Interim / Quarterly Report • Feb 28, 2025
Interim / Quarterly Report
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Consolidated Unaudited Interim Report 2nd quarter and 6 months of 2024/2025 (translation from the Estonian original)
Consolidated unaudited interim report 2nd quarter and 6 months of 2024/2025 financial year
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| Business name | AS PRFoods |
|---|---|
| Commercial registry code | 11560713 |
| Address | Kärsa, Suure-Rootsi küla, Saaremaa vald, Saare maakond, 94129, Eesti |
| Phone | +372 452 1470 |
| Website | prfoods.ee |
| Main activities | Production and sale of fish products |
| Reporting period | 1 October 2024 – 30 December 2024 |
| Auditor | KPMG Baltics OÜ |
| CORPORATE PROFILE 4 | |
|---|---|
| MANAGEMENT REPORT7 | |
| OVERVIEW OF ECONOMIC ACTIVITIES 7 | |
| MANAGEMENT AND SUPERVISORY BOARD 15 | |
| SHARE AND SHAREHOLDERS16 | |
| BOND AND BONDHOLDERS17 | |
| CONDENSED INTERIM ACCOUNTING REPORT 19 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 20 | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 21 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 22 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 23 | |
| NOTES TO THE INTERIM REPORT 24 | |
| NOTE 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES 24 | |
| NOTE 2. CASH AND CASH EQUIVALENTS 25 | |
| NOTE 3. RECEIVABLES AND PREPAYMENTS 25 | |
| NOTE 4. INVENTORIES 25 | |
| NOTE 5. INTEREST-BEARING LIABILITIES 26 | |
| NOTE 6. PAYABLES AND PREPAYMENTS 27 | |
| NOTE 7. EQUITY27 | |
| NOTE 8. RELATED PARTY TRANSACTIONS 28 | |
| NOTE 9. ASSOCIATE COMPANIES 28 | |
| NOTE 10. SUBSIDIARIES 29 | |
| NOTE 11. SEGMENT REPORTING30 | |
| NOTE 12. EVENTS AFTER THE BALANCE SHEET DATE 33 | |
| MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 34 |
AS PRFoods ("Group") is a company engaged in fish farming, processing, and sales. The Group's shares are listed on the main list of NASDAQ OMX Tallinn Stock Exchange since 5 May 2010 and its bonds are listed on the NASDAQ Tallinn bond list since 6 April 2020.
Main activities of the Group are manufacturing and sale of fish products. The main products are salmon and rainbow trout products. The raw fish is purchased from Estonia, Norway and Denmark. Fish products are manufactured in two modern factories in Saaremaa (Estonia) and in Aberdeen (Great Britain).
Products of the Group are sold as leading brands in their respective operating market and the primary focus is on higher value-added premium products, increasing thereby the profitability of the company.
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, which is why we 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.
| Purchase of raw fish | Norway Denmark |
|
|---|---|---|
| Production | Estonia Great Britain |
|
| Salse | Great Britain Estonia |
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| Consolidated unaudited interim report 2nd quarter and 6 months of 2024/2025 financial year | ||

64% of Coln Valley Smokery Ltd shares owned by JRJ & PRF Ltd and 36% by John Ross Jr (Aberdeen) Ltd
The most significant trademarks of the Group are "PRFoods", "Saare Kala" and "John Ross Jr Aberdeen"
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We can confirm that the second quarter of the financial year has been successful for the Group. The traditionally strong Christmas period has also contributed to a notable increase in sales for our production units. We extend our gratitude to our sales teams in both Estonia and the United Kingdom for their efforts.
In the second quarter, the Group's revenue was 6.8 million euros, rising from 5.4 million euros or 26% compared to last year's same period. The gross profit for Q2 grew from 1.6 million euros to 1.7 million euros, while EBITDA from operations increased by 20%, from 0.5 million euros to 0.6 million euros. Compared to the previous financial year's second quarter, the operating loss turned into an operating profit of 0.4 million euros. Additionally, the Group's net loss for Q2 significantly decreased from 0.7 million euros to 0.1 million euros.
We can also take pride in the results of the first half of the year. The unaudited consolidated revenue reached 11.4 million euros, representing a 28% increase compared to the 2023/2024 financial year. EBITDA from operations grew to 0.7 million euros (compared to -0.2 million euros in the first half of 2023/2024). The operating result turned from a loss of 0.4 million euros in the previous year to an operating profit of 0.4 million euros. The net loss for the first half of the year was 0.4 million euros, compared to 1.4 million euros in the previous financial year.
Our UK production unit, John Ross Jr., remains consistently profitable, and our Estonian production unit, Saare Kala Tootmine, has also shown a strong performance. However, it is important to note that due to the economic downturn in Estonia and changing consumer behaviour, the overall demand for fish products in the Estonian market has significantly declined. While Saare Kala has been able to maintain its market position, the current market volatility and tax increases are hitting food producers and retailers in Estonia the hardest. In addition to the domestic market, we are also seeing weak consumer demand in the Baltic region and Finland.
In the third quarter of this financial year, we will continue to face the above-mentioned challenges in all our markets. Unfortunately, we are not yet emerging from the economic downturn and declining consumption. During these difficult and volatile times, we recognize that every improvement in efficiency metrics is a significant achievement. This reaffirms that our chosen direction to improve profitability is the right one. These positive changes will also have a beneficial impact on the company, our investors, and the well-being of our employees.
In the second quarter, AS PRFoods also divested its 20% stake in TFTAK AS. This decision was necessary to allow us to focus on our core business areas—fish production and aquaculture-related activities. The transaction amount was 280 thousand euros, which aligns with an independent third-party valuation. As a result, the transaction generated a one-time loss of 138 thousand euros in PRFoods' consolidated and unconsolidated financial statements.
The Management Board of AS PRFoods is finalizing the bond's restructuring plan, which will be published soon. The Board thanks the Supervisory Board, investors, bondholders, employees, and partners for their trust. Moving into the second half of the year, we remain committed to increasing the Group's profitability and finding solutions to long-standing challenges.
Sincerely,
Timo Pärn Member of the Management Board
Kristjan Kotkas Member of the Management Board
| mln EUR | 2Q 2024/2025 | 2Q 2023/2024 | Change, mln EUR |
Change, % | Impact |
|---|---|---|---|---|---|
| Sales | 6.8 | 5.4 | 1.4 | 26% | ▲ |
| Gross profit | 1.7 | 1.6 | 0.1 | 6% | ▲ |
| EBITDA from operations* | 0.6 | 0.5 | 0.1 | 20% | ▲ |
| EBITDA | 0.6 | 0.5 | 0.1 | 20% | ▲ |
| Depreciation and amortisation | -0.2 | -0.3 | 0.1 | -33% | |
| Operating profit (-loss) | 0.4 | -0.03 | 0.43 | -1433% | ▲ |
| Financial income (-expense) | -0.4 | -0.5 | 0.1 | -20% | ▲ |
| Net profit (-loss) | -0.1 | -0.7 | 0.6 | -86% | ▲ |
* Before one-offs and fair value adjustment of bioassets

| mln EUR | 6m 2024/2025 | 6m 2023/2024 | Change, mln EUR | Change, % | Impact |
|---|---|---|---|---|---|
| Sales | 11.4 | 8.9 | 2.5 | 28% | ▲ |
| Gross profit | 2.5 | 1.7 | 0.8 | 47% | ▲ |
| EBITDA from operations* | 0.7 | -0.2 | 0.9 | -450% | ▲ |
| Revaluation of bioassets | 0.0 | 0.4 | -0.4 | -100% | ▼ |
| EBITDA | 0.7 | 0.2 | 0.5 | 250% | ▲ |
| Depreciation and amortisation | -0.3 | -0.6 | 0.3 | -50% | ▲ |
| Operating profit (loss) | 0.4 | -0.4 | 0.8 | -200% | ▲ |
| Financial income/expense | -0.6 | -0.8 | 0.2 | -25% | ▲ |
| Net profit (loss) | -0.4 | -1.4 | 1.0 | -71% | ▲ |
* Before one-offs and fair value adjustment of bioassets
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| mln EUR, unless indicated otherwise | 2Q 2024/2025 | 2023/2024 | 2Q 2023/2024 | 2022/2023 |
|---|---|---|---|---|
| Sales | 6.8 | 17.1 | 5.4 | 19.6 |
| Gross profit | 1.7 | 3.2 | 1.6 | 3.6 |
| EBITDA from operations | 0.6 | -0.3 | 0.5 | 0.3 |
| EBITDA | 0.6 | -0.3 | 0.5 | 0.3 |
| EBIT | 0.4 | -3.3 | -0.03 | -1.0 |
| EBT | 0.1 | -4.6 | -0.6 | -0.4 |
| Net profit (-loss) | -0.1 | -4.7 | -0.7 | 0.3 |
| Gross margin | 25.0% | 18.7% | 29.7% | 18.3% |
| Operational EBITDA margin | 10.3% | -2.0% | 10.1% | 1.5% |
| EBITDA margin | 10.3% | -2.0% | 10.1% | 1.5% |
| EBIT margin | 5.9% | -19.4% | -0.6% | -5.1% |
| EBT margin | 1.5% | -26.9% | -10.4% | 2.0% |
| Net margin | -1.5% | -27.3% | -12.2% | 1.5% |
| Operating expense ratio | -18.3% | 27.1% | -30.1% | 24.0% |
EBITDA from operations = Profit (Loss) before one-offs and fair value adjustment of bioassets
EBITDA = Profit (Loss) before interest, tax, depreciation, and amortisation EBIT = Operating profit (loss) EBT = Profit (Loss) before tax Gross margin = Gross profit / Net sales Operational EBITDA margin = EBITDA from operations / Net sales EBITDA margin = EBITDA / Net sales EBIT margin = EBIT / Net sales EBT margin = EBT / Net sales Net margin = Net earnings / Net sales Operating expense ratio = Operating expenses / Net sales
| mln EUR, unless indicated otherwise | 31.12.2024 | 30.06.2024 | 31.12.2023 | 30.06.2023 |
|---|---|---|---|---|
| Net debt | 13.9 | 14.3 | 15.9 | 16.7 |
| Equity | 2.7 | 3.2 | 6.4 | 8.3 |
| Working capital | -9.3 | -9.2 | 2.9 | 0.0 |
| Assets | 23.2 | 21.9 | 28.6 | 30.2 |
| Liquidity ratio | 0.4 | 0.3x | 1.5x | 1.0x |
| Equity ratio | 11.8% | 14.6% | 22.4% | 27.4% |
| Gearing ratio | 83.6% | 81.8% | 71.3% | 66.9% |
| Debt to total assets | 0.9x | 0.9x | 0.8x | 0.7x |
| Net debt to operating EBITDA | 35x | -42.5x | 21.4x | 55.8x |
| ROE | -173.3% | -81.4% | -9.1% | 4.1% |
| ROA | -22.7% | -17.9% | -2.3% | 1.0% |
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 31.12.2024 consolidated total assets of PRFoods stood at 23.2 million euros. As at 30.06.2024 the balance sheet totalled 21.9 million euros.
The Group`s current assets stood at 6.2 million euros as at 31.12.2024 (30.06.2024: 4.2 million euros). Non-current assets totalled 17,9 million euros (30.06.2024: 17.7 million euros).
Current liabilities totalled 15.5 million euros as at 31.12.2024 (30.06.2024: 13.5 million euros). Non-current liabilities totalled 4.9 million euros (30.06.2024: 5.3 million euros). Equity of PRFoods was 2.7 million euros (30.06.2024: 3.2 million euros).

The main products of the Group are salmon and rainbow trout goods. The Group is mainly known as a seller of smoked fish products in the UK and a seller of raw fish in Estonia as well as the biggest supplier of caviar to Estonian stores.
The Group's revenue during the 6 months of the financial year 2024/2025 was 11.4 million euros, more by 2.5 million euros compared to the same period of the previous financial year, when the sales amounted to 8.9 million euros.

| mln EUR | 6m 24/25 | Share, % | 6m 23/24 | Share, % | Change, mln EUR |
Change, % |
Imp. |
|---|---|---|---|---|---|---|---|
| United Kingdom | 7.8 | 68.3% | 6.9 | 77.5% | 0.9 | 13.0% | ▲ |
| Estonia | 3.6 | 31.7% | 2.0 | 22.5% | 1.6 | 80.9% | ▲ |
| Total | 11.4 | 100.0% | 8.9 | 100.0% | 2.5 | 28.2% | ▲ |
At the beginning of the current financial year, the Group's largest market was the United Kingdom, with sales amounting to 7.8 million euros, accounting for 68.3% of total revenue. In Estonia, the six-month turnover was 3.6 million euros, representing 31.7% of total revenue.
| 6m 24/25 | 6m 23/24 | Change | 6m 24/25 | 6m 23/24 | Change | Imp. | ||
|---|---|---|---|---|---|---|---|---|
| mln EUR | mln EUR | mln EUR | Imp. | as % of sales |
as % of sales |
%-point | ||
| Sales | 11.4 | 8.9 | 2.5 | ▲ | 100.0% | 100.0% | ||
| Cost of goods sold | -8.9 | -7.1 | -1.8 | ▼ | 78.1% | 80.4% | -2.3% | ▲ |
| materials in production & cost of goods purchased for resale |
-6.7 | -5.1 | -1.6 | ▼ | 58.8% | 57.0% | -1.8% | ▼ |
| labour costs | -1.5 | -1.2 | -0.3 | ▼ | 13.2% | 13.7% | -0.5% | ▲ |
| Depreciation | -0.3 | -0.4 | 0.1 | ▲ | 2.6% | 4.6% | -2.0% | ▲ |
| other cost of goods sold | -0.5 | -0.5 | 0.0 | - | 4.4% | 5.1% | -0.7% | ▲ |
| Operating expenses | -2.1 | -2.5 | 0.4 | ▲ | 18.4% | 28.3% | -9.9% | ▲ |
| labour costs | -0.7 | -0.9 | 0.2 | ▲ | 6.1% | 10.2% | -4.1% | ▲ |
| transport & logistics services |
-0.7 | -0.5 | -0.2 | ▼ | 6.1% | 6.1% | 0.0% | - |
| Depreciation | 0.0 | -0.2 | 0.2 | ▲ | 0.0% | 2.0% | -2.0% | ▲ |
| advertising. marketing and product development |
-0.1 | -0.1 | 0.0 | - | 0.9% | 1.4% | -0.5% | ▲ |
| other operating expenses | -0.7 | -0.8 | 0.1 | ▲ | 6.1% | 8.7% | -2.6% | ▲ |
| Other income/expenses | 0.0 | -0.0 | 0.0 | - | 0.0% | 0.0% | -0.0% | - |
| Financial income / expense | -0.6 | -0.8 | 0.2 | ▲ | 5.3% | 9.5% | -4.2% | ▲ |
The fish production industry is extremely dependent on availability and the price of raw fish. Large producers make their production plans for three years in advance as it is difficult and expensive in shorter perspective to adapt a fish farm's production cycle to market needs. Therefore, the world market fish supply is rigid in the short-term, while demand is somewhat shifting depending on the season. This imbalance in fish supply and demand results in constantly fluctuating price of raw fish. Moreover, the far-reaching change in supply chains during the past month in connection with the spread of the virus has increased the amplitude and unpredictability of prices. The Group counters the impact of external environment and volatility of fish price through the changes of the Group's production and sales strategy.
| EUR/kg | 31.12.2024 | 31.12.2023 | 31.12.24 vs 31.12.23 |
31.12.2022 | 31.12.24 vs 31.12.22 |
31.12.2021 | 31.12.24 vs 31.12.21 |
|---|---|---|---|---|---|---|---|
| Salmon | 6.9 | 8.9 | -22.5% | 8.3 | -16.9% | 6.4 | 7.8% |
| Rainbow trout | 6.6 | 7.6 | -13.2% | 8.3 | -20.5% | 7.0 | -5.7% |
As of the end of the reporting period, the market price of salmon had decreased by 22.5% compared to the same time last year, while the price of rainbow trout had dropped by 13.2%. Compared to prices two years ago, the price of salmon had fallen by 16.9%, and rainbow trout by 20.5%. However, when compared to prices three years ago, the price of salmon had increased by 7.8%, and rainbow trout decreased by 5.7%.
| EUR/kg | 6m 2024/2025 |
6m 2023/2024 |
2024/2025 vs 2023/2024 |
6m 2022/2023 |
2024/2025 vs 2022/2023 |
6m 2021/2022 |
2024/2025 vs 2021/2022 |
|---|---|---|---|---|---|---|---|
| Salmon | 7.2 | 6.9 | 4.3% | 6.9 | 4.3% | 5.7 | 26.3% |
| Rainbow trout | 6.8 | 6.7 | 1.5% | 8.1 | -16.0% | 6.1 | 11.5% |
The average price of salmon increased by 4.3% during the reporting period compared to the same period in the previous financial year. Meanwhile, the average price of rainbow trout rose by 1.5% over the same timeframe. When compared to the average prices from two years ago, salmon prices increased by 4.3%, and compared to three years ago, they had risen by 26.3%. In contrast, the average price of rainbow trout over the same two-year period decreased by 16.9%, but compared to three years ago, it had grown by 11.5%.
The Management Board of AS PRFoods consists of two members, Kristjan Kotkas and Timo Pärn, as per the decision of the Supervisory Board. The terms of the Management Board members are valid until 07.12.2026. The Management Board operates independently in the day-to-day management of the company, acting in the best interests of all shareholders to ensure the sustainable development of the company in line with its goals and strategy. Additionally, the Management Board ensures the functioning of internal control and risk management procedures within 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.
Timo Pärn has worked as a business manager at STÜ Tootmine OÜ, been an hotel manager and a strategic marketing consultant. He is also a member of management board of PRFoods AS subsidiary Saare Kala Tootmine OÜ. In addition to that, he is also a member of management board of Linden & Free OÜ, Saaremaa Eco OÜ and Food & Beverage Consult OÜ.
Kristjan Kotkas is an adviser in KJK private equity fund and serves as a member of management or supervisory board in several entities (AS Baltika, Cederberg Invest OÜ, Protea Invest OÜ, Rondebosch OÜ, Zegul Kayaks OÜ, Tahe Outdoors OÜ, KJK Participations III Sarl, KJK BALKAN HOLDING S.a.r.l., KJK Discovery Holding S.à r.l., KJK Sports Lithuania UAB, Stala OY, SHC Invest OÜ, Alwark UAB. Baltik Vairas UAB, KJK III AcquiCo d.o.o., KJK EE Investments 1 OÜ). He is also a member of the supervisory board of PRFoods AS subsidiary Saaremaa Kala AS.
The Supervisory Board of AS PRFoods is currently comprised of four members. The board is chaired by Lauri Kustaa Äimä, members of the supervisory board are Harvey Sawikin and Vesa Jaakko Karo.
The highest governing body of a public limited company is a general meeting of shareholders. According to law, the 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 supervisory board – Lauri Kustaa Äimä | 125,000 | 0.32% |
| Member of the supervisory board – Vesa Jaakko Karo | 90,000 | 0.23% |
| Total | 215,000 | 0,56% |
The registered share capital of the company is 7,736,572 euros which is divided to 38,682,860 ordinary shares without nominal value. All shares are freely transferable and of the same kind. i.e. have equal voting and dividend rights.
PRFoods shares are listed in the main list of Nasdaq Tallinn Stock Exchange since 5 May 2010. PRFoods shares do not have an official market maker. PRFoods share is a component in OMX Tallinn General Index.
PRFoods has twice reduced the nominal value of shares with making payments to shareholders: in 2012 by 10-euro cents and in 2015 by 30-euro cents. The general meeting of shareholders from 26 May 2016 resolved to adopt shares without nominal value and on 30 June 2016 the commercial registry registered the shares without nominal value. The accountable nominal value of a share is 0.20 euro (nominal value of a share was 10.0 Estonian kroons until 13 April 2011. 0.60 euro till 3 September 2012. and 0.50 euro till 2 October 2015).
Tallinn Stock Exchange All-Share index decreased by 17.3% and PRFoods share price decreased by 66.7%.
| Index / Share | Ticker / index | 31.12.2024 | 31.12.2023 | Change |
|---|---|---|---|---|
| PRFoods share, EUR | PRF1T | 0.06 | 0.18 | -66.7% |
| OMX Tallinn GI | OMXTGI | 1463.42 | 1768.56 | -17.3% |
| Price (EUR) | 4Q 2024 |
3Q 2024 |
2Q 2024 |
1Q 2024 |
4Q 2023 |
3Q 2023 |
2Q 2023 |
1Q 2023 |
4Q 2022 |
|---|---|---|---|---|---|---|---|---|---|
| Open | 0.096 | 0.100 | 0.135 | 0.175 | 0.22 | 0.22 | 0.24 | 0.30 | 0.307 |
| High | 0.106 | 0.108 | 0.135 | 0.182 | 0.222 | 0.231 | 0.253 | 0.304 | 0.318 |
| Low | 0.055 | 0.094 | 0.097 | 0.13 | 0.176 | 0.205 | 0.217 | 0.235 | 0.280 |
| Last | 0.064 | 0.096 | 0.10 | 0.137 | 0.179 | 0.222 | 0.224 | 0.248 | 0.290 |
| Traded volume. mln | 0.88 | 0.57 | 0.57 | 0.42 | 0.22 | 0.44 | 0.21 | 0.49 | 0.12 |
| Number of trades | 2,275 | 857 | 2,496 | 1,773 | 1,468 | 1,760 | 1,348 | 1,860 | 1,172 |
| Average trade volume | 297 | 194 | 194 | 234 | 148 | 248 | 156 | 261 | 102 |
| Turnover. mln | 0.06 | 0.02 | 0.06 | 0.07 | 0.04 | 0.09 | 0.05 | 0.13 | 0.03 |
| Market capitalization. Mln | 2.48 | 3.87 | 3.87 | 5.30 | 6.92 | 8.59 | 8.66 | 9.59 | 11.22 |
A total of 2,275 trades were conducted with PRFoods' shares during the fourth quarter of 2024. A total of 875,798 shares changed hands forming 2.26% of the company's shares. The average trade volume was 297 shares. Turnover of share trading amounted to 0.06 million euros in 4Q 2024 and the highest share price in 4Q 2024 was 0.106 euros and the lowest was 0.055 euros. The closing price of the share was 0.064 euro as at 31.12.2024 and the company's market capitalisation was 2.48 million euros.
PRFoods issued in the 2019/2020 financial year a total of 90 096 bonds in a private placement and 9,904 bonds in a public offering, with nominal value of 100 euros per bond, the interest rate of 6.25% p.a., and with maturity on 22.01.2025. According to 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 30.09.2024, the number of bonds owned by PRFoods is 14 770 with a nominal value of 1 477 thousand euros.
In the 2020/2021 financial year, PRFoods issued 237 subordinated convertible bonds, with a total nominal value of up to 2.37 million euros, with a nominal value of 10 000 euros per subordinated convertible bond, with an interest rate of 7% per calendar year and a maturity date of 01.10.2025.
In addition, PRFoods announced an additional issue of secured bonds with up to 10 000 bonds with a nominal value of 100 euros per bond, maturity date of 22.01.2025 and 6,25% per calendar year. The additional issue was a targeted placement of PRFoods shareholder Amber Trust II S.C.A.
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.
On January 14, 2024, PRFoods conducted a partial buyback of secured bonds amounting to up to 15% of the total nominal value of all issued bonds. In total, the company repurchased 14 235 bonds with a total nominal value of 1 423 500 euros from individuals who submitted buyback offers, which represents approximately 13% of the total nominal value of all issued bonds.
At the bondholders' meeting held on 18.07.2024, a decision was made to postpone the interest payment date for secured bonds from 22.07.2024, to the bond maturity date of 22.01.2025. With this decision, PRFoods committed to compensating bondholders with an additional payment, calculated at 1% per year of the bond's nominal value for the extended period. This compensation is added to the interest calculated under the terms and final conditions. During the extended period, the total interest amounts to 7.25% per year of the bond's nominal value, comprising the original interest rate of 6.25% per year and the additional compensation of 1% per year.
After the balance sheet date, a bondholder's meeting was held on 17.01.2025, during which the bondholders decided to postpone the bond redemption date, originally set for 22.01.2025, and approved a new redemption date of 31.03.2025. They also agreed to extend the current interest period of the bonds and, accordingly, to postpone the next interest payment date, originally set for 22.01.2025, confirming 31.03.2025, as the new interest payment date.
As of 30.09.2024 PRFoods has issued 110 237 bonds, of which 110,000 are secured bonds with a nominal value of 100 euro per secured bond, with a total value of 11.0 million euros, and 237 are subordinated convertible bonds with a nominal value of 10,000 euro per subordinated convertible bond, with a total value of 2.37 million euros.
| Value of bonds 31.12.2024 |
% of total 31.12.2024 |
Value of bonds 30.06.2023 |
% of total 31.12.2023 |
Change | |
|---|---|---|---|---|---|
| Swedbank Pension Fund for people born in 1970-79 |
3,349,000 | 25.0% | 3,940,000 | 29.5% | -591,000 |
| ING Luxembourg S.A. AIF nominee account |
2,920,000 | 21.8% | 3,070,000 | 23.0% | -150,000 |
| Swedbank Pension Fund for people born in 1960-69 |
680,000 | 5.1% | 800,000 | 6.0% | -120,000 |
| Clearstream Banking AG | 637,500 | 4.8% | 750,000 | 5.6% | -112,500 |
| Compensa Life Vienna Insurance Group SE |
484,600 | 3.6% | 671,500 | 5.0% | -186,900 |
| Spring Capital Growth Fund 1 | 428,700 | 3.2% | 504,300 | 3.8% | -75,600 |
| AS SEB Bankas | 301,600 | 2.3% | 479,900 | 3.6% | -178,300 |
| Total largest bondholders | 8,801,400 | 65.8% | 10,215,700 | 76.4% | -1,414,300 |
| Other minority bondholders | 3,091,600 | 23.1% | 3,100,800 | 23.2% | -9,200 |
| Treasury bonds | 1,477,000 | 11.0% | 53,500 | 0.4% | 1,423,500 |
| Value of bonds | Number of bondholders |
% of bondholders | Value of bonds | % of bond value |
|---|---|---|---|---|
| 1 … 1,000 | 352 | 60.7% | 133,800 | 1.0% |
| 1,001 … 10,000 | 146 | 25.2% | 602,000 | 4.5% |
| 10,001 … 50,000 | 62 | 10.7% | 1,328,900 | 9.9% |
| 50,001 … 100,000 | 7 | 1.2% | 550,700 | 4.1% |
| 100,001 … | 13 | 2.2% | 10,754,600 | 80.4% |
| Total | 580 | 100.0% | 13,370,000 | 100.0% |
| EUR '000 | Note | 31.12.2024 | 30.06.2024 |
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 2 | 1,068 | 203 |
| Trade and other receivables | 3 | 3,230 | 2,212 |
| Prepayments | 3 | 133 | 173 |
| Inventories | 4 | 1,722 | 1,644 |
| Total current assets | 6,154 | 4,232 | |
| Long-term financial investments | 0 | 418 | |
| Tangible assets | 3,913 | 4,164 | |
| Intangible assets | 13,084 | 13,102 | |
| Total non-current assets | 16,998 | 17,684 | |
| TOTAL ASSETS | 23,152 | 21,916 | |
| EQUITY AND LIABILITIES | |||
| Interest-bearing liabilities | 5 | 11,687 | 10,899 |
| Trade and other payables | 6 | 3,797 | 2,559 |
| Total current liabilities | 15,484 | 13,458 | |
| Interest-bearing liabilities | 5 | 3,323 | 3,600 |
| Deferred tax liabilities | 1,422 | 1,420 | |
| Government grants | 196 | 247 | |
| Total non-current liabilities | 4,941 | 5,267 | |
| TOTAL LIABILITIES | 20,426 | 18,725 | |
| Share capital | 7 | 7,738 | 7,737 |
| Share premium | 14,007 | 14,007 | |
| Treasury shares | -390 | -390 | |
| Statutory capital reserve | 51 | 51 | |
| Currency translation differences | 387 | 439 | |
| Retained profit (loss) | -19,066 | -18,653 | |
| Equity attributable to parent | 2,726 | 3,191 | |
| Non-controlling interest | 0 | 0 | |
| TOTAL EQUITY | 2,726 | 3,191 | |
| TOTAL EQUITY AND LIABILITIES | 23,152 | 21,916 |
| EUR '000 | Note | 2Q 2024/2025 |
Q2 2023/2024 |
6m 2024/2025 |
6m 2023/2024 |
|---|---|---|---|---|---|
| Revenue | 6,793 | 5,445 | 11,414 | 8,856 | |
| Cost of goods sold | -5,135 | -3,827 | -8,882 | -7,117 | |
| Gross profit | 1,658 | 1,618 | 2,532 | 1,739 | |
| Operating expenses | -1,241 | -1,642 | -2,149 | -2,509 | |
| Selling and distribution expenses | -791 | -910 | -1,403 | -1,348 | |
| Administrative expenses | -451 | -732 | -747 | -1,161 | |
| Other income / expense | 3 | -11 | 0 | -20 | |
| Fair value adjustment on biological assets | 0 | 0 | 0 | 358 | |
| Operating profit (loss) | 419 | -35 | 382 | -432 | |
| Financial income / expenses | -360 | -535 | -625 | -842 | |
| Profit (Loss) before tax | 59 | -570 | -243 | -1,274 | |
| Income tax | -132 | -97 | -170 | -110 | |
| Net profit (loss) for the period | -73 | -667 | -413 | -1,385 | |
| Net profit (loss) attributable to: | |||||
| Owners of the Parent Company | -74 | -708 | -413 | -1,382 | |
| Non-controlling interests | 0 | 42 | 0 | -4 | |
| Total net profit (loss) for the period | -74 | -666 | -413 | -1,386 | |
| Other comprehensive income (loss) that may subsequently be classified to profit or loss: |
|||||
| Foreign currency translation differences | 0 | -43 | -52 | -239 | |
| Total comprehensive income (expense) | -74 | -709 | -465 | -1,625 | |
| Total comprehensive income (expense) attributable to: | |||||
| Owners of the Parent Company | -74 | -751 | -465 | -1,621 | |
| Non-controlling interests | 0 | 42 | 0 | -4 | |
| Total comprehensive income (expense) for the period | -74 | -709 | -465 | -1,625 | |
| Profit (Loss) per share (EUR) | 7 | -0.00 | -0.02 | -0.01 | -0.04 |
| Diluted profit (loss) per share (EUR) | 7 | -0.00 | -0.02 | -0.01 | -0.03 |
| 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 30.06.2023 | 7,737 | 14,007 | -390 | 51 | 608 | -13,981 | 8,032 | 260 | 8,292 |
| Net profit (loss) for the year | 0 | 0 | 0 | 0 | 0 | -1,382 | -1,382 | -4 | -1,386 |
| Other comprehensive income (expense) |
0 | 0 | 0 | 0 | -239 | 0 | -239 | 0 | -239 |
| Total comprehensive income (expense) for the period |
0 | 0 | 0 | 0 | -239 | -1,382 | -1,621 | -4 | -1,625 |
| Other movements | 0 | 0 | 0 | 0 | 0 | -23 | -23 | -256 | 279 |
| Balance at 31.12.2023 | 7,737 | 14,007 | -390 | 51 | 369 | -15,386 | 6,388 | 0 | 6,388 |
| Balance at 30.06.2024 | 7,737 | 14,007 | -390 | 51 | 439 | -18,653 | 3,191 | 0 | 3,191 |
| Net profit (loss) for the year | 0 | 0 | 0 | 0 | 0 | -413 | -413 | 0 | -413 |
| Other comprehensive income (expense) |
0 | 0 | 0 | 0 | -52 | 0 | -52 | 0 | -52 |
| Total comprehensive income (expense) for the period |
0 | 0 | 0 | 0 | -52 | -413 | -465 | -0 | -465 |
| Other movements | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balance at 31.12.2024 | 7,737 | 14,007 | -390 | 51 | 387 | -19,066 | 2,726 | 0 | 2,726 |
Additional information in Note 7.
| EUR '000 | Note | 6m 2024/2025 | 6m 2023/2024 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net profit (loss) | -413 | -1,382 | |
| Adjustments: | |||
| Depreciation | 313 | 584 | |
| Loss from sale and write-offs of subsidiary | 0 | 272 | |
| Loss from sale and write-offs of associate | 139 | 0 | |
| Other non-cash items | 478 | 269 | |
| Changes in receivables and prepayments | -979 | -2,475 | |
| Changes in inventories | -78 | -600 | |
| Changes in biological assets | 0 | 447 | |
| Changes in payables and prepayments | 764 | 2,424 | |
| Net cash inflow (outflow) from operating activities | 224 | -461 | |
| Cash flow from investing activities | |||
| Purchase of tangible and intangible fixed assets | -32 | -33 | |
| Acquisition of subsidiaries, net cash received | 0 | 313 | |
| Cash received from sale of associate | 280 | 0 | |
| Net cash inflow (outflow) from investing activities | 248 | 280 | |
| Cash flow from financing activities | |||
| Repayments of loans received | -284 | -309 | |
| Change in factoring liability | 435 | 0 | |
| Proceeds from borrowings | 320 | 1,225 | |
| Repayments of lease liabilities | -4 | -71 | |
| Interests paid | -74 | -465 | |
| Net cash inflow (outflow) from financing activities | 392 | 380 | |
| Net increase (decrease) in cash and cash equivalents | 865 | 199 | |
| 203 | 394 | ||
| Cash and cash equivalents at beginning of the period | 2 | ||
| Change in cash and cash equivalents | 865 | 199 | |
| Effect of sale of subsidiary | 0 | -13 | |
| Cash and cash equivalents at the end of the period | 2 | 1,068 | 580 |
AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 31.12.2024 incorporate results of AS PRFoods (hereinafter Parent Company) and companies directly and indirectly held by it: Saaremere Kala AS and Saare Kala Tootmine OÜ in Estonia and JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd in the United Kingdom (hereinafter also referred to as the Group). JRJ & PRF Ltd, John Ross Jr (Aberdeen) Ltd, Coln Valley Smokery Ltd are consolidated from 01.07.2017. 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 2024 is available on PRFoods' website www.prfoods.ee.
The current unaudited consolidated interim report complies with the requirements of international accounting standards IAS 34 "Interim Financial Reporting" on condensed interim financial statements.
While preparing the interim report at hand. the same accounting principles as in the audited annual report for the financial year ended on 30.06.2024 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 30.06.2024 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 6 months of the financial year 2024/2025 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.
In preparing this interim report, the management has made decisions and assessments that affect the application of the Group's accounting principles, and the amounts reflected in assets and liabilities, revenues, and expenses. Actual results may differ from these estimates. The significant decisions made by the management in applying the Group's accounting principles and the key sources of estimation uncertainty were the same as those described in the latest consolidated financial statements for the fiscal year.
In its daily operations, the Group encounters various risks, and managing these risks is essential and an integral part of the company's business activities. The company's ability to identify, measure, and control various risks is a significant input into the overall profitability of the Group. Risk, as defined by the management, is a potential negative deviation from expected financial results. The main risk factors include market risk (including currency risk, interest rate risk, and price risk), credit risk, liquidity risk, and operational risk.
The foundation of the Group's risk management is based on the requirements set by Nasdaq Tallinn Stock Exchange, Financial Inspection and other regulatory bodies, compliance with generally accepted accounting standards and best practices, as well as the company's internal regulations and risk policies. Risk management at a general level involves defining, measuring, and controlling risks. The primary responsibility for risk management and approval of risk procedures lies with the parent company's board. The parent company's board oversees the measures taken by the management to mitigate risks.
The condensed interim financial report does not contain all the information about the Group's financial risk management that should be disclosed in the annual financial statements. Therefore, this interim report should be read in conjunction with the financial statements for the fiscal year ended 30 June 2024. There have been no significant changes in the Group's risk management principles compared to the end of the previous fiscal year.
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Bank accounts | 1,068 | 203 |
| Total cash and cash equivalents | 1,068 | 203 |
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Trade receivables | 2,773 | 1,766 |
| Other receivables | 457 | 446 |
| Prepaid expenses | 82 | 125 |
| Prepaid taxes | 51 | 48 |
| Total receivables and prepayments | 3,364 | 2,385 |
Write-down on receivables was not recognised during the accounting period.
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Raw materials and materials | 630 | 563 |
| Work-in-progress | 496 | 409 |
| Finished goods | 396 | 462 |
| Goods purchased for sale | 199 | 211 |
| Total inventories | 1,722 | 1,644 |
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Interest-bearing liabilities at the beginning of the period | 14,498 | 17,136 |
| Loans received | 320 | 622 |
| Listed bonds | 46 | -1,311 |
| Lease liabilities | -4 | 0 |
| Change in factoring liabilities | 435 | -99 |
| Repayments of interest-bearing liabilities | -284 | -703 |
| Reclassifications | 0 | 355 |
| Change in liabilities related to the sale of subsidiary | 0 | -1,500 |
| Interest-bearing liabilities at the end of the period | 15,010 | 14,498 |
| Interest liability at the beginning of the period | 697 | 594 |
| Interest accrued | 496 | 1,044 |
| Change in liabilities related to the sale of subsidiary | 0 | -48 |
| Interest paid | -74 | -893 |
| Interest liability at the end of the period | 1,119 | 697 |
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Lease liabilities | 9 | 19 |
| Listed bonds | 9,455 | 9,417 |
| Investment loans | 1,257 | 822 |
| Other loan | 966 | 641 |
| Total short-term interest-bearing liabilities | 10,896 | 10,899 |
| Finance lease liabilities | 242 | 236 |
| Listed bonds | 2,353 | 2,345 |
| Investment loans | 728 | 1,018 |
| Total long-term interest-bearing liabilities | 3,323 | 3,599 |
| incl. payable within 1-5 years | 3,323 | 3,599 |
On 01 July 2021, John Ross Jr. (Aberdeen) Ltd entered into an agreement with Santander UK plc an investment loan of 1.5 million GBP (1,7 million euros) to finance the purchase of 15% non-controlling interests of JRJ&PRF Limited from Christopher Leigh and Victoria Leigh-Pearson to Saaremere Kala AS. The loan term is 01.07.2025. The loan interest rate is 3.5%. The loan is secured by a mortgage on a property of John Ross Jr (Aberdeen) Ltd.
On 22.10.2020, Saare Kala Tootmine OÜ concluded a loan agreement with the Maaelu Arendamise Sihtasutus as part of the measure "Covid-19 loan for organic and rural economy entrepreneurs" for the automation of a factory in Saaremaa. The amount of the investment loan is 1,0 million euros with a term of 6 years, the final term of the loan is 30.09.2026. The loan interest rate is 4.5%. The loan is secured by a mortgage and commercial pledge on the assets of Saare Kala Tootmine OÜ and a 100% guarantee by AS PRFoods.
In a stock exchange announcement published on 03.07.2024, AS PRFoods called a meeting of the holders of PRFoods bonds maturing on 22.01.2025, with ISIN code EE3300001577, issued under the terms of the secured bond issuance of PRFoods on 14.01.2020 (last amended on 20.09.2022). The meeting was held on 18.07.2024, and was attended by a total of 18 bondholders whose bonds had a total nominal value of 5,379,700 euros, representing approximately 56% of the nominal value of all voting bonds. Therefore, the meeting was quorate.
At the meeting, the bondholders adopted the following resolutions:
The resolution was supported by bondholders whose bonds had a total nominal value of 5,100,000 euros, representing approximately 95% of the nominal value of the bonds held by bondholders who attended the meeting. Bondholders whose bonds had a total nominal value of 279,700 euros, or approximately 5% of the nominal value of the bonds held by bondholders who attended the meeting, voted against the resolution. All bondholders present at the meeting participated in the vote.
According to the stock exchange announcement published by PRFoods on 03.07.2024, PRFoods undertakes to pay compensation to the bondholders in connection with the adoption of the above resolution, the amount of which per bond will be equal to one percent per year of the bond's nominal value for the extended period. This will be in addition to the interest calculated according to the terms and final terms, i.e., during the extended period, the interest (calculated at a rate of 6.25% per year) together with the compensation (calculated at a rate of 1% per year) will amount to a total of 7.25% per year of the bond's nominal value.
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Trade payables | 1,537 | 1,192 |
| Payables to employees | 108 | 100 |
| Other short-term liabilities | 0 | 0 |
| Interest payables | 1,119 | 697 |
| Other payables | 488 | 147 |
| Tax liabilities | 544 | 423 |
| Total short-term payables and prepayments | 3,796 | 2,559 |
As at 31.12.2024 the Group had 38,682,860 shares (30.06.2024: 38,682,860), including 1,000,000 treasury shares (30.06.2024: 1,000,000 treasury shares).
As of 01.07.2014, the Group initiated a buy-back programme of its own shares in accordance with the resolution of the general meeting of shareholders held on 29.05.2014, according to which up to 500,000 own shares were to be bought back until 31.05.2017. The initial buy-back programme was completed on 18.05.2016. The ordinary general meeting of shareholders held on 26.05.2016 adopted a resolution to expand the existing buy-back programme, according to which up to additional 500,000 own shares were to be bought back until 29.05.2019. On 14 June 2016, the Management Board of AS PRFoods entered into a service agreement with AS SEB Pank to continue the implementation of the buy-back programme of own shares. As at 31.12.2024 AS SEB Pank had acquired 1,000,000 shares of AS PRFoods in the name and on the account of the Group with average price of 0.4915 euros per share.
The buy-back programme was implemented in compliance with the resolutions of the general meetings of shareholders held on 29.05.2014 and 26.05.2016, and the Commission Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.
The Estonian Commercial Code requires companies to create a capital reserve. Each year at least 1/20 of profit for the year has to be transferred to the capital reserve until the reserve amounts to 1/10 of share capital. The capital reserve may be used for covering losses and increasing the share capital but not for making distributions to shareholders.
Earnings per share have been calculated by dividing the net profit attributable to the shareholders by the average number of shares for the period.
| 6m 2024/2025 | 6m 2023/2024 | |
|---|---|---|
| Net profit (-loss) attributable to equity holders of the company. EUR '000 | -413 | -1,382 |
| Average number of shares. Thousand | 38,683 | 38,683 |
| Earnings (-loss) per share. EUR | -0.01 | -0.04 |
| Basic earnings (-loss) per share. EUR | -0.01 | -0.04 |
| Diluted earnings (-loss) per share. EUR | -0.01 | -0.03 |
The Company considers parties to be related when one party has control over the other party or has significant influence over the business decision of the other party.
Related parties include:
At the balance sheet date, there were no receivables from related parties. Payables are listed in the table below.
| Party | Creditor | Payables | Payables as at 31.12.2024 EUR '000 |
Payables as at 30.06.2024 EUR '000 |
|---|---|---|---|---|
| Amber Trust II S.C.A. | Shareholder | Investment loan and interest | 747 | 411 |
| Amber Trust II S.C.A. | Shareholder | Bond and interest of bond | 3,007 | 2,912 |
| KJK Fund SICAV-SIF | Shareholder | Bond and interest of bond | 442 | 429 |
| Total | 4,195 | 3,752 |
During the reporting period, PRFoods' subsidiary, Saaremere Kala AS, its subsidiary, Saare Kala Tootmine OÜ, and PRFoods' shareholder, Amber Trust II S.C.A., entered into a loan agreement on 13.12.2024. Under this agreement, Amber Trust II S.C.A. grants a loan to Saaremere Kala AS with a principal amount of up to 550 thousand euros, an annual interest rate of 8%, and a repayment schedule whereby 50% of the utilized loan amount must be repaid by 28.02.2025, and the remaining 50% by 31.07.2025. As of 31.12.2024, the amount drawn from the loan was 320 thousand euros.
As of 31.12.2024, the Group had no investments in associates.
On 19.12.2024, the Group sold its 50% stake in Avamere Kalakasvatus OÜ for 1 euro. The divested company had no business operations. The Group incurred a loss of 1 thousand euros from the sale of the associate, which is recorded under the income statement item "Financial income/expenses."
On 16.12.2024, the Group signed a sales agreement for the divestment of its stake in TFTAK. The Group sold its entire holding of 11,250 shares with a nominal value of 0.70 EUR per share (i.e., a total nominal value of 7,875 EUR), which constituted 20% of TFTAK's share capital. The transaction value was 280 thousand euros.
At the time of the transaction, the carrying value of TFTAK in the Group's financial statements was 418 thousand euros. The transaction amount of 280 thousand euros corresponds to an independent valuation conducted by a third party. The result of the transaction for the Group's consolidated and unconsolidated financial statements is a one-time loss of 138 thousand euros. The incurred loss is recorded under the income statement item "Financial income/expenses."
| Subsidiary | Domicile | Ownership interest 31.12.2024 |
Ownership interest 30.06.2024 |
Area of activity | Owner |
|---|---|---|---|---|---|
| Saaremere Kala AS | Estonia | 100% | 100% | Fish group holding company | AS PRFoods |
| Saare Kala Tootmine OÜ |
Estonia | 100% | 100% | Production of fish products | Saaremere Kala AS |
| JRJ & PRF Limited | Scotland | 100% | 100% | Fish group holding company | Saaremere Kala AS |
| John Ross Jr. (Aberdeen) Limited |
Scotland | 100% | 100% | Production and sale of fish products |
JRJ & PRF Limited |
| Coln Valley Smokery Limited |
Great Britain | 100% | 100% | Production and sale of fish products |
64% JRJ & PRF Limited 36% John Ross Jr. (Aberdeen) Limited |
The ownership percentage of subsidiaries' equity equals the voting rights. The shares of subsidiaries are not listed.
The Group's segments are defined based on the reports monitored and analysed by the parent company's management board. The management follows financial results based on both business areas and geographic regions, but reports by geographic regions carry more weight for monitoring financial performance and allocating resources. Therefore, this classification forms the basis for defining business segments. The Group's business segments are as follows:
The Estonia business segment involves the production of trout products and, until 30.11.2023, the operation of rainbow trout farms in Estonia, which ceased with the sale of Redstorm OÜ on 30.11.2023. This segment includes the Group's production company, Saare Kala Tootmine OÜ, and Redstorm OÜ (until 30.11.2023).
The United Kingdom business segment includes the production of salmon products. This segment consists of the Group's production companies, John Ross Jr (Aberdeen) Ltd and Coln Valley Smokery Ltd, as well as the UK fish company holding firm JRJ & PRF Ltd.
The Central Activities segment is reported separately and does not form a distinct business area. It includes the parent company, AS PRFoods, and the Group's fish company holding firm, Saaremere Kala AS. Central activities mainly encompass the Group's financial support activities.
| 2Q 2024/2025 | 6m 2024/2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR '000 | Estonia | United Kingdom |
Central Activities |
Eliminations | Total | Estonia | United Kingdom |
Central Activities |
Eliminations | Total |
| Revenue | 2,083 | 4,710 | 0 | 0 | 6,793 | 3,618 | 7,796 | 20 | -20 | 11,414 |
| Cost of goods sold | -1,842 | -3,294 | 0 | 0 | - 5,136 |
-3,339 | -5,544 | 0 | 0 | -8,883 |
| Gross profit | 241 | 1,416 | 0 | 0 | 1,657 | 279 | 2,252 | 20 | -20 | 2,531 |
| Operating expenses | -301 | -836 | -105 | 0 | - 1,242 |
-520 | -1,502 | -127 | 0 | -2,149 |
| Selling and distribution expenses | -194 | -597 | 0 | 0 | -791 | -375 | -1,028 | 0 | 0 | -1,403 |
| Administrative expenses | -107 | -240 | -105 | 0 | -452 | -145 | -475 | -127 | 0 | -747 |
| Other income / expense | 4 | 0 | -1 | 0 | 3 | -5 | 0 | 5 | 0 | 0 |
| Fair value adjustment on biological assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Operating profit (loss) | -56 | 580 | -106 | 0 | 418 | -246 | 750 | -102 | -20 | 382 |
| Financial income / expenses | -24 | -15 | -322 | 0 | -361 | -46 | -50 | -529 | 0 | -625 |
| Profit (Loss) before tax | -80 | 565 | -428 | 0 | 57 | -292 | 700 | -631 | -20 | -243 |
| Income tax | 0 | -132 | 0 | 0 | -132 | 0 | -170 | 0 | 0 | -170 |
| Net profit (loss) for the period | -80 | 433 | -428 | 0 | -75 | -292 | -530 | -631 | -20 | -413 |
| 2Q 2023/2024 | 6m 2023/2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR '000 | Estonia | United Kingdom |
Central Activities |
Eliminations | Total | Estonia | United Kingdom |
Central Activities |
Eliminations | Total |
| Revenue | 1,406 | 4,039 | 0 | 0 | 5,445 | 1,923 | 6,933 | 0 | 0 | 8,856 |
| Cost of goods sold | -1,272 | -2,555 | 0 | 0 | -3,827 | -2,373 | -4,744 | 0 | 0 | -7,117 |
| Gross profit | 134 | 1,484 | 0 | 0 | 1,618 | -450 | 2,189 | 0 | 0 | 1,739 |
| Operating expenses | -322 | -956 | -364 | 0 | -1,642 | -578 | -1,482 | -449 | 0 | -2,509 |
| Selling and distribution expenses | -187 | -723 | 0 | 0 | -910 | -335 | -1,013 | 0 | 0 | -1,348 |
| Administrative expenses | -135 | -233 | -364 | 0 | -732 | -243 | -469 | -449 | 0 | -1,161 |
| Other income / expense | -3 | 0 | -8 | 0 | -11 | -1 | 0 | -19 | 0 | -20 |
| Fair value adjustment on biological assets | 0 | 0 | 0 | 0 | 0 | 358 | 0 | 0 | 0 | 358 |
| Operating profit (loss) | -191 | 528 | -372 | 0 | -35 | -671 | 707 | -468 | 0 | -432 |
| Financial income / expenses | -23 | -35 | -476 | 0 | -534 | -58 | -98 | -686 | 0 | -842 |
| Profit (Loss) before tax | -214 | 493 | -848 | 0 | -569 | -729 | 609 | -1,154 | 0 | -1,274 |
| Income tax | 0 | -96 | 0 | 0 | -96 | 0 | -110 | 0 | 0 | -110 |
| Net profit (loss) for the period | -214 | 397 | -848 | 0 | -665 | -729 | 499 | -1,154 | 0 | -1,384 |
| EUR '000 | 2Q 2024/2025 | 2Q 2023/2024 | 6m 2024/2025 | 6m 2023/2024 |
|---|---|---|---|---|
| Great Britain | 4,710 | 4,039 | 7,796 | 6,933 |
| Estonia | 2,083 | 1,406 | 3,618 | 1,923 |
| Total | 6,793 | 5,445 | 11,414 | 8,856 |
| EUR '000 | 31.12.2024 | 30.06.2024 |
|---|---|---|
| Great Britain | 14 521 | 14,350 |
| Estonia | 2 476 | 2,917 |
| Total | 16 997 | 17,267 |
On 2.01.2025, AS PRFoods published a stock exchange announcement convening a meeting of bondholders holding AS PRFoods bonds with a redemption date of 22.01.2025. The meeting was held on 17.01.2025. Bondholders participating in the voting represented bonds with a total nominal value of 6,895,600 euros, accounting for approximately 72% of the nominal value of all voting bonds.
At the meeting, the bondholders adopted the following resolutions. Firstly, they agreed to postpone the bond redemption date from 22.01.2025, to 31.03.2025, and to extend the current interest period accordingly, also postponing the next interest payment date from 22.01.2025, to 31.03.2025. Additionally, they agreed that the non-redemption of bonds on the original maturity date (22.01.2025) and the non-payment of interest on the originally scheduled date (22.01.2025) would not be considered a breach of conditions by PRFoods or an event triggering early extraordinary redemption. Furthermore, PRFoods was authorized to amend, sign, approve, and submit all necessary documents and instruments required to reflect the new bond redemption date (31.03.2025) and the new interest payment date (31.03.2025).
The resolution was supported by bondholders whose bonds' total nominal value amounted to 6,895,600 euros, or approximately 72% of the nominal value of all voting bonds.
Secondly, the bondholders decided to amend the bond terms by introducing regulations regarding the written voting procedure and modifying the relevant provisions to incorporate the new process. As a result, a revised version of the bond terms reflecting these changes was approved and attached to this announcement.
The resolution was supported by bondholders whose bonds' total nominal value amounted to 6,845,100 euros, or approximately 71.9% of the nominal value of all voting bonds. One bondholder, whose bonds' nominal value accounted for approximately 0.5% of the nominal value of all voting bonds, voted against the resolution.
The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 2nd quarter and 6 months of the financial year 2024/2025 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 6-33 hereof and confirms to the best of its knowledge that:
Timo Pärn Member of the Management Board 28.02.2025
Kristjan Kotkas Member of the Management Board 28.02.2025
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