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PRFoods

Quarterly Report Nov 28, 2021

2223_ir_2021-11-28_396c4f60-96be-4115-a494-a3577062dfec.pdf

Quarterly Report

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AS PRFoods

Consolidated Unaudited Interim Report 1nd quarter and 3 months of 2021/2022 (translation from the Estonian original)

Consolidated unaudited interim report 1nd quarter and 3 months of the 2021/2022 financial year 1

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 July 2021 – 30 September 2021

Consolidated unaudited interim report 1nd quarter and 3 months of the 2021/2022 financial year 2

CORPORATE PROFILE 4
MANAGEMENT REPORT 7
OVERVIEW OF ECONOMIC ACTIVITIES 7
MANAGEMENT AND SUPERVISORY BOARDS18
SHARE AND SHAREHOLDERS19
BOND AND BONDHOLDERS21
CONDENSED INTERIM ACCOUNTING REPORT 24
CONSOLIDATED STATEMENT OF FINANCIAL POSITION24
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME25
CONSOLIDATED CASH FLOW STATEMENT26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY27
NOTES TO THE INTERIM REPORT 28
SUMMARY OF MATERIAL ACCOUNTING POLICIES 28
CASH AND CASH EQUIVALENTS 28
RECEIVABLES AND PREPAYMENTS 29
INVENTORIES 29
BIOLOGICAL ASSETS 29
TANGIBLE ASSETS 30
INTANGIBLE ASSETS 31
INTEREST-BEARING LIABILITIES 31
PAYABLES AND PREPAYMENTS 32
EQUITY 32
SEGMENT REPORTING 34
COST OF GOODS SOLD 35
RELATED PARTY TRANSACTIONS 35
ASSOCIATE COMPANIES 35
CONTINGENT LIABILITIES 36
MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 37

CORPORATE PROFILE

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

AS PRFoods' key market is Finland, where we are amongst the four largest fish production companies. 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 Swedish lakes, Turku Archipelago area in Finland and from 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 four modern factories in Renko and Kokkola (Finland), 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.

Heimon Kala is a brand with a long history, originated in Finland and being one of the most beloved fish producers there. In Estonia, Heimon Kala products have been sold since the end of 2018. 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. As introducing the Group's own brands is in its early stage in Scandinavia and elsewhere in the world, the management expects the Group's growth period is yet ahead.

THE GEOGRAPHY OF PRODUCTION AND SALES

GROUP STRUCTURE AS AT 30.09.2021

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

3) From 01.01.2021 Vettel OÜ continued its activities under the business name Heimon Kala OÜ

4) Saaremere Kala AS acquired 15% of the shares of the holding company JRJ & PRF Limited and holds 100% of JRJ & PRF Limited shares

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", "Heimon Kala" and "John Ross Aberdeen".

MANAGEMENT REPORT

Consolidated unaudited interim report 1nd quarter and 3 months of the 2021/2022 financial year 6

MANAGEMENT REPORT

OVERVIEW OF ECONOMIC ACTIVITIES

MANAGEMENT COMMENTARY

Q1 had many things we can be satisfied with- our sales grew by 11.5% and group net loss decreased by 50%. Unfortunately, there are many things, that unearthed massive management mistakes in Finnish unit. All PRFoods current problems stem from management mistakes made in 2020-2021. As of toda, we have completed 100% the change of management and key people in Finland, that we started in summer and decision to close lossmaking Kokkola factory. These steps build base for renewal of profitability in 2022.

Corona crises speed up the unearthing of weaknesses in Finnish unit, and unfortunately the previous management did not want to acknowledge their mistakes or correct them. The proof that we are on right track with right people who joined us in fall this year, is the fact as of October we back to being profitable also in Finland: Heimon Kala Oy October EBITDA was 28 thousand euros and better by 270 thousand euros on YoY basis. Finnish unit caused liquidity crisis, which we are correcting with increased performance of our farming unit and cashflow released from biomass harvesting.

Thanks to the changes made to product portfolio and production by new Finnish management, we are out of all nonprofitable products in Finland and have secured price and sales increases for next year in all categories. Considering the turbulent times in Finland, we aim to provide investors with regular updates from this unit.

Very well performed our UK unit, who despite some one-offs, fulfilled its EBITDA target in the sum of 172 thousand euros. Estonian EBITDA was still in minus by 150 thousand euros in Q1 due to loss-making Finnish sales.

The decline in Finnish management continued in summer, where instead of cutting loss-making production, they increased it, resulting in 880 thousand euros EBITDA loss.

Fish farming is making very good results in current quarter thanks to increased harvest volume and prices. Fish farming could even post a better EBITDA, but we delayed our Swedish harvest until Q1 2022 due to smaller biomass increase in hot summer. Considering that fresh fish prices are higher in winter, this decision has positive economic impact. At the same time this will decrease our cash flow from biomass in current quarter by 1.5 million euros, which will be deferred until Q1 2022.

We have followed our previously announced plan to emerge from this crisis:

    1. Decrease our bank loans: cash flow from financing was -1.5 million euros in Q1
    1. Restructure totally Finnish unit, including selling possibly or closing units or closing loss making units. Eliminating form Finnish sales all low margin products: target achieved by end of 2021.
    1. Increas retail sales in UK, EU and other domestic markets: target achieved in all markets, except Finland.
    1. Group's strategic focus is on fish farming, as area that has been constantly profitable. Group's target is to achieve 10 thousan tons of biomass by 2023, which should give group sales of 40-50 million euros: Swedish farms should contribute already additional 1.500-1.700 tons of biomass by fall 2022.

Group's financial position is not easy. At the same time, we must remember that 11 million euros bonds have been issued solely for refinancing of John Ross Jr. Acquisition and John Ross Jr results have not been impacted so severly, their operational cash flow is very strong and they pay regularly dividends to parent company, therefore we find their leverage to be acceptable.

Fish farming requires long term capital for fish feed and this is under works.

Last year we were forced to reduce significantly working capital financing through banks, which put strain on company's finances. We have reduced significantly working capital needs in operations, also through lower inventory. Most important is to restore profitability in the environment of lower sales and restructure loss-making business units.

Having cut our teeth now for second year in corona crisis, we know that it is not sustainable to rely on outside help and all tough decisions need to be taken sooner than later. For our advantage the fish market has started much stronger this year and is more predictable and demand for our products is growing. The only objective of new financial year is profit and everything that blocks our road to profitabilty must be eliminated.

Sincerely,

Indrek Kasela

UNAUDITED FINANCIAL RESULTS OF AS PRFOODS, THE 1ND QUARTER OF THE FINANCIAL YEAR 2021/2022 COMPARED TO THE 1ND QUARTER OF FINANCIAL YEAR 2020/2021

  • Unaudited consolidated revenue 14.21 million euros (1Q 2020/2021: 12.74 million euros), a decrease by 11.5%
  • Gross margin 5.5% (1Q 2020/2021: 9.4%)
  • Positive impact from revaluation of fair value of biological assets 0.8 million euros (1Q 2020/2021: negative impact 0.09 million euros).
  • Negative impact from one-offs on the result of the first quarter of the financial year 0.04 million euros (1Q 2020/2021: negative impact 0.05 million euros)
  • EBITDA from operations -0.8 million euros (1Q 2020/2021: -0.34 million euros)
  • EBITDA -0.009 million euros (1Q 2020/2021: -0.48 million euros), without one-offs EBITDA -0.035 million euros (1Q 2020/2021: -0.43 million euros)
  • Operating loss 0.65 million euros (1Q 2020/2021: operating loss 1.13 million euros), without one-offs operating loss 0.556 million euros (1Q 2020/2021: operating loss 1.08 million euros)
  • Net loss 0.74 million euros (1Q 2020/2021: net loss 1.44 million euros), without one-offs net loss 0.7 million euros (1Q 2020/2021: net loss 1.39 million euros)

SUMMARY OF FINANCIAL RESULTS: 1ND QUARTER OF 2021/2022 COMPARED TO 1ND QUARTER OF 2020/2021

mln EUR 1Q 2021/2022 1Q 2020/2021 Change, mln EUR Change, % Impact
Sales 14.21 12.74 1.47 11.5%
Gross profit 0.77 1.20 -0.43 -35.5%
EBITDA from operations* -0.79 -0.34 -0.45 132.9%
Revaluation of bioassets 0.82 -0.09 0.91 -968.6%
One-off expenses -0.04 -0.05 0.01 -12.0%
EBITDA -0.01 -0.48 0.47 -98.1%
Depreciation and amortisation -0.66 -0.64 -0.01 1.7%
Operating profit (loss) -0.66 -1.13 0.46 -41.0%
Financial income/expense 0.00 -0.31 0.31 -100.6%
Net profit (loss) -0.74 -1.44 0.70 -48.5%

* before one-offs and fair value adjustment of bioassets

KEY RATIOS – INCOME STATEMENT

mln EUR
unless indicated otherwise
3Q 2021 2Q 2021 1Q 2021 4Q 2020 3Q 2020 2Q 2020 1Q 2020 4Q 2019 3Q 2019
Sales 14.2 14.7 14.2 17.0 12.7 15.1 18.5 25.4 19.3
Gross profit 0.8 0.3 0.9 2.5 1.2 0.7 2.0 4.3 2.6
EBITDA from operations -0.8 -1.0 -0.5 0.6 -0.3 -0.1 0.0 2.1 0.7
EBITDA 0.0 -0.7 -0.7 0.7 -0.5 -0.1 -0.9 1.4 1.5
EBIT -0.7 -1.4 -1.4 0.0 -1.1 -1.0 -1.4 0.7 1.0
EBT -0.6 -1.6 -1.8 -0.1 -1.4 -1.2 -1.8 0.6 0.8
Net profit (loss) -0.7 -1.7 -1.8 -0.2 -1.4 -1.3 -1.7 0.5 0.6
Gross margin 5.4% 2.1% 6.6% 14.9% 9.4% 4.4% 10.8% 17.0% 13.4%
Operational EBITDA margin -5.5% -7.0% -3.5% 3.4% -2.6% -0.9% 0.1% 8.4% 3.8%
EBITDA margin -0.1% -4.8% -5.3% 4.1% -3.8% -0.5% -4.6% 5.3% 7.6%
EBIT margin -4.7% -9.3% -9.9% 0.2% -8.8% -6.4% -7.8% 2.9% 5.0%
EBT margin -4.6% -10.8% -12.5% -0.6% -11.3% -8.3% -9.8% 2.2% 3.9%
Net margin -5.2% -11.6% -12.5% -1.2% -11.3% -8.4% -9.2% 2.0% 2.9%
Operating expense ratio 16.3% 15.4% 15.6% 15.6% 18.2% 14.0% 14.3% 12.5% 13.4%

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

KEY RATIOS – BALANCE SHEET

mln EUR
unless indicated otherwise
30.09.
2021
30.06.
2021
31.03.
2021
31.12.
2020
30.09.
2020
30.06.
2020
31.03.
2020
31.12.
2019
30.09.
2019
Net debt 24.2 20.9 21.4 21.9 21.5 20.7 17.0 17.8 19.9
Equity 14.9 15.8 17.6 18.6 18.5 19.8 21.6 23.3 22.8
Working capital -2.6 -2.9 -5.0 -3.9 -4.4 -4.0 -2.5 -3.5 -3.0
Assets 56.0 55.3 54.5 57.5 57.4 57.1 56.9 60.5 62.4
Liquidity ratio 0.9x 0.9x 0.8x 0.8x 0.8x 0.8x 0.9x 0.9x 0.9x
Equity ratio 26.7% 28.6% 32.4% 32.4% 32.3% 34.7% 37.9% 38.5% 36.5%
Gearing ratio 61.8% 56.9% 54.9% 54.0% 53.7% 51.1% 44.0% 43.3% 46.6%
Debt to total assets 0.7x 0.7x 0.7x 0.7x 0.7x 0.7x 0.6x 0.6x 0.6x
Net debt to operating EBITDA -14.3x -16.9x -55.3x 160.0x 12.8x 7.5x 5.3x 5.3x 5.4x
ROE -26.7% -28.7% -23.8% -21.9% -7.0% -9.1% -5.7% -3.2% -4.5%
ROA -7.9% -9.1% -8.4% -7.8% -2.4% -3.2% -2.1% -1.2% -1.6%

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 30.09.2021 consolidated total assets of PRFoods stood at 56.0 million euros. The year before i.e. as at 30.09.2020 the balance sheet totalled 57.4 million euros.

The Group`s current assets stood at 17.4 million euros as at 30.09.2021 (30.09.2020: 18.5 million euros). Non-current assets totalled 38.6 million euros (30.09.2020: 38.9 million euros).

Current liabilities totalled 19.9 million euros as at 30.09.2021 (30.09.2020: 22.9 million euros). Non-current liabilities totalled 21.1 million euros (30.09.2020: 15.9 million euros). Equity of PRFoods was 14.9 million euros (30.09.2020: 18.5 million euros).

CASH FLOWS

PRFoods' cash and cash equivalents totalled 2.5 million euros at the beginning of the financial year of 2021/2022 and 0.7 million euros at the end of the accounting period, the period's cash flow amounted to -1.8 million euros. Cash flow during the same period last financial year was -1.2 million euros.

Cash flow from operations was -0.2 million euros and -0.02 million euros a year ago. Cash flow from investment activities was -0.09 million euros and -0.4 million euros a year ago. Cash flow from financing activities totalled -1.5 million euros compared to -0.8 million euros during the same period in the previous financial year.

CHANGE IN CASH FLOWS 3 MONTHS OF 2021/2022 VS 3 MONTHS OF 2020/2021

REVENUE

The main products of the Group are salmon and rainbow trout goods. The Group is mainly known as a seller of fresh fish and fish products in Finland, 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 twelve months of the financial year 2021/2021 was 14.7 million euros, up by 1.5 million euros compared to the same period of the previous financial year, when the sales amounted to 12.7 million euros.

GEOGRAPHIC SEGMENTS

mln EUR 3m 21/22 Share, % 3m 20/21 Share, % Change,
mln EUR
Change,
%
Imp.
Finland 9.3 65.1% 7.8 61.5% 1.4 18.2%
United Kingdom 2.6 18.4% 2.0 15.8% 0.6 30.1%
Estonia 1.2 8.7% 1.4 11.0% -0.2 -12.1%
Other 1.1 8.6% 1.5 11.7% -0.4 -26.0%
Total 14.2 100.0% 12.7 100.0% 1.5 11.5%

Finland with sales revenue of 9.3 million euros and 65.1% of total sales is the largest market of the Group. Revenue of the second largest market, UK. amounted to 2.6 million euros. i.e.. 18.4% of total sales. Revenue of the Estonian market totalled 1.2 million euros. i.e.. 8.7% of the total. Revenue of the Finnish and British markets increased compared to the same period of the previous financial year: Finland 18.2%, Great Britain 30.1%.

PRODUCT SEGMENTS

mln EUR 3m 21/22 Share, % 3m 20/21 Share. % Change.
mln EUR
Change.
%
Imp.
Hot & cold smoked fish 6.92 48.7% 6.30 49.4% 0.6 9.8%
Fresh fish and fillets 5.36 37.7% 4.12 32.4% 1.2 30.0%
Other fish products 1.93 13.6% 2.31 18.1% -0.4 -16.3%
Other 0.00 0.0% 0.01 0.1% 0.0 -88.4%
Total 14.21 100.0% 12.74 100.0% 1.5 11.5%

The largest product group of the first quarter of the financial year was hot and cold smoked fish product group, the sales of which amounted to 6.92 million euros and accounted for 48.7% of total sales. The sales of fresh fish and fillets product group of 5.36 million euros accounted for 37.7% of the total and increased 30.0% to comparee the same period of previous financial year.

CLIENT SEGMENTS

mln EUR 3m 21/22 Share, % 3m 20/21 Share. % Change. mln
EUR
Change.
%
Imp.
Retail chains 6.6 46.2% 7.4 58.3% -0.9 -11.5%
Wholesale 3.9 27.6% 2.4 18.9% 1.5 63.0%
HoReCa 2.9 20.6% 2.5 19.5% 0.4 17.3%
Other 0.8 6.3% 0.4 3.3% 0.4 88.9%
Total 14.2 100.0% 12.7 100.0% 1.5 11.5%

The largest client group is the retail chains' group sales of which amounted to 6.6 million euros and accounted for 46.2% of the total sales during the period. Sales to wholesale amounting to 3.9 million euros and sales to HoReCa amounting to 2.9 million euros account for 27.6% and 20.6% respectively of the total sales. Compared to the same period in the previous financial year the sales increased in wholesale and HoReCa by 63.0%. and 17.3%, respectively.

COSTS

3m 21/22 3m 20/21 Change 3m 21/22 3m 20/21 Change
mln EUR mln EUR mln EUR Impact as % of
sales
as % of
sales
%-point Impact
Sales 14.207 12.737 1.47 100.00% 100.00%
Cost of goods sold -13.433 -11.537 -1.89 94.55% 90.58% 3.97%
materials in production & cost
of goods purchased for resale
-10.241 -8.151 -2.09 72.08% 64.00% 8.08%
labour costs -1.453 -1.470 0.02 10.23% 11.54% -1.31%
depreciation -0.539 -0.534 -0.01 3.79% 4.19% -0.40%
other cost of goods sold -1.200 -1.390 0.19 8.45% 10.85% -2.40%
Operating expenses -2.31 -2.32 0.01 16.25% 18.23% -1.98%
labour costs -0.64 -0.77 0.13 4.48% 6.05% -1.57%
transport & logistics services -0.81 -0.73 -0.08 5.69% 5.76% -0.07%
depreciation -0.12 -0.11 -0.01 0.82% 0.86% -0.04%
advertising. marketing and
product development
-0.06 -0.12 0.06 0.40% 0.95% -0.55%
other operating expenses -0.68 -0.59 -0.09 4.86% 4.61% 0.25%
Other income/expenses 0.05 0.09 -0.04 0.36% 0.71% -0.35%
incl. one-offs -0.04 -0.05 0.01 0.33% 0.43% -0.10%
Financial income / expense 0.00 -0.31 0.31 -0.01% 2.68% -2.69%

COST OF GOODS SOLD (COGS)

COGS sold was 13.4 million euros and it accounted for 94.55% of the total sales of the twelfth months of the 2021/2022 financial year (3m 2020/2021: 11.54 million euros, 90.58% 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 10.24 million euros (3m 2020/2021: 8.15 million euros). Remaining costs are mainly attributable to packaging materials and fish feed.

Labour cost of personnel employed in production and fish farms totalled 1.45 million euros and formed 10.2% of total sales (3m 2020/2021: 1.47 million euros, 11.5% of sales).

Other cost of goods sold amounted to 1.2 million euros and formed 8.45% of total sales (3m 2020/2021: 1.39 million euros, 10.85% of 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 2.3 million euros and accounted for 16.25% of the total sales (3m 2020/2021: 2.3 million euros, 18.23% of sales).

The majority of operating costs are costs on transport & logistics services and labour, formed 5.69% and 4.48%, respectively.

PERSONNEL

The average number of employees in PRFoods in the 1nd quarter of the financial year 2021/2022 was 270. The Group's labour costs totalled 2.1 million euros in the 1nd quarter of 2021/2022.

3Q
2021
2Q
2021
1Q
2021
4Q
2020
3Q 2020 2Q
2020
1Q
2020
4Q
2019
3Q
2019
Average number of employees 270 272 277 287 282 279 305 348 340
Finland 76 77 78 80 76 71 74 991 86
Estonia 82 83 86 89 91 96 101 114 118
UK 97 97 98 102 98 95 111 125 119
Sweden 15 15 15 16 17 17 19 18 17
Payroll expense. th EUR 2.089 2.209 2.089 2.727 2.241 2.168 2.559 3.161 2.683
Monthly average payroll expense
per employee. th EUR
2.58 2.71 2.51 3.11 2.65 2.59 2.80 3.03 2.63

Employees per area of activity

Employees per country

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, in the archipelago in Turku area in Finland 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 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 related to 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 30.09.2021 30.09.2020 30.09.21 vs
30.09.20
30.09.2019 30.09.21 vs
30.09.19
30.09.2018 30.09.21 vs
30.09.18
Salmon 5.02 4.40 14.1% 4.22 19.0% 6.01 -16.5%
Rainbow trout 5.67 4.05 39.9% 4.97 14.1% 5.72 -0.9%

As at the end of the reporting period the price of salmon has increased by 14.1% and the price of rainbow trout has increased by 39.9% compared to the prices a year ago. Over the two-year period the price of salmon has increased by 19.0% and the trout by 14.1%. The price of salmon has decreased by 16.5% and of rainbow trout by 0.9% compared to the prices three years ago.

Överumans Fisk AB fish farm in Sweden

The graphs below illustrate weekly average prices of salmon and rainbow trout since the financial year 2016/2017.

Source: akvafakta.no

AVERAGE MARKET PRICE OF FISH

EUR/kg 3m
2021/2022
3m
2020/2021
2021/2022 vs
2020/2021
3m
2019/2020
2021/2022 vs
2019/2020
3m
2018/2019
2021/2022 vs
2018/2019
Salmon 5.28 4.47 18.0% 4.94 6.9% 5.72 -7.7%
Rainbow trout 5.46 4.05 34.8% 5.15 6.0% 5.97 -8.5%

As at the end of the reporting period the average market prices of salmon and rainbow trout have decreased by 18.0% and 34.8%, 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 6.9% and 6.0%, respectively. The average fish prices have decreased compared to the prices three years ago: salmon by 7.7% and rainbow trout by 8.5%.

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.

CHANGE IN BIOLOGICAL ASSETS. TONNES

3m 21/22 3m 20/21 Change. tonnes
3m 21/22 vs
3m 20/21
Change. % 3m
21/22 vs 3m 20/21
Biomass at the beginning of the period 846 945 -99 -10.5%
Biomass at the end of the period 1.778 1.657 121 7.3%
Harvested fish (in live weight) 0 421 -421 -99.9%

Biological assets totalled 846 tonnes as at 30.09.2021, a decrease by 99 tonnes. i.e. 10.5% compared to the same period last year. Due to the restructuring of Swedish fish farms and the introduction of new permits, the sale of fish was postponed, so production has not been recorded in the first quarter.

BIOMASS VOLUME AND AVERAGE PRICE. EUR/KG

3m 21/22 3m 20/21 Change. tonnes
3m 21/22 vs 3m
20/21
Change. % 3m
21/22 vs 3m 20/21
Biological assets at the end of period. mln EUR 7.7 5.42 2.32 42.8%
Biomass volume at the end of period. tonnes 1.778 1.657 121 7.3%
Average price. EUR/kg 4.36 3.27 1.08 33.1%
Fair value adjustment of biological assets. mln EUR 0.82 -0.09 0.91 -968.6%

The fair value of biological assets was 7.7 million euros compared to 5.4 million euros a year ago. Average price of biomass was 4.4 euros per kg compared to 3.3 euros per kg during the comparable period a year ago.

Harvested volume, tonnes

Biomass volume, tonnes

MANAGEMENT AND SUPERVISORY BOARDS

The Management Board of AS PRFoods is comprised of one member – Indrek Kasela – who as per the supervisory board's decision serves as the sole member of the management board since 2 February 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 an LL.M (Master of Laws) degree from New York University (1996) and a BA degree in law from the University of Tartu (1994).

In addition to the management position in PRFoods, he is a member of management boards in almost all the Group entities and in several non-Group entities (Lindermann. Birnbaum & Kasela OÜ. ManageTrade OÜ. NBLJK OÜ. etc). He chairs or is a member of supervisory boards among others of the following companies: 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. He serves also as a board member in several companies and NPOs 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 30.09.2021:

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 increased by 67.04% and PRFoods share price increased 1.08%.

TRADING STATITICS

Price (EUR) 3Q 2021 2Q 2021 1Q 2021 4Q 2020 3Q 2020 2Q 2020 1Q 2020 4Q 2019 3Q 2019
Open 0.425 0.380 0.370 0.374 0.418 0.398 0.461 0.430 0.502
High 0.428 0.428 0.388 0.390 0.420 0.458 0.530 0.470 0.534
Low 0.360 0.380 0.362 0.344 0.370 0.380 0.361 0.410 0.430
Last 0.376 0.425 0.382 0.370 0.372 0.418 0.382 0.460 0.430
Traded volume. mln 0.67 0.66 0.74 0.38 0.30 0.33 0.53 0.19 0.29
Number of trades 2.443 1.935 2.098 1.573 1.131 941 886 251 235
Average trade volume 274 340 355 244 267 348 597 750 1 250
Turnover. mln 0.26 0.26 0.28 0.14 0.12 0.14 0.23 0.08 0.14
Market capitalisation. mln 14.54 16.44 14.78 14.31 14.39 16.17 14.78 17.79 16.63

A total of 2.443 trades were conducted with PRFoods' shares during the third quarter of 2021. A total of 669.713 shares changed hands forming 1.7% of the company's shares. The average trade volume was 274 shares.

Turnover of share trading amounted to 0.26 million euros in 3Q 2021 and the highest share price in 3Q 2021 was 0.428 euros and the lowest was 0.360 euros.

The closing price of the share was 0.376 euro as at 30.09.2021 and the company's market capitalisation was 14.54 million euros.

MARKET RATIOS

Ratios Formula 30.09.2021 30.09.2020 30.09.2019
EV/Sales (Market Cap + Net Debt) / Sales 2.73 2.82 1.89
EV/EBITDA from operations (Market Cap + Net Debt) / EBITDA
from operations
neg neg 49.81
EV/EBITDA (Market Cap + Net Debt) / EBITDA neg neg 24.92
Price/EBITDA from operations Market Cap / EBITDA from
operations
neg neg 22.69
Price/EBITDA Market Cap / EBITDA neg neg 11.35
Price-to-Earnings Market Cap / Net Profit neg neg 29.18
Price-to-Book Market Cap / Equity 0.97 0.78 0.73

Market capitalisation (market cap). net debt and equity as at 30.09.2021; sales. EBITDA and net profit/loss for the trailing 12 months

THE DYNAMICS OF THE SHARE PRICE AND INDICES FROM 5TH MAY 2010 TO 30ST OF SEPTEMBER 2021

Index / Share Ticker / index 30.09.2021 05.05.2010 Change
PRFoods share. EUR PRF1T 0.376 0.890 -57.75%
PRFoods adjusted share price. EUR 0.727 0.890 -18.32%
OMX Tallinn GI OMXTGI 1.932.45 594.56 225.02%

The decrease of PRFoods' share price since its listing in 2010. adjusted with the capital reduction payments is 7.7%. The Tallinn Stock Exchange index has increased during the period by 225.02%. PRFoods' share price unadjusted with the reductions of the share's nominal value in August of 2012 and 2015 by 40-euro- cents in total has decreased by 57.8%. PRFoods has since the listing of its shares on the stock exchange paid to shareholders a total of 17.3 million euros in the form of dividends and in connection with share capital reductions.

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 30.09.2021, the number of bonds owned by PRFoods is 535 with a nominal value of 53.5 thousand euros.

07.05.2021 PRFoods announced its plan to issue of subordinated convertible notes for the purpose of improving its capital structure, to ensuring a smoother and faster recovery from the negative impacts caused by COVID-19 in the upcoming 2021/2022 financial year. The terms of issue was confirmed: PRFoods issue up to 350 subordinated convertible notes, with the maximum aggregate nominal value of up to 3.5 million euros, the nominal value of 10,000 euros per subordinated convertible bonds, interest rate of 7% per calendar year and maturity date of 1 October 2025.

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 part of the targeted placement, Amber Trust II S.C.A subscribed for all 10,000 bonds. The issue price of the bond was set by the management board of PRFoods at 100.25 euro per bond, which Amber Trust II SC.A will pay in full prior to the issuance of the secured bonds, off-setting the outstanding issue of the 1.5 million euro investment loan agreement with PRFoods on 14.07.2017. Additional information on set-off in Note 14.

As of 30.09.2021, 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
30.09.2021
% of total
30.09.2021
Value of bonds
30.06.2021
% of total
30.06.2021
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 1 505,300 3.8% 505,300 3.8% -
SEB Banks AS 457,600 3.7% 489,100 3.7% -31.500
Compensa Life Vienna Insurance Group SE 475,800 3.6% 475,800 3.6% -
Suurimad võlakirjaomanikud kokku 9,998,700 75.0% 10,030,200 75.0% -31.500
Ülejäänud võlakirjaomanikud 3,317,800 24.6% 3,286,300 24.6% -31.500
Oma võlakirjad 53,500 0.4% 53,500 0.4% -

BONDHOLDERS BY INVESTOR TYPE

BONDHOLDERS BY VALUE OF BONDS. 30.09.2021

Value of bonds Number of bondholders % of bondholders Value of bonds % of bond value
1 … 1 000 100 35.6% 61.700 0.5%
1 001 … 10 000 100 35.6% 427.800 3.2%
10 001 … 50 000 60 21.4% 1.321.800 9.9%
50 001 … 100 000 9 3.2% 646.500 4.8%
100 001 … 12 4.3% 10.912.200 81.6%
Total 281 100.0% 13.370.000 100.0%

CONDENSED INTERIM ACCOUNTING REPORT

CONDENSED INTERIM ACCOUNTING REPORT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR '000 Note 30.09.2021 30.09.2020 30.06.2021
ASSETS
Cash and cash equivalents 2 748 1.091 2.500
Receivables and prepayments 3 3.231 3.232 3.512
Inventories 4 5.638 8.746 5.691
Biological assets 5 7.746 5.423 4.795
Total current assets 17.363 18.492 16.498
Deferred tax assets 38 54 38
Long-term financial investments 305 232 302
Tangible assets 6 14.897 16.006 15.300
Intangible assets 7 23.368 22.606 23.460
Total non-current assets 38.608 38.898 39.100
TOTAL ASSETS 55.971 57.390 55.598
EQUITY AND LIABILITIES
Interest-bearing liabilities 8. 9 6.521 10.322 7.325
Payables and prepayments 9 13.219 12.385 12.124
Government grants 207 212 207
Total current liabilities 19.947 22.919 19.656
Interest-bearing liabilities 8. 9 18.411 12.261 17.561
Payables and prepayments 9 0 900 0
Deferred tax liabilities 1.996 1.934 1.861
Government grants 695 833 746
Total non-current liabilities 21.102 15.928 20.168
TOTAL LIABILITIES 41.049 38.847 39.824
Share capital 7.737 7.737 7.737
Share premium 14.007 14.198 14.007
Treasury shares -390 -390 -390
Statutory capital reserve 51 51 51
Currency translation differences 447 -397 559
Retained profit (loss) -7.641 -3.056 -6.723
Equity attributable to parent 14.211 18.143 15.241
Non-controlling interest 711 400 533
TOTAL EQUITY 10 14.922 18.543 15.774
TOTAL EQUITY AND LIABILITIES 55.971 57.390 55.598

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

EUR '000 Note 3m 2021/2022 3m 2020/2021
Revenue 11 14.207 12.737
Cost of goods sold 12 -13.433 -11.537
Gross profit 774 1.200
Operating expenses -2.309 -2.322
Selling and distribution expenses -1.581 -1.558
Administrative expenses -728 -764
Other income / expense 51 91
Fair value adjustment on biological assets 5 820 -94
Operating profit (loss) -664 -1.125
Financial income / expenses 16 -309
Profit (Loss) before tax -648 -1.434
Income tax -92 -4
Net profit (loss) for the period -740 -1.438
Net profit (loss) attributable to:
Owners of the Parent Company -918 -1.402
Non-controlling interests 178 -36
Total net profit (loss) for the period -740 -1.438
Other comprehensive income (loss) that may
subsequently be classified to profit or loss:
Foreign currency translation differences -112 -31
Total comprehensive income (expense) -852 -1.469
Total comprehensive income (expense) attributable
to:
Owners of the Parent Company -842 -1.433
Non-controlling interests -10 -36
Total comprehensive income (expense) for the
period
-852 -1.469
Profit (Loss) per share (EUR) 10 -0.02 -0.04
Diluted profit (loss) per share (EUR) 10 -0.02 -0.04

CONSOLIDATED CASH FLOW STATEMENT

EUR '000 Note 13m 2021/2022 3m 2020/2021
Cash flow from operating activities
Net profit (loss) -740 -1.438
Adjustments:
Depreciation 6. 7 -655 644
Profit from sale and write-offs of fixed assets 0 7
Other non-cash items 426 156
Changes in receivables and prepayments 281 346
Changes in inventories 4 53 -862
Changes in biological assets 5 -2.951 -1.174
Changes in payables and prepayments 3.371 2.325
Corporate income tax paid 0 -19
Net cash inflow (outflow) from operating activities -215 -15
Cash flow from investing activities
Sale of tangible and intangible fixed assets 6. 7 -45 22
Purchase of tangible and intangible fixed assets 6. 7 -160 -420
Interests received 119 0
Net cash inflow (outflow) from investing activities -86 -398
Cash flow from financing activities
Change in overdraft -1.035 -177
Repayments of loans received -274 -80
Change in factored receivables 656 0
Repayments of lease liabilities -165 -162
Interests paid -633 -353
Net cash inflow (outflow) from financing activities -1.451 -772
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period 2 2.500 2.276
Change in cash and cash equivalents -1.752 -1.185
Cash and cash equivalents at the end of the period 2 748 1.091

Additional information in Note 10.

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 30.06.2019 7.737 14.007 -390 51 -214 64 21.255 611 21.866
Net profit (loss) for the
year
0 0 0 0 0 -1.718 -1.718 -177 -1.895
Other comprehensive
income (expense)
0 0 0 0 -152 0 -152 0 -152
Total comprehensive
income (expense) for
the period
0 0 0 0 -152 -1.718 -1.870 -177 -2.047
Balance at 30.06.2020 7.737 14.007 -390 51 -366 -1.654 19.385 434 19.819
Net profit (loss) for the
year
0 0 0 0 0 -5.069 -5.069 -92 -5.161
Other comprehensive
income (expense)
0 0 0 0 925 0 925 0 925
Total comprehensive
income (expense) for
the period
0 0 0 0 925 -5.069 -4.144 -92 -4.236
Increase of subsidiary's
share capital
0 0 0 0 0 0 0 191 191
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
0 0 0 0 0 -918 -918 178 -740
Other comprehensive
income (expense)
0 0 0 0 -112 0 -112 0 -112
Total comprehensive
income (expense) for
the period
0 0 0 0 -112 -918 -1.030 178 -852
Balance at 30.09.2021 7.737 14.007 -390 51 447 -7.641 14.211 711 14.922

Additional information in Note 10.

NOTES TO THE INTERIM REPORT

SUMMARY OF MATERIAL ACCOUNTING POLICIES

AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 30.09.2021 incorporate results of AS PRFoods (hereinafter Parent Company) and companies directly and indirectly held by it: Saaremere Kala AS, Redstorm OÜ and Heimon Kala OÜ in Estonia, Heimon Kala Oy in Finland, 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 2021 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 30.06.2021 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 30.06.2021 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 2021/2022 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.

CASH AND CASH EQUIVALENTS

EUR '000 30.09.2021 30.06.2021
Cash on hand 24 14
Bank accounts 724 2.486
Total cash and cash equivalents 748 2.500

RECEIVABLES AND PREPAYMENTS

EUR '000 30.09.2021 30.06.2021
Trade.receivables 2.167 2.161
Allowance.for.doubtful.receivables 0 0
Factoring.receivables.with.regress 586 823
Other.receivables 55 73
Prepaid.expenses 284 211
Prepaid.taxes 138 241
Other.prepayments 1 3
Total.receivables.and.prepayments 3.231 3.512

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

INVENTORIES

EUR '000 30.09.2021 30.06.2021
Raw materials and materials 2.207 2.211
Work-in-progress 2.096 2.094
Finished goods 1.250 1.310
Goods purchased for sale 85 76
Total inventories 5.638 5.691

Inventories were written off during the accounting period in the amount of 18 thousand euros.

BIOLOGICAL ASSETS

EUR '000 30.09.2021 30.06.2021
Fry 178 737
Juveniles 1.642 1.673
Fish suitable for harvesting 5.926 2.385
Total biological assets 7.746 4.795

The Group farms in its fish farms located in Estonia. Finland and Sweden rainbow trout (Oncorhynchus mykiss).

CHANGE IN BIOLOGICAL ASSETS

EUR '000 3m 2021/2022 3m 2020/2021
Biological assets at beginning of the period 4.795 4.249
Purchased 42 84
Additions 2.102 2.424
Fair value adjustments 820 -94
Harvested -1 -1.222
Written off 0 -
Fry and live fish sold -12 -18
Exchange rate differences 7.746 5.423
Biological assets at end of the period 4.795 4.249

In "Additions" the Group has capitalised expenditures incurred on development of immature biological assets,therefore in the income statement only the gain/loss from "Fair value adjustments" is presented as a separate line. Group measures biological assets in fair value and at acquisition cost. Detailed information on measuring principles is available in the 2020/2021 annual report.

TANGIBLE ASSETS

EUR '000 Land and
buildings
Machinery
and
equipment
Other tangible
assets
Construction
in progress.
prepayments
Total
Cost at 30.06.2020 14.840 17.745 818 1.102 34.505
Acquired during the period 15 579 21 680 1.295
Reclassification 6 1.352 2 -1.360 0
Assets sold and written off 0 -881 -13 0 -894
Unrealised currency effect 182 229 6 0 417
Cost at 30.06.2021 15.043 19.024 834 422 35.323
Acquired during the period 4 46 0 64 114
Reclassification 0 9 0 -9 0
Assets sold and written off 0 -13 0 0 -13
Unrealised currency effect -12 -26 -1 0 -39
Cost at 30.09.2021 15.035 19.040 833 477 35.385
Accumulated depreciation at 30.06.2020 -6.253 -11.492 -581 0 -18.326
Depreciation of the period -855 -1.361 -48 0 -2.264
Assets sold and written off 0 726 12 0 738
Unrealised currency effect -8 -161 -2 0 -171
Accumulated depreciation at 30.06.2021 -7.116 -12.288 -619 0 -20.023
Depreciation of the period -213 -322 -13 0 -548
Assets sold and written off 0 13 0 0 13
Unrealised currency effect 51 19 0 0 70
Accumulated depreciation at 30.09.2021 -7.278 -12.578 -632 0 -20.488
Carrying amount at 30.06.2020 8.587 6.253 237 1.102 16.179
Carrying amount at 30.06.2021 7.927 6.736 215 422 15.300
Carrying amount at 30.09.2021 7.757 6.462 201 477 14.897

INTANGIBLE ASSETS

EUR '000 Goodwill Trademarks
and patents
Immaterial
rights
Software
licences
Pre
payments
Total
Cost at 30.06.2020 14.037 8.337 1.330 485 450 24.639
Acquired during the period 0 0 9 15 193 217
Re-classification 0 0 470 0 -470 0
Unrealised currency effect 481 460 20 0 8 969
Cost at 30.06.2021 14.518 8.567 1.829 500 181 25.825
Acquired during the period 0 0 8 0 53 61
Re-classification 0 0 0 0 0 0
Unrealised currency effect -22 -23 -3 0 -1 -49
Cost at 30.09.2021 14.496 8.544 1.834 500 233 25.837
Accumulated depreciation at
30.06.2020
0 -1.157 -450 -360 0 -1.967
Depreciation of the period 0 -211 -91 -50 0 -352
Unrealised currency effect 0 -33 -13 0 0 -46
Accumulated depreciation at
30.06.2021
0 -1.401 -554 -410 0 -2.365
Depreciation of the period 0 -53 -32 -12 0 -97
Unrealised currency effect 0 -7 0 0 0 -7
Accumulated depreciation at
30.09.2021
0 -1.461 -586 -422 0 -2.469
Carrying amount at 30.06.2020 14.037 7.180 880 125 450 22.672
Carrying amount at 30.06.2021 14.518 7.166 1.275 90 181 23.460
Carrying amount at 30.09.2021 14.496 7.083 1.248 78 233 23.368

INTEREST-BEARING LIABILITIES

EUR '000 30.09.2021 30.06.2021
Lease liabilities 615 614
Overdraft 4.439 5.474
Investment loans 858 514
Other loan 609 723
Total short-term interest-bearing liabilities 6.521 7.325
Finance lease liabilities .1.963 2.079
Listed bonds 12.875 12.852
Investment loans 858 1.942
Other loan 609 688
Total long-term interest-bearing liabilities 18.411 17.561
incl. payable within 1-5 years 17.220 16.370
incl. payable in more than 5 years 1.191 1.191

Investment loans as at 30.09.2021 carry term dates until 31.08 2027. Investment loans are in euros and pounds with interest rates tied to 6-months' EURIBOR or to the Bank Base rate of UK, loan interests range from 2.0% to 7.0%. Additional information on investment loan terms is available in the Group's 2020/2021 annual report.

On July 1, 2021, John Ross Jr. (Aberdeen) entered into a loan agreement with Santander UK Plc for GBP 1.5 million (1.7 million euros), with a maturity of 4 years and an interest rate of 3,5% + UK Bank Base rate. This loan refinances the 3 investment loans taken from Bank of Scotland Plc with a final balance of GBP 0.35 million (0.4 million euros). The loan is secured by a mortgage from John Ross Jr. (Aberdeen) assets.

PAYABLES AND PREPAYMENTS

EUR '000 30.09.2021 30.06.2021
Trade payables 11.180 7.049
Payables to employees 684 903
Other short-term liabilities 0 2.707
Interest payables 147 344
Other payables 138 258
Tax liabilities. incl.: 1.070 863
Social security tax 171 158
VAT 552 366
Personal income tax 142 101
Corporate income tax 73 98
Other taxes 132 140
Total short-term payables and prepayments 13.219 12.124

Saaremere Kala AS realized an option to acquire a non-controlling interest in the forward holding agreement from the British holding company JRJ & PRF Limited. The liability arising from the forward contract was recognized at fair value, which was GBP 2,322,933 at the time of the contract. The final price of the transaction was GBP 1,927,286, where the change in the fair value of the liability is recognized as a revaluation gain of GBP 395.647

EQUITY

SHARE CAPITAL

As at 30.09.2021 the Group had 38,682,860 shares (30.06.2021: 38,682,860), including 1 000 000 treasury shares (30.06.2021: 1,000,000 treasury shares).

Based on the decisions of the general meeting of shareholders held on 26.05.2016 the introduction of shares without par value instead of nominal value shares of AS PRFoods was entered in the Commercial Register on 30.06.2016. The registered share capital of the company is 7,736,572 euros divided into 38,682,860 ordinary shares without a nominal value of 0.20 euros each. In addition, a new version of the Articles of Association of the company came into force, according to which the minimum share capital is 7,000,000 euros and the maximum share capital is 28,000,000 euros.

24.05.2021 the resolution of the shareholders amended the clause of the articles of association where the supervisory board has the right to increase the share capital of the public limited company on 14.05.2021 within three years from the entry into force of the amendment to the articles of association. to the extent necessary for the conversion of convertible bonds issued pursuant to this Decision. The supervisory board may not increase the share capital by more than 3,500,000 euros. The supervisory board may decide to increase the share capital by contributions in kind. The Articles of Association are available on the homepage of AS PRFoods www.prfoods.ee.

SHARE PREMIUM

The Company`s share premium comprises mainly of the amount received above the nominal value upon an issue of shares less costs associated with the issue. According to the Commercial Code, a premium may be used to cover a loss of a company if such loss cannot be covered from retained profit of previous periods or from the capital reserve prescribed in the Articles of Association or from other reserves prescribed by the Articles of Association. The premium may also be used to increase share capital via a bonus issue. The share premium may not be distributed to shareholders.

In August 2020 the shareholders of OÜ Redstorm – Saaremere Kala AS and OÜ Fodiator – decided to increase the share capital of the company by 20 euros to 4.020 euros as a result of which the nominal value of Saaremere Kala AS share increased to 2.050 euros and the nominal value of OÜ Fodiator share to 1.970 euros.

Saaremere Kala AS paid 387.597 euros in kind for the increase of the nominal value of the share of which 387.587 euros was share premium. Saaremere Kala AS paid for the increase in the nominal value by offsetting the claim acquired by Saaremere Kala AS from OÜ Serenest against OÜ Redstorm in the amount of 387.597 euros.

As a result of the above transaction. the Group's consolidated share premium increased by 189.923 euros.

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.

3m 2021/2022 3m 2020/2021
Net profit (loss) attributable to equity holders of the company. EUR '000 -918 -1.402
Average number of shares. thousand 38.683 38.683
Earnings (Loss) per share. EUR -0.02 -0.04
Basic earnings (loss) per share. EUR -0.02 -0.04
Diluted earnings (loss) per share. EUR -0.02 -0.04

SEGMENT REPORTING

The Group's segments are based on the reports monitored and analysed by the management board of the Parent Company. The management of the Parent Company monitors financial performance by business and geographical areas.

The Group's two business segments – the fish segment and other segments – are presented together since the proportion of other segments in business operations is marginal amounting to 0.1% of the total turnover of the Group.

Starting from two financial years ago the Group monitors two geographical segments: i) Finland, Sweden and Estonia and ii) Great Britain.

3m 2021/2022 3m 2020/2021
EUR '000 Finland.
Sweden.
Estonia
Great
Britain
Total Finland.
Sweden.
Estonia
Great
Britain
Total
External revenue 10.679 3.528 14.207 9.753 2.984 12.737
Inter-segment revenue 0 0 0 0 0 0
Total revenue 10.679 3.528 14.207 9.753 2.984 12.737
Fair value adjustment of biological
assets
820 0 820 -94 0 -94
EBITDA* -221 212 -9 -625 144 -481
EBITDA from business
operations**
-1.041 256 -785 -531 194 -337
Depreciation and amortisation -540 -115 -655 -523 -121 -644
Operating profit / loss -761 97 -664 -1.148 23 -1.125
Financial income and expenses 43 -27 16 -269 -40 -309
Income tax -83 -9 -92 14 -18 -4
Net profit (loss) -801 61 -740 -1.403 -35 -1.438
Segment assets 35.963 20.008 55.971 38.311 19.079 57.390
incl. current assets 14.536 2.827 17.363 16.028 2.464 18.492
incl. biological assets 7.746 0 7.746 5.423 0 5.423
incl. non-current assets 21.427 17.181 38.608 22.283 16.615 38.898
Segment liabilities 34.109 6.943 41.052 34.014 4.833 38.847
Segment investments in tangible
and intangible assets
175 0 175 413 26 439

* EBITDA – operating profit adjusted with depreciation and impairement cost

** before fair value adjustment of bioassets and one-offs

SALES BY GEOGRAPHIC REGIONS

EUR '000 3m 2021/2022 3m 2020/2021
Finland 9.250 7.828
Great Britain 2.621 2.014
Estonia 1.235 1.406
Other regions 1.101 1.488
Total 14.207 12.737

COST OF GOODS SOLD

EUR '000 3m 2021/2022 3m 2020/2021
Materials in production & cost of goods purchased for resale -10.241 -8.151
Staff costs -1.453 -1.470
Depreciation and amortisation -539 -534
Other costs of goods sold* -1.200 -1.382
Total cost of goods sold -13.433 -11.537

* Other costs of goods sold includes expenses related to production and fish farming assets (rent, maintenance, insurance, utilities, etc.). staff-related costs and other expenses and subcontracted services.

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.

As at the balance sheet date there were no receivables from the related parties liabilities are found in the table below:

Party Payables and prepayments Payables as
at
30.09.2021
EUR '000
Payables as
at
30.06.2021
EUR '000
Amber Trust II S.C.A. Note and interest 2.662 2.680
Christopher Leigh Note and interest 98 0
Christopher Leigh Payable for non-controlling interests 0 1.732
Victoria Leigh-Pearson Payable for non-controlling interests 0 975
Total 2.760 5.387

Saaremere Kala AS realizes an option agreement between Saaremere Kala AS and the British holding company JRJ & PRF Limited as a result, Saaremere Kala AS acquired 15% of the shares of the holding company JRJ & PRF Limited.

Benefits including employment taxes to members of the Management Boards and Supervisory Boards of AS PRFoods and its subsidiaries and other key members of management were as follows:

EUR '000 3m 2021/2022 3m 2020/2021
Short-term benefits 186 248
Total 186 248

The members of the management and supervisory boards are not entitled to any pension-related rights from the company. The members of the management boards are entitled to termination benefits.

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).

CONTINGENT LIABILITIES

Contingent liabilities in connection with setting a mortgage for the benefit of the Customs Board of Finland

A mortgage was set for the benefit of the Finnish Customs Board in the amount of 84 thousand euros. The purpose of the transaction was a more streamlined organisation of the day-to-day operations by reducing persistent prepayments to the Customs Board.

The management estimated that it is improbable that the Finnish Customs Board will liquate the pledged asset.

Contingent liabilities relating to tax boards

The tax authorities may at any time inspect the books and records of the Group within 5 years subsequent to the reported tax year in Estonia and Finland. within 6 years in United Kingdom and within 7 years in Sweden. and may as a result of their inspection impose additional tax assessments. interests and penalties. During the first three months of the financial year and in the previous financial years the tax authorities have not conducted tax audits. The management of the Group is not aware of any circumstances which may give rise to a potential material liability in this respect.

AS PRFoods

PRFoods has hire Oaklins Baltics to carry out the pricing and potential sale process of PRFoods subsidiaries.

MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT

The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 1nd quarter and 3 months of the financial year 2021/2022 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 7 – 36 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 26 November 2021

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