Interim / Quarterly Report • Feb 28, 2023
Interim / Quarterly Report
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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 |
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| NOTE 2. CASH AND CASH EQUIVALENTS25 |
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| NOTE 3. RECEIVABLES AND PREPAYMENTS26 |
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| NOTE 4. INVENTORIES 26 |
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| NOTE 5. INTEREST-BEARING LIABILITIES26 |
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| NOTE 6. PAYABLES AND PREPAYMENTS27 |
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| NOTE 7. EQUITY 27 |
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| NOTE 8. RELATED PARTY TRANSACTIONS28 |
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| NOTE 9. ASSOCIATE COMPANIES 28 |
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| NOTE 10. SUBSIDIARIES 29 | |
| NOTE 11. FINANCIAL STATEMENTS OF SUBSIDIARIES 30 | |
| MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 31 |
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.
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".
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
| 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
| 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
| 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
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
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).
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.
| 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.
| 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 | ▲ |
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 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).
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.
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.
| 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.
| 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 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.
| 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.
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% |
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).
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% |
| 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.
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.
| 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% | - |
| 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% |
| 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 |
| 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 |
| 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.
| 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 |
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.
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.
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.
| EUR '000 | 31.12.2022 | 30.06.2022 |
|---|---|---|
| Cash on hand | 0 | 1 |
| Bank accounts | 386 | 109 |
| Total cash and cash equivalents | 386 | 110 |
| 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.
| 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 |
| 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.
| 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 |
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).
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.
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 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 |
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:
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.
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.
Since 2010 the Group holds 20% in AS Toidu- ja Fermentatsioonitehnoloogia Arenduskeskus (Competence Center of Food and Fermentation Technology).
| 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 OÜ |
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.
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.
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.
| 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.
| 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% |
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:
Indrek Kasela Member of the Management Board 15 February 2023
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