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PRFoods

Interim / Quarterly Report Feb 28, 2023

2223_ir_2023-02-28_fd1879be-b4e5-462d-ba9f-a135d189aa8d.pdf

Interim / Quarterly Report

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AS PRFoods

Consolidated Unaudited Interim Report 2nd quarter and 6 months of 2022/2023 (translation from the Estonian original)

2022/2023 2nd QUARTER & 6 MONTHS

Business name AS PRFoods
Commercial registry code 11560713
Address Pärnu mnt 141, Tallinn, Estonia
Phone +372 452 1470
Website prfoods.ee
Main activities Production and sale of fish products
Fish farming
Reporting period 1 October 2022 – 31 December 2022
CORPORATE PROFILE4
MANAGEMENT REPORT 7
OVERVIEW OF ECONOMIC ACTIVITIES 7
MANAGEMENT AND SUPERVISORY BOARDS 15
SHARE AND SHAREHOLDERS 16
BOND AND BONDHOLDERS 18
CONDENSED INTERIM ACCOUNTING REPORT 20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION21
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY23
CONSOLIDATED STATEMENT OF CASH FLOWS24
NOTES TO THE INTERIM REPORT25
NOTE 1.
SUMMARY OF MATERIAL ACCOUNTING POLICIES 25
NOTE 2.
CASH AND CASH EQUIVALENTS25
NOTE 3.
RECEIVABLES AND PREPAYMENTS26
NOTE 4.
INVENTORIES 26
NOTE 5.
INTEREST-BEARING LIABILITIES26
NOTE 6.
PAYABLES AND PREPAYMENTS27
NOTE 7.
EQUITY 27
NOTE 8.
RELATED PARTY TRANSACTIONS28
NOTE 9.
ASSOCIATE COMPANIES 28
NOTE 10. SUBSIDIARIES 29
NOTE 11. FINANCIAL STATEMENTS OF SUBSIDIARIES 30
MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 31

CORPORATE PROFILE

AS PRFoods ("Group") is a company engaged in fish farming, processing and sales. The Group's shares are listed on the main list of NASDAQ OMX Tallinn Stock Exchange since 5 May 2010 and its bonds are listed on the NASDAQ Tallinn bond list since 6 April 2020.

AS PRFoods subsidiary Saaremere Kala AS signed an agreement on 20.09.2022 to transfer 100% shares of Överumans Fisk AB to Vattudalens Fisk AB. Transaction was finalized during 2022/2023.

AS PRFoods will take the future direction of the development of fish farming in Estonia, with the aim of becoming the largest fish farmer in the region and UK operations

Since the acquisition of John Ross Jr. and Coln Valley Smokery in the summer of 2017, the Group has sales experience to 37 countries in Europe, North and South America, and Asia.

Main activities of the Group are fish farming and manufacturing of fish products. The main products are salmon and rainbow trout products. Approximately 2/3 of the raw fish used in the Group's rainbow trout production comes from the Group's fish farms in coastal waters of Saaremaa in Estonia, assuring the highest quality and reliable deliveries. The rest of raw fish is purchased mainly from Norway and Denmark. Fish products are manufactured in two modern factories in Saaremaa (Estonia) and in Aberdeen (Great Britain).

Products of the Group are sold as leading brands in their respective operating market and the primary focus is on higher value-added premium products, increasing thereby the profitability of the company.

AS PRFoods introducd a new brand this year, Saare Kala which emphasises our Saaremaa origin.

We process mostly rainbow trout and salmon in our factories, in smaller quantities also whitefish, perch, pikeperch, vendace, Atlantic and Baltic herrings. We always keep the fish in a place of honour – both when farming and processing it – that is why we raise most of our red fish ourselves and smoke it with alder chips in the traditional way. As our product range is quite wide, a favourite product can be found for the whole family – lightly salted trout slices that have won the title of the Best Fish Product in Estonia, children's favourite trout cutlets or trout roe for a more festive occasion.

The Group is actively involved in developing new products for expanding also to new export markets.

THE GEOGRAPHY OF PRODUCTION AND SALES

GROUP STRUCTURE AS AT 31.12.2022

1) The Group does not consolidate Avamere Kalakasvatus OÜ as it holds neither dominant nor significant control over the company

2) 64% of Coln Valley Smokery Ltd shares owned by JRJ & PRF Ltd and 36% by John Ross Jr (Aberdeen) Ltd

In addition, AS PRFoods holds a 20%-share of AS Toidu- ja Fermentatsioonitehnoloogia Arenduskeskus (Competence Center of Food and Fermentation Technology).

The most significant trademarks of the Group are "PRFoods" and "John Ross Aberdeen".

MANAGEMENT REPORT

OVERVIEW OF ECONOMIC ACTIVITIES

MANAGEMENT COMMENTARY

2022/23 financial year that started in July 2022 and represents very different group structure. Due to high leverage and losses, we divested from loss-making Finnish operations in 2022 and sold for profit our Swedish operations.

New group structure has fish processing business in Scotland and Saaremaa, Estonia, and farming operations in Estonia.

The Q2 and H1 sales were 7.3 and 11.9 million euros respectively, naturally less due to offload of Finnish operations, both processing and fish farming (15.3 million in Q2 last year and 29.5 million eur in H1). Better focus on Value Added Product sales and fresh fish sales from our farms, marked very sharp turnaround in profit.

First time in post-covid environment all our operational subsidiaries (Saare Kala Tootmine, Redstorm, JRJ) showed positive EBITDA and were profitable in Q2 as you can see from Note 11.

On consolidated basis our results improved drastically in Q2, both on year on year basis and quarter over quarter: EBITDA was 800,000 eur vs -300,000 eur in Q2 2021, improvement of over 360%. On net profit level our results improved by 1,3 million eur: net loss for period was -0.1 meur vs -1,4 meur last year. Our financial expenses decreased by 50% due to leverage. It is important to note that nearly 90% of Group's debt liabilities carry fixed interest (bonds and loans).

Operating profit increased by 120% and was 0.2 meur vs -1,2 meur last year.

PRFoods Net Debt is still very high, but we managed to improve our liquidity ratio back to 1.0. Despite volatility in food markets and high inflation environment, we see continued demand for our products and ability to transfer input price increases to product prices.

On 6 months basis, our consolidated net profit was 733,000 eur vs -2,12 million loss last year. Net profit includes one-off profit from sale of Swedish subsidiary.

While being more concentrated in our size, we are more focused on performance, and we believe we can achieve sustainable EBITDA profitability in our processing business. Fish Farming is seasonal operation still and next harvest season will after end of current financial year.

It has been tough road negotiating COVID, high inflation, war and breakdown of international logistics, but we have managed. Necessary product changes and management changes were completed, and new team is very ambitious and focussed on profitability. Enormous thank you goes out to all our employees who have shown commitment and resilience!

Sincerely, Indrek Kasela

UNAUDITED FINANCIAL RESULTS OF AS PRFOODS, THE 2ND QUARTER OF THE FINANCIAL YEAR 2022/2023 COMPARED TO THE 2ND QUARTER OF FINANCIAL YEAR 2021/2022

  • Unaudited consolidated revenue 7,3 million euros (2Q 2021/2022: 15,3 million euros), a decrease by 52,29%
  • Negative impact from revaluation of fair value of biological assets 0 million euros (2Q 2021/2022: negative impact 0,8 million euros).
  • EBITDA from operations 0,8 million euros (2Q 2021/2022: 0,8 million euros)
  • EBITDA 0,8 million euros (2Q 2021/2022: -0,03 million euros)
  • Operating profit 0,2 million euros (2Q 2021/2022: operating loss 1,0 million euros)
  • Net loss 0,1 million euros (2Q 2021/2022: net loss 1,4 million euros)

SUMMARY OF FINANCIAL RESULTS: 2ND QUARTER OF 2022/2023 COMPARED TO 2ND QUARTER OF 2021/2022

mln EUR 2Q 2022/2023 2Q 2021/2022 Change, mln
EUR
Change, % Impac
t
Sales 7,3 15,3 -8 -52.29%
Gross profit 1,6 2,2 -0,6 -27,27%
EBITDA from operations* 0,8 0,8 0 0%
Revaluation of bioassets 0 -0,8 0,8 100%
EBITDA 0,8 -0,3 1,1 366.67%
Depreciation and amortisation -0,40 -0,66 0.26 39,39%
Operating profit (loss) 0,2 -1,0 1,2 120%
Financial income/expense -0,2 -0,4 0,2 50%
Net profit (loss) -0,1 -1,4 1,3 92,86%

* before one-offs and fair value adjustment of bioassets

UNAUDITED FINANCIAL RESULTS OF AS PRFOODS, THE FIRST 6 MONTHS OF THE FINANCIAL YEAR 2022/2023 COMPARED TO THE FIRST 6 MONTHS OF THE FINANCIAL YEAR 2021/2022

  • Unaudited consolidated revenue 11,9 million euros (6m 2021/2022: 29,5 million euros), a decrease by 59,66%
  • Negative impact from revaluation of fair value of biological assets 0,2 million euros (6m 2021/2022: positive impact 0,1 million euros).
  • EBITDA from operations 0,2 million euros (6m 2021/2022: -0,4 million euros)
  • EBITDA 0,0 million euros (6m 2021/2022: -0,3 million euros)
  • Operating loss 0,6 million euros (6m 2021/2022: operating loss 1,6 million euros)
  • Net profit 0,7 million euros (6m 2021/2022: net loss 2,1 million euros)

SUMMARY OF FINANCIAL RESULTS: 6M OF 2022/2023 COMPARED TO 6M OF 2021/2022

mln EUR 6m 2022/2023 6m 2021/2022 Change, mln EUR Change, % Impact
Sales 11,9 29,5 -17,6 -59,66%
Gross profit 2,1 2,9 -0,8 -27,59%
EBITDA from operations* 0,2 -0,4 0,6 150%
Revaluation of bioassets -0,2 0,1 -0,3 -300%
EBITDA 0,0 -0,3 0,3 100%
Depreciation and amortisation -0,62 -1,32 0,7 -53,03%
Operating profit (loss) -0,6 -1,6 1 -62,5%
Financial income/expense 1,4 -0,4 1,8 450%
Net profit (loss) 0,7 -2,1 2,8 133,33%

* before one-offs and fair value adjustment of bioassets

KEY RATIOS – INCOME STATEMENT

mln EUR
unless indicated otherwise
2Q 2022/2023 2021/2022 2Q 2021/2022 2020/2021
Sales 7,3 42,1 15,3 58,7
Gross profit 1,6 3,1 2,2 5
EBITDA from operations 0,8 -1,7 0,8 -1,2
EBITDA 0,8 -2,1 -0,3 -1,3
EBIT 0,2 -4,2 -1 -3,9
EBT -0,0 -8,2 -1,4 -5
Net profit (loss) -0,1 -8,2 -1,4 -5,2
Gross margin 22,1% 7,4% 14,1% 8,50%
Operational EBITDA margin 11,3% -4,1% 5,2% -2,1%
EBITDA margin 11,3% -5,1% -2,1% -2,1%
EBIT margin 2,9% -9,9% -6,4% -6,6%
EBT margin -0,5% -19,5% -8,9% -8,5%
Net margin -1,8% -19,4% -9,1% -8,8%
Operating expense ratio -18,9% -17,1% 15,1% 16,1%

EBITDA from operations = Profit (Loss) before one-offs and fair value adjustment of bioassets EBITDA = Profit (Loss) before interest, tax, depreciation and amortisation EBIT = Operating profit (loss) EBT = Profit (Loss) before tax Gross margin = Gross profit / Net sales Operational EBITDA margin = EBITDA from operations / Net sales EBITDA margin = EBITDA / Net sales EBIT margin = EBIT / Net sales EBT margin = EBT / Net sales Net margin = Net earnings / Net sales

KEY RATIOS – BALANCE SHEET

Operating expense ratio = Operating expenses / Net sales

mln EUR
unless indicated otherwise
31.12.2022 30.06.2022 31.12.2021 30.06.2021
Net debt 17,7 24,7 24,2 20,9
Equity 7,5 8,1 14,9 15,8
Working capital 0,0 -3,2 -2,6 -2,9
Assets 32,2 38,9 56,0 55,3
Liquidity ratio 1,0x 0,7x 0,9x 0,9x
Equity ratio 23,3% 20,7% 26,7% 28,6%
Gearing ratio 70,2% 75,4% 61,8% 56,9%
Debt to total assets 0,8x 0,8x 0,7x 0,7x
Net debt to operating EBITDA 21,4x -14,5x -14,3x -16,9x
ROE -1,7% -68,5% -26,7% -28,7%
ROA -0,4% -17,3% -7,9% -9,1%

Net debt = Short- and long-term loans and borrowings – Cash

Working capital = Current assets – Current liabilities

Liquidity ratio = Current assets / Current liabilities

Equity ratio = Equity / Total assets

Gearing ratio = Net debt / (Equity + Net debt)

Debt to total assets = Debt / Total assets

Net debt to operating EBITDA. = Net debt / EBITDA from operations for the trailing 12 months

ROE = Net earnings for the trailing 12 months / Average equity

ROA = Net earnings for the trailing 12 months / Average assets

BALANCE SHEET

As at 31.12.2022 consolidated total assets of PRFoods stood at 32,2 million euros. The year before i.e. as at 31.12.2021 the balance sheet totalled 52,8 million euros.

The Group`s current assets stood at 7,5 million euros as at 31.12.2022 (31.12.2021: 14,1 million euros). Non-current assets totalled 24,7 million euros (31.12.2021: 38,7 million euros).

Current liabilities totalled 7,5 million euros as at 31.12.2022 (31.12.2021: 18,1 million euros). Non-current liabilities totalled 17,2 million euros (31.12.2021: 20,7 million euros). Equity of PRFoods was 7,5 million euros (31.12.2021: 13,9 million euros).

REVENUE

The main products of the Group are salmon and rainbow trout goods. The Group is mainly known as a seller of smoked fish products in the UK and a seller of raw fish in Estonia as well as the biggest supplier of caviar to Estonian stores.

The Group's revenue during the first 6 months of the financial year 2022/2023 was 11,9 million euros, less by 17,6 million euros compared to the same period of the previous financial year, when the sales amounted to 29,5 million euros.

GEOGRAPHIC SEGMENTS

mln EUR 6m 22/23 Share, % 6m 21/22 Share, % Change,
mln EUR
Change,
%
Imp.
Finland 0 0% 17,0 57,7% -17 -100%
United Kingdom 8,7 73,1% 5,9 19,9% 2.8 47.5%
Estonia 3,1 26,1% 3,4 11,5% -0.3 -8.8%
Other 0,1 0,8% 3,2 10,9% -3,1 -96.9%
Total 11,9 100% 29,5 100,0% -17.6 -59.7%

The United Kingdom with sales revenue of 8,7 million euros and 73,1% of total sales is the largest market of the Group. Estonian market totalled 3,1 million euros. i.e. 26,1% of the total.

COSTS

6m 22/23 6m 21/22 Change 6m 22/23 6m 21/22 Change
mln EUR mln EUR mln EUR Impact as % of
sales
as % of
sales
%-point Impact
Sales 11,9 29,50 -17,60 100,00% 100,00%
Cost of goods sold -9,79 -26,58 16,79 82,27% 90,11% -7,83
materials in production & cost
of goods purchased for resale
-8,27 -19,61 11,34 69,50% 66,46% 3,03
labour costs -0,53 -3,24 2,71 4,45% 10,97% -6,53
depreciation -0,51 -1,09 0,58 4,29% 3,69% 0,60
other cost of goods sold -0,48 -2,64 2,16 4,03% 8,99% -4,93
Operating expenses -2,49 -4,70 2,21 20,92% 15,95% 4,99
labour costs -0,48 -1,37 0,89 4,03% 4,65% -0,61
transport & logistics services -0,78 -1,67 0,89 6,55% 5,64% 0,89
depreciation -0,10 -0,23 0,13 0,84% 0,78% 0,06 ▼,
advertising. marketing and
product development
-0,01 -0,14 0,13 0,08% 0,48% -0,39
other operating expenses -1,12 -1,29 0,17 9,42% 4,40% 5,04
Other income/expenses -0,24 0,06 -0,30 2,02% 0,21% 1.82
Financial income / expense 1,45 -0,37 1,82 12,18% -1,25% 13,43

COST OF GOODS SOLD (COGS)

COGS was 9,79 million euros and it accounted for 82,18% of the total sales of the first two quarters of the 2022/2023 financial year, (Q2 2021/2022: 26,58 million euros, 90,11% of sales).

Purchase cost of raw fish continues to account for the majority (ca 80%) of the largest COGS item "materials in production and cost of goods purchase for resale" that amounted to 7,08 million euros. Remaining costs are mainly attributable to packaging materials and fish feed.

Labour cost of personnel employed in production and fish farms totalled 1,52 million euros and formed 12,77%% of total sales. Other cost of goods sold amounted to 1,19 million euros and formed 1% of total sales. The cost item includes costs on heating. electricity. rent and utilities. and costs incurred in relation to fish farming and auxiliary activities in production.

OPERATING EXPENSES

Operating expenses amounted to 2,49 million euros and accounted for 20,92% of the total sales (6m 2021/2022: 4,7 million euros, 15,93% of sales).

FISH FARMING

The competitive advantage of the Group is its vertical integration – fish farming, production and sales. About two thirds of the raw trout used in the Group's production is harvested from the Group's own fish farms in the lakes in Sweden and in coastal area of Saaremaa, Estonia, ensuring that customers receive fast and high-quality deliveries.

Vertical integration enables the Group to reduce costs in certain phases of fish farming and to also enhance control foremost over fish processing and marketing. In the fish business, as fish are livestock, the quality assurance in the technological process has keenly to be maintained throughout the entire product lifecycle. In addition to improved cost control, the vertical integration enables to reduce risks in fish farming, for instance due to poor quality of feed or base materials, and to secure the volume required for processing as well as price stability of raw material.

PRICE OF FISH

The fish production industry is extremely dependent on availability and the price of raw fish. Large producers make their production plans for three years in advance as it is difficult and expensive in shorter perspective to adapt a fish farm's production cycle to market needs. Therefore, the world market fish supply is relatively rigid in the short-term, while demand is somewhat shifting depending on the season. This imbalance in fish supply and demand results in constantly fluctuating price of raw fish. Moreover, the far-reaching change in supply chains during the past month in connection with the spread of the virus has increased the amplitude and unpredictability of prices. The Group counters the impact of external environment and volatility of fish price through the changes of the Group's production and sales strategy.

MARKET PRICE OF FISH

EUR/kg 31.12.2022 31.12.2021 31.12.22
vs
31.12.21
31.12.2020 31.12.22
vs
31.12.20
31.12.2019 31.12.22
vs
31.12.19
Salmon 8,33 6,41 29,95% 4,89 70,35% 7,85 6,11%
Rainbow trout 8,31 6,96 19,53% 4,63 79,53% 6,31 31,79%

As at the end of the reporting period the price of salmon has increased by 29,95% and the price of rainbow trout has increased by 19,53% compared to the prices a year ago. Over the two-year period the price of salmon has increased by 70,35% and the trout by 79,53%. The price of salmon has increased by 6,11% and of rainbow trout by 31,79% compared to the prices three years ago.

The graphs below illustrate weekly average prices of salmon and rainbow trout since the financial year 2017/2018.

EXPORT PRICE OF NORWEGIAN RAINBOW TROUT

AVERAGE MARKET PRICE OF FISH

EUR/kg 6k
2022/2023
6k
2021/2022
2022/2023 vs
2021/2022
6k
2020/202
1
2022/2023 vs
2020/2021
6k
2019/2020
2022/2023 vs
2019/2020
Salmon 6,87 5,65 21,59% 4,24 62,03% 5,26 30,61%
Rainbow trout 8,09 6,14 31,76% 4,43 82,62% 5,26 53,80%

As at the end of the reporting period the average market prices of salmon and rainbow trout have increased by 21,59% and 31,76%, respectively compared to the prices of the same period in the previous financial year. Compared to the average prices of a comparable period two years ago, the average prices of salmon and trout have increased by 62,03%

and 82,62%, respectively. The average fish prices have increased compared to the prices three years ago: salmon by 30,61% and rainbow trout by 53,80%.

BIOLOGICAL ASSETS

Biological assets are fish stock accounted for in PRFoods' fish farms in live weight. including rainbow trout (Oncorhynchus mykiss) and European whitefish (Coregonus lavaretus).

The Group uses the Norwegian export statistics (source: akvafakta.no) to assess the value of rainbow trout's stock. For assessing the value of whitefish stock. the monthly market price survey of the Finnish Fish Farmers' Association is used. When the price of raw fish increases or decreases, so does the value of fish harvested in fish farms of PRFoods. having either a positive or a negative impact on the Group's financial results.

BIOMASS VOLUME AND AVERAGE PRICE. EUR/KG

6k 22/23 6k 21/22 Muutus, mln
EUR 6k 22/23
vs 6k 21/22
Muutus, % 6k
22/23 vs 6k
21/22
Biological assets at the end of period.
mln EUR
0 4,52 -4,52 -100%
Fair value adjustment of biological
assets. mln EUR
0 0,07 -0,07 -100%

The fair value of biological assets was 0 million euros compared to 4,52 million euros a year ago.

MANAGEMENT AND SUPERVISORY BOARDS

The Management Board of AS PRFoods is composed of one member – Indrek Kasela – who as per the supervisory board's decision serves as the sole member of the management board since 02.02.2015. The management board is independent in its day-to-day management of the business, protects the best interests of all shareholders and thereby ensures the company's sustainable development in accordance with the set objectives and strategy. It is also responsible for the internal control and risk management processes in the company.

The Supervisory Board of AS PRFoods appoints management board members for a three-year term. The articles of association prescribe the management board to consist of one to four members. Indrek Kasela (born 1971), holds LL.M (Master of Laws) degree from the New York University (1996), BA degree in law from the University of Tartu (1994).

In addition to the management board member position of AS PRFoods, Mr Kasela serves as a member of management board in almost all the Group entities and also in non-Group entities (such as Lindermann, Birnbaum & Kasela OÜ, ManageTrade OÜ ja NBLJK OÜ, etc). He serves as a supervisory board member of AS Toode, ELKE Grupi AS, ELKO Grupa AS, EPhaG AS, Salva Kindlustuse AS, Ridge Capital AS, AS Ekspress Grupp, Elering AS, SA Avatud Eesti Fond, Tulundusühistu Tuleva, Eesti Avamere Vesiviljelejate Ühistu. Furthermore, he is involved in companies and NPOs, incl. domiciled abroad.

The Supervisory Board of AS PRFoods is comprised of six members. The board is chaired by Lauri Kustaa Äimä, members of the supervisory board are Aavo Kokk, Harvey Sawikin, Vesa Jaakko Karo, Arko Kadajane and Kuldar Leis.

The highest governing body of a public limited company is a general meeting of shareholders. General meetings of shareholders are either ordinary or extraordinary.

Pursuant to law, a supervisory board of a public limited company is a supervisory body responsible for planning the activities of a company, organising its management and supervising the activities of its management board. According to the Articles of Association of AS PRFoods, the supervisory board has three to seven members elected by the general meeting of shareholders for the term of three years.

Information on the education and careers of the members of the supervisory board as well as their management positions in other companies is available on PRFoods' website www.prfoods.ee.

PRFOODS' SHARES HELD BY THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS AND THE PERSONS/COMPANIES RELATED TO THEM AS AT 31.12.2022:

Shareholder Number of shares Ownership
interest
Member of the management board – Indrek Kasela 1.613.617 4.17%
Member of the supervisory board – Kuldar Leis 1.223.050 3.16%
Member of the supervisory board – Lauri Kustaa Äimä 125.000 0.32%
Member of the supervisory board – Vesa Jaakko Karo 9.000 0.23%
Member of the supervisory board – Arko Kadajane 8.928 0.02%
Member of the supervisory board – Harvey Sawikin 0 -
Member of the supervisory board – Aavo Kokk 0 -
Total number of shares owned by the members of the supervisory and management
boards
3.060.595 7.91%

SHARE AND SHAREHOLDERS

The registered share capital of the company is 7 736 572 euros which is divided to 38 682 860 ordinary shares without nominal value. All shares are freely transferable and of the same kind. i.e. have equal voting and dividend rights.

PRFoods shares are listed in the main list of Nasdaq Tallinn Stock Exchange since 5 May 2010. PRFoods shares do not have an official market maker. PRFoods share is a component in OMX Tallinn General Index.

PRFoods has twice reduced the nominal value of shares with making payments to shareholders: in 2012 by 10 euro cents and in 2015 by 30 euro cents. The general meeting of shareholders from 26 May 2016 resolved to adopt shares without nominal value and on 30 June 2016 the commercial registry registered the shares without nominal value. The accountable nominal value of a share is 0.20 euro (nominal value of a share was 10.0 Estonian kroons until 13 April 2011. 0.60 euro till 3 September 2012. and 0.50 euro till 2 October 2015).

PRFOODS SHARE PRICE. INDICES AND TRADING ACTIVITY

Tallinn Stock Exchange All-Share index decreased by 11,71% and PRFoods share price decreased by 20,00%.

Index / Share Ticker / index 31.12.2022 31.12.2021 Change
PRFoods share PRF1T 0,288 0,360 -20,00%
OMX Tallinn GI OMXTGI 1766.73 2 001,03 -11.71%

TRADING STATISTICS

Price (EUR) 4Q
2022
3Q
2022
2Q
2022
1Q
2022
4Q
2021
3Q
2021
2Q
2021
1Q
2021
4Q
2020
Open 0.307 0,348 0,340 0,359 0,376 0,425 0,380 0,370 0,374
High 0,318 0,350 0,370 0,435 0,385 0,428 0,428 0,388 0,390
Low 0,280 0,301 0,340 0,300 0,310 0,360 0,380 0,362 0,344
Last 0,290 0,31 0,348 0,349 0,360 0,376 0,425 0,382 0,370
Traded volume. mln 0,12 0,14 0,11 0,52 0,640 0,67 0,66 0,74 0,38
Number of trades 1172 1065 1077 1994 2614 2 443 1 935 2 098 1 573
Average trade volume 102 129 98 263 245 274 340 355 244
Turnover. mln 0,03 0,05 0,04 0,19 0,23 0,26 0,26 0,28 0,14
Market capitalization.
mln
11,22 11,99 13,46 13,50 13,93 14,54 16,44 14,78 14,31

A total of 1 172 trades were conducted with PRFoods' shares during the fourth quarter of 2022. A total of 119 258 shares changed hands forming 0,3% of the company's shares. The average trade volume was 102 shares.

Turnover of share trading amounted to 0,03 million euros in 4Q 2022 and the highest share price in 4Q 2022 was 0,32 euros and the lowest was 0,28 euros.

The closing price of the share was 0,29 euro as at 31.12.2022 and the company's market capitalisation was 11,22 million euros.

BOND AND BONDHOLDERS

PRFoods issued in the 2019/2020 financial year a total of 90,096 bonds in a private placement and 9,904 bonds in a public offering, with nominal value of 100 euros per bond, the interest rate of 6.25% p.a., and with maturity on 22.01.2025. According the terms of the bonds, the interest on the bonds is paid semi-annually (July and January). At the end of bond subscription period, PRFoods owned 4,926 bonds.

Following the completion of the public offering of the bonds, the bonds were listed on Tallinn Stock Exchange. Trading on Nasdaq Tallinn bond list started on 6 April 2020.

As of 30.06.2022, the number of bonds owned by PRFoods is 535 with a nominal value of 53,5 thousand euros.

In the 2020/2021 financial year, PRFoods issued 237 subordinated convertible bonds, with a total nominal value of up to 2,37 million euros, with a nominal value of 10 000 euros per subordinated convertible bond, with an interest rate of 7% per calendar year and a maturity date of 01.10.2025.

In addition, PRFoods announced an additional issue of secured bonds with up to 10,000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6.25% per calendar year.

In addition, PRFoods announced an additional issue of secured bonds (issued in accordance with the terms of issue of PRFoods on 14.01.2020) in the amount of up to 1.0 million euros, with up to 10,000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6.25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A to refinance the investment loan granted to PRFoods by the said shareholder in connection with the maturity of the loan.

As of 31.12.2022, PRFoods has issued 110,237 bonds, of which 110,000 are secured bonds with a nominal value of 100 euro per secured bond, with a total value of 11.0 million euros, and 237 are subordinated convertible bonds with a nominal value of 10,000 euro per subordinated convertible bond, with a total value of 2.37 million euros.

BONDHOLDER STRUCTURE

SEVEN LARGEST BONDHOLDERS OF AS PRFOODS

Value of
bonds
31.12.2022
% of total
31.12.2022
Value of bonds
30.06.2022
% of total
30.06.2022
Change
Swedbank Pensionifond K60 3 940 000 29,5% 3 940 000 29,5% -
ING Luxembourg S.A. AIF (Nominee
account)
3 070 000 23,0% 3 070 000 23,0% -
Swedbank Pensionifond K30 800 000 6,0% 800 000 6,0% -
Rietumu Bankas JSC 750 000 5,6% 750 000 5,6% -
Spring Capital Growth Fund 1 502 700 3,7% 502 700 3,8% -
SEB Banks AS 504 300 3,7% 505 300 3,7% -1 000
Compensa Life Vienna Insurance Group SE 475 800 3,6% 475 800 3,6% -
Suurimad võlakirjaomanikud kokku 10 042 800 75,1% 10 043 800 75,0% -1 000
Ülejäänud võlakirjaomanikud 3 273 700 24,5% 3 272 700 24,6% 1 000
Oma võlakirjad 53 500 0,4% 53 500 0,4% -

BONDHOLDERS BY VALUE OF BONDS. 31.12.2022

Value of bonds Number of
bondholders
% of bondholders Value of bonds % of bond value
1 … 1 000 130 41,0% 68 400 0,5%
1 001 … 10 000 107 33,7% 439 100 3,3%
10 001 … 50 000 58 18,3% 1 327 900 9,9%
50 001 … 100 000 11 3,5% 780 300 5,8%
100 001 … 11 3,5% 10 754 300 80,5%
Total 317 100,0% 13 370 000 100,0%

CONDENSED INTERIM ACCOUNTING REPORT

CONDENSED INTERIM ACCOUNTING REPORT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR '000 Note 31.12.2022 31.12.2021 30.06.2022
ASSETS
Cash and cash equivalents 2 386 498 110
Receivables and prepayments 3 5 016 4 463 2 567
Inventories 4 2 089 4 596 2 196
Biological assets 0 4 523 3 003
Total current assets 7 491 14 080 7 876
Deferred tax assets 0 38 93
Long-term financial investments 304 300 229
Tangible assets 6 944 14 655 8 882
Intangible assets 17 443 23 715 21 837
Total non-current assets 24 691 38 708 31 041
TOTAL ASSETS 32 182 52 788 38 917
EQUITY AND LIABILITIES
Interest-bearing liabilities 5 2 777 6 275 7 094
Payables and prepayments 6 4 672 11 666 3 978
Government grants 0 207 0
Total current liabilities 7 449 18 148 11 072
Interest-bearing liabilities 5 15 270 18 180 17 725
Payables and prepayments 6 0 0 204
Deferred tax liabilities 1 644 1 877 1 599
Government grants 327 662 265
Total non-current liabilities 17 241 20 719 19 792
TOTAL LIABILITIES 24 690 38 867 30 865
Share capital 7 737 7 737 7 737
Share premium 14 007 14 007 14 007
Treasury shares - 390 -390 -390
Statutory capital reserve 51 51 51
Currency translation differences 394 831 839
Retained profit (loss) -14 605 -8 883 -14 391
Equity attributable to parent 7 194 13 353 7 853
Non-controlling interest 297 568 199
TOTAL EQUITY 7 7 491 13 921 8 052
TOTAL EQUITY AND LIABILITIES 32 182 52 788 38 917

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

EUR '000 Note 2Q 2022/2023 2Q 2021/2022 6m 2022/2023 6m 2021/2022
Revenue 7,300 15,292 11,910 29,499
Cost of goods sold -5,688 -13,139 -9,785 -26,572
Gross profit 1,612 2,153 2,125 2,927
Operating expenses -1,379 -2,395 -2,493 -4,704
Selling and distribution expenses -671 -1,668 -1,314 -3,249
Administrative expenses -708 -727 -1,179 -1,455
Other income / expense -21 11 -68 62
Fair value adjustment on biological assets 0 -752 -170 68
Operating profit (loss) 212 -983 -606 -1,647
Financial income / expenses -245 -384 1,447 -368
Profit (Loss) before tax -33 -1,367 841 -2,015
Income tax -102 -17 -108 -109
Net profit (loss) for the period -135 -1,384 733 -2,124
Net profit (loss) attributable to:
Owners of the Parent Company -210 -1,242 668 -2,160
Non-controlling interests 75 -142 66 36
Total net profit (loss) for the period -135 -1,384 733 -2,124
Other comprehensive income (loss) that may
subsequently be classified to profit or loss:
Foreign currency translation differences 0 384 -445 272
Total comprehensive income (expense) -135 -1,000 288 -1,852
Total comprehensive income (expense)
attributable to:
Owners of the Parent Company -210 -858 223 -1,888
Non-controlling interests 75 -142 66 36
Total comprehensive income (expense) for
the period
-135 -1,000 288 -1,852
Profit (Loss) per share (EUR) 7 -0.01 -0.03 0.02 -0.06
Diluted profit (loss) per share (EUR) 7 0.00 -0.03 0.01 -0.05

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR '000 Share
capital
Share
premium
Treasury
shares
Statutory
capital
reserve
Unrea-lised
currency
differ.
Retained
earnings
(-loss)
Total Non
contr.
interests
Total
equity
Balance at
30.06.2021
7,737 14,007 - 390 51 559 - 6,723 15,241 533 15,774
Net profit (loss) for
the year
- - - - - - 8,143 - 8,143 -
17
-
8,160
Other comprehensive
income (expense)
- - - - 280 - 280 - 280
Total comprehensive
income (expense) for
the period
- - - - 280 - 8,143 - 7,863 -
17
-
7,880
Other movement - - - - - 477 477 -
317
160
Balance at
30.06.2022
7,737 14,007 - 390 51 839 - 14,391 7,853 199 8,052
Net profit (loss) for
the year
- - - - - 668 668 66 734
Other comprehensive
income (expense)
- - - - - 445 - - 445 - -
445
Total comprehensive
income (expense) for
the period
- - - - - 445 668 223 66 289
Other movement - - - - - - 881 - 881 32 -
849
Balance at
31.12.2022
7,737 14,007 - 390 51 394 - 14,604 7,195 297 7,492

Additional information in Note 7.

CONSOLIDATED STATEMENT OF CASH FLOWS

EUR '000 Note 6k 2022/2023 6k 2021/2022
Cash flow from operating activities
Net profit (loss) 733 -2 124
Adjustments:
Depreciation 615 1 318
Other non-cash items 0 -127
Changes in receivables and prepayments 3 -3 392 -832
Changes in inventories 4 -235 792
Changes in biological assets -303 272
Changes in payables and prepayments 2 758 1 924
Net cash inflow (outflow) from operating activities 176 1 223
Cash flow from investing activities
Sale of tangible and intangible fixed assets 0 -45
Purchase of tangible and intangible fixed assets -190 -265
Acquisition of subsidiaries, net cash received 10 6 310 0
Government grants, net cash received 62 0
Interests received 6 0
Net cash inflow (outflow) from investing activities 6 188 -310
Cash flow from financing activities
Change in overdraft 5 -4 537 -1 000
Repayments of loans received 5 -571 -558
Proceeds from borrowings 5 279 0
Change in factoring liability 5 484 0
Repayments of lease liabilities 5 -928 -565
Interests paid -614 -792
Net cash inflow (outflow) from financing activities -5 887 -2 919
Net increase (decrease) in cash and cash equivalents 477 -2 002
Cash and cash equivalents at beginning of the period 2 110 2 500
Change in cash and cash equivalents 477 -2 002
Effect of sale of subsidiary 10 -201 0
Cash and cash equivalents at the end of the period 2 386 498

NOTES TO THE INTERIM REPORT

NOTE 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 30.09.2022 incorporate results of AS PRFoods (hereinafter Parent Company) and companies directly and indirectly held by it: Saaremere Kala AS, Redstorm OÜ and Saare Kala Tootmine OÜ in Estonia, Överumans Fisk AB in Sweden and JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd in the United Kingdom (hereinafter also referred to as the Group). The Group has a stake in associate companies: Competence Center of Food and Fermentation Technologies AS and Avamere Kalakasvatus OÜ, JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd are consolidated from 01.07.2017 and Redstorm OÜ from 01.07.2018. AS PRFoods' shares are listed on Nasdaq Tallinn Stock Exchange since 5 May 2010 and the bonds since 6 April 2020.

The Group's consolidated audited annual report for the financial year that ended on 30 June 2022 is available on PRFoods' website www.prfoods.ee.

CONFIRMATION OF COMPLIANCE

The current unaudited consolidated interim report complies with the requirements of international accounting standards IAS 34 "Interim Financial Reporting" on condensed interim financial statements.

While preparing the interim report at hand. the same accounting principles as in the audited annual report for the financial year ended on 30.06.2022 were applied. The report does not hold all the information that shall be presented in a full annual report. It should thus be read together with the Group's audited consolidated annual report for the financial year that ended on 30.06.2022 compiled in accordance with the international finance reporting standards (IFRS) as adopted by the European Union.

In the opinion of the management. this interim report for the 3 months of the financial year 2022/2023 of AS PRFoods presents correctly and fairly the financial results of the Group as a going concern. The current interim report is neither audited nor reviewed by auditors in any other way and contains only the consolidated reports of the Group.

BASIS OF PREPARATION

The functional currency is euro. The consolidated interim report is presented in thousands of euros and all numerical indicators have been rounded to the nearest thousand. if not indicated otherwise. In the report. thousand euros is indicated as EUR '000.

NOTE 2. CASH AND CASH EQUIVALENTS

EUR '000 31.12.2022 30.06.2022
Cash on hand 0 1
Bank accounts 386 109
Total cash and cash equivalents 386 110

NOTE 3. RECEIVABLES AND PREPAYMENTS

EUR '000 31.12.2022 30.06.2022
Trade.receivables 3 323 2 115
Other.receivables 1 258 38
Prepaid.expenses 276 233
Prepaid.taxes 159 181
Total.receivables.and.prepayments 5 016 2 567

Write-down on receivables was not recognised during the accounting period.

NOTE 4. INVENTORIES

EUR '000 31.12.2022 30.06.2022
Raw materials and materials 661 907
Work-in-progress 651 454
Finished goods 452 534
Goods purchased for sale 325 301
Total inventories 2 089 2 196

NOTE 5. INTEREST-BEARING LIABILITIES

EUR '000 31.12.2022 30.06.2022
Lease liabilities 247 421
Overdraft 0 4 544
Investment loans 1 918 1 418
Other loan 612 711
Total short-term interest-bearing liabilities 2 777 7 094
Finance lease liabilities 257 1 061
Listed bonds 13 016 12 960
Investment loans 1 997 3 704
Total long-term interest-bearing liabilities 15 270 17 725
incl. payable within 1-5 years 15 270 17 725

On 01 July 2021, John Ross Jr. (Aberdeen) Ltd entered into an agreement with Santander UK plc an investment loan of 1.5 million GBP (1,7 million euros) to finance the purchase of 15% non-controlling interests of JRJ&PRF Limited from Christopher Leigh and Victoria Leigh-Pearson to Saaremere Kala AS.

The amount of the investment loan is 1.5 million GBP (1.7 million euros) and the loan term is 01.07.2025. The loan interest rate is 3.5%. The loan is secured by a mortgage on a property of John Ross Jr (Aberdeen) Ltd.

On 04.01.2021, the fish farming company Redstorm OÜ entered into an investment and working capital loan with Maaelu Arendamise Sihtasutus (the Rural Development Foundation) within the framework of the measure "COVID-19 loan for bioand rural economy entrepreneurs". The amount of the investment loan is 193 thousand euros and the amount of the working capital financing loan is 610 thousand euros, the maturity of the loans is 31.12.2026. The interest rate of the loan is 2.75% per annum until 31.12.2022 and 4.75% thereafter. The loan is secured by a mortgage and a commercial pledge on the assets of OÜ Redstorm and a guarantee from AS PRFoods in the amount of 0.5 million euros.

NOTE 6. PAYABLES AND PREPAYMENTS

EUR '000 31.12.2022 30.06.2022
Trade payables 2 698 2 082
Payables to employees 158 252
Interest payables 492 596
Other payables 982 675
Tax liabilities 371 373
Total short-term payables and prepayments 4 672 3 978

NOTE 7. EQUITY

SHARE CAPITAL

As at 31.12.2022 the Group had 38 682 860 shares (30.06.2022: 38 682 860), including 1 000 000 treasury shares (30.06.2022: 1 000 000 treasury shares).

TREASURY SHARES

As of 01.07.2014, the Group initiated a buy-back programme of its own shares in accordance with the resolution of the general meeting of shareholders held on 29.05.2014, according to which up to 500,000 own shares were to be bought back until 31.05.2017. The initial buy-back programme was completed on 18.05.2016. The ordinary general meeting of shareholders held on 26.05.2016 adopted a resolution to expand the existing buy-back programme, according to which up to additional 500,000 own shares were to be bought back until 29.05.2019. On 14 June 2016, the Management Board of AS PRFoods entered into a service agreement with AS SEB Pank to continue the implementation of the buy-back programme of own shares. As at 30.06.2022 AS SEB Pank had acquired 1,000,000 shares of AS PRFoods in the name and on the account of the Group with average price of 0.4915 euros per share.

The buy-back programme was implemented in compliance with the resolutions of the general meetings of shareholders held on 29.05.2014 and 26.05.2016, and the Commission Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

CAPITAL RESERVE AND RETAINED EARNINGS

The Estonian Commercial Code requires companies to create a capital reserve. Each year at least 1/20 of profit for the year has to be transferred to the capital reserve until the reserve amounts to 1/10 of share capital. The capital reserve may be used for covering losses and increasing the share capital but not for making distributions to shareholders.

EARNINGS PER SHARE

Earnings per share have been calculated by dividing the net profit attributable to the shareholders by the average number of shares for the period.

6m 2022/2023 6m 2021/2022
Net profit (loss) attributable to equity holders of the company. EUR '000 668 -2 160
Average number of shares. thousand 38 683 38 683
Earnings (Loss) per share. EUR 0,02 -0,06
Basic earnings (loss) per share. EUR 0,02 -0,06
Diluted earnings (loss) per share. EUR 0,01 -0,05

NOTE 8. RELATED PARTY TRANSACTIONS

The Company considers parties to be related when one party has control over the other party or has significant influence over the business decision of the other party.

Related parties include:

  • shareholders with significant influence (the largest shareholder of PRFoods is the international investment fund Amber Trust II S.C.A.)
  • members of the Supervisory Board and members of all management boards of group entities
  • close family members of the persons mentioned above and the companies related to them.

At the balance sheet date, there were no receivables from related parties. No write-downs on receivables from related parties have been recognised.

Party Creditor Payables and prepayments Payables as at
31.12.2022
Payables as at
30.06.2022
EUR '000 EUR '000
Amber Trust II S.C.A. Shareholder AS PRFoods Investment loan 0 500
Lindermann, Birnbaum &
Kasela OÜ
Liabilities Investment loan 400 1 115
Indrek Kasela Board member Loan note 0 40
Amber Trust II S.C.A. Shareholder AS PRFoods Bond and interest of bond 2 680 2 680
Lindermann, Birnbaum &
Kasela OÜ
Liabilities Bond and interest of bond 110 98
Total 3 190 4 433

Part of the related party loans (Amber Trust and Lindermann, Birnbaum & Kasela) were given to the subsidiary Överumans Fisk AB, which has been sold as of the date of the interim report.

NOTE 9. ASSOCIATE COMPANIES

AVAMERE KALAKASVATUS OÜ (50% HOLDING)

On 18.01.2019 Avamere Kalakasvatus OÜ was registered in the Estonian Commercial Registry. The company is an associate of AS PRFoods and it submitted an application to the Technical Regulatory Authority for the building right of the establishment of an offshore fish farming complex in the Estonian waters off the coast of Paldiski. The building right is to allow establishing a rainbow trout farming complex in the offshore cages.

AS TOIDU- JA FERMENTATSIOONITEHNOLOOGIA ARENDUSKESKUS (20% HOLDING)

Since 2010 the Group holds 20% in AS Toidu- ja Fermentatsioonitehnoloogia Arenduskeskus (Competence Center of Food and Fermentation Technology).

NOTE 10. SUBSIDIARIES

Subsidiary Domicile Ownership
interest
30.09.2022
Ownership
interest
30.06.2022
Area of activity Owner
Saaremere Kala AS Estonia 100% 100% Fish group holding
company
AS PRFoods
Saare Kala Tootmine
Estonia 100% 100% Production of fish products Saaremere Kala AS
Överumans Fisk AB1 Sweden 0% 100% Fish farming Heimon Kala Oy
JRJ & PRF Limited Scotland 100% 85% Fish group holding
company
Saaremere Kala AS
John Ross Jr.
(Aberdeen) Limited
Scotland 100% 100% Production and sale of fish
products
JRJ & PRF Limited
Coln Valley Smokery
Limited
Great
Britain
100% 100% Production and sale of fish
products
64% JRJ & PRF
Limited
36% John Ross Jr.
(Aberdeen) Limited
Redstorm OÜ Estonia 51% 51% Fish farming Saaremere Kala AS

1 Subsidiary sold in September 2022

The ownership percentage of subsidiaries' equity equals the voting rights. The shares of subsidiaries are not listed.

Överumans Fisk AB

As of 20.09.2022, AS PRFoods transferred 100% of the shares of the subsidiary Saaremere Kala AS to Överumans Fisk AB to Vattudalens Fisk AB. The assets and liabilities of Överumans Fisk AB have been eliminated from the consolidated financial statement as of 30.09.2022.

Sale price and terms of payment, difference between acquisition and sales price

The sale price of Överumans Fisk AB's shares was 7,425 thousand euros.

The sales price was agreed upon based on Överumans Fisk AB's financial results, net working capital and net debt as of 30.06.2022.

The effect of the sale on the group's financial position

EUR'000 Note 2022/2023
Sales price of the shares 7 425
Net assets of the subisidary at the sales moment -2 423
Write-off of immaterial and materials assets from consolidated financial
statements of parent company
-3 024
Profit from sales of subsidiary 1 978

The profit from the sale of the subsidiary is reflected in the Financial income/expenses line of the Consolidated Statement of Comprehensive Income.

NOTE 11. FINANCIAL STATEMENTS OF SUBSIDIARIES

Saare Kala
Tootmine
Saare Kala
Tootmine
Redstorm Redstorm PRF&JRJ
(UK)
consolidated
PRF&JRJ
(UK)
consolidated
tEUR Q2 22/23 6m 22/23 Q2 22/23 6m 22/23 Q2 22/23 6m 22/23
Revenue 1,764 3,057 1,504 1,504 4,046 7,207
Cost of goods sold -1,588 -3,018 -1,247 -1,237 -2,862 -5,354
Gross profit 176 39 257 267 1,184 1,853
Operating expenses -277 -520 -95 -97 -634 -1,252
Selling and distribution expenses -197 -360 0 -2 -473 -950
Administrative expenses -80 -160 -95 -95 -160 -301
Other income / expense 1 33 0 0 -8 0
Operating profit (loss) -100 -448 162 170 543 602
Financial income / expenses 1 8 -11 -36 -29 -90
Profit (Loss) before tax -99 -440 151 134 513 511
Income tax 0 0 0 0 -102 -108
Net profit (loss) for the period -99 -440 151 134 411 403
EBITDA 12 -198 202 250 602 752
Gross margin 10.0% 1.3% 17.1% 17.8% 29.3% 25.7%
Raw material margin 34.9% 31.3% 30.7% 30.7% 41.6% 42.0%
EBITDA margin 0.7% -6.5% 13.4% 16.6% 14.9% 10.4%
Net margin -5.6% -14.4% 10.0% 8.9% 10.2% 5.6%
Operating expenses ratio -15.7% -17.0% -6.3% -6.4% -15.7% -17.4%

MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT

The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 2nd quarter and 6 months of the financial year 2022/2023 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 7-30 hereof and confirms to the best of its knowledge that:

  • the activities report of the consolidated interim report presents adequate and fair overview of the development and results of business activities of the Group and the financial position thereof and includes the description of the main risk factors and uncertainties;
  • the accounting principles applied in the preparation of the consolidated condensed interim accounting report are in compliance with the International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting as adopted by the European Union;
  • the consolidated interim report provides a true and fair overview of the assets. liabilities and financial position of the Group and of the results of its operations and its cash flows.

Indrek Kasela Member of the Management Board 15 February 2023

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