Quarterly Report • May 31, 2024
Quarterly Report
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Consolidated unaudited interim report 3
Consolidated Unaudited Interim Report 3rd quarter and 9 months of 2023/2024 (translation from the Estonian original)
rd quarter and 9 months of the 2023/2024 financial year
1
| Business name | AS PRFoods |
|---|---|
| Commercial registry code | 11560713 |
| Address | Kärsa, Suure-Rootsi, Saaremaa, Saare county, 94129, Estonia |
| Phone | +372 452 1470 |
| Website | prfoods.ee |
| Main activities | Production and sale of fish products |
| Reporting period | 1 January 2024 – 31 March 2024 |
| Auditor | KPMG Baltics OÜ |
| CORPORATE PROFILE 4 | ||
|---|---|---|
| MANAGEMENT REPORT 7 | ||
| OVERVIEW OF ECONOMIC ACTIVITIES 7 | ||
| MANAGEMENT AND SUPERVISORY BOARDS17 | ||
| SHARE AND SHAREHOLDERS19 | ||
| BOND AND BONDHOLDERS21 | ||
| CONDENSED INTERIM ACCOUNTING REPORT 23 | ||
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION24 | ||
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME25 | ||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY26 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS 27 | ||
| NOTES TO THE INTERIM REPORT 28 | ||
| NOTE 1. | SUMMARY OF MATERIAL ACCOUNTING POLICIES 28 | |
| NOTE 2. | CASH AND CASH EQUIVALENTS 29 | |
| NOTE 3. | RECEIVABLES AND PREPAYMENTS 29 | |
| NOTE 4. | INVENTORIES 29 | |
| NOTE 5. | INTEREST-BEARING LIABILITIES 30 | |
| NOTE 6. | PAYABLES AND PREPAYMENTS 31 | |
| NOTE 7. | EQUITY 31 | |
| NOTE 8. | RELATED PARTY TRANSACTIONS 32 | |
| NOTE 9. | ASSOCIATE COMPANIES 33 | |
| NOTE 10. SUBSIDIARIES 33 | ||
| NOTE 11. SEGMENT REPORTING 33 | ||
| NOTE 12. EVENTS AFTER THE BALANCE SHEET DATE 35 | ||
| MANAGEMENT BOARD'S CONFIRMATION TO THE INTERIM REPORT 36 |
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.
On 30.11.2023 AS PRFoods subsidiary Saaremere Kala AS signed an agreement for the sale of its 51% stake in Redstorm OÜ to Saare Fishexport OÜ. The transaction has been completed. During the same transaction, the construction permit issued by the Consumer Protection and Technical Regulatory Authority on 19.09.2003 was also transferred to OÜ Energy Port, which has been 100% owned by OÜ Saare Fishexport since 28.11.2003.
Saare Kala Tootmine OÜ, a 100% subsidiary of Saaremere Kala AS, has signed a long-term cooperation agreement with Redstorm OÜ, for the resale and processing of fish grown by the latter, to ensure the supply of local fish to Saare Kala Tootmine.
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 manufacturing and sale of fish products. The main products are salmon and rainbow trout products. The raw fish is purchased mainly 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 valueadded 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, that 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.


1) 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", "Saare Kala" and "John Ross Aberdeen".
PRFoods continues to operate as an Estonian-British group, having two productions facilities in Estonia and United Kingdom respectively.
The third quarter of the current financial year has proven to be predictably challenging due to the prevailing economic situation, business climate, and the decline in customer purchasing power. High inflation and consumer behavior are affecting all food producers, and we can observe a moderate decrease in demand in terms of quantity in the sales markets of both Estonian and British manufacturing companies. Additionally, it is evident that retail prices for fish products have either decreased or stabilized. The UK has managed to maintain its market positions, and the Estonian production unit has increased revenue in Finland. Manufacturing companies have also done a good job expanding into new export markets and have actively worked on maintaining the existing client portfolio and increasing volumes and sales units.
The group is still in a phase of changes, which has also brought about changes in company management. The company's operations have been significantly streamlined, and cost efficiency is at a high level. Naturally, this is a challenging period for the entire group, as it is for all companies in the food sector. However, with a strategic plan and strong teams on both continents, we are able to secure our market positions and improve efficiency indicators.
In the third quarter:
The new management board is addressing the situation, challenges, and necessary changes within the group. Meanwhile, the group continues with the implementation of its strategy.
The group continues to implement its strategy:
The group's third-quarter sales revenue totaled 3.77 million euros, an increase of 3% compared to the same period last year (3Q 2022/2023: 3.7 million euros). The group's nine-month sales revenue was 12.63 million euros, a decrease of 19.2% compared to the same period last year.
| EUR '000 | 3Q 2023/2024 | 9m 23/24 |
|---|---|---|
| HoReCa | 0.51 | 2.10 |
| Retail chains | 1.48 | 6.08 |
| Wholesale | 1.64 | 4.00 |
| Other | 0.14 | 0.45 |
| Total | 3.77 | 12.63 |
| EUR '000 | 3Q 2023/2024 | 3Q 2022/2023 | 9m 23/24 | 9m 22/23 |
|---|---|---|---|---|
| Great Britain | 2.59 | 2.88 | 9.52 | 10.09 |
| Estonia | 1.18 | 0.79 | 3.11 | 5.50 |
| Total | 3.77 | 3.68 | 12.63 | 15.59 |
The group has two significant brands: "Saare Kala" and "John Ross Jr Aberdeen."
The brand with the largest share of the group's revenue is John Ross Jr Aberdeen, whose third-quarter sales revenue accounted for approximately 67% of the group's total revenue (3Q 2022/2023: 78%). The third-quarter sales revenue of John Ross Jr Aberdeen was 2.6 million euros, a decrease of 10% compared to the same period last year. For the nine-month period, the sales of John Ross Jr Aberdeen products constitute 75% of the group's total sales revenue (9m 22/23: 65%), accounting to 9.5 million euros (9m 22/23: 10.1 million euros), a decrease of 6% compared to the same period last year.
The group's Saare Kala brand had third-quarter sales revenue of 1.2 million euros, an increase of 49% compared to the same period last year. The growth in Saare Kala's sales revenue is related to the opening of the export market to Finland. For the ninemonth period, the sales revenue of the Saare Kala brand was 3.1 million euros (9m 22/23: 5.5 million euros), a decrease of 43% compared to the same period last year.
The third-quarter gross profit was 0.5 million euros (3Q 2022/2023: 1.1 million euros), a decrease of 55% compared to the same period last year. The decline in gross profit is due to the reduction in the purchasing power of customers in the region and the decrease in market sales prices as a result. The gross profit margin for this quarter fell by 14.3 percentage points compared to the same period last year, standing at 14.4%.
The group's nine-month gross profit was 2.6 million euros (9m 22/23: 3.2 million euros), a decrease of 19% compared to the same period last year. The nine-month gross profit margin was 20%, a decrease of 1 percentage point compared to the same period last year (9m 22/23: 21%).
The group's sales, distribution, and administrative expenses in the third quarter were 1.03 million euros, a decrease of 25% compared to the same period last year (3Q 2022/2023: 1.36 million euros). The reduction in expenses is associated with general cost savings and increased efficiency.
The group's nine-month sales, distribution, and administrative expenses were 3.53 million euros, a decrease of 8% compared to the same period last year (9m 22/23: 3.86 million euros).
The group's third-quarter EBITDA from operations was 0.4 million euros (3Q 2022/2023: 0.04 million euros). The operating loss for the third quarter was 0.5 million euros (3Q 2022/2023: -0.07 million euros). The third quarter ended with a net loss of 0.4 million euros (3Q 2022/2023: 0.1 million euros).
The group's nine-month EBITDA from operations was 0,05 million euros (9m 22/23: 0.2 million euros). The operating loss for the nine months was 0,9 million euros (9m 22/23: -0.68 million euros). The nine-month result for the group was a net loss of 2.1 million euros (9m 22/23: 0.8 million euros). Last year's nine-month results included a one-time profit of 1.98 million euros from the sale of shares in the former subsidiary Överumans Fisk AB. The result for the previous nine months, excluding this one-time transaction, was a loss of 1.18 million euros.
As of the end of the third quarter, the group's cash and cash equivalents balance was 0.48 million euros (0.39 million euros as of 30.06.2023).
At the end of the quarter, the group's inventories totaled 1.98 million euros, an increase of 0.12 million euros, or 6%, compared to the end of the previous financial year. The inventory level remained stable and is optimal given the current business volumes.
As of 31.03.2024, the group's equity was 5.8 million euros, a decrease of 2.5 million euros compared to the end of the previous financial year (30.06.2023: 8.3 million euros). The decrease in equity is due to the group's loss-making results in the current financial year.
At the end of the third quarter, the group's net debt was 13.6 million euros, representing a decrease in liabilities of 3.1 million euros compared to the end of the previous financial year (30.06.2023: 16.7 million euros). The reduction in net debt is primarily due to the partial repurchase of AS PRFoods secured bonds with a total nominal value of 1.42 million euros and the reduction of the group's liabilities by 1.5 million euros related to the sale of the subsidiary Redstorm OÜ. The management of the group is actively adressing the issue of the group's net debt. The net debt to equity ratio as of 31.03.2024 was 239% (30.06.2023: 201%). The group's liquidity ratio decreased from 1 to 0.4 by the end of the third quarter (31.03.2024 and 30.06.2023) due to reclassification of the bonds between non-current and current liabilities.
Sincerely,
Timo Pärn Member of the Management Board
Kristjan Kotkas Member of the Management Board
| mln EUR | 3Q 2023/2024 | 3Q 2022/2023 | Change, mln EUR |
Change, % | Impac t |
|---|---|---|---|---|---|
| Sales | 3,8 | 3,7 | 0,1 | 2,7% | ▲ |
| Gross profit | 0,5 | 1,1 | -0,6 | -54,5% | ▼ |
| EBITDA from operations* | 0,4 | 0,04 | 0,36 | 900% | ▲ |
| EBITDA | 0,4 | 0,2 | 0,2 | 100% | |
| Depreciation and amortisation | -0,25 | -0,28 | 0,03 | 10,7% | ▲ |
| Operating profit (loss) | -0,5 | -0,07 | -0,43 | -614.29% | ▼ |
| Financial income/expense | -0,24 | 0,17 | -0,41 | -241.18% | ▼ |
| Net profit (loss) | -0,7 | 0,1 | -0,8 | -800% | ▼ |
* before one-offs and fair value adjustment of bioassets

| mln EUR | 9m 2023/2024 | 9m 2022/2023 | Change, mln EUR |
Change, % | Impact |
|---|---|---|---|---|---|
| Sales | 12,6 | 15,6 | -3 | -19,2% | ▼ |
| Gross profit | 2,6 | 3,2 | -0,6 | -18,8% | ▼ |
| EBITDA from operations* | 0,0 | 0,2 | -0,2 | -100% | ▼ |
| EBITDA | 0,0 | 0,2 | -0,2 | -100% | ▼ |
| Depreciation and amortisation | -0,83 | -0,89 | 0,06 | 6,7% | ▲ |
| Operating profit (loss) | -0,9 | -0,68 | -0,22 | -32.4% | ▼ |
| Financial income/expense | -1,08 | 1,6 | -2,68 | -167,5% | ▼ |
| Net profit (loss) | -2,1 | 0,8 | 2,9 | -362,5% | ▼ |
* before one-offs and fair value adjustment of bioassets
| mln EUR unless indicated otherwise |
3Q 2023/2024 | 2022/2023 | 3Q 2022/2023 | 2021/2022 |
|---|---|---|---|---|
| Sales | 3,8 | 19,6 | 3,7 | 42,1 |
| Gross profit | 0,5 | 3,6 | 1,1 | 3,1 |
| EBITDA from operations | 0,4 | 0,3 | 0,0 | -1,7 |
| EBITDA | 0,4 | 0,3 | 0,2 | -2,1 |
| EBIT | -0,5 | -1,0 | -0,1 | -4,2 |
| EBT | -0,7 | 0,4 | 0,1 | -8,2 |
| Net profit (loss) | -0,7 | 0,3 | 0,1 | -8,2 |
| Gross margin | 14,4% | 18,3% | 28,7% | 7,4% |
| Operational EBITDA margin |
10% | 1,5% | 10% | -4,1% |
| EBITDA margin | 10% | 1,5% | 5,7% | -5,1% |
| EBIT margin | -12,1% | -5,0% | -1,9% | -9,9% |
| EBT margin | -18,5% | 2,0% | 2,7% | -19,5% |
| Net margin | -18,4% | 1,7% | 2,8% | -19,4% |
| Operating expense ratio | -27,2% | -24,0% | -37,1% | 17,1% |
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 |
31.03.2024 | 30.06.2023 | 31.03.2023 | 30.06.2022 |
|---|---|---|---|---|
| Net debt | 13,6 | 16,7 | 16,58 | 24,7 |
| Equity | 5,8 | 8,3 | 7,8 | 8,1 |
| Working capital | -8,5 | 0,0 | 0,8 | -3,2 |
| Assets | 24,3 | 30,2 | 29,8 | 38,9 |
| Liquidity ratio | 0,4x | 1,0x | 1,0x | 0,7x |
| Equity ratio | 24,0% | 27,4% | 26,0% | 20,7% |
| Gearing ratio | 70,0% | 66,9% | 68,1% | 75,4% |
| Debt to total assets | 0,8x | 0,7x | 0,8x | 0,8x |
| Net debt to operating EBITDA | 36,2x | 55,8x | 21,4x | -14,5x |
| ROE | -9,8% | 4,1% | 1,3% | -68,5% |
| ROA | -2,5% | 1,0% | 0,3% | -17,3% |
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 31.03.2024 consolidated total assets of PRFoods stood at 24,3 million euros. As at 30.06.2023 the balance sheet totalled 30,2 million euros.
The Group`s current assets stood at 4,6 million euros as at 31.03.2024 (30.06.2023: 5,1 million euros). Non-current assets totalled 19,8 million euros (30.06.2023: 25,1 million euros).
Current liabilities totalled 13,1 million euros as at 31.03.2024 (30.06.2023: 5,1 million euros). Non-current liabilities totalled 5,4 million euros (30.06.2023: 16,8 million euros). Equity of PRFoods was 5,8 million euros (30.06.2023: 8,3 million euros).

The main products of the Group are salmon and rainbow trout goods. The Group is mainly known as a seller of smoked fish products in the UK and a seller of raw fish in Estonia as well as the biggest supplier of caviar to Estonian stores.
The Group's revenue during the first 9 months of the financial year 2023/2024 was 12,6 million euros, less by 3 million euros compared to the same period of the previous financial year, when the sales amounted to 15,6 million euros.

Consolidated unaudited interim report 3 rd quarter and 9 months of the 2023/2024 financial year
| mln EUR | 9m 23/24 | Share, % | 9m 22/23 | Share, % | Change, mln EUR |
Change, % |
Imp. |
|---|---|---|---|---|---|---|---|
| United Kingdom | 9,5 | 75,4% | 10,1 | 64,7% | -0,6 | -5,9% | ▼ |
| Estonia | 3,1 | 24,6% | 5,4 | 34,6% | -2,3 | -42,6% | ▼ |
| Other | 0 | 0 | 0,1 | 0,7% | -0,1 | -100% | ▼ |
| Total | 12,6 | 100% | 15,6 | 100,0% | -3,0 | -19,23% | ▼ |
The United Kingdom with sales revenue of 9,5 million euros and 75,4% of total sales is the largest market of the Group. Estonian market totalled 3,1 million euros. i.e. 24,6% of the total.
| 9m 23/24 | 9m 22/23 | Change | 9m 23/24 | 9m 22/23 | Change | |||
|---|---|---|---|---|---|---|---|---|
| mln EUR | mln EUR | mln EUR | Impact | as % of sales |
as % of sales |
%-point | Impact | |
| Sales | 12,6 | 15,6 | -3,0 | ▼ | 100,00% | 100,00% | ||
| Cost of goods sold | -9,99 | -12,4 | 2,41 | ▲ | 79,3% | 79,49% | -0,19 | ▲ |
| materials in production & cost of goods purchased for resale |
-7,05 | -8,5 | 1,45 | ▲ | 56,0% | 54,49% | 1,51 | ▼ |
| labour costs | -1,73 | -1,9 | 0,17 | ▲ | 13,7% | 12,18% | 1,52 | ▼ |
| Depreciation | -0,57 | -0,8 | 0,23 | ▲ | 4,5% | 5,13% | -0,63 | ▲ |
| other cost of goods sold | -0,64 | -1,2 | 0,56 | ▲ | 5,1% | 7,69% | -2,59 | ▲ |
| Operating expenses | -3,54 | -3,86 | 0,32 | ▲ | 28,1% | 24,74% | 3.36 | ▼ |
| labour costs | -1,30 | -1,22 | -0,08 | ▼ | 10.32% | 7,82% | 2,5 | ▼ |
| transport & logistics services | -0,78 | -0,68 | -0,1 | ▼ | 6,2% | 4,36% | 1,84 | ▼ |
| Depreciation | -0,27 | -0,14 | -0,13 | ▼ | 2,1% | 0,90% | 1,2 | ▼ |
| advertising. marketing and product development |
-0,09 | -0,12 | 0,03 | ▲ | 0,71% | 0,77% | -0,06 | ▲ |
| other operating expenses | -1,1 | -1,7 | 0,6 | ▲ | 8,7% | 10,9% | -2,2 | ▲ |
| Other income/expenses | -0,01 | 0 | -0,01 | ▼ | 0,0% | 0% | 0 | |
| Financial income / expense | -1,08 | 1,6 | -2,68 | ▼ | 8,6% | 10,26% | n/a | ▲ |
COGS was 9,99 million euros and it accounted for 79,3% of the total sales of the first 9 months of the 2023/2024 financial year, (9m 2022/2023: 12,4 million euros, 79,49% of sales).
Purchase cost of raw fish continues to account for the majority (ca 80%) of the largest COGS item "materials in production and cost of goods purchase for resale" that amounted to 7,05 million euros (9m 2022/2023: 8,5 million euros).
Labour cost of personnel employed in production totalled 1,73 million euros and formed 13,7% of total sales (9m 2022/2023: 1,9 million euros, 12,8% of sales).
Other cost of goods sold amounted to 0,64 million euros and formed 5,1% of total sales (9m 2022/2023: 1,2 million euros, 7,69% of sales). The cost item includes costs on heating. electricity. rent and utilities.
Operating expenses amounted to 3,54 million euros and accounted for 28,1% of the total sales (9m 2022/2023: 3,86 million euros, 24,74% of sales).

The fish production industry is extremely dependent on availability and the price of raw fish. Large producers make their production plans for three years in advance as it is difficult and expensive in shorter perspective to adapt a fish farm's production cycle to market needs. Therefore, the world market fish supply is relatively rigid in the short-term, while demand is somewhat shifting depending on the season. This imbalance in fish supply and demand results in constantly fluctuating price of raw fish. Moreover, the far-reaching change in supply chains during the past month in connection with the spread of the virus has increased the amplitude and unpredictability of prices. The Group counters the impact of external environment and volatility of fish price through the changes of the Group's production and sales strategy.
| EUR/kg | 31.03.2024 | 31.03.2023 | 31.03.24 vs 31.03.23 |
31.03.2022 | 31.03.24 vs 31.03.22 |
31.03.2021 | 31.03.24 vs 31.03.21 |
|---|---|---|---|---|---|---|---|
| Salmon | 10.9 | 9,83 | 10.89% | 9,20 | 18.48% | 6.81 | 60.06% |
| Rainbow trout | 7,56 | 9,94 | -23.94% | 7,90 | -4.31% | 6,00 | 26,00% |
As at the end of the reporting period the price of salmon has increased by 10,89% and the price of rainbow trout has decreased by 23,94% compared to the prices a year ago. Over the two-year period the price of salmon has increased by 18,48% and the trout decreased by 4,31%. The price of salmon has increased by 60,06% and of rainbow trout by 26% compared to the prices three years ago.
The graphs below illustrate weekly average prices of salmon and rainbow trout since the financial year 2018/2019.

27 29 31 33 35 37 39 41 43 45 47 49 51 1 3 5 7 9 11 13 15 17 19 21 23 25 WEEK: Source: Nasdaq Salmon price

| EUR/kg | 9m 2023/2024 |
9m 2022/2023 |
2022/2023 vs 2021/2022 |
9m 2021/2022 |
2022/2023 vs 2020/2021 |
9m 2020/2021 |
2022/2023 vs 2019/2020 |
|---|---|---|---|---|---|---|---|
| Salmon | 7,32 | 7,46 | -1,9% | 6,29 | 16,4% | 4,49 | 63,03% |
| Rainbow trout | 6,96 | 8,32 | -16,4% | 6,13 | 13,5% | 4,47 | 55,70% |
As at the end of the reporting period the average market prices of salmon and rainbow trout have decreased by 1,9% and 16,4%, respectively compared to the prices of the same period in the previous financial year. Compared to the average prices of a comparable period two years ago, the average prices of salmon and trout have increased by 16,4% and 13,5%, respectively. The average fish prices have increased compared to the prices three years ago: salmon by 63,03% and rainbow trout by 55,7%.
The Management Board of AS PRFoods has three members as per the supervisory board's decision: Indrek Kasela (until 31.03.2024), Kristjan Kotkas and Timo Pärn (until 07.12.2026). 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.
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 PRFood 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.
Indrek Kasela (born 1971), holds LL.M (Master of Laws) degree from the New York University (1996), BA degree in law from the University of Tartu (1994). In addition to the management board member position of AS PRFoods, Mr Kasela serves as a member of management board in almost all the Group entities and also in non-Group entities (such as Lindermann, Birnbaum & Kasela OÜ, ManageTrade OÜ ja NBLJK OÜ, etc). He serves as a supervisory board member of AS Toode, ELKE Grupi AS, EPhaG AS, Salva Kindlustuse AS, Ridge Capital AS, AS Ekspress Grupp, Elering AS, SA Avatud Eesti Fond, Tulundusühistu Tuleva, Eesti Avamere Vesiviljelejate Ühistu. Furthermore, he is involved in companies and NPOs, incl. domiciled abroad.
The Supervisory Board of AS PRFoods is currently comprised of six members. The board is chaired by Lauri Kustaa Äimä, members of the supervisory board are Aavo Kokk, Arko Kadajane, Harvey Sawikin, Vesa Jaakko Karo and Kuldar Leis.
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.
PRFOODS' SHARES HELD BY THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS AND THE PERSONS/COMPANIES RELATED TO THEM AS AT 31.03.2024:
| Shareholder | Number of shares | Ownership interest |
|---|---|---|
| Member of the management board (until 31.03.2024) – Indrek Kasela | 1 613 617 | 4,17% |
| Member of the management board – Kristjan Kotkas | 0 | 0 |
| Member of the management board – Timo Pärn | 0 | 0 |
| Member of the supervisory board – Kuldar Leis | 1 126 056 | 2,92% |
| 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 | 0 |
| Member of the supervisory board – Aavo Kokk | 0 | 0 |
| Total number of shares owned by the members of the supervisory and management boards |
2 963 601 | 7,66% |
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 6,64% and PRFoods share price decreased by 44,76%.
| Index / Share | Ticker / index | 31.03.2024 | 31.03.2023 | Change | |
|---|---|---|---|---|---|
| ● | PRFoods share | PRF1T | 0,137 | 0,248 | -44.76% |
| ● | OMX Tallinn GI | OMXTGI | 1743.11 | 1867.10 | -6.64% |
| Price (EUR) | 1Q 2024 |
4Q 2023 |
3Q 2023 |
2Q 2023 |
1Q 2023 |
4Q 2022 |
3Q 2022 |
2Q 2022 |
1Q 2022 |
|---|---|---|---|---|---|---|---|---|---|
| Open | 0,175 | 0,22 | 0,22 | 0,24 | 0,30 | 0.307 | 0,348 | 0,340 | 0,359 |
| High | 0,182 | 0,222 | 0,231 | 0,253 | 0,304 | 0,318 | 0,350 | 0,370 | 0,435 |
| Low | 0,13 | 0,176 | 0,205 | 0,217 | 0,235 | 0,280 | 0,301 | 0,340 | 0,300 |
| Last | 0,137 | 0,179 | 0,222 | 0,224 | 0,248 | 0,290 | 0,31 | 0,348 | 0,349 |
| Traded volume. mln | 0,42 | 0,22 | 0,44 | 0,21 | 0,49 | 0,12 | 0,14 | 0,11 | 0,52 |
| Number of trades | 1 773 | 1 468 | 1 760 | 1 348 | 1 860 | 1172 | 1065 | 1077 | 1994 |
| Average trade volume | 234 | 148 | 248 | 156 | 261 | 102 | 129 | 98 | 263 |
| Turnover. mln | 0,07 | 0,04 | 0,09 | 0,05 | 0,13 | 0,03 | 0,05 | 0,04 | 0,19 |
| Market capitalization. Mln |
5,30 | 6,92 | 8,59 | 8,66 | 9,59 | 11,22 | 11,99 | 13,46 | 13,50 |
A total of 1 773 trades were conducted with PRFoods' shares during the first quarter of 2024. A total of 415 991 shares changed hands forming 1,1% of the company's shares. The average trade volume was 234 shares.
Turnover of share trading amounted to 0,07 million euros in 1Q 2024 and the highest share price in 1Q 2024 was 0,182 euros and the lowest was 0,13 euros.
The closing price of the share was 0,137 euro as at 31.03.2024 and the company's market capitalisation was 5,3 million euros.
| Ratios | Formula | 31.03.2024 |
|---|---|---|
| EV/Sales | (Market Cap + Net Debt) / Sales | 1,50 |
| EV/EBITDA from operations | (Market Cap + Net Debt) / EBITDA from operations |
Neg |
| EV/EBITDA | (Market Cap + Net Debt) / EBITDA | Neg |
| Price/EBITDA from operations | Market Cap / EBITDA from operations |
Neg |
| Price/EBITDA | Market Cap / EBITDA | Neg |
| Price-to-Earnings | Market Cap / Net Profit | Neg |
| Price-to-Book | Market Cap / Equity | 0,9 |
Market capitalisation (market cap), net debt and equity as at 31.03.2024; sales, EBITDA and net profit/loss for the trailing 12 months
PRFoods issued in the 2019/2020 financial year a total of 90 096 bonds in a private placement and 9,904 bonds in a public offering, with nominal value of 100 euros per bond, the interest rate of 6,25% p.a., and with maturity on 22.01.2025. According the terms of the bonds, the interest on the bonds is paid semi-annually (July and January). At the end of bond subscription period, PRFoods owned 4 926 bonds.
Following the completion of the public offering of the bonds, the bonds were listed on Tallinn Stock Exchange. Trading on Nasdaq Tallinn bond list started on 6 April 2020.
As of 31.03.2024, 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 1,42 euros from individuals who submitted buyback offers, which represents approximately 13% of the total nominal value of all issued bonds.
As of 31.03.2024 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 31.03.2024 |
% of total 31.03.2024 |
Value of bonds 30.06.2023 |
% of total 30.06.2023 |
Change | |
|---|---|---|---|---|---|
| Swedbank Pensionifond K60 | 3 349 000 | 25,0% | 3 940 000 | 29,5% | -591 000 |
| ING Luxembourg S.A. AIF esindajakonto | 2 920 000 | 21.8% | 3 070 000 | 23,0% | -150 000 |
| Swedbank Pensionifond K30 | 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 | 684 600 | 5,1% | 671 500 | 5% | 13 100 |
| Spring Capital Growth Fund 1 | 428 700 | 3,2% | 504 300 | 3,8% | -75 600 |
| AS SEB Bankas | 304 400 | 2,3% | 479 900 | 3,6% | -175 500 |
| Total biggest Bondholders | 9 004 200 | 67,3% | 10 215 700 | 75,0% | -1 211 500 |
| Remaining Bondholders | 2 888 800 | 21,6% | 3 100 800 | 24,6% | -212 000 |
| Bonds owned by PRFoods | 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 | 263 | 54,3% | 108 300 | 0,8% |
| 1 001 … 10 000 | 140 | 30% | 580 300 | 4,3% |
| 10 001 … 50 000 | 65 | 13,4% | 1 405 100 | 10,5% |
| 50 001 … 100 000 | 6 | 1,2% | 435 700 | 3,3% |
| 100 001 … | 10 | 2,1% | 10 840 600 | 81,1% |
| Total | 484 | 100,0% | 13 370 000 | 100,0% |
| EUR '000 | Note | 31.03.2024 | 31.03.2023 | 30.06.2023 |
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | 2 | 476 | 457 | 394 |
| Receivables and prepayments | 3 | 2 136 | 3 093 | 2 118 |
| Inventories | 4 | 1 976 | 1 785 | 1 861 |
| Biological assets | 0 | 0 | 772 | |
| Total current assets | 4 588 | 5 336 | 5 145 | |
| Long-term financial investments | 372 | 304 | 381 | |
| Tangible assets | 10 | 4 307 | 6 766 | 6 563 |
| Intangible assets | 10 | 15 078 | 17 401 | 18 157 |
| Total non-current assets | 19 757 | 24 471 | 25 101 | |
| TOTAL ASSETS | 24 345 | 29 806 | 30 246 | |
| EQUITY AND LIABILITIES | ||||
| Interest-bearing liabilities | 5 | 10 327 | 1 450 | 2 111 |
| Payables and prepayments | 6 | 2 754 | 3 055 | 3 035 |
| Total current liabilities | 13 081 | 4 505 | 5 146 | |
| Interest-bearing liabilities | 5 | 3 740 | 15 585 | 15 024 |
| Deferred tax liabilities | 1 445 | 1 645 | 1 466 | |
| Government grants | 245 | 321 | 318 | |
| Total non-current liabilities | 5 430 | 17 551 | 16 807 | |
| TOTAL LIABILITIES | 18 511 | 22 056 | 21 953 | |
| Share capital | 7 737 | 7 737 | 7 737 | |
| Share premium | 14 007 | 14 007 | 14 007 | |
| Treasury shares | -390 | -390 | -390 | |
| Statutory capital reserve | 51 | 51 | 51 | |
| Currency translation differences | 508 | 261 | 608 | |
| Retained profit (loss) | -16 079 | -14 162 | -13 981 | |
| Equity attributable to parent | 5 834 | 7 504 | 8 032 | |
| Non-controlling interest | 0 | 246 | 259 | |
| TOTAL EQUITY | 7 | 5 833 | 7 750 | 8 292 |
| TOTAL EQUITY AND LIABILITIES | 24 345 | 29 806 | 30 246 |
| EUR '000 | Note | 3Q 2023/2024 |
3Q 2022/2023 |
9m 2023/2024 |
9m 2022/2023 |
|---|---|---|---|---|---|
| Revenue | 11 | 3 768 | 3 675 | 12 625 | 15 585 |
| Cost of goods sold | -3 226 | -2 619 | -9 985 | -12 404 | |
| Gross profit | 542 | 1 056 | 2 639 | 3 181 | |
| Operating expenses | 11 | -1 025 | -1 362 | -3 534 | -3 855 |
| Selling and distribution expenses | -598 | -621 | -1 946 | -1 935 | |
| Administrative expenses | -426 | -741 | -1 587 | -1 920 | |
| Other income / expense | 11 | 26 | 66 | 6 | -2 |
| Fair value adjustment on biological assets | 11 | 0 | 170 | 0 | 0 |
| Operating profit (loss) | -456 | -71 | -888 | -677 | |
| Financial income / expenses | 11 | -240 | 171 | -1 082 | 1 619 |
| Profit (Loss) before tax | -695 | 101 | -1 970 | 942 | |
| Income tax | 11 | 2 | 2 | -109 | -106 |
| Net profit (loss) for the period | -694 | 103 | -2 079 | 836 | |
| Net profit (loss) attributable to: | |||||
| Owners of the Parent Company | -694 | 153 | -2 075 | 821 | |
| Non-controlling interests | 0 | -51 | -4 | 15 | |
| Total net profit (loss) for the period | -694 | 102 | -2 080 | 836 | |
| Other comprehensive income (loss) that may | |||||
| subsequently be classified to profit or loss: Foreign currency translation differences |
138 | -133 | -101 | -578 | |
| Total comprehensive income (expense) | -556 | -31 | -2 181 | 258 | |
| Total comprehensive income (expense) attributable to: | |||||
| Owners of the Parent Company | -556 | 20 | -2 176 | 243 | |
| Non-controlling interests | 0 | -51 | -4 | 15 | |
| Total comprehensive income (expense) for the | -556 | -31 | -2 181 | 258 | |
| period | |||||
| Profit (Loss) per share (EUR) | 7 | -0,02 | 0,00 | -0,05 | 0,02 |
| Diluted profit (loss) per share (EUR) | 7 | -0,02 | 0,00 | -0,05 | 0,02 |
| 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 30.06.2022 |
7 737 | 14 007 | -390 | 51 | 839 | -14 391 | 7 853 | 199 | 8 052 |
| Net profit (loss) for the year |
0 | 0 | 0 | 0 | 0 | 821 | 821 | 14 | 835 |
| Other comprehensive income (expense) |
0 | 0 | 0 | 0 | -578 | 0 | -578 | 0 | -578 |
| Total comprehensive income (expense) for the period |
0 | 0 | 0 | 0 | -578 | 821 | 243 | 14 | 257 |
| Other movement | 0 | 0 | 0 | 0 | 0 | -592 | -592 | 33 | -559 |
| Balance at 31.03.2023 |
7 737 | 14 007 | -390 | 51 | 261 | -14 162 | 7 504 | 246 | 7 750 |
| 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 | - 2 075 | -2 075 | -4 | -2 080 |
| Other comprehensive income (expense) |
0 | 0 | 0 | 0 | -101 | 0 | -101 | 0 | -101 |
| Total comprehensive income (expense) for the period |
0 | 0 | 0 | 0 | -101 | -2 075 | -2 176 | -4 | -2 181 |
| Other movement | 0 | 0 | 0 | 0 | 0 | -23 | -23 | -256 | -279 |
| Balance at 31.03.2024 |
7 737 | 14 007 | -390 | 51 | 507 | -16 079 | 5 833 | 0 | 5 832 |
Additional information in Note 7.
| EUR '000 | Note | 9m 2023/2024 | 9m 2022/2023 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Net profit (loss) | -2 079 | 835 | |
| Adjustments: | |||
| Depreciation | 832 | 894 | |
| Profit from sale and write-offs of subsidiary | 10 | -1 921 | 0 |
| Other non-cash items | 721 | 0 | |
| Changes in receivables and prepayments | 1 972 | -1 470 | |
| Changes in inventories | -156 | 69 | |
| Changes in biological assets | 447 | -303 | |
| Changes in payables and prepayments | 1 206 | 1 381 | |
| Net cash inflow (outflow) from operating activities | 1 022 | 1 406 | |
| Cash flow from investing activities | |||
| Purchase of tangible and intangible fixed assets | -77 | -249 | |
| Government grants | 16 | 62 | |
| Acquisition of subsidiaries, net cash received | 10 | 1 713 | 6 310 |
| Interests received | 0 | 6 | |
| Net cash inflow (outflow) from investing activities | 1 652 | 6 129 | |
| Cash flow from financing activities | |||
| Change in overdraft | 0 | -4 544 | |
| Repayments of loans received | -1 884 | -943 | |
| Change in factoring liability | 0 | -98 | |
| Proceeds from borrowings | 228 | 279 | |
| Repayments of lease liabilities | -71 | -992 | |
| Interests paid | -852 | -1 176 | |
| Net cash inflow (outflow) from financing activities | -2 579 | -7 474 | |
| Net increase (decrease) in cash and cash equivalents | 95 | 547 | |
| Cash and cash equivalents at beginning of the period | 2 | 394 | 110 |
| Change in cash and cash equivalents | 95 | 547 | |
| Effect of sale of subsidiary | -13 | -201 | |
| Cash and cash equivalents at the end of the period | 2 | 476 | 456 |
AS PRFoods is a company incorporated in Estonia. The interim financial statements compiled as per 31.03.2024 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). The Group has a stake in associate company - Competence Center of Food and Fermentation Technologies AS. 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 2023 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 30.06.2023 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 30.06.2023 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 2023/2024 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 June 30, 2023. There have been no significant changes in the Group's risk management principles compared to the end of the previous fiscal year.
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Cash on hand | 2 | 1 |
| Bank accounts | 474 | 393 |
| Total cash and cash equivalents | 476 | 394 |
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Trade.receivables | 1 341 | 1 392 |
| Other.receivables | 537 | 423 |
| Prepaid.expenses | 210 | 260 |
| Prepaid.taxes | 48 | 43 |
| Total.receivables.and.prepayments | 2 136 | 2 118 |
Write-down on receivables was not recognised during the accounting period.
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Raw materials and materials | 572 | 575 |
| Work-in-progress | 665 | 417 |
| Finished goods | 528 | 532 |
| Goods purchased for sale | 211 | 336 |
| Total inventories | 1 976 | 1 860 |
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Interest-bearing liabilities at the beginning of the period | 17 135 | 24 819 |
| Loans received | 883 | 1 975 |
| Change in overdraft | 0 | -4 544 |
| Listed bonds | -1 339 | 113 |
| Lease liabilities | -20 | -28 |
| Change in factoring liabilities | -655 | -60 |
| Foreign currency translation differences | 0 | -8 |
| Repayments of interest-bearing liabilities | -531 | -2 219 |
| Reclassifications | 94 | -41 |
| Change in liabilities related to the sale of subsidiary | -1 500 | -2 872 |
| Interest-bearing liabilities at the end of the period | 14 067 | 17 135 |
| Interest liability at the beginning of the period | 594 | 596 |
| Interest accrued | 810 | 1 211 |
| Change in liabilities related to the sale of subsidiary | -54 | 0 |
| Interest paid | -852 | -1 213 |
| Interest liability at the end of the period | 498 | 594 |
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Lease liabilities | 30 | 100 |
| Listed bonds | 9 392 | |
| Investment loans | 267 | 1 090 |
| Other loan | 638 | 921 |
| Total short-term interest-bearing liabilities | 10 327 | 2 111 |
| Finance lease liabilities | 238 | 259 |
| Listed bonds | 2 342 | 13 073 |
| Investment loans | 1 160 | 1 692 |
| Total long-term interest-bearing liabilities | 3 740 | 15 024 |
| incl. payable within 1-5 years | 3 740 | 15 024 |
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.
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Trade payables | 1 219 | 1 389 |
| Payables to employees | 116 | 150 |
| Other short-term liabilities | 0 | 87 |
| Interest payables | 498 | 594 |
| Other payables | 360 | 398 |
| Tax liabilities | 561 | 417 |
| Total short-term payables and prepayments | 2 754 | 3 035 |
As at 31.03.2024 the Group had 38 682 860 shares (30.06.2023: 38 682 860), including 1 000 000 treasury shares (30.06.2023: 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 31.03.2024 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.
| 9m 2023/2024 | 9m 2022/2023 | |
|---|---|---|
| Net profit (loss) attributable to equity holders of the company. EUR '000 | -2 075 | 821 |
| Average number of shares. Thousand | 38 683 | 38 683 |
| Earnings (Loss) per share. EUR | -0,05 | 0,02 |
| Basic earnings (loss) per share. EUR | -0,05 | 0,02 |
| Diluted earnings (loss) per share. EUR | -0,05 | 0,02 |
The Company considers parties to be related when one party has control over the other party or has significant influence over the business decision of the other party.
Related parties include:
At the balance sheet date, there were no receivables from related parties. No write-downs on receivables from related parties have been recognised.
| Party | Creditor | Payables and prepayments | Payables as at 31.03.2024 |
Payables as at 30.06.2023 |
|---|---|---|---|---|
| EUR '000 | EUR '000 | |||
| Lindermann, Birnbaum & Kasela OÜ |
Shareholder AS PRFoods | Investment loan | 465 | 465 |
| Amber Trust II S.C.A. | Shareholder AS PRFoods | Investment loan | 150 | 0 |
| Amber Trust II S.C.A. | Shareholder AS PRFoods | Bond and interest of bond | 3 324 | 3 351 |
| Lindermann, Birnbaum & Kasela OÜ |
Shareholder AS PRFoods | Bond and interest of bond | 149 | 112 |
| Lindermann, Birnbaum & Kasela OÜ |
Shareholder AS PRFoods | Payable | 0 | 90 |
| Fodiator OÜ | Related party | Payable | 0 | 23 |
| Rebane Consulting | Related party | Payable | 0 | 3 |
| Total | 4 088 | 4 044 |
Since 2010 the Group holds 20% in AS Toidu- ja Fermentatsioonitehnoloogia Arenduskeskus (Competence Center of Food and Fermentation Technology).
| Subsidiary | Domicile | Ownership interest 31.12.2023 |
Ownership interest 30.06.2023 |
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% | 85% | Fish group holding company |
Saaremere Kala AS |
| John Ross Jr. (Aberdeen) Limited |
Scotland | 100% | 100% | Production and sale of fish products |
JRJ & PRF Limited |
| Coln Valley Smokery Limited |
Great Britain |
100% | 100% | Production and sale of fish products |
64% JRJ & PRF Limited 36% John Ross Jr. (Aberdeen) Limited |
| Redstorm OÜ 1) | Estonia | 0% | 51% | Fish farming | Saaremere Kala AS |
1 Ownership was sold in November 2023
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 reports monitored and analysed by the parent company's management. The management of the parent company monitors financial results both by business areas and geographical regions. For the Group's management, the most significant information for monitoring financial results and allocating resources is the reports broken down by geographical regions; therefore, this distribution serves as the basis for defining business segments. The Group's business segments are as follows:
The Estonian business segment encompasses the production of trout-based fish products (Saare Kala Tootmine OÜ).
The United Kingdom includes the production of salmon products in the factory located in Aberdeen. This business segment comprises the Group's companies John Ross Jr (Aberdeen) Ltd and Coln Valley Smokery Ltd.
The Group segment is presented separately and does not constitute a separate business area. It includes the Group's parent company AS Prfoods and the holding company of the Group's fish companies, Saaremere Kala AS. Central activities mainly involve activities supporting the Group's financial operations.
| 3Q 2023/2024 | 9 months 2023/2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| EUR '000 | Estonia | UK | Group | Total | Estonia | UK | Group | Total |
| Revenue | 1 182 | 2 586 | 0 | 3 768 | 3 105 | 9 520 | 0 | 12 625 |
| Cost of goods sold | -1 214 | -2 012 | 0 | -3 226 | -3 229 | -6 756 | 0 | -9 985 |
| Gross profit | -32 | 574 | 0 | 542 | -124 | 2 763 | 0 | 2 639 |
| Operating expenses | -253 | -648 | -124 | -1 025 | -831 | -2 130 | -573 | -3 534 |
| Selling and distribution expenses | -178 | -420 | 0 | -598 | -513 | -1 433 | 0 | -1 946 |
| Administrative expenses | -75 | -227 | -124 | -426 | -318 | -696 | -573 | -1 587 |
| Other income / expense | 0 | 0 | 26 | 26 | -1 | 0 | 7 | 6 |
| Operating profit (loss) | -285 | -73 | -98 | -456 | -956 | 634 | -566 | -888 |
| Financial income / expenses | -20 | -22 | -197 | -239 | -78 | -121 | -883 | -1 082 |
| Profit (Loss) before tax | -305 | -95 | -295 | -695 | -1 034 | 513 | -1 449 | -1 970 |
| Income tax | 0 | 2 | 0 | 2 | 0 | -109 | 0 | -109 |
| Net profit (loss) for the period | -305 | -94 | -295 | -694 | -1 034 | 404 | -1 449 | -2 079 |
| 3Q 2022/2023 | 9 months 2022/2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| EUR '000 | Estonia | UK | Group | Total | Estonia | UK | Group | Total |
| Revenue | 792 | 2 883 | 0 | 3 675 | 5 339 | 10 090 | 156 | 15 585 |
| Cost of goods sold | -776 | -1 843 | 0 | -2 619 | -5 032 | -7 197 | -175 | -12 404 |
| Gross profit | 16 | 1 040 | 0 | 1 056 | 307 | 2 893 | -19 | 3 181 |
| Operating expenses | -282 | -969 | -111 | -1 362 | -900 | -2 220 | -735 | -3 855 |
| Selling and distribution expenses | -173 | -448 | 0 | -621 | -535 | -1 398 | -2 | -1 935 |
| Administrative expenses | -109 | -521 | -111 | -741 | -365 | -822 | -733 | -1 920 |
| Other income / expense | 56 | 0 | 10 | 66 | 89 | 0 | -91 | -2 |
| Fair value adjustment on biological assets |
170 | 0 | 0 | 170 | 0 | 0 | 0 | 0 |
| Operating profit (loss) | -41 | 71 | -101 | -71 | -505 | 673 | -845 | -677 |
| Financial income / expenses | -25 | -86 | 282 | 171 | -49 | -176 | 1 844 | 1 619 |
| Profit (Loss) before tax | -65 | -15 | 181 | 101 | -554 | 497 | 999 | 942 |
| Income tax | 0 | 2 | 0 | 2 | 0 | -106 | 0 | -106 |
| Net profit (loss) for the period | -65 | -13 | 181 | 103 | -554 | 391 | 999 | 836 |
| Revenue | 3Q 2023/2024 | 9 months 2023/2024 |
|---|---|---|
| HoReCa | 514 | 2 096 |
| Distributor | 1 478 | 6 079 |
| Wholesaler | 1 637 | 3 997 |
| Other | 141 | 453 |
| Total | 3 769 | 12 625 |
| EUR '000 | 3Q 2023/2024 | 3Q 2022/2023 | 9m 23/24 | 9m 22/23 |
|---|---|---|---|---|
| Great Britain | 2 586 | 2 883 | 9 520 | 10 090 |
| Estonia | 1 182 | 792 | 3 105 | 5 495 |
| Total | 3 768 | 3 675 | 12 625 | 15 585 |
| EUR '000 | 31.03.2024 | 30.06.2023 |
|---|---|---|
| Great Britain | 16 313 | 16 491 |
| Estonia | 177 | 4 870 |
| Group | 2 895 | 3 359 |
| Total | 19 385 | 24 720 |
The company's advisory board approved the new members of the audit committee. The PRFoods AS audit committee will continue with three members: member of the advisory board Aavo Kokk (chairman of the audit committee), Margus Oleks and Markus Mustakallio.
The resignation of Indrek Kasela from the position of CEO of PRFoods AS and from the boards of subsidiaries Saaremere Kala AS and Saare Kala Tootmine AS has also been completed. The management board of PRFoods AS will continue with two members: Kristjan Kotkas and Timo Pärn. Timo Pärn was elected as the sole member of the management board of Saaremere Kala AS and will also continue as the head of Saare Kala Tootmine OÜ.
The Management Board confirms the correctness and completeness of the consolidated condensed interim report for the 3 rd quarter and 9 months of the financial year 2023/2024 of AS PRFoods and its subsidiaries (together the Group) presented in the pages 6-35 hereof and confirms to the best of its knowledge that:
Timo Pärn Member of the Management Board May 31, 2024
Kristjan Kotkas Member of the Management Board May 31, 2024
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