TALLINNA KAUBAMAJA GRUPP TALLINNA KAUBAMAJA GRUPP AS
Consolidated Interim Report for
the Fourth quarter and 12 months of 2022
(unaudited)
Tallinna Kaubamaja Grupp AS
Table of contents | ||
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 15 | |
MANAGEMENT BOARD'S CONFIRMATION TO THE CONDENSED CONSOLIDATED FINANCIAL | ||
STATEMENTS | 15 | |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 16 | |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE | ||
INCOME 17 | ||
CONDENSED CONSOLIDATED CASH FLOW STATEMENT | 18 | |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY | 19 | |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM ACCOUNTS | 20 | |
Note 1. Accounting Principles Followed upon Preparation of the Condensed Consolidated Interim Ac- | ||
counts | 20 | |
Note 2. Cash and cash equivalents | 21 | |
Note 3. Trade and other receivables | 21 | |
Note 4. Trade receivables | 21 | |
Note 5. Inventories | 21 | |
Note 6. Subsidiaries | 22 | |
Note 7. Investments in associates | 23 | |
Note 8. Long-term trade and other receivables | 24 | |
Note 9. Investment property | 24 | |
Note 10. | Property, plant and equipment | 25 |
Note 11. | Intangible assets | 27 |
Note 12. | Borrowings | 28 |
Note 13. | Trade and other payables | 30 |
Note 14. | Taxes | 30 |
Note 15. | Share capital | 30 |
Note 16. | Segment reporting | 31 |
Note 17. | Services expenses | 36 |
Note 18. | Staff costs | 37 |
Note 19. | Earnings per share | 37 |
Note 20. | Related party transactions | 37 |
Consolidated Interim Report for the Fourth quarter and 12 months of 2022 (unaudited)
2
Tallinna Kaubamaja Grupp AS
COMPANY PROFILE AND CONTACT DETAILS
The primary areas of activity of the companies of the Tallinna Kaubamaja Grupp AS (hereinafter referred to as the 'Tallinna Kaubamaja Group' or 'the Group') include retail and wholesale trade and rental activities. The Tallinna Kaubamaja Group employs more than 4,600 employees.
The Company is listed on the Tallinn Stock Exchange.
Registered office: | Kaubamaja 1 |
10143 Tallinn | |
Republic of Estonia | |
Registry code: | 10223439 |
Beginning of financial year: | 1 January 2022 |
End of financial year: | 31 December 2022 |
Beginning of interim report period: | 1 January 2022 |
End of interim report period: | 31 December 2022 |
Auditor: | PricewaterhouseCoopers AS |
Telephone: | 372 667 3300 |
E-mail: | tkmgroup@kaubamaja.ee |
Consolidated Interim Report for the Fourth quarter and 12 months of 2022 (unaudited)
3
Tallinna Kaubamaja Grupp AS
MANAGEMENT REPORT
Management
In order to manage the Group the general meeting of the shareholders, held at least once in a year, elects supervisory board, which according to the articles of association may have 3 to 6 members. Members of the Group supervisory board are elected for three years. Members of the Group supervisory board are Jüri Käo (chairman of the supervisory board), Enn Kunila, Gunnar Kraft and Meelis Milder. Andres Järving has applied for resignation from his position at the supervisory board as of 1st of January 2023. His resignation will be decided by the next ordinary general meeting of shareholders. The mandates of the remaining supervisory board members Jüri Käo, Enn Kunila, Meelis Milder and Gunnar Kraft will expire on 20 May 2024. During the period between the general meetings the supervisory board plans actions of the company, organises management and accomplishes supervision over management actions. Regular supervisory board meetings are held at least 10 times in a year. In order to manage daily activities the supervisory board appoints member(s) of the management board of the Tallinna Kaubamaja Group in accordance with the Commercial Code. In order to elect a member of the management board, his or her consent is required. By the articles of association a member of the management board shall be elected for a specified term of three years. Extension of the term of office of a member of the management board shall not be decided earlier than one year before the planned date of expiry of the term of office, and not for a period longer than the maximum term of office prescribed by the articles of association. Currently the management board of Group has one member. The term of office of the management board member Raul Puusepp was extended on 2020 and his term of office expires on 6 March 2023.
The law, the articles of association, decisions and goals stated by the shareholders and supervisory board are followed for managing the company. By Commercial Code a resolution on amendment of the articles of association shall be adopted, if at least two-third of the votes represented at a general meeting is in favour. A resolution on amendment of the articles of association shall enter into force as of making of a corresponding entry in the commercial register. The Group does not possess several classes of shares.
Structure of the company
The Group is reporting its economic activities under five operating segments as follows.
- The operating segment of supermarkets is focused on the retail sales of food products and convenience goods.
- The main area of activity of the department store segment is the retail sales of beauty and fashion products. The segment includes the retail sales of the department stores, as well as the beauty store chain.
- The car trade segment is focused on the import and sale of cars and spare parts for cars.
- The real estate segment is involved with the development, management and maintenance of the real estate owned by the Group and with renting commercial premises.
- The principal activity of the security segment is the provision of security solutions.
The following companies belong to the Group as of December 31, 2022:
Shareholding | Shareholding | ||
as of | as of | ||
Selver supermarkets | Location | 31.12.2022 | 31.12.2021 |
Selver AS | Estonia | 100% | 100% |
Kulinaaria OÜ | Estonia | 100% | 100% |
Department stores | |||
Kaubamaja AS | Estonia | 100% | 100% |
TKM Finants AS | Estonia | 100% | 100% |
OÜ TKM Beauty | Estonia | 100% | 100% |
OÜ TKM Beauty Eesti | Estonia | 100% | 100% |
AS TKM King | Estonia | 0% | 100% |
Rävala Parkla AS | Estonia | 50% | 50% |
Consolidated Interim Report for the Fourth quarter and 12 months of 2022 (unaudited)
4
Tallinna Kaubamaja Grupp AS | |||
Shareholding | Shareholding | ||
as of | as of | ||
Car trade | Location | 31.12.2022 | 31.12.2021 |
TKM Auto OÜ | Estonia | 100% | 100% |
KIA Auto AS | Estonia | 100% | 100% |
AS Viking Motors | Estonia | 100% | 100% |
SIA Forum Auto | Latvia | 100% | 100% |
Verte Auto SIA | Latvia | 100% | 100% |
KIA Auto UAB | Lithuania | 100% | 100% |
Security segment | |||
Viking Security AS | Estonia | 100% | 100% |
Real estate | |||
Tallinna Kaubamaja Kinnisvara AS | Estonia | 100% | 100% |
OÜ Tartu Kaubamaja Kinnisvara | Estonia | 100% | 100% |
SIA TKM Latvija | Latvia | 100% | 100% |
TKM Lietuva UAB | Lithuania | 100% | 100% |
On 7 July 2022, the Group announced to the stock exchange the decision to merge the companies Selver AS and AS TKM King. The merger was entered into the commercial register on 26 September 2022 and AS TKM King was deleted from the commercial register at the same time. In accordance with the merger agreement signed on 7 July 2022, Selver AS is the legal successor of AS TKM King, and all the assets of AS TKM King were transferred to Selver AS as a whole upon entering the merger into the commercial register. By now, all stores of AS TKM King are closed, and the wholesale business of AS TKM King has been merged with Selver AS.
Share market
Since 19 August 1997, the shares of the Group have been listed in the main list of securities of the Nasdaq Baltic and is today the oldest listed company in the Baltics. The Group has issued 40,729,200 registered shares, each with the nominal value of 0.40 euros. The shares are freely transferable, no statutory restrictions apply. There are no restrictions on transfer of securities to the company as provided by contracts between the company and its shareholders. We do not have information about contracts between the shareholders restricting the transfer of securities. NG Investeeringud OÜ has direct significant participation. Shares granting special rights to their owners have not been issued.
The members of the management board of the Group have no right to issue or buy back shares. In addition, there are no commitments between the company and its employees providing for compensation in mergers and acquisitions under article 19' of Stock Market Trade Act.
The share with a price of 11.22 euros at the end of 2021 was closed in the end of 2022 at the level of 9.37 euros, decreased by 16.5% in twelve months.
According to the notice of regular annual general meeting of the shareholders published on 22 February 2022, the management board proposed to pay dividends 0.68 euros per share. The general meeting of shareholders approved it.
Consolidated Interim Report for the Fourth quarter and 12 months of 2022 (unaudited)
5
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Tallinna Kaubamaja Grupp AS published this content on 20 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2023 07:20:03 UTC.
