Quarterly Report • May 23, 2021
Quarterly Report
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Consolidated Unaudited Interim Report 3 nd quarter and 9 months of 2020/2021 (translation from the Estonian original)
| 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 2020 – 31 March 2021 |
| CORPORATE PROFILE 4 | |
|---|---|
| MANAGEMENT REPORT 7 | |
| OVERVIEW OF ECONOMIC ACTIVITIES 7 | |
| MANAGEMENT AND SUPERVISORY BOARDS 18 | |
| SHARE AND SHAREHOLDERS 19 | |
| BOND AND BONDHOLDERS 22 | |
| CONDENSED INTERIM ACCOUNTING REPORT 25 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 25 | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 26 | |
| CONSOLIDATED CASH FLOW STATEMENT 27 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 28 | |
| NOTES TO THE INTERIM REPORT 29 | |
| SUMMARY OF MATERIAL ACCOUNTING POLICIES 29 | |
| CASH AND CASH EQUIVALENTS 29 | |
| RECEIVABLES AND PREPAYMENTS 30 | |
| INVENTORIES 30 | |
| BIOLOGICAL ASSETS 30 | |
| TANGIBLE ASSETS 31 | |
| INTANGIBLE ASSETS 32 | |
| LEASES 32 | |
| INTEREST-BEARING LIABILITIES 33 | |
| PAYABLES AND PREPAYMENTS 33 | |
| EQUITY 34 | |
| SEGMENT REPORTING 35 | |
| COST OF GOODS SOLD 36 | |
| RELATED PARTY TRANSACTIONS 36 | |
| ASSOCIATE COMPANIES 37 | |
| CONTINGENT LIABILITIES 37 | |
| MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 38 |
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.
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", "Heimon Kala" and "John Ross Aberdeen".
Consolidated unaudited interim report 3nd quarter and 9 months of the 2020/2021 financial year 6
The most difficult year in PRFoods history is coming to close. Second wave of corona crisis lasted longer than predicted and in reality we have operated under restrictions the entire financial year ending in June. HoReCa has been closed, export logistics has been hindered and Norwegian salmon farmers dumped salmon at record low prices, that led to decrease of entire market. All this is reflected in our financial performance.
Unfortunately we must admit that previous management made mistakes in investments and did not react to changed environment fast enough in Finland, thus amplifying the negatiive effect of corona. UK operations have been consistently profitable and from the beginning of calendar year we have resumed pre-coroan profitability and we see strong growth in sales and profitability for next financial year. Estonian operations are still small, but at the samet ime we doubled our retail sales on y-o-y. Fresh salmon trading, characterised by high sales volatility , but small margins, has been in very substantial decline due to corona and record low prices.
On positive side we managed to end Q3 with same result as last year despite -23% in sales, considering that January-March 2020 were normal months, but January-March 2021, Europe was still thick in corona crisis.
At the same time it has been one of the most positive years for us, as we got much closer in our strategy to become one of the biggest fish farmers in the region. New farming permits in Sweden and potential new permits in Estonia could contribute to 30-50 million euros additional sales in coming years.
We are prepared that there will be new corona-related restrictions in fall 2021.
We also deal actively with deleveraging the company, carrying out new issue of convertible bonds. Ca half of our loans are related to acquisition finance of John Ross Jr. , and their results have not been materially affected by corona, meaning the leverage is acceptable. Fish farming requires long-term financing and we are investigating alternatives. We have reduced the need of working capital in processing, decreasing our inventory levels. Most important is to restore profitability in the environment of decreased sales.
Sincerely, Indrek Kasela
| mln EUR | 3Q 2020/2021 | 3Q 2019/2020 | Change, mln EUR | Change, % | Impact |
|---|---|---|---|---|---|
| Sales | 14.19 | 18.49 | -4.30 | -23.3% | ▼ |
| Gross profit | 0.94 | 1.99 | -1.05 | -52.8% | ▼ |
| EBITDA from operations* | -0.50 | 0.03 | -0.53 | -2019.2% | ▼ |
| Revaluation of bioassets | -0.15 | -0.75 | 0.60 | -79.6% | ▲ |
| One-off expenses | -0.09 | -0.13 | 0.03 | -26.2% | ▲ |
| EBITDA | -0.75 | -0.85 | 0.11 | -12.6% | ▲ |
| Depreciation and amortisation | -0.66 | -0.58 | -0.08 | 14.3% | ▼ |
| Operating profit (loss) | -1.41 | -1.43 | 0.03 | -1.7% | ▲ |
| Financial income/expense | -0.37 | -0.38 | 0.01 | -3.6% | ▲ |
| Net profit (loss) | -1.78 | -1.70 | -0.08 | 4.8% | ▼ |
* before one-offs and fair value adjustment of bioassets
| mln EUR | 6m 2020/2021 | 6m 2019/2020 | Change, mln EUR | Change, % | Impact |
|---|---|---|---|---|---|
| Sales | 43.95 | 63.19 | -19.24 | -30.4% | ▼ |
| Gross profit | 4.67 | 8.90 | -4.23 | -47.5% | ▼ |
| EBITDA from operations* | -0.26 | 2.89 | -3.14 | -108.9% | ▼ |
| Revaluation of bioassets | -0.13 | -0.53 | 0.40 | -75.5% | ▲ |
| One-off expenses | -0.14 | -0.39 | 0.25 | -63.6% | ▲ |
| EBITDA | -0.53 | 1.96 | -2.49 | -127.0% | ▼ |
| Depreciation and amortisation | -1.97 | -1.70 | -0.27 | 16.0% | ▼ |
| Operating profit (loss) | -2.50 | 0.27 | -2.76 | -1043.0% | ▼ |
| Financial income/expense | -0.81 | -0.78 | -0.03 | 4.0% | ▼ |
| Net profit (loss) | -3.41 | -0.63 | -2.78 | 440.9% | ▼ |
* before one-offs and fair value adjustment of bioassets
| mln EUR unless indicated otherwise |
1Q 2021 | 4Q 2020 | 3Q 2020 | 2Q 2020 | 1Q 2020 | 4Q 2019 | 3Q 2019 | 2Q 2019 | 1Q 2019 |
|---|---|---|---|---|---|---|---|---|---|
| Sales | 14.2 | 17.0 | 12.7 | 15.1 | 18.5 | 25.4 | 19.3 | 21.5 | 18.1 |
| Gross profit | 0.9 | 2.5 | 1.2 | 0.7 | 2.0 | 4.3 | 2.6 | 2.1 | 2.1 |
| EBITDA from operations | -0.5 | 0.6 | -0.3 | -0.4 | 0.0 | 2.1 | 0.7 | 0.3 | 0.2 |
| EBITDA | -0.7 | 0.7 | -0.5 | -0.4 | -0.9 | 1.4 | 1.5 | 0.3 | -0.5 |
| EBIT | -1.4 | 0.0 | -1.1 | -1.0 | -1.4 | 0.7 | 1.0 | -0.3 | -1.0 |
| EBT | -1.8 | -0.1 | -1.4 | -1.2 | -1.8 | 0.6 | 0.8 | -0.4 | -1.2 |
| Net profit (loss) | -1.8 | -0.2 | -1.4 | -1.3 | -1.7 | 0.5 | 0.6 | -0.6 | -1.2 |
| Gross margin | 6.6% | 14.9% | 9.4% | 4.6% | 10.8% | 17.0% | 13.4% | 9.8% | 11.7% |
| Operational EBITDA margin | -3.5% | 3.4% | -2.6% | -2.6% | 0.1% | 8.4% | 3.8% | 1.4% | 1.1% |
| EBITDA margin | -5.3% | 4.1% | -3.8% | -2.6% | -4.6% | 5.3% | 7.6% | 1.4% | -2.5% |
| EBIT margin | -9.9% | 0.2% | -8.8% | -6.4% | -7.8% | 2.9% | 5.0% | -1.2% | -5.6% |
| EBT margin | -12.5% | -0.6% | -11.3% | -8.1% | -9.8% | 2.2% | 3.9% | -2.0% | -6.5% |
| Net margin | -12.5% | -1.2% | -11.3% | -8.4% | -9.2% | 2.0% | 2.9% | -3.0% | -6.6% |
| Operating expense ratio | 15.6% | 15.6% | 18.2% | 13.9% | 14.3% | 12.5% | 13.4% | 11.7% | 14.1% |
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 |
31.03. 2021 |
31.12. 2020 |
30.09. 2020 |
30.06. 2020 |
31.03. 2020 |
31.12. 2019 |
30.09. 2019 |
30.06. 2019 |
31.03. 2019 |
|---|---|---|---|---|---|---|---|---|---|
| Net debt | 21.4 | 21.9 | 21.5 | 20.7 | 17.0 | 17.8 | 19.9 | 20.5 | 18.7 |
| Equity | 17.6 | 18.6 | 18.5 | 19.8 | 21.6 | 23.3 | 22.8 | 21.9 | 23.3 |
| Working capital | -5.0 | -3.9 | -4.4 | -4.0 | -2.5 | -3.5 | -3.0 | -3.1 | -1.6 |
| Assets | 54.5 | 57.5 | 57.4 | 57.1 | 56.9 | 60.5 | 62.4 | 62.5 | 63.5 |
| Liquidity ratio | 0.8x | 0.8x | 0.8x | 0.8x | 0.9x | 0.9x | 0.9x | 0.9x | 0.9x |
| Equity ratio | 32.4% | 32.4% | 32.3% | 34.7% | 37.9% | 38.5% | 36.5% | 35.0% | 36.7% |
| Gearing ratio | 54.9% | 54.0% | 53.7% | 51.1% | 44.0% | 43.3% | 46.6% | 48.3% | 44.5% |
| Debt to total assets | 0.7x | 0.7x | 0.7x | 0.7x | 0.6x | 0.6x | 0.6x | 0.7x | 0.6x |
| Net debt to operating EBITDA | -55.3x | 160.0x | 12.8x | 7.5x | 5.3x | 5.3x | 5.4x | 5.1x | 5.4x |
| ROE | -23.8% | -21.9% | -7.0% | -9.1% | -5.7% | -3.2% | -4.5% | -6.5% | -8.2% |
| ROA | -8.4% | -7.8% | -2.4% | -3.2% | -2.1% | -1.2% | -1.6% | -2.3% | -3.0% |
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 31.03.2021 consolidated total assets of PRFoods stood at 54.5 million euros. The year before i.e. as at 31.03.2020 the balance sheet totalled 56.9 million euros.
The Group`s current assets stood at 15.0 million euros as at 31.03.2021 (31.03.2020: 19.4 million euros). Non-current assets totalled 39.4 million euros (31.03.2020: 37.6 million euros).
Current liabilities totalled 20.0 million euros as at 31.03.2021 (31.03.2020: 21.8 million euros). Non-current liabilities totalled 16.8 million euros (31.03.2020: 13.5 million euros). Equity of PRFoods was 17.6 million euros (31.03.2020: 21.6 million euros).
PRFoods' cash and cash equivalents totalled 2.28 million euros at the beginning of the financial year of 2020/2021 and 1.49 million euros at the end of the accounting period, the period's cash flow amounted to -0.79 million euros. Cash flow during the same period last financial year was 0.44 million euros.
Cash flow from operations was 1.24 million euros and +5.45 million euros a year ago. Cash flow from investment activities was -0.82 million euros and -1.51 million euros a year ago. Cash flow from financing activities totalled 1.21 million euros compared to -3.5 million euros during the same period in the previous financial year.
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 nine months of the financial year 2020/2021 was 44.0 million euros, down by 19.2 million euros compared to the same period of the previous financial year, when the sales amounted to 63.2 million euros.
| mln EUR | 9m 20/21 | Share, % | 9m 19/20 | Share, % | Change, mln EUR |
Change, % |
Imp. |
|---|---|---|---|---|---|---|---|
| Finland | 27.7 | 63.0% | 41.2 | 65.2% | -13.5 | -32.8% | ▼ |
| United Kingdom | 6.7 | 15.2% | 8.6 | 13.6% | -1.9 | -22.6% | ▼ |
| Estonia | 3.1 | 7.0% | 5.6 | 8.9% | -2.5 | -45.2% | ▼ |
| Other | 6.5 | 14.8% | 7.8 | 12.3% | -1.3 | -16.1% | ▼ |
| Total | 44.0 | 100.0% | 63.2 | 100.0% | -19.2 | -30.4% | ▼ |
Finland with sales revenue of 27.7 million euros and 63.0% of total sales is the largest market of the Group. Revenue of the second largest market, UK, amounted to 6.7 million euros, i.e., 15.2% of total sales. Revenue of the Estonian market totalled 3.1 million euros, i.e., 7.0% of the total. Revenue declined in all markets compared to the same period last financial year – Finland by 32.8%, UK by 22.6% and Estonia by 45.2%.
| mln EUR | 9m 20/21 | Share, % | 9m 19/20 | Share, % | Change, mln EUR |
Change, % |
Imp. |
|---|---|---|---|---|---|---|---|
| Hot & cold smoked fish | 20.1 | 45.8% | 24.0 | 38.0% | -3.9 | -16.1% | ▼ |
| Fresh fish and fillets | 16.2 | 36.8% | 28.4 | 45.0% | -12.3 | -43.1% | ▼ |
| Other fish products | 7.6 | 17.4% | 10.7 | 16.9% | -3.0 | -28.4% | ▼ |
| Other | 0.0 | 0.0% | 0.1 | 0.1% | -0.1 | -84.0% | ▼ |
| Total | 44.0 | 100.0% | 63.2 | 100.0% | -19.2 | -30.4% | ▼ |
The largest product group of the first nine months of the financial year was hot and cold smoked fish product group, the sales of which amounted to 20.1 million euros and accounted for 45.8% of total sales. The sales of fresh fish and fillets product group of 16.2 million euros accounted for 36.8% of the total. Compared to the same period in the previous financial year the sales of all product segments declined: smoked products by 16.1% and fresh fish and fillets by 43.1%. The sales of other fish products amounted to 7.6 million euros and accounted for 17.4% of the total and declined by 28.4% compared to the same period a year ago.
| mln EUR | 9m 20/21 | Share, % | 9m 19/20 | Share, % | Change, mln EUR |
Change, % |
Imp. |
|---|---|---|---|---|---|---|---|
| Retail chains | 25.2 | 57.2% | 24.3 | 38.4% | 0.9 | 3.7% | ▲ |
| Wholesale | 8.3 | 18.9% | 22.0 | 34.8% | -13.7 | -62.1% | ▼ |
| HoReCa | 8.0 | 18.2% | 14.9 | 23.6% | -6.9 | -46.4% | ▼ |
| Other | 2.5 | 5.7% | 2.0 | 3.2% | 0.4 | 21.5% | ▲ |
| Total | 44.0 | 100.0% | 63.2 | 100.0% | -19.2 | -30.4% | ▼ |
The largest client group is the retail chains' group, sales of which amounted to 25.2 million euros and accounted for 57.2% of the total sales during the period. Sales to wholesale amounting to 8.3 million euros and sales to HoReCa amounting to 8.0 million euros account for 18.9% and 18.2%, respectively, of the total sales. Compared to the same period in the previous financial year, the sales decreased in wholesale and HoReCa by 62.1%, and 46.4%, respectively. Revenue in retail sector increased by 3.7%.
| 9m 20/21 | 9m 19/20 | Change | 9m 20/21 | 9m 19/20 | Change | |||
|---|---|---|---|---|---|---|---|---|
| mln EUR | mln EUR | mln EUR | Impact | as % of sales |
as % of sales |
%-point | Impact | |
| Sales | 43.95 | 63.19 | -19.24 | ▼ | 100.00% | 100.00% | ||
| Cost of goods sold | -39.28 | -54.29 | 15.01 | ▲ | 89.37% | 85.92% | 3.45% | ▼ |
| materials in production & cost of goods purchased for resale |
-28.97 | -43.21 | 14.24 | ▲ | 65.91% | 68.38% | -2.47% | ▲ |
| labour costs | -4.65 | -5.32 | 0.67 | ▲ | 10.58% | 8.42% | 2.16% | ▼ |
| depreciation | -1.62 | -1.36 | -0.26 | ▼ | 3.69% | 2.15% | 1.54% | ▼ |
| other cost of goods sold | -4.04 | -4.40 | 0.36 | ▲ | 9.19% | 6.97% | 2.22% | ▼ |
| Operating expenses | -7.20 | -8.40 | 1.20 | ▲ | 16.39% | 13.30% | 3.09% | ▼ |
| labour costs | -2.41 | -3.08 | 0.67 | ▲ | 5.47% | 4.88% | 0.59% | ▼ |
| transport & logistics services | -2.42 | -2.56 | 0.14 | ▲ | 5.50% | 4.05% | 1.45% | ▼ |
| depreciation | -0.35 | -0.34 | -0.01 | ▼ | 0.78% | 0.54% | 0.24% | ▼ |
| advertising, marketing and product development |
-0.26 | -0.39 | 0.13 | ▲ | 0.60% | 0.62% | -0.02% | ▲ |
| other operating expenses | -1.76 | -2.03 | 0.27 | ▲ | 4.04% | 3.21% | 0.83% | ▼ |
| Other income/expenses | 0.16 | 0.30 | -0.14 | ▼ | 0.37% | 0.47% | -0.10% | ▼ |
| incl. one-offs | -0.14 | -0.39 | 0.25 | ▲ | -0.33% | -0.62% | 0.29% | ▲ |
| Financial income / expense | -0.81 | -0.78 | -0.03 | ▼ | -1.84% | -1.23% | -0.61% | ▼ |
COGS sold was 39.3 million euros and it accounted for 89.4% of the total sales of the ninth months of the 2020/2021 financial year (9m 2019/2020: 54.3 million euros, 85.9% 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 29.0 million euros (9m 2019/2020: 43.2 million euros). Remaining costs are mainly attributable to packaging materials and fish feed.
Labour cost of personnel employed in production and fish farms totalled 4.7 million euros and formed 10.6% of total sales (9m 2019/2020: 5.3 million euros, 8.4% of sales).
Other cost of goods sold amounted to 4.0 million euros and formed 9.2% of total sales (9m 2019/2020: 4.4 million euros, 7.0% 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 amounted to 7.2 million euros and accounted for 16.4% of the total sales (9m 2019/2020: 8.4 million euros, 13.3% of sales).
The majority of operating costs are costs on labour 2.4 million euros (9m 2019/2020: 3.1 million euros) and on transport & logistics services 2.4 million euros (9m 2019/2020: 2.6 million euros). The labour costs accounted for 5.5% (9m 2019/2020: 4.9%), and costs on transport & logistics accounted for 5.5% of the total (9m 2019/2020: 4.1%).
The average number of employees in PRFoods in the 3nd quarter of the financial year 2020/2021 was 277. The Group's labour costs totalled 2.1 million euros in the 3nd quarter of 2020/2021.
| 1Q 2021 |
4Q 2020 |
3Q 2020 |
2Q 2020 |
1Q 2020 | 4Q 2019 |
3Q 2019 |
2Q 2019 |
1Q 2019 |
|
|---|---|---|---|---|---|---|---|---|---|
| Average number of employees | 277 | 287 | 282 | 279 | 305 | 348 | 340 | 351 | 348 |
| Finland | 78 | 80 | 76 | 71 | 74 | 991 | 86 | 88 | 86 |
| Estonia | 86 | 89 | 91 | 96 | 101 | 114 | 118 | 121 | 131 |
| UK | 98 | 102 | 98 | 95 | 111 | 125 | 119 | 124 | 112 |
| Sweden | 15 | 16 | 17 | 17 | 19 | 18 | 17 | 17 | 19 |
| Payroll expense, th EUR | 2,089 | 2,727 | 2,241 | 2,168 | 2,559 | 3,161 | 2,683 | 2,584 | 2,536 |
| Monthly average payroll expense per employee, th EUR |
2.51 | 3.11 | 2.65 | 2.59 | 2.80 | 3.03 | 2.63 | 2.45 | 2.43 |
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.
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.
| EUR/kg | 31.03.2021 | 31.03.2020 | 31.03.21 vs 31.03.20 |
31.03.2019 | 31.03.21 vs 31.03.19 |
31.03.2018 | 31.03.21 vs 31.03.18 |
|---|---|---|---|---|---|---|---|
| Salmon | 6.81 | 4.54 | 50.0% | 6.59 | 3.3% | 7.99 | -14.8% |
| Rainbow trout | 6.00 | 4.52 | 32.7% | 6.65 | -9.7% | 6.62 | -9.4% |
As at the end of the reporting period the price of salmon has decreased by 50.0% and the price of rainbow trout has increased by 32.7% compared to the prices a year ago. Over the two-year period, the price of salmon has increased by 3.3% and the trout by 9.7%. The price of salmon has decreased by 14.8% and of rainbow trout by 9.4% compared to the prices three years ago.
The graphs below illustrate weekly average prices of salmon and rainbow trout since the financial year 2016/2017.
| EUR/kg | 9k 20/21 | 9k 19/20 | 9k 20/21 vs 9k 19/20 |
9k 18/19 | 9k 20/21 vs 9k 18/19 |
9k 17/18 | 9k 20/21 vs 9k 17/18 |
|---|---|---|---|---|---|---|---|
| Salmon | 4.58 | 5.65 | -18.9% | 5.91 | -22.4% | 5.72 | -19.9% |
| Rainbow trout | 4.47 | 5.35 | -16.5% | 5.90 | -24.2% | 6.20 | -27.9% |
As at the end of the reporting period the average market prices of salmon and rainbow trout have decreased by 18.9% and 16.5%, 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 decreased by 22.4% and 24.2%, respectively. The average fish prices have decreased compared to the prices three years ago: salmon by 19.9% and rainbow trout by 27.9%.
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.
| 9k 20/21 | 9k 19/20 | Muutus, tonnid 9k 20/21 vs 9k 19/20 |
Muutus, % 9k 20/21 vs 9k 19/20 |
|
|---|---|---|---|---|
| Biomass at the beginning of the period | 945 | 987 | -42 | -4.3% |
| Biomass at the end of the period | 495 | 586 | -91 | -15.5% |
| Harvested fish (in live weight) | 1,934 | 1,897 | 37 | 2.0% |
| 9k 20/21 | 9k 19/20 | Muutus, mln EUR 9k 20/21 vs 9k 19/20 |
Muutus, % 9k 20/21 vs 9k 19/20 |
|
|---|---|---|---|---|
| Biological assets at the end of period, mln EUR | 2.37 | 2.59 | -0.22 | -8.6% |
| Biomass volume at the end of period, tonnes | 495 | 586 | -91 | -15.5% |
| Average price, EUR/kg | 4.78 | 4.42 | 0.36 | 8.2% |
| Fair value adjustment of biological assets, mln EUR | -0.13 | -0.53 | 0.40 | -75.5% |
| The fair value of biological assets was 2.4 million euros compared to 2.6 million euros a year ago. Average price of biomass was 4.8 euros per kg compared to 4.4 euros per kg during the comparable period a year ago. Harvested volume, tonnes |
Biomass volume, tonnes | |||
| 2 116 1 897 19,8% 6,9% -14,6% -16,2% 1 774 1 766 |
1 1 934 2,0% |
135 1 048 103,0% -7,6% |
566 -46,0% |
586 495 |
| 9m 16/17 9m 17/18 9m 18/19 9m 19/20 |
9m 20/21 |
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, Noblessneri Jahtklubi 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.
| 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 | 90,000 | 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 increased by 48.11% and PRFoods share price remained unchanged.
Source: Nasdaq Tallinn, PRFoods
| Price (EUR) | 1kv 2021 4kv 2020 3kv 2020 2kv 2020 1kv 2020 4kv 2019 3kv 2019 2kv 2019 1kv 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Open | 0.370 | 0.374 | 0.418 | 0.398 | 0.461 | 0.430 | 0.502 | 0.590 | 0.610 |
| High | 0.388 | 0.390 | 0.420 | 0.458 | 0.530 | 0.470 | 0.534 | 0.590 | 0.670 |
| Low | 0.362 | 0.344 | 0.370 | 0.380 | 0.361 | 0.410 | 0.430 | 0.490 | 0.550 |
| Last | 0.382 | 0.370 | 0.372 | 0.418 | 0.382 | 0.460 | 0.430 | 0.534 | 0.550 |
| Traded volume, mln | 0.74 | 0.38 | 0.30 | 0.33 | 0.53 | 0.19 | 0.29 | 0.13 | 0.29 |
| Number of trades | 2 098 | 1 573 | 1 131 | 941 | 886 | 251 | 235 | 181 | 279 |
| Average trade volume | 355 | 244 | 267 | 348 | 597 | 750 | 1 250 | 741 | 1 055 |
| Turnover, mln | 0.28 | 0.14 | 0.12 | 0.14 | 0.23 | 0.08 | 0.14 | 0.07 | 0.18 |
| Market capitalisation, mln | 14.78 | 14.31 | 14.39 | 16.17 | 14.78 | 17.79 | 16.63 | 20.66 | 21.28 |
A total of 2,098 trades were conducted with PRFoods' shares during the first quarter of 2021. A total of 743,843 shares changed hands forming 1.9% of the company's shares. The average trade volume was 355 shares.
Turnover of share trading amounted to 0.28 million euros in 1Q 2021 compared to 0.14 million euros in the previous quarter. The highest share price in 1Q 2021 was 0.388 euros and the lowest was 0.362 euros.
The closing price of the share was 0.382 euro as at 31.03.2021 and the company's market capitalisation was 14.78 million euros.
| Ratios | Formula | 31.03.2021 | 31.03.2020 | 31.03.2019 |
|---|---|---|---|---|
| EV/Sales | (Market Cap + Net Debt) / Sales | 0.61 | 0.38 | 0.46 |
| EV/EBITDA from operations | (Market Cap + Net Debt) / EBITDA from operations |
neg | 9.98 | 11.58 |
| EV/EBITDA | (Market Cap + Net Debt) / EBITDA | neg | 14.05 | 23.28 |
| Price/EBITDA from operations | Market Cap / EBITDA from operations |
neg | 4.64 | 6.17 |
| Price/EBITDA | Market Cap / EBITDA | neg | 6.54 | 12.40 |
| Price-to-Earnings | Market Cap / Net Profit | neg | neg | neg |
| Price-to-Book | Market Cap / Equity | 0.84 | 0.68 | 0.91 |
Market capitalisation (market cap), net debt and equity as at 31.03.2021; sales, EBITDA and net profit/loss for the trailing 12 months
| Index / Share | Ticker / index | 31.03.2021 | 05.05.2010 | Change | |
|---|---|---|---|---|---|
| ● | PRFoods share, EUR | PRF1T | 0.382 | 0.890 | -57.08% |
| ● | PRFoods adjusted share price, EUR | 0.739 | 0.890 | -17.01% | |
| ● | OMX Tallinn GI | OMXTGI | 1,501.15 | 598.34 | 150.89% |
The decrease of PRFoods' share price since its listing in 2010, adjusted with the capital reduction payments, is 17.0%. The Tallinn Stock Exchange index has increased during the period by 150.0%. 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 57.1%. 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.
| Number of shares 31.03.2021 |
% of total 31.03.2021 |
Number of shares 30.06.2020 |
% of total 30.06.2020 |
Change | |
|---|---|---|---|---|---|
| ING Luxembourg S.A. (Nominee account) | 24,258,366 | 62.71% | 24,258,366 | 62.71% | - |
| Lindermann, Birnbaum & Kasela OÜ | 1,613,617 | 4.17% | 1,613,617 | 4.17% | - |
| Ambient Sound Investments OÜ | 1,385,267 | 3.58% | 1,385,267 | 3.58% | - |
| Firebird Republics Fund Ltd | 1,277,729 | 3.30% | 1,277,729 | 3.30% | - |
| OÜ Rododendron | 1,219,589 | 3.15% | 1,219,589 | 3.15% | - |
| Compensa Life Vienna Insurance Group SE | 750,470 | 1.94% | 750,470 | 1.94% | - |
| Firebird Avrora Fund, Ltd. | 730,678 | 1.89% | 730,678 | 1.89% | - |
| OÜ Iskra Investeeringud | 377,874 | 0.98% | 377,874 | 0.98% | - |
| Total largest shareholders | 31,613,590 | 81.73% | 31,613,590 | 81.73% | - |
| Other shareholders | 6,069,270 | 15.69% | 6,069,270 | 15.69% | - |
| Treasury shares | 1,000,000 | 2.59% | 1,000,000 | 2.59% | - |
| Total | 38,682,860 | 100.00% | 38,682,860 | 100.00% | - |
| SHAREHOLDERS BY RESIDENCE Other countries 1,7% Cay man Islands 5,2% 5,2% 1,6% Estonia 30,4% 30,5% 62,7% |
31.03.2021 30.06.2020 |
Corporate entities |
SHAREHOLDERS BY INVESTOR TYPE Private persons Financial institutions |
| Number of shares | Number of shareholders | % of shareholders | Number of shares | % of shares |
|---|---|---|---|---|
| 1 … 1 000 | 1,140 | 59.1% | 405,146 | 1.0% |
| 1 001 … 10 000 | 665 | 34.5% | 2,088,622 | 5.4% |
| 10 001 … 50 000 | 98 | 5.1% | 2,034,085 | 5.3% |
| 50 001 … 100 000 | 10 | 0.5% | 706,834 | 1.8% |
| 100 001 … | 15 | 0.8% | 33,448,173 | 86.5% |
| Total | 1,928 | 100.0% | 38,682,860 | 100.0% |
On 19.12.2019 PRFoods announced its plan to issue bonds via a private placement and a public issue. The main purpose of the proceeds of the bond issue was to refinance an investment loan and to invest in the Group's fish farms.
The bond issue was approved by the supervisory board with the following terms: the company will issue up to 100,000 covered bonds, with a nominal value of 100 euros per bond, the interest rate of 6.25% p.a., and with maturity on 22.01.2025.
A total of 90,096 bonds were issued in a private placement and 9,904 bonds in a public offering of which 4,926 were subscribed by AS PRFoods. 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.
For more detailed information on issuing the bonds please see the Stock Exchange Announcements dated 19.12.2019 and 21.01.2020, incl. in the bond issue prospectus.
| Value of bonds 31.03.2021 |
% of total 31.03.2021 |
Value of bonds 30.06.2020 |
% of total 30.06.2020 |
Change | |
|---|---|---|---|---|---|
| Swedbank Pensionifond K60 | 3,940,000 | 39.4% | 3,940,000 | 39.40% | - |
| Swedbank Pensionifond K30 | 800,000 | 8.0% | 800,000 | 8.00% | - |
| Rietumu Bankas JSC | 750,000 | 7.5% | 750,000 | 7.50% | - |
| AS SEB Bankas | 563,600 | 5.6% | 469,200 | 4.69% | 94,400 |
| Spring Capital Growth Fund 1 | 505,300 | 5.1% | 505,300 | 5.05% | - |
| Compensa Life Vienna Insurance Group SE |
355,800 | 3.6% | 325,800 | 3.26% | 30,000 |
| Suurimad võlakirjaomanikud kokku | 6,914,700 | 69.1% | 6,790,300 | 67.9% | -124,400 |
| Ülejäänud võlakirjaomanikud | 3,031,800 | 30.3% | 2,717,100 | 27.2% | 314,700 |
| Oma võlakirjad | 53,500 | 0.5% | 492,600 | 4.9% | -439,100 |
| Swedbank Pensionifond K60 | 3,940,000 | 39.4% | 3,940,000 | 39.40% | - |
| Value of bonds | Number of bondholders | % of bondholders | Value of bonds | % of bond value |
|---|---|---|---|---|
| 1 … 1 000 | 79 | 32.6% | 52,700 | 0.5% |
| 1 001 … 10 000 | 85 | 35.1% | 361,700 | 3.6% |
| 10 001 … 50 000 | 61 | 25.2% | 1,386,900 | 13.9% |
| 50 001 … 100 000 | 7 | 2.9% | 479,300 | 4.8% |
| 100 001 … | 10 | 4.1% | 7,719,400 | 77.2% |
| Total | 242 | 100.0% | 10,000,000 | 100.0% |
Consolidated unaudited interim report 3nd quarter and 9 months of the 2020/2021 financial year 24
| EUR '000 | Note | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | 2 | 1 485 | 3 023 | 2 276 |
| Receivables and prepayments | 3 | 3 536 | 4 095 | 3 578 |
| Inventories | 4 | 7 645 | 9 656 | 7 884 |
| Biological assets | 5 | 2 366 | 2 590 | 4 249 |
| Total current assets | 15 032 | 19 364 | 17 987 | |
| Deferred tax assets | 21 | 18 | 54 | |
| Long-term financial investments | 232 | 215 | 232 | |
| Tangible assets | 6 | 15 541 | 14 135 | 16 179 |
| Intangible assets | 7 | 23 626 | 23 208 | 22 672 |
| Total non-current assets | 39 420 | 37 576 | 39 137 | |
| TOTAL ASSETS | 54 452 | 56 940 | 57 124 | |
| EQUITY AND LIABILITIES | ||||
| Interest-bearing liabilities | 8,9 | 8 984 | 9 518 | 10 611 |
| Payables and prepayments | 10 | 10 833 | 12 142 | 11 132 |
| Government grants | 208 | 187 | 211 | |
| Total current liabilities | 20 025 | 21 847 | 21 954 | |
| Interest-bearing liabilities | 8,9 | 13 944 | 10 489 | 12 368 |
| Payables and prepayments | 10 | 298 | 190 | 190 |
| Deferred tax liabilities | 1 787 | 1 854 | 1 920 | |
| Government grants | 752 | 962 | 873 | |
| Total non-current liabilities | 16 781 | 13 495 | 15 351 | |
| TOTAL LIABILITIES | 36 806 | 35 342 | 37 305 | |
| Share capital | 7 737 | 7 737 | 7 737 | |
| Share premium | 14 198 | 14 007 | 14 007 | |
| Treasury shares | -390 | -390 | -390 | |
| Statutory capital reserve | 51 | 51 | 51 | |
| Currency translation differences | 683 | 147 | -366 | |
| Retained profit (loss) | -4 985 | -550 | -1 654 | |
| Equity attributable to parent | 17 294 | 21 002 | 19 385 | |
| Non-controlling interest | 352 | 596 | 434 | |
| TOTAL EQUITY | 11 | 17 646 | 21 598 | 19 819 |
| TOTAL EQUITY AND LIABILITIES | 54 452 | 56 940 | 57 124 |
| EUR '000 | Note | 3Q 2020/2021 |
3Q 2019/2020 |
9m 2020/2021 |
9m 2019/2020 |
|---|---|---|---|---|---|
| Revenue | 12 | 14 186 | 18 488 | 43 952 | 63 191 |
| Cost of goods sold | 13 | -13 247 | -16 497 | -39 280 | -54 293 |
| Gross profit | 939 | 1 991 | 4 672 | 8 898 | |
| Operating expenses | -2 219 | -2 635 | -7 204 | -8 402 | |
| Selling and distribution expenses | -1 523 | -1 735 | -4 890 | -5 673 | |
| Administrative expenses | -696 | -900 | -2 314 | -2 729 | |
| Other income / expense | 26 | -35 | 163 | 299 | |
| Fair value adjustment on biological assets | 5 | -154 | -754 | -130 | -530 |
| Operating profit (loss) | -1 408 | -1 433 | -2 499 | 265 | |
| Financial income / expenses | -370 | -384 | -808 | -777 | |
| Profit (Loss) before tax | -1 778 | -1 817 | -3 307 | -512 | |
| Income tax | -1 | 120 | -106 | -119 | |
| Net profit (loss) for the period | -1 779 | -1 697 | -3 413 | -631 | |
| Net profit (loss) attributable to: | |||||
| Owners of the Parent Company | -1 739 | -1 658 | -3 331 | -616 | |
| Non-controlling interests | -40 | -39 | -82 | -15 | |
| Total net profit (loss) for the period | -1 779 | -1 697 | -3 413 | -631 | |
| Other comprehensive income (loss) that may subsequently be classified to profit or loss: |
|||||
| Foreign currency translation differences | 781 | -20 | 1 049 | 361 | |
| Total comprehensive income (expense) | -998 | -1 717 | -2 364 | -270 | |
| Total comprehensive income (expense) attributable to: |
|||||
| Owners of the Parent Company | -958 | -1 678 | -2 282 | -255 | |
| Non-controlling interests | -40 | -39 | -82 | -15 | |
| Total comprehensive income (expense) for the period |
-998 | -1 717 | -2 364 | -270 | |
| Profit (Loss) per share (EUR) | 11 | -0,04 | -0,04 | -0,09 | -0,02 |
| Diluted profit (loss) per share (EUR) | 11 | -0,04 | -0,04 | -0,09 | -0,02 |
| EUR '000 | Note | 6m 2020/2021 | 6m 2019/2020 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net profit (loss) | -1,634 | 1,066 | |
| Adjustments: | |||
| Depreciation | 6, 7 | 1,307 | 1,118 |
| Profit from sale and write-offs of fixed assets | 4 | 0 | |
| Other non-cash items | -979 | 353 | |
| Changes in receivables and prepayments | -542 | -1,067 | |
| Changes in inventories | 4 | -1,743 | 2,876 |
| Changes in biological assets | 5 | 547 | 570 |
| Changes in payables and prepayments | 1,674 | -358 | |
| Corporate income tax paid | -27 | -59 | |
| Net cash inflow (outflow) from operating activities | -1,393 | 4,499 | |
| Cash flow from investing activities | |||
| Sale of tangible and intangible fixed assets | 6, 7 | 61 | 15 |
| Purchase of tangible and intangible fixed assets | 6, 7 | -888 | -1 369 |
| Government grants for acquisition of assets | 12 | 0 | |
| Purchases and sales of other financial investments | 0 | -20 | |
| Acquisition of subsidiaries, net cash received | 0 | -131 | |
| Interests received | 0 | -5 | |
| Net cash inflow (outflow) from investing activities | -815 | -1 510 | |
| Cash flow from financing activities | |||
| Change in overdraft | -2 378 | -1 548 | |
| Repayments of loans received | -668 | -10 248 | |
| Proceeds from borrowings | 2 803 | 159 | |
| Change in factored receivables | 9 | 0 | -9 |
| Repayments of lease liabilities | -517 | -259 | |
| Proceeds from issuing bonds | 0 | 9 014 | |
| Own bonds sale | 429 | 0 | |
| Dividends paid | 0 | -132 | |
| Interests paid | -882 | -475 | |
| Net cash inflow (outflow) from financing activities | -1 213 | -3 498 | |
| Net increase (decrease) in cash and cash equivalents | -791 | 440 | |
| Cash and cash equivalents at beginning of the period | 2 | 2 276 | 2 583 |
| Change in cash and cash equivalents | -791 | 440 | |
| Cash and cash equivalents at the end of the period | 2 | 1 485 | 3 023 |
| 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 | -3 331 | -3 331 | -82 | -3 413 |
| Other comprehensive income (expense) |
0 | 0 | 0 | 0 | 1 049 | 0 | 1 049 | 0 | 1 049 |
| Total comprehensive income (expense) for the period |
0 | 0 | 0 | 0 | 1 049 | -3 331 | -2 282 | -82 | -2 364 |
| Increase of subsidiary's share capital |
0 | 191 | 0 | 0 | 0 | 0 | 191 | 0 | 191 |
| Balance at 31.03.2021 | 7 737 | 14 198 | -390 | 51 | 683 | -4 985 | 17 294 | 352 | 17 646 |
Additional information in Note 11.
AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 31.03.2021 incorporate results of AS PRFoods (hereinafter Parent Company) and companies directly and indirectly held by it: Saaremere Kala AS, Redstorm OÜ and Vettel 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 2020 is available on PRFoods' website www.prfoods.ee.
With the decision of the extraordinary general meeting of the shareholders from 11 December 2017 the beginning of a financial year of the Group was amended and starting from 1 July 2018, the financial year begins on 1 July and ends on 30 June. The report is for the financial year which began on 1 July 2020 and will end on 30 June 2021.
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 30.06.2020 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 30.06.2020 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 2020/2021 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 | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|
| Cash on hand | 4 | 23 | 28 |
| Bank accounts | 1 481 | 3 000 | 2 248 |
| Total cash and cash equivalents | 1 485 | 3 023 | 2 276 |
| EUR '000 | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|
| Trade receivables | 2 417 | 3 463 | 2 170 |
| Allowance for doubtful receivables | -1 | -9 | -35 |
| Factoring receivables with regress | 824 | 75 | 586 |
| Other receivables | 80 | 277 | 93 |
| Prepaid expenses | 193 | 286 | 217 |
| Prepaid taxes | 18 | 3 | 547 |
| Other prepayments | 5 | 0 | 0 |
| Total receivables and prepayments | 3 536 | 4 095 | 3 578 |
Write-down on receivables was not recognised during the accounting period.
A commercial pledge set as collateral for loans and overdraft covers also receivables, see Note 9.
| EUR '000 | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|
| Raw materials and materials | 2 001 | 3 497 | 2 954 |
| Work-in-progress | 3 831 | 1 374 | 1 341 |
| Finished goods | 1 746 | 4 077 | 3 201 |
| Goods purchased for sale | 67 | 626 | 388 |
| Goods in transit | 0 | 82 | 0 |
| Total inventories | 7 645 | 9 656 | 7 884 |
Inventories were written off during the accounting period in the amount of 11 thousand euros.
A commercial pledge set as collateral for loans and bonds covers also inventories, see Note 9.
| EUR '000 | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|
| Fry | 252 | 544 | 570 |
| Juveniles | 2 103 | 1 960 | 2 464 |
| Fish suitable for harvesting | 11 | 86 | 1 215 |
| Total biological assets | 2 366 | 2 590 | 4 249 |
The Group farms in its fish farms located in Estonia, Finland and Sweden rainbow trout (Oncorhynchus mykiss).
| EUR '000 | 9m 2020/2021 | 9m 2019/2020 | 2019/2020 |
|---|---|---|---|
| Biological assets at beginning of the period | 4 249 | 4 924 | 4 924 |
| Purchased | 85 | 208 | 573 |
| Additions | 4 095 | 4 139 | 5 299 |
| Fair value adjustments | -130 | -530 | -291 |
| Harvested | -5 987 | -6 002 | -6 212 |
| Written off | - | -24 | -24 |
| Fry and live fish sold | -4 | -27 | -27 |
| Exchange rate differences | 58 | -98 | 7 |
| Biological assets at end of the period | 2 366 | 2 590 | 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 2019/2020 annual report.
| EUR '000 | Land and buildings |
Machinery and equipment |
Other tangible assets |
Construction in progress, prepayments |
Total |
|---|---|---|---|---|---|
| Cost at 30.06.2019 | 13,586 | 18,238 | 1,021 | 199 | 33,044 |
| Applying IFRS 16 for the first time | 1,423 | 156 | 0 | 0 | 1,579 |
| Adjusted beginning balance of 01.07.2019 | 15,009 | 18,394 | 1,021 | 199 | 34,623 |
| Acquired during the period | 281 | 504 | 5 | 1,536 | 2,326 |
| Reclassification* | 80 | 532 | 21 | -633 | 0 |
| Assets sold and written off | -489 | -1,706 | -233 | 0 | -2428 |
| Unrealised currency effect | -41 | 21 | 4 | 0 | -16 |
| Cost at 30.06.2020 | 14,840 | 17,745 | 818 | 1,102 | 34,505 |
| Acquired during the period | 11 | 214 | 10 | 658 | 893 |
| Reclassification* | 6 | 1 310 | 2 | -1 318 | 0 |
| Assets sold and written off | 0 | -204 | -10 | 0 | -214 |
| Unrealised currency effect | 188 | 196 | 4 | 0 | 388 |
| Cost at 31.12.2020 | 15 045 | 19 261 | 824 | 442 | 35 572 |
| Accumulated depreciation at 30.06.2019 | -6,010 | -11,736 | -763 | 0 | -18,509 |
| Depreciation of the period | -767 | -1,255 | -212 | 0 | -2,234 |
| Assets sold and written off | 523 | 1,525 | 398 | 0 | 2,446 |
| Unrealised currency effect | 1 | -26 | -4 | 0 | -29 |
| Accumulated depreciation at 30.06.2020 | -6,253 | -11,492 | -581 | 0 | -18,326 |
| Depreciation of the period | -638 | -1 032 | -38 | 0 | -1 708 |
| Assets sold and written off | 0 | 185 | 10 | 0 | 195 |
| Unrealised currency effect | -53 | -137 | -2 | 0 | -192 |
| Accumulated depreciation at 31.03.2021 | -6 944 | -12 476 | -611 | 0 | -20 031 |
| Carrying amount at 30.06.2019 | 7,576 | 6,502 | 258 | 199 | 14,535 |
| Carrying amount at 30.06.2020 | 8,587 | 6,253 | 237 | 1,102 | 16,179 |
| Carrying amount at 31.03.2021 | 8 101 | 6 785 | 213 | 442 | 15 541 |
| EUR '000 | Goodwill | Trademarks and patents |
Immaterial rights |
Software licences |
Pre payments |
Total |
|---|---|---|---|---|---|---|
| Cost at 30.06.2019 | 14,173 | 8,695 | 1,032 | 611 | 542 | 25,053 |
| Acquired during the period | 0 | 0 | 1 | 41 | 211 | 253 |
| Re-classification | 0 | 0 | 306 | 0 | -306 | 0 |
| Assets sold and written off | 0 | -230 | -9 | -167 | 0 | -406 |
| Unrealised currency effect | -136 | -128 | 0 | 0 | 3 | -261 |
| Cost at 30.06.2020 | 14,037 | 8,337 | 1,330 | 485 | 450 | 24,639 |
| Acquired during the period | 0 | 0 | 9 | 14 | 164 | 187 |
| Re-classification | 0 | 0 | 38 | 0 | -38 | 0 |
| Unrealised currency effect | 538 | 514 | 2 | 0 | 8 | 1 062 |
| Cost at 31.03.2021 | 14 575 | 8 851 | 1 379 | 499 | 584 | 25 888 |
| Accumulated depreciation at 30.06.2019 |
0 | -1,195 | -413 | -476 | 0 | -2,084 |
| Depreciation of the period | 0 | -199 | -45 | -54 | 0 | -298 |
| Depreciation of assets sold and written off |
0 | 230 | 7 | 170 | 0 | 407 |
| Unrealised currency effect | 0 | 7 | 1 | 0 | 0 | 8 |
| Accumulated depreciation at 30.06.2020 |
0 | -1,157 | -450 | -360 | 0 | -1,967 |
| Depreciation of the period | 0 | -158 | -65 | -38 | 0 | -261 |
| Unrealised currency effect | 0 | -33 | -1 | 0 | 0 | -34 |
| Accumulated depreciation at 31.03.2021 |
0 | -1 348 | -516 | -398 | 0 | -2 262 |
| Carrying amount at 30.06.2019 | 14 173 | 7 500 | 619 | 135 | 542 | 22 969 |
| Carrying amount at 30.06.2020 | 14 037 | 7 180 | 880 | 125 | 450 | 22 672 |
| Carrying amount at 31.03.2021 | 14 575 | 7 503 | 863 | 101 | 584 | 23 626 |
| EUR '000 | Land and buildings | Machinery and equipment |
Total |
|---|---|---|---|
| Balance as at 30.06.2019 | 0 | 0 | 0 |
| IFRS 16 adoption | 1 423 | 156 | 1 579 |
| Reclassified finance leases | 0 | 2 176 | 2 176 |
| Balance as at 01.07.2019 | 1 423 | 2 332 | 3 755 |
| Depreciation of the right-of-use asset during the period | -201 | -813 | -1 014 |
| Additions of the right-of-use assets | 0 | 359 | 359 |
| Derecognition of the right-of-use assets | 0 | 0 | 0 |
| Balance as at 30.06.2020 | 1 222 | 1 878 | 3 100 |
| Depreciation of the right-of-use asset during the period | -151 | -324 | -475 |
| Additions of the right-of-use assets | 0 | 1 079 | 1 079 |
| Derecognition of the right-of-use assets | 0 | -77 | -77 |
| Balance as at 31.03.2021 | 1 071 | 2 556 | 3 627 |
| EUR '000 | Note | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|---|
| Lease liabilities | 8 | 492 | 523 | 827 |
| Overdraft | 5 562 | 7 235 | 7 940 | |
| Factoring with regress | 0 | 0 | 0 | |
| Investment loans | 2 930 | 1 760 | 1 844 | |
| Total short-term interest-bearing liabilities | 8 984 | 9 518 | 10 611 | |
| Finance lease liabilities | 8 | 2 295 | 575 | 2 281 |
| Loan notes to shareholders | 0 | 446 | 433 | |
| Listed bonds | 9 537 | 8 692 | 9 053 | |
| Investment loans | 2 112 | 776 | 601 | |
| Total long-term interest-bearing liabilities | 13 944 | 10 489 | 12 368 | |
| incl. payable within 1-5 years | 13 044 | 10 489 | 12 186 | |
| incl. payable in more than 5 years | 900 | 0 | 182 |
Investment loans as at 31.03.2021 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. Additional information on investment loan terms is available in the Group's 2018/2019 annual report. Loan interests range from 2.0% to 7.0%. Detailed information is available in the 2019/2020 annual report.
| EUR '000 | 31.03.2021 | 31.03.2020 | 30.06.2020 |
|---|---|---|---|
| Trade payables | 4 542 | 6 195 | 5 903 |
| Payables to employees | 899 | 946 | 865 |
| Other short-term liabilities | 2 726 | 2 685 | 2 546 |
| Interest payables | 367 | 236 | 427 |
| Prepayments from clients | 0 | 0 | 0 |
| Other payables | 181 | 311 | 222 |
| Tax liabilities, incl.: | 2 118 | 1 769 | 1 169 |
| Social security tax | 190 | 184 | 122 |
| VAT | 1 442 | 1 169 | 740 |
| Personal income tax | 234 | 190 | 136 |
| Corporate income tax | 147 | 158 | 102 |
| Other taxes | 105 | 68 | 69 |
| Total short-term payables and prepayments | 10 833 | 12 142 | 11 132 |
| Other long-term liabilities | 298 | 190 | 190 |
| Total long-term payables and prepayments | 298 | 190 | 190 |
Other short-term liabilities include contingent provisions to non-controlling interests' buyout in the amount of 2,726 thousand euros. See Note 14.
As at 31.03.2021, the Company's registered share capital is 7,736,572 euros.
As per the resolution of the shareholders' meeting from 26.05.2016. the shares of AS PRFoods were registered on 30.06.2016 in the Commercial Register without nominal value. The registered share capital of the Company is 7,736,572 euros divided into 38,682,860 ordinary shares without nominal value with accountable value of 0.20 euro per share.
The Articles of Association stipulate 7,000,000 euros as minimal share capital and 28,000,000 euros as maximum share capital. The Articles of Association are available on AS PRFoods website at www.prfoods.ee.
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.
As at 31.03.2021 AS PRFoods has 1,000,000 own shares, acquired with an average price of 0.4915 euro per share.
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.
| 3Q 2020/2021 | 3Q 2019/2020 | 9m 2020/2021 | 9m 2019/2020 | |
|---|---|---|---|---|
| Net profit (loss) attributable to equity holders of the company, EUR '000 |
-1 739 | -1 658 | -3 331 | -616 |
| Average number of shares, thousand | 38 683 | 38 683 | 38 683 | 38 683 |
| Earnings (Loss) per share, EUR | -0,04 | -0,04 | -0,09 | -0,02 |
| Basic earnings (loss) per share, EUR | -0,04 | -0,04 | -0,09 | -0,02 |
| Diluted earnings (loss) per share, EUR | -0,04 | -0,04 | -0,09 | -0,02 |
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.
| 9m 2020/2021 | 9m 2019/2020 | ||||||
|---|---|---|---|---|---|---|---|
| EUR '000 | Finland. Sweden. Estonia |
Great Britain |
Total | Finland. Sweden. Estonia |
Great Britain |
Total | |
| External revenue | 33 847 | 10 602 | 44 449 | 50 333 | 12 866 | 63 199 | |
| Inter-segment revenue | 0 | -497 | -497 | 0 | -8 | -8 | |
| Total revenue | 33 847 | 10 105 | 43 952 | 50 333 | 12 858 | 63 191 | |
| Fair value adjustment of biological assets |
-130 | 0 | -130 | -530 | 0 | -530 | |
| EBITDA* | -2 001 | 1 471 | -530 | 551 | 1 411 | 1 962 | |
| EBITDA from business operations** |
-1 871 | 1 614 | -257 | 1 337 | 1 548 | 2 885 | |
| Depreciation and amortisation | -1 591 | -378 | -1 969 | -1 377 | -320 | -1 697 | |
| Operating profit / loss | -3 592 | 1 093 | -2 499 | -826 | 1 091 | 265 | |
| Financial income and expenses | -699 | -109 | -808 | -675 | -102 | -777 | |
| Income tax | 31 | -137 | -106 | 95 | -214 | -119 | |
| Net profit (loss) | -4 260 | 847 | -3 413 | -1 406 | 775 | -631 | |
| Segment assets | 34 441 | 20 011 | 54 452 | 36 572 | 20 368 | 56 940 | |
| incl. current assets | 12 585 | 2 447 | 15 032 | 16 135 | 3 229 | 19 364 | |
| incl. biological assets | 2 366 | 0 | 2 366 | 2 590 | 0 | 2 590 | |
| incl. non-current assets | 21 856 | 17 564 | 39 420 | 20 437 | 17 139 | 37 576 | |
| Segment liabilities | 32 591 | 4 215 | 36 806 | 30 881 | 4 461 | 35 342 | |
| Segment investments in tangible and intangible assets |
1,963 | 72 | 2,035 | 1 067 | 492 | 1 559 |
* EBITDA – operating profit adjusted with depreciation and impairement cost
** before fair value adjustment of bioassets and one-offs
| EUR '000 | 3Q 2020/2021 | 3Q 2019/2020 | 9m 2020/2021 | 9m 2019/2020 |
|---|---|---|---|---|
| Finland | 8 844 | 12 179 | 27 671 | 41 173 |
| Great Britain | 1 917 | 2 392 | 6 660 | 8 605 |
| Estonia | 600 | 1 666 | 3 083 | 5 621 |
| Other regions | 2 825 | 2 251 | 6 538 | 7 792 |
| Total | 14 186 | 18 488 | 43 952 | 63 191 |
| EUR '000 | 3Q 2020/2021 | 3Q 2019/2020 | 9m 2020/2021 | 9m 2019/2020 |
|---|---|---|---|---|
| Materials in production & cost of goods purchased for resale |
-10 213 | -13 134 | -28 967 | -43 210 |
| Staff costs | -1 357 | -1 564 | -4 652 | -5 320 |
| Depreciation and amortisation | -539 | -473 | -1 624 | -1 358 |
| Other costs of goods sold* | -1 138 | -1 326 | -4 037 | -4 405 |
| Total cost of goods sold | -13 247 | -16 497 | -39 280 | -54 293 |
* 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.
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:
| Party | Creditor | Payables and prepayments |
Payables as at 31.03.2021 |
Payables as at 31.03.2020 |
Payables as at 30.06.2020 |
|---|---|---|---|---|---|
| EUR '000 | EUR '000 | EUR '000 | |||
| Amber Trust II S.C.A. | Shareholder AS PRFoods |
Short term loan and interest |
2 702 | 1 620 | 1 639 |
| Christopher Leigh | Shareholder of JRJ & PRF Ltd |
Loan note | 0 | 295 | 277 |
| Victoria Leigh-Pearson | Shareholder of JRJ & PRF Ltd |
Loan note | 0 | 165 | 156 |
| Christopher Leigh | Contingent consideration |
Payable for non controlling interests |
1 745 | 1 677 | 1 629 |
| Victoria Leigh-Pearson | Contingent consideration |
Payable for non controlling interests |
981 | 944 | 917 |
| Total | 5 428 | 4 701 | 4 618 |
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 | 9m 2020/2021 | 9m 2019/2020 |
|---|---|---|
| Short-term benefits | 720 | 886 |
| Total | 720 | 886 |
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.
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).
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.
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.
The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 3nd quarter and 9 months of the financial year 2020/2021 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 7 – 38 hereof and confirms to the best of its knowledge that:
Indrek Kasela Member of the Management Board 23 May, 2021
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