.ee