TIDMBMK

RNS Number : 0030I

Benchmark Holdings PLC

30 November 2022

30 November 2022

Benchmark Holdings plc

("Benchmark", the "Company" or the "Group")

Q4 Results

(3 months ended 30 September 2022)

Strong end to FY22 continuing track record of consistent delivery

In compliance with the terms of the Company's unsecured green bond which requires it to publish quarterly financial information, Benchmark, the aquaculture biotechnology business, announces its unaudited results for the 3 months ended 30 September 2022 (the "period") . All Q4FY22 and Q4FY21 figures quoted in this announcement are based on unaudited accounts.

This morning the Company published its full year audited results for the 12 months ended 30 September 2022

which can be found on   https://www.benchmarkplc.com/investors . 

Highlights - strong end to the year

-- Revenues GBP42.8m, 15% ahead of the prior year (+6% CER) with growth across all business areas:

o Genetics - revenues 15% above Q4 2021 (+11% CER) driven by higher sales of salmon eggs

o Advanced Nutrition - revenues 10% above the prior year (-6% CER) driven by commercial focus and continued innovation

o Health - revenues +31% above Q4 2021 (+31% CER) driven by increased sales of Ectosan (â) Vet and CleanTreat (â)

-- Adjusted EBITDA of GBP8.8m, 23% ahead of last year driven by higher sales, operational efficiencies and continued financial discipline

   --      Adjusted EBITDA excluding fair value movements from biological assets 57% ahead 
   --      Refinancing of NOK850m secured bond through the issue of a NOK750m unsecured green bond 
   --      Post period end, refinancing of $15m RCF with a GBP20m RCF expiring in June 2025 

-- Cash of GBP35.1m and Liquidity of c GBP51.1m (cash and available facility) as at 29th November 2022

 
  GBPm                            Q4 FY22    Q4 FY21    % AER    % CER(**)     FY22     FY21 
                                                                               (full 
                                                                               year) 
 Revenue                           42.8       37.3      15%         6%        158.3    125.1 
                                ---------  ---------  -------  -----------  --------  ------- 
 Adjusted 
                                ---------  ---------  -------  -----------  --------  ------- 
 Adjusted EBITDA(1)                8.8        7.1       23%        15%        31.2      19.4 
                                ---------  ---------  -------  -----------  --------  ------- 
 Adj. EBITDA excluding 
  biological asset movements       9.6        6.1       57%        48%        29.6      16.1 
                                ---------  ---------  -------  -----------  --------  ------- 
 Adjusted Operating Profit(2)      3.5        3.5        0%        -9%         9.1      10.8 
                                ---------  ---------  -------  -----------  --------  ------- 
 Statutory 
                                ---------  ---------  -------  -----------  --------  ------- 
 Operating (loss)/profit          (1.7)       0.5      -460%      -524%       (7.9)    (5.4) 
                                ---------  ---------  -------  -----------  --------  ------- 
 Loss before tax                  (6.8)      (3.2)     -109%      -127%      (23.2)    (9.2) 
                                ---------  ---------  -------  -----------  --------  ------- 
 Loss for the Period              (8.9)      (5.7)      -56%       -58%      (30.5)    (11.6) 
                                ---------  ---------  -------  -----------  --------  ------- 
 Basic loss per share 
  (p)                             (1.36)     (0.91)                          (4.60)    (1.93) 
                                ---------  ---------  -------  -----------  --------  ------- 
 Net debt(3)                      (73.7)     (80.9)                          (73.7)    (80.9) 
                                ---------  ---------  -------  -----------  --------  ------- 
 Net debt excluding lease 
  liabilities                     (47.5)     (56.9)                          (47.5)    (56.9) 
                                ---------  ---------  -------  -----------  --------  ------- 
 

** Constant exchange rate (CER) figures derived by retranslating current year figures using previous year's foreign exchange rates

(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and amortisation and impairment), before exceptional items including acquisition related expenditure.

(2) Adjusted Operating Profit is operating loss before exceptional items including acquisition related items and amortisation of intangible assets excluding development costs

(3) Net debt is cash and cash equivalents less loans and borrowings

Business Area Summary

 
  GBPm                                                      Q4 FY22    Q4 FY21    % AER    % CER(**)     FY22     FY21 
                                                                                                         (full 
                                                                                                         year) 
 Revenue 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Advanced Nutrition                                          18.9       17.1      10%        -6%        80.3     70.5 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Genetics                                                    18.3       15.9      15%        11%        58.0     46.8 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Health                                                      5.6        4.3       31%        31%        20.1      7.8 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Adjusted EBITDA(1) 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Advanced Nutrition                                          4.7        3.6       29%         8%        19.0     13.8 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Genetics                                                    5.5        3.3       65%        72%        16.0     11.5 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 
   *    Net of fair value movements in biological assets     6.3        2.3       173%       183%       14.4      8.2 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 Health                                                      0.6        1.1       -43%       -45%        0.1     (2.7) 
                                                          ---------  ---------  -------  -----------  --------  ------ 
 

** Constant exchange rate (CER) figures derived by retranslating current year figures using previous year's foreign exchange rates

(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and amortisation and impairment), before exceptional items including acquisition related expenditure.

Operational highlights

   --      Opening of new salmon egg incubation centre in Iceland 
   --      Salmon egg capacity in Norway and Iceland sold out 
   --      Progress in commercialisation of SPR shrimp - client wins in Indonesia and Vietnam 

-- Continued positive commercial momentum in Advanced Nutrition and focus on operational optimisation

   --      Increased customer use and adoption of Ectosan(R) Vet and CleanTreat(R) 

Current trading and outlook - good momentum in line with our expectations

   --       Good start to the year and positive momentum in the business 

-- Diversified business and proactive commercial approach create resilience to ongoing macroeconomic pressures

-- Recently announced change in tax regime for aquaculture producers in Norway expected to have a marginal direct effect

-- Continue to progress towards a dual listing on Euronext Growth Oslo with intention to uplist to the Oslo Børs in H1 2023

Enquiries

 
 For further information, please contact: 
 Benchmark Holdings plc                            Tel: 020 3696 0630 
 Trond Williksen, CEO 
 Septima Maguire, CFO 
 Ivonne Cantu, Investor Relations 
 
 
 Numis (Broker and NOMAD)                          Tel: 020 7260 1000 
 James Black, Freddie Barnfield, Duncan Monteith 
 
 
 MHP                                               Tel: 020 3128 8004 
 Katie Hunt, Reg Hoare, Veronica Farah             benchmark@mhpgroup.com 
 

About Benchmark

Benchmark is a market leading aquaculture biotechnology company. Benchmark's mission is to drive sustainability in aquaculture by delivering products and solutions in genetics, advanced nutrition and health which improve yield, growth and animal health and welfare.

Through a global footprint in 26 countries and a broad portfolio of products and solutions, Benchmark addresses many of the major aquaculture species - salmon, shrimp, sea bass and sea bream, and tilapia, in all the major aquaculture regions around the world. Find out more at www.benchmarkplc.com

Management Report

The Group reported a strong Q4, continuing the good performance delivered throughout the year. Group revenues at GBP42.8m were 15% ahead of the prior year (+6% CER) reflecting good trading across all business areas despite the ongoing macroeconomic challenges and price pressure in some of our end markets. Our three business areas delivered revenue growth, with Advanced Nutrition growing by 10%, Genetics by 15% and Health by 31%. Advanced Nutrition continued to capitalise on its renewed commercial focus, Genetics benefitted from peak demand for its specialist salmon eggs and in Health our growth reflects the increased customer uptake of our sea lice solution Ectosan (â) Vet and CleanTreat (â) .

Operating costs in Q4 2022 were 30% higher at GBP13.3m (Q4 2021: GBP10.2m) driven by higher activity levels and a strong dollar in the quarter. The increase was 21% at constant exchange rates. R&D expenses were GBP2.0m, 10% up driven by small increases in Health and Genetics with R&D spend in Advanced Nutrition remaining flat against the prior year.

Adjusted EBITDA from continuing operations for the quarter was GBP8.8m, 23% ahead of the prior year (Q4FY21: GBP7.1m) reflecting increased sales, operational leverage and financial discipline. Excluding fair value movements from biological assets, Adjusted EBITDA was GBP9.6m, 57% ahead of the prior year.

As noted in our full year announcement released today, our net result was impacted by an increased depreciation charge associated with the leases on the vessels for our CleanTreat(R) operation, and higher finance costs due to a higher interest charge and costs associated with movements of hedging instruments as well as costs associated with the refinancing of our NOK bond.

Advanced Nutrition

Revenues from Advanced Nutrition were GBP18.9m, up 10% (-6% CER). By product area Artemia sales were up 5%, Diets up 20% and sales from Health products increased by 25% compared to the same period last year. The gross profit margin grew slightly from 60% to 61%.

Operating costs and R&D totalled GBP6.8m, up 10% compared to the prior year. Continued cost discipline and operational improvements resulted in an increase in Adjusted EBITDA of 29% (+8% CER) to GBP4.7m. As a result, the Adjusted EBITDA margin reached 25% (Q4FY21:21%).

Genetics

Genetics performed well in the period with revenues of GBP18.3m, 15% above the prior year (Q4 2021: GBP15.9m) driven by higher sales of salmon eggs resulting in all of our capacity in our Norway and Iceland facilities being sold out. Harvest revenues were also higher, and we benefitted from first commercial revenues of our SPR shrimp compared to last year. The gross profit margin was 55% (Q4FY21: 42%)

Adjusted EBITDA of GBP5.5m in the period was 65% higher than the prior year (Q4 2021: GBP3.3m) primarily from higher sales together with cost discipline resulting in operational leverage. Excluding the fair value movements from biological assets Adjusted EBITDA was GBP6.3m, 173 % ahead of the prior year (Q4 FY21: GBP2.3m). As a result, the Adjusted EBITDA margin excluding biological asset movements was 35% (Q4 FY21: 15%).

By species, salmon delivered an excellent performance benefitting from peak demand for our biosecure, specialist eggs available year round and capacity and quality enhancements from our new incubation centre in Iceland . In shrimp, we continued to progress in our commercialisation of our recently launched SPR shrimps with client wins in Indonesia and Vietnam. We continue to work on developing our product range to the specific needs of the key shrimp markets.

Health

Health delivered a good performance in Q4, reflecting increased use and adoption of our sea lice solution Ectosan Vet and CleanTreat. Revenues in the quarter were GBP5.6m, up 30% reflecting progress in use and adoption of our solution. Adjusted EBITDA in the period was GBP0.6m (Q4FY21: GBP1.1m). This reflects the costs associated with having two CleanTreat(R) units in operation against one in the same period last year. Operating costs and R&D were GBP1.9m in the period (Q4 FY21: GBP1.5m). Costs associated with the leases of the vessels for the CleanTreat units amounted to GBP1.8m.

Finance costs, cashflow and net debt

During the quarter, the existing NOK 850m was refinanced through the issue of an unsecured NOK 750m green bond with a maturity date in September 2025 and is to be listed on the Oslo Stock Exchange. The company also extended and increased its RCF facility from $15m to GBP20m with maturity in June 2025.

Net finance cost for the quarter of GBP5.1m was higher than the prior year (Q4 2021: GBP3.7m). Movements in the quarter in the fair value of our financial instruments taken out to hedge our external borrowings caused a charge of GBP5.3m, (Q4 2021: charge of GBP0.4m). Interest charges for the period of GBP5.3m (Q4 2021: GBP1.9m) included one-off early bond settlement fees of GBP1.6m and accelerated amortisation of previously deferred borrowing fees of GBP0.9m following the refinancing of the old bond. These charges were offset in the quarter by foreign exchange gains of GBP5.6m (Q4 2021: loss GBP1.2m) due to movements in exchange rates towards the end of the year.

Positive operating cashflows from strong trading in the quarter, together with repayment of some of the borrowings in the refinancing exercise, left net debt at the quarter end at GBP73.7m (30 June 2022: GBP89.1m; 30 Sept 2021: GBP80.9m). Net debt excluding lease liabilities was GBP47.5m (30 June 2022: GBP59.3m; 30 Sept 2021: GBP56.9m).

Outlook

We have had a good start to the year and there is good momentum in the business. Cost inflation and other macroeconomic pressures will continue to be a feature across the world in 2023 and we are not immune. However, we have a well-diversified, balanced business which creates resilience to challenges in individual markets as well as opportunities. In addition, we will continue to proactively mitigate potential pressure on our business and our margins through pricing, supplier management and operational improvements. The recently announced change in the tax regime for aquaculture producers in Norway is expected to have a marginal direct effect on our business.

Looking further into the future, Benchmark is uniquely positioned in an industry that is structurally growing and driven by multiple megatrends. This creates significant opportunity for growth and increasing returns for shareholders in the near and medium term and for many years to come.

Consolidated Income Statement for the period ended 30 September 2022

 
 
 
 
 
                                                    Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's              Notes     (unaudited)     (unaudited)     (audited)     (audited) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 Revenue                                4            42,758          37,261       158,277       125,062 
 Cost of sales                                     (18,625)        (17,831)      (75,149)      (59,477) 
-----------------------------------  ------ 
 Gross profit                                        24,133          19,430        83,128        65,585 
 Research and development 
  costs                                             (2,028)         (1,838)       (6,691)       (7,010) 
 Other operating costs                             (13,290)        (10,195)      (44,661)      (38,221) 
 Share of loss of equity-accounted 
  investees, net of tax                                (57)           (299)         (595)         (905) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 Adjusted EBITDA(2)                                   8,758           7,098        31,181        19,449 
 Exceptional - restructuring, 
  disposal and acquisition 
  related items                         5             (423)             871            16         (184) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 EBITDA(1)                                            8,335           7,969        31,197        19,265 
 Depreciation and impairment                        (4,639)         (3,309)      (19,897)       (8,359) 
 Amortisation and impairment                        (5,440)         (4,174)      (19,161)      (16,283) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 Operating (loss)/profit                            (1,744)             486       (7,861)       (5,377) 
 Finance cost                                      (11,547)         (3,771)      (20,057)       (7,987) 
 Finance income                                       6,496              40         4,741         4,185 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 Loss before taxation                               (6,795)         (3,245)      (23,177)       (9,179) 
 Tax on loss                            6           (2,074)         (2,455)       (7,274)       (2,397) 
-----------------------------------  ------  --------------                                ------------ 
 Loss for the period                                (8,869)         (5,700)      (30,451)      (11,576) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 Loss for the period 
  attributable to: 
 - Owners of the parent                             (9,561)         (6,101)      (32,087)      (12,891) 
 - Non-controlling interest                             692             401         1,636         1,315 
-----------------------------------  ------                  -------------- 
                                                    (8,869)         (5,700)      (30,451)      (11,576) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 
 Earnings per share 
 Basic loss per share 
  (pence)                               7            (1.36)          (0.91)        (4.60)        (1.93) 
 Diluted loss per share 
  (pence)                               7            (1.36)          (0.91)        (4.60)        (1.93) 
-----------------------------------  ------  --------------  --------------  ------------  ------------ 
 

1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and impairment

2 Adjusted EBITDA - EBITDA before exceptional items including acquisition related items

Consolidated Statement of Comprehensive Income for the period ended 30 September 2022

 
                                                                             Q4                          FY 
                                                        Q4 2022            2021       FY 2022          2021 
 All figures in GBP000's                            (unaudited)     (unaudited)     (audited)     (audited) 
------------------------------------------  ---  --------------  --------------  ------------  ------------ 
 
 Loss for the period                                    (8,869)         (5,700)      (30,451)      (11,576) 
 Other comprehensive income 
 Items that are or may be reclassified 
  subsequently to profit or loss 
 Foreign exchange translation differences                23,225           4,113        47,606       (9,929) 
 Cash flow hedges - changes in fair 
  value                                                   2,047             760         2,627         3,054 
 Cash flow hedges - reclassified to 
  profit or loss                                          2,387             164         2,546           709 
 Total comprehensive income for the 
  period                                                 18,790           (663)        22,328      (17,742) 
-----------------------------------------------  --------------  --------------  ------------  ------------ 
 
 Total comprehensive income for the 
  period attributable to: 
 - Owners of the parent                                  18,109         (1,026)        20,326      (19,329) 
 - Non-controlling interest                                 681             363         2,002         1,587 
-----------------------------------------------                                                ------------ 
                                                         18,790           (663)        22,328      (17,742) 
 ----------------------------------------------  --------------  --------------  ------------  ------------ 
 

The accompanying notes are an integral part of this consolidated financial information.

Consolidated Balance Sheet as at 30 September 2022

 
 
                                                      30 September    30 September 
                                                              2022            2021 
 All figures in GBP000's                     Notes       (audited)       (audited) 
------------------------------------------  ------  --------------  -------------- 
 Assets 
 Property, plant and equipment                              81,900          78,780 
 Right-of-use assets                                        27,034          25,531 
 Intangible assets                                         245,264         229,040 
 Equity-accounted investees                                  3,113           3,354 
 Other investments                                              15              15 
 Biological and agricultural assets                         20,878          21,244 
 Non-current assets                                        378,204         357,964 
------------------------------------------  ------  --------------  -------------- 
 Inventories                                                29,813          20,947 
 Biological and agricultural assets                         25,780          17,121 
 Trade and other receivables                                56,377          46,498 
 Cash and cash equivalents                                  36,399          39,460 
------------------------------------------  ------  --------------  -------------- 
 Current assets                                            148,369         124,026 
------------------------------------------  ------  --------------  -------------- 
 Total assets                                              526,573         481,990 
------------------------------------------  ------  --------------  -------------- 
 Liabilities 
------------------------------------------  ------  --------------  -------------- 
 Trade and other payables                                ( 44,324)       ( 46,668) 
 Loans and borrowings                          8          (17,091)        (10,654) 
 Corporation tax liability                                (10,211)         (5,634) 
 Provisions                                                (1,631)           (563) 
------------------------------------------  ------  --------------  -------------- 
 Current liabilities                                      (73,257)        (63,519) 
------------------------------------------  ------  --------------  -------------- 
 Loans and borrowings                          8          (93,045)       (109,737) 
 Other payables                                            (8,996)           (911) 
 Deferred tax                                             (27,990)        (28,224) 
------------------------------------------  ------  --------------  -------------- 
 Non-current liabilities                                 (130,031)       (138,872) 
------------------------------------------  ------  --------------  -------------- 
 Total liabilities                                       (203,288)       (202,391) 
------------------------------------------  ------  --------------  -------------- 
 Net assets                                                323,285         279,599 
------------------------------------------  ------  --------------  -------------- 
 Issued capital and reserves attributable 
  to owners of the parent 
 Share capital                                 9               704             670 
 Additional paid-in share capital              9           420,824         400,682 
 Capital redemption reserve                                      5               5 
 Retained earnings                                       (185,136)       (154,231) 
 Hedging reserve                                             (703)         (5,876) 
 Foreign exchange reserve                                   77,705          30,465 
------------------------------------------  ------  --------------  -------------- 
 Equity attributable to owners of 
  the parent                                               313,399         271,715 
 Non-controlling interest                                    9,886           7,884 
------------------------------------------  ------  --------------  -------------- 
 Total equity and reserves                                 323,285         279,599 
------------------------------------------  ------  --------------  -------------- 
 
 

The accompanying notes are an integral part of this consolidated financial information.

Consolidated Statement of Changes in Equity for the period ended 30 September 2022

 
                                                                                       Total 
                                                                                attributable 
                              Additional                                           to equity 
                                 paid-in                                             holders           Non- 
                     Share         share       Other     Hedging    Retained              of    controlling      Total 
                   capital      capital*    reserves     reserve    earnings          parent       interest     equity 
                    GBP000        GBP000      GBP000      GBP000      GBP000          GBP000         GBP000     GBP000 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 As at 1 
  October 2021 
  (audited)            670       400,682      30,470     (5,876)   (154,231)         271,715          7,884    279,599 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 Comprehensive 
 income 
 for the period 
 (Loss) for the 
  period                 -             -           -           -    (32,087)        (32,087)          1,636   (30,451) 
 Other 
  comprehensive 
  income                 -             -      47,240       5,173           -          52,413            366     52,779 
 Total 
  comprehensive 
  income for 
  the period             -             -      47,240       5,173    (32,087)          20,326          2,002     22,328 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 Contributions 
 by and 
 distributions 
 to owners 
 Share issue            34        20,704           -           -           -          20,738              -     20,738 
 Share issue 
  costs 
  recognised 
  through 
  equity                 -         (562)           -           -           -           (562)              -      (562) 
 Share-based 
  payment                -             -           -           -       1,182           1,182              -      1,182 
 Total 
  contributions 
  by and 
  distributions 
  to owners             34        20,142           -           -       1,182          21,358              -     21,358 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 Changes in 
 ownership 
 Total changes 
 in ownership 
 interests               -             -           -           -           -               -              -          - 
 Total 
  transactions 
  with owners 
  of the 
  Company               34        20,142           -           -       1,182          21,358              -     21,358 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 As at 30 
  September 
  2022 
  (audited)            704       420,824      77,710       (703)   (185,136)         313,399          9,886    323,285 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 As at 1 
  October 2020 
  (audited)            668       399,601      40,683     (9,651)   (142,170)         289,131          6,309    295,440 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 Comprehensive 
 income 
 for the period 
 (Loss) for the 
  period                 -             -           -           -    (12,891)        (12,891)          1,315   (11,576) 
 Other 
  comprehensive 
  income                 -             -    (10,213)       3,775           -         (6,438)            272    (6,166) 
 Total 
  comprehensive 
  income for 
  the period             -             -    (10,213)       3,775    (12,891)        (19,329)          1,587   (17,742) 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 Contributions 
 by and 
 distributions 
 to owners 
 Share issue             2         1,081           -           -           -           1,083              -      1,083 
 Share issue 
 costs 
 recognised 
 through equity          -             -           -           -           -               -              -          - 
 Share-based 
  payment                -             -           -           -         830             830              -        830 
 Total 
  contributions 
  by and 
  distributions 
  to owners              2         1,081           -           -         830           1,913              -      1,913 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 
 Changes in 
 ownership 
 Acquisition of 
  NCI                    -             -           -           -           -               -           (12)       (12) 
 Total changes 
  in ownership 
  interests              -             -           -           -           -               -           (12)       (12) 
 Total 
  transactions 
  with owners 
  of the 
  Company                2         1,081           -           -         830           1,913           (12)      1,901 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 As at 30 
  September 
  2021 
  (audited)            670       400,682      30,470     (5,876)   (154,231)         271,715          7,884    279,599 
---------------  ---------  ------------  ----------  ----------  ----------  --------------  -------------  --------- 
 

*Other reserves in this statement is an aggregation of capital redemption reserve and foreign exchange reserve.

Consolidated Statement of Cash Flows for the period ended 30 September 2022

 
                                                          FY 2022      FY 2021 
                                                        (audited)    (audited) 
                                                           GBP000       GBP000 
 Cash flows from operating activities 
 Loss for the period                                     (30,451)     (11,576) 
 Adjustments for: 
 Depreciation and impairment of property, plant 
  and equipment                                             8,602        5,017 
 Depreciation and impairment of right-of-use 
  assets                                                   11,295        3,342 
 Amortisation and impairment of intangible fixed 
  assets                                                   19,161       16,283 
 Loss on sale of property, plant and equipment               (43)           46 
 Finance income                                             (319)      (1,442) 
 Finance costs                                             18,437        7,987 
 Increase in fair value of contingent consideration 
  receivable                                              (1,203)            - 
 Share of loss of equity-accounted investees, 
  net of tax                                                  595          905 
 Foreign exchange losses                                  (3,985)      (1,800) 
 Share-based payment expense                                1,182          830 
 Other adjustments for non-cash items                       (276)            - 
 Tax credit                                                 7,274        2,397 
 Increase in trade and other receivables                  (8,511)      (8,178) 
 Increase in inventories                                  (5,406)      (3,554) 
 Increase in biological and agricultural assets           (6,099)      (5,427) 
 Increase in trade and other payables                       6,946        5,547 
 Increase in provisions                                     1,058            - 
                                                           18,257       10,377 
 Income taxes paid                                        (7,447)      (4,587) 
 Net cash flows generated from operating activities        10,810        5,790 
 Investing activities 
 Purchase of investments                                    (378)        (578) 
 Receipts from disposal of investments                      1,544            9 
 Purchases of property, plant and equipment              (10,808)     (17,683) 
 Purchase of intangibles                                    (205)      (5,038) 
 Capitalised research and development costs               (1,708)            - 
 Proceeds from sale of fixed assets                           220          112 
 Interest received                                            119           88 
 Net cash flows used in investing activities             (11,216)     (23,090) 
 Financing activities 
 Proceeds of share issues                                  20,737          750 
 Share-issue costs recognised through equity                (562)            - 
 Acquisition of NCI                                             -         (12) 
 Proceeds from bank or other borrowings                    67,939            - 
 Repayment of bank or other borrowings                   (74,874)      (3,106) 
 Interest and finance charges paid                        (9,629)      (7,699) 
 Repayments of lease liabilities                         (10,533)      (4,602) 
 Net cash outflow from financing activities               (6,922)     (14,669) 
 Net decrease in cash and cash equivalents                (7,328)     (31,969) 
 Cash and cash equivalents at beginning of period          39,460       71,605 
 Effect of movements in exchange rate                       4,267        (176) 
 Cash and cash equivalents at end of period                36,399       39,460 
 

Unaudited notes to the quarterly financial statements for the period ended 30 September 2022

1. Basis of preparation

Benchmark Holdings plc (the 'Company') is a company incorporated domiciled in the United Kingdom. These consolidated quarterly financial statements as at and for the three months and year ended 30 September 2022 represents that of the Company and its subsidiaries (together referred to as the 'Group').

These quarterly financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's consolidated financial statements as at and for the year ended 30 September 2022. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. Statutory accounts for the year ended 30 September 2022 were approved by the Directors on 30 November 2022 and will be delivered to the Registrar of Companies after the AGM on 16 February 2023. The audit report received on those accounts was (i) unqualified and (ii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Management Report.

As at 30 September 2022 the Group had net assets of GBP323.3m (30 September 2021: GBP279.6m), including cash of GBP36.4m (30 September 2021: GBP39.5m) as set out in the consolidated balance sheet. The Group made a loss for the year of GBP30.5m (year ended 30 September 2021: loss GBP11.6m).

As noted in the Strategic Report, we have seen a year of strong performance following an extended period impacted by COVID-19, with improvements throughout the year in all of our three business areas. The Directors have reviewed forecasts and cash flow projections for a period of at least 12 months including downside sensitivity assumptions in relation to trading performance across the Group to assess the impact on the Group's trading and cash flow forecasts and on the forecast compliance with the covenants included within the Group's financing arrangements.

In the downside analysis performed, the Directors considered severe but plausible scenarios on the Group's trading and cash flow forecasts, firstly in relation to continued roll out of the Ectosan(R)Vet and CleanTreat offering. Sensitivities considered included modelling slower ramp up of the commercialisation of Ectosan(R) Vet and CleanTreat(R) through delayed roll-out of the revised operating model for the service, together with reductions in expected biomass treated and reduced treatment prices. Key downside sensitivities modelled in other areas included assumptions on slower commercialisation of SPR shrimp, slower salmon egg sales growth both in Chile and to land-based farms in Genetics, along with sensitivities on sales price increases and potential supply constraints on CIS artemia in Advanced Nutrition. Mitigating measures within the control of management have been identified should they be required in response to these sensitivities, including reductions in areas of discretionary spend, deferral of capital projects and temporary hold on R&D for non-imminent products.

The year ended with the successful refinancing of its NOK 850 million bond which was due to mature in June 2023 with the issue of a NOK 750 million unsecured green bond maturing in 2025. This was achieved against a backdrop of challenging macroeconomic and market conditions and places the Group in a much stronger position in light of the ongoing market environment. Additionally, following the year end, the USD15m RCF was refinanced with the agreement of a new GBP20m RCF on 21 November 2022 with a maturity of June 2025 maturity. Furthermore, our NOK 216m loan facility (which had NOK 165.6m outstanding at the year end) which was set to mature in October 2023 was combined with our NOK 17.5m overdraft facility into a new loan facility of NOK 179.5m on 1 November 2022, with a new maturity date in a further 5 years no later than 15 January 2028. Following all of these refinancing transactions, the Directors are satisfied there are sufficient facilities in place during the assessment period.

The global economic environment has recently experienced turbulence largely as a result of the conflict in Eastern Europe with supply issues in a number of industries impacted and inflation at high levels. Against this backdrop, the Group shows resilience against these pressures in its forecasts, with financial instruments in place to fix interest rates and with opportunities available to mitigate globally high inflation rates, such that even under all of the above scenario analysis, the Group has sufficient liquidity and resources throughout the period under review whilst still maintaining adequate headroom against the borrowing covenants.

The Directors therefore remain confident that the Group has adequate resources to continue to meet its liabilities as and when they fall due within the period of 12 months from the date of approval of these financial statements. Based on their assessment, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis.

   1.     Basis of preparation (continued) 

These financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.

The preparation of financial statements in compliance with adopted IFRSs requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 2.

   2.     Accounting policies 

The accounting policies adopted are consistent with those used in preparing the consolidated financial statements for the financial year ended 30 September 2022.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total earnings.

Alternative performance measures ('APMs')

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by EU-adopted IFRS. These APMs may not be directly comparable with other companies' APMs, and the Directors do not intend these as a substitute for, or superior to, IFRS measures.

Directors have presented the performance measures Adjusted EBITDA, Adjusted Operating Profit, Adjusted Profit Before Tax and Adjusted EBITDA excluding fair value movement on biological assets because they monitor performance at a consolidated level using these and believe that these measures are relevant to an understanding of the Group's financial performance (see note 10). F urthermore, the Directors also refer to current period results using constant currency, which are derived by retranslating current period results using prior year's foreign exchange rates.

Use of estimates and judgements

The preparation of quarterly financial information requires management to make certain judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual amounts may differ from these estimates.

In preparing these quarterly financial statements the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 September 2022.

   3.     Segment information 

Operating segments are reported in a manner consistent with the reports made to the chief operating decision maker. It is considered that the role of chief operating decision maker is performed by the Board of Directors.

The Group operates globally and for management purposes is organised into reportable segments based on the following business areas:

-- Genetics - harnesses industry leading salmon breeding technologies combined with state-of-the-art production facilities to provide a range of year-round high genetic merit ova.

-- Advanced Nutrition - manufactures and provides technically advanced nutrition and health products to the global aquaculture industry.

-- Health - the segment provides health products and services to the global aquaculture market.

   3.     Segment information (continued) 

In order to reconcile the segmental analysis to the consolidated income statement, corporate and inter-segment sales are also shown. Corporate sales represent revenues earned from recharging certain central costs to the operating business areas, together with unallocated central costs.

Measurement of operating segment profit or loss

Inter-segment sales are priced along the same lines as sales to external customers, with an appropriate discount being applied to encourage use of Group resources at a rate acceptable to local tax authorities. This policy was applied consistently throughout the current and prior period.

Reconciliations of segmental information to IFRS measures

 
 Segmental Revenue 
                                      Q4 2022          Q4 2021        FY 2022        FY 2021 
 All figures in GBP000's          (unaudited)      (unaudited)      (audited)      (audited) 
----------------------------  ---------------  ---------------  -------------  ------------- 
 Genetics                              18,314           15,932         58,008         46,797 
 Advanced Nutrition                    18,872           17,093         80,286         70,530 
 Health                                 5,602            4,269         20,135          7,832 
 Corporate                                902            1,209          5,120          4,820 
 Inter-segment sales                    (932)          (1,242)        (5,272)        (4,917) 
 Total                                 42,758           37,261        158,277        125,062 
----------------------------  ---------------  ---------------  -------------  ------------- 
 
 
  Segmental Adjusted EBITDA 
                                      Q4 2022          Q4 2021        FY 2022        FY 2021 
 All figures in GBP000's          (unaudited)      (unaudited)      (audited)      (audited) 
----------------------------  ---------------  ---------------  -------------  ------------- 
 Genetics                               5,473            3,309         15,980         11,528 
 Advanced Nutrition                     4,706            3,644         19,017         13,802 
 Health                                   625            1,104            108        (2,685) 
 Corporate                            (2,046)            (959)        (3,924)        (3,196) 
 Total                                  8,758            7,098         31,181         19,449 
----------------------------  ---------------  ---------------  -------------  ------------- 
 
 
  Reconciliation of Reportable Segments Adjusted 
   EBITDA to Loss before taxation 
---------------------------------------------------------------------  ------------- 
                                             Q4 2022          Q4 2021        FY 2022        FY 2021 
 All figures in GBP000's                 (unaudited)      (unaudited)      (audited)      (audited) 
-----------------------------------  ---------------  ---------------  -------------  ------------- 
 Total reportable segment Adjusted 
  EBITDA                                      10,804            8,057         35,105         22,645 
 Corporate Adjusted EBITDA                   (2,046)            (959)        (3,924)        (3,196) 
-----------------------------------  ---------------  ---------------  -------------  ------------- 
 Adjusted EBITDA                               8,758            7,098         31,181         19,449 
 Exceptional - restructuring, 
  disposal and acquisition related 
  items                                        (423)              871             16          (184) 
 Depreciation and impairment                 (4,639)          (3,309)       (19,897)        (8,359) 
 Amortisation and impairment                 (5,440)          (4,174)       (19,161)       (16,283) 
 Net finance costs                           (5,051)          (3,731)       (15,316)        (3,802) 
 Loss before taxation                        (6,795)          (3,245)       (23,177)        (9,179) 
-----------------------------------  ---------------  ---------------  -------------  ------------- 
 
   4.     Revenue 

The Group's operations and main revenue streams are those described in its financial statements to 30 September 2022. The Group's revenue is derived from contracts with customers.

Disaggregation of revenue

In the following tables, revenue is disaggregated by primary geographical market and by sales of goods and services. The table includes a reconciliation of the disaggregated revenue with the Group's reportable segments (see note 3).

Sale of goods and provision of services

 
                                          3 months ended 30 September 2022 (unaudited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Sale of goods                 17,449        18,852     4,085            -                -    40,386 
 Provision of services            855             -     1,517            -                -     2,372 
 Inter-segment sales               10            20         -          902            (932)         - 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
                               18,314        18,872     5,602          902            (932)    42,758 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
                                          3 months ended 30 September 2021 (unaudited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Sale of goods                 14,925        17,077     2,593            -                -    34,595 
 Provision of services            990             -     1,676            -                -     2,666 
 Inter-segment sales               17            16         -        1,209          (1,242)         - 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
                               15,932        17,093     4,269        1,209          (1,242)    37,261 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
                                           12 months ended 30 September 2022 (audited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Sale of goods                 53,978        80,191    13,528            -                -   147,697 
 Provision of services          3,973             -     6,607            -                -    10,580 
 Inter-segment sales               57            95         -        5,120          (5,272)         - 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
                               58,008        80,286    20,135        5,120          (5,272)   158,277 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
 
                                           12 months ended 30 September 2021 (audited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Sale of goods                 41,947        70,458     6,135            -                -   118,540 
 Provision of services          4,825             -     1,697            -                -     6,522 
 Inter-segment sales               25            72         -        4,820          (4,917)         - 
------------------------- 
                               46,797        70,530     7,832        4,820          (4,917)   125,062 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
   4.     Revenue (continued) 

Sale of goods and provision of services (continued)

Primary geographical markets

 
                                          3 months ended 30 September 2022 (unaudited) 
-------------------------  ------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales    Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  ------- 
 Norway                        11,151           314     4,204            -                -   15,669 
 India                             38         1,074         -            -                -    1,112 
 Singapore                          -           121         -            -                -      121 
 Turkey                             -         1,314         -            -                -    1,314 
 Ecuador                            -         2,606         -            -                -    2,606 
 Greece                             -           931         -            -                -      931 
 Faroe Islands                  1,539             2       209            -                -    1,750 
 UK                             1,099            26        33            -                -    1,158 
 Chile                            237             8       222            -                -      467 
 Rest of Europe                 2,158           844         -            -                -    3,002 
 Rest of World                  2,082        11,612       934            -                -   14,628 
 Inter-segment sales               10            20         -          902            (932)        - 
                               18,314        18,872     5,602          902            (932)   42,758 
-------------------------  ----------  ------------  --------  -----------  ---------------  ------- 
 
                                          3 months ended 30 September 2021 (unaudited) 
-------------------------  ------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales    Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  ------- 
 Norway                        10,526           135     2,898            -                -   13,559 
 India                              -         3,029         -            -                -    3,029 
 Singapore                          -         1,954         -            -                -    1,954 
 Greece                             -           986         -            -                -      986 
 Faroe Islands                  1,171             2       180            -                -    1,353 
 Turkey                             -         1,109         -            -                -    1,109 
 UK                               276            20       145            -                -      441 
 Ecuador                            -         1,057         -            -                -    1,057 
 Chile                            400             1       296            -                -      697 
 Rest of Europe                 2,347           763         -            -                -    3,110 
 Rest of World                  1,195         8,021       750            -                -    9,966 
 Inter-segment sales               17            16         -        1,209          (1,242)        - 
                               15,932        17,093     4,269        1,209          (1,242)   37,261 
-------------------------  ----------  ------------  --------  -----------  ---------------  ------- 
 
   4.     Revenue (continued) 

Primary geographical markets (continued)

 
                                           12 months ended 30 September 2022 (audited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Norway                        34,666           965    15,571            -                -    51,202 
 India                            619        12,001         -            -                -    12,620 
 Singapore                          -         7,044         -            -                -     7,044 
 Turkey                             -         6,419         -            -                -     6,419 
 Ecuador                           18         6,472         -            -                -     6,490 
 Greece                             2         6,197         -            -                -     6,199 
 Faroe Islands                  5,465             9       587            -                -     6,061 
 UK                             4,318            93       199            -                -     4,610 
 Chile                          1,006            15       871            -                -     1,892 
 Rest of Europe                 7,110         4,056         -            -                -    11,166 
 Rest of World                  4,747        36,920     2,907            -                -    44,574 
 Inter-segment sales               57            95         -        5,120          (5,272)         - 
                               58,008        80,286    20,135        5,120          (5,272)   158,277 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
                                           12 months ended 30 September 2021 (audited) 
-------------------------  -------------------------------------------------------------------------- 
                                           Advanced                           Inter-segment 
 All figures in GBP000's     Genetics     Nutrition    Health    Corporate            sales     Total 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 Norway                        27,129           570     3,689            -                -    31,388 
 India                              -        12,166         3            -                -    12,169 
 Singapore                          -         7,544         -            -                -     7,544 
 Greece                            25         6,108         -            -                -     6,133 
 Faroe Islands                  5,636            18       348            -                -     6,002 
 Turkey                             -         5,977         -            -                -     5,977 
 UK                             3,843           117       622            -                -     4,582 
 Ecuador                            -         4,066         -            -                -     4,066 
 Chile                            437             7     2,335            -                -     2,779 
 Rest of Europe                 6,922         4,208        26            -                -    11,156 
 Rest of World                  2,780        29,677       809            -                -    33,266 
 Inter-segment sales               25            72         -        4,820          (4,917)         - 
                               46,797        70,530     7,832        4,820          (4,917)   125,062 
-------------------------  ----------  ------------  --------  -----------  ---------------  -------- 
 
   5.     Exceptional - restructuring, disposal, and acquisition related items 

Items that are material because of their size or nature, non-recurring and whose significance is sufficient to warrant separate disclosure and identification within the consolidated financial statements are referred to as exceptional items. The separate reporting of exceptional items helps to provide an understanding of the Group's underlying performance.

 
                                               Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's                   (unaudited)     (unaudited)     (audited)     (audited) 
---------------------------------  ---  --------------  --------------  ------------  ------------ 
 Acquisition related items                           -           (850)             -         (850) 
 Exceptional restructuring costs                 1,668             110         1,229           480 
 Cost in relation to disposals                 (1,245)           (131)       (1,245)           554 
 Total exceptional items                           423           (871)          (16)           184 
--------------------------------------  --------------  --------------  ------------  ------------ 
 

Acquisition-related items are costs incurred in investigating and acquiring new businesses. In 2021 contingent consideration of GBP850,000 was released in relation to the purchase of Benchmark Genetics (USA) Inc.

Exceptional costs include: GBP843,000 (2021: GBPnil) of legal and professional costs in relation to preparing for listing the Group on the Oslo stock exchange, and GBP276,000 (2021: GBP480,000) relating to restructuring costs.

Costs in relation to disposals includes a credit of GBP1,203,000 (2021: GBPnil) in relation to additional contingent consideration received and receivable from disposals in previous years (GBP294,000 relating to the disposal of Aquaculture UK on 7 February 2020, and GBP909,000 relating to the disposal of Improve International Limited and its subsidiaries on 23 June 2020) together with legal fees, lease costs and disposal items (net of proceeds received) totaling GBP42,000 relating to additional costs and disposals proceeds relating to disposals that occurred in 2020.

   6.     Taxation 
 
                                                 Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's                     (unaudited)     (unaudited)     (audited)     (audited) 
-----------------------------------  ---  --------------  --------------  ------------  ------------ 
 
 Analysis of charge in period 
 Current tax: 
 Current income tax expense on 
  profits for the period                           4,124           2,716        11,727         5,383 
 Adjustment in respect of prior 
  periods                                           (39)             502          (39)           502 
----------------------------------------  --------------  --------------  ------------  ------------ 
 Total current tax charge                          4,085           3,218        11,688         5,885 
 
 Deferred tax: 
 Origination and reversal of 
  temporary differences                          (2,011)           (768)       (4,414)       (3,228) 
 Deferred tax movements in respect 
  of prior periods                                     -               5             -         (260) 
----------------------------------------  --------------  --------------  ------------  ------------ 
 Total deferred tax credit                       (2,011)           (763)       (4,414)       (3,488) 
 
 Total tax charge                                  2,074           2,455         7,274         2,397 
----------------------------------------  --------------  --------------  ------------  ------------ 
 
   7.     Loss per share 

Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 
                                              Q4 2022         Q4 2021       FY 2022       FY 2021 
                                          (unaudited)     (unaudited)     (audited)     (audited) 
-------------------------------------  --------------  --------------  ------------  ------------ 
 Loss attributable to equity holders 
  of the parent (GBP000)                      (9,561)         (6,101)      (32,087)      (12,891) 
 Weighted average number of shares 
  in issue (thousands)                        703,961         670,141       698,233       669,459 
 Basic loss per share (pence)                  (1.36)          (0.91)        (4.60)        (1.93) 
-------------------------------------  --------------  --------------  ------------  ------------ 
 

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. This is done by calculating the number of shares that could have been acquired at fair value (determined as the average market price of the Company's shares for the period) based on the monetary value of the subscription rights attached to outstanding share options and warrants. The number of shares calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options and warrants.

Therefore, the Company is required to adjust the earnings per share calculation in relation to the share options that are in issue under the Company's share-based incentive schemes, and outstanding warrants. However, as any potential ordinary shares would be anti-dilutive due to losses being made there is no difference between Basic loss per share and Diluted loss per share for any of the periods being reported.

A total of 6,240,304 potential ordinary shares have not been included within the calculation of statutory diluted loss per share for the year (30 September 2021: 4,615,712). These potential ordinary shares could dilute earnings/loss per share in the future.

   8.     Loans and borrowings 
 
                                        FY 2022       FY 2021 
 All figures in GBP000's              (audited)     (audited) 
----------------------------  ---  ------------  ------------ 
 Non-Current 
 2025 750m NOK Loan notes                61,054             - 
 2023 850m NOK Loan notes                     -        75,478 
 Bank borrowings                         17,226        19,314 
 Lease liabilities                       14,765        14,945 
---------------------------------  ------------  ------------ 
                                         93,045       109,737 
 --------------------------------  ------------  ------------ 
 Current 
 Bank borrowings                          5,569         1,612 
 Lease liabilities                       11,522         9,042 
---------------------------------  ------------  ------------ 
                                         17,091        10,654 
 --------------------------------  ------------  ------------ 
 Total loans and borrowings             110,136       120,391 
---------------------------------  ------------  ------------ 
 

At 30 September 2022 the fair value of the unsecured floating rate listed green bond of NOK 750m was not materially different to the nominal value and has not been separately disclosed. At 30 September 2021 the fair value of 2023 850m NOK Loan notes was GBP73,981,000.

On 27 September 2022, the Group successfully issued a new unsecured floating rate listed green bond of NOK 750m. The bond which matures in September 2025, has a coupon of three-month NIBOR + 6.50% p.a. with quarterly interest payments, and is to be listed on the Oslo Stock Exchange. The proceeds were used to repay the NOK 850m floating rate listed bond, originally raised in June 2019.

A USD 15m Revolving Credit Facility ("RCF") has been provided by DNB Bank ASA (50%) and HSBC UK Bank PLC (50%). At 30 September 2022 GBP4,000,000 was drawn on this facility. The facility was undrawn at 30 September 2021.

   8.   Loans and borrowings (continued) 

Benchmark Genetics Salten AS (formerly SalmoBreed Salten AS) had the following loans (which are ring-fenced debt without recourse to the remainder of the Group) at 30 September 2022:

- Term loan with a balance of NOK 165.6m (2021: NOK 180.0m) provided by Nordea Bank Norge Abp. The loan is a five-year term loan ending November 2023 at an interest rate of 2.5% above three-month NIBOR.

- NOK 20.0m 12-month working capital facility provided by Nordea Bank Norge Abp. This was undrawn at 30 September 2022 (2021: undrawn).

- An additional NOK 17.5m overdraft facility was provided by Nordea Bank Norge Abp during the year with maturity in December 2022. This facility was undrawn at 30 September 2022.

- Term loan with a balance of NOK 40.1m (2021: NOK 44.7m) provided by Innovasjon Norge. The loan is a 12-and-a-half-year term loan maturing in March 2031. The interest rate on this loan at 30 September 2022 was 4.95%. The interest rate on this loan is variable.

- NOK 21.75m loan provided by Salten Aqua ASA (the minority shareholder). The loan attracts interest at 2.5% above three-month NIBOR and is repayable on maturity of the Nordea term loan above.

Subsequent to the year end on 1 November 2022, the Nordea Bank term loan above was refinanced together with an existing undrawn overdraft facility into a new loan facility of NOK 179.5m with a new maturity date in a further five years no later than 15 January 2028. Other terms remain the same.

Furthermore on 21 November 2022, the Group refinanced the USD15m RCF with a secured GBP20m RCF provided by DNB Bank ASA, maturing on 27 June 2025. The margin on this facility is a minimum of 2.75% and a maximum of 3.25%, dependent upon the leverage of the Group above the relevant risk free reference or IBOR rates depending on which currency is drawn.

The lease liabilities are secured on the assets to which they relate.

   9.     Share capital and additional paid-in share capital 
 
                                                                    Additional 
                                                                       paid-in 
                                       Number   Share Capital    share capital 
 Allotted, called up and                               GBP000           GBP000 
  fully paid 
-------------------------------  ------------  --------------  --------------- 
 Ordinary shares of 0.1 pence 
  each 
 Balance at 30 September 2021     670,374,484             670          400,682 
 Shares issued through placing 
  and open offer                   33,401,620              34           20,069 
 Exercise of share options            184,694               -               73 
 Balance at 30 September 
  2022                            703,960,798             704          420,824 
-------------------------------  ------------  --------------  --------------- 
 

During the year ended 30 September 2022, the Group issued a total 184,694 ordinary shares of 0.1p each to certain employees of the Group relating to share options of which 12,509 were exercised at a price of 0.1 pence, and 172,185 were exercised at a price of 42.5p.

On 29 November 2021, the Company issued 33,401,620 new ordinary shares of 0.1 pence each by way of a placing and subscriptions at an issue price of 62.0 pence per share. Gross proceeds of GBP20.7m were received for the placing and subscription shares. Non-recurring costs of GBP0.6m were in relation to the share issues and this has been charged to the share premium account (presented within Additional paid-in share capital).

During the year ended 30 September 2021, the Group issued a total of 2,152,600 ordinary shares of 0.1p each to certain employees of the Group relating to share options, of which 426,182 were exercised at a price of 0.1 pence, 1,626,436 were exercised at a price of 42.5 pence and 99,982 were exercised at a price of 58.5 pence.

During the prior year, contingent consideration totalling USD 450,000 (GBP333,000) became payable following the acquisition of aquaculture breeding programmes centred on shrimp from Centro de Investigación de la Acuicultura de Colombia Ceniacua on 11 August 2016. At the Group's discretion, the contingent consideration was paid in ordinary shares in the Group and the Group therefore issued 536,272 ordinary shares of 0.1p each on 13 January 2021 to settle this liability.

   10.   Alternative performance measures and other metrics 

Management has presented the performance measures EBITDA, Adjusted EBITDA, Adjusted EBITDA before fair value movement in biological assets, Adjusted Operating Profit and Adjusted Profit Before Tax because it monitors performance at a consolidated level using these and believes that these measures are relevant to an understanding of the Group's financial performance.

Adjusted EBITDA which reflects underlying profitability, is earnings before interest, tax, depreciation, amortisation, impairment, and exceptional items including acquisition related items and is shown on the Income Statement.

Adjusted EBITDA before fair value movements in biological assets, which is Adjusted EBITDA before the non-cash fair value movements in biological assets arising from their revaluation in line with International Accounting Standards.

Adjusted Operating Profit is operating loss before exceptional items including acquisition related items and amortisation and impairment of intangible assets excluding development costs as reconciled below.

Adjusted Profit Before Tax is earnings before tax, amortisation and impairment of intangibles assets excluding development costs, and exceptional items including acquisition related items as reconciled below. These measures are not defined performance measures in IFRS. The Group's definition of these measures may not be comparable with similarly titled performance measures and disclosures by other entities.

Reconciliation of Adjusted Operating Profit to Operating Loss

 
                                               Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's                   (unaudited)     (unaudited)     (audited)     (audited) 
---------------------------------  ---  --------------  --------------  ------------  ------------ 
 Revenue                                        42,758          37,261       158,277       125,062 
 Cost of sales                                (18,625)        (17,831)      (75,149)      (59,477) 
--------------------------------------  --------------  --------------  ------------  ------------ 
 Gross profit                                   24,133          19,430        83,128        65,585 
 Research and development 
  costs                                        (2,028)         (1,838)       (6,691)       (7,010) 
 Other operating costs                        (13,290)        (10,195)      (44,661)      (38,221) 
 Depreciation and impairment                   (4,639)         (3,309)      (19,897)       (8,359) 
 Amortisation of capitalised 
  development costs                              (615)           (299)       (2,165)         (299) 
 Share of loss of equity 
  accounted investees net 
  of tax                                          (57)           (299)         (595)         (905) 
--------------------------------------  --------------  --------------  ------------  ------------ 
 Adjusted operating profit                       3,504           3,490         9,119        10,791 
 Exceptional - restructuring, 
  disposal and acquisition 
  related items                                  (423)             871            16         (184) 
 Amortisation and impairment 
  of intangible assets excluding 
  development costs                            (4,825)         (3,875)      (16,996)      (15,984) 
--------------------------------------  --------------  --------------  ------------  ------------ 
 Operating (loss)/profit                       (1,744)             486       (7,861)       (5,377) 
--------------------------------------  --------------  --------------  ------------  ------------ 
 

Reconciliation of Loss Before Taxation to Adjusted Profit Before Tax

 
                                               Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's                   (unaudited)     (unaudited)     (audited)     (audited) 
---------------------------------  ---  --------------  --------------  ------------  ------------ 
 
 Loss before taxation                          (6,795)         (3,245)      (23,177)       (9,179) 
 Exceptional - restructuring, 
  disposal and acquisition 
  related items                                    423           (871)          (16)           184 
 Amortisation and impairment 
  of intangible assets excluding 
  development costs                              4,825           3,875        16,996        15,984 
--------------------------------------  --------------  --------------  ------------  ------------ 
 Adjusted (loss)/profit 
  before tax                                   (1,547)           (241)       (6,197)         6,989 
--------------------------------------  --------------  --------------  ------------  ------------ 
 

10. Alternative performance measures and other metrics (continued)

Other Metrics

 
                                                Q4 2022         Q4 2021       FY 2022       FY 2021 
 All figures in GBP000's                    (unaudited)     (unaudited)     (audited)     (audited) 
----------------------------------  ---  --------------  --------------  ------------  ------------ 
 Total R&D Investment 
 Research and development 
  costs                                           2,028           1,838         6,691         7,010 
 Internal capitalised development 
  costs                                             112           1,351         1,708         4,813 
                                                         --------------  ------------  ------------ 
 Total R&D investment                             2,140           3,189         8,399        11,823 
---------------------------------------  --------------  --------------  ------------  ------------ 
 
 
                                                 Q4 2022          Q4 2021        FY 2022        FY 2021 
 All figures in GBP000's                     (unaudited)      (unaudited)      (audited)      (audited) 
----------------------------------  ---  ---------------  ---------------  -------------  ------------- 
 Adjusted EBITDA excluding fair 
  value movement in biological 
  assets 
 Adjusted EBITDA                                   8,758            7,098         31,181         19,449 
 Exclude fair value movement                         848            (996)        (1,595)        (3,323) 
                                         ---------------  ---------------  -------------  ------------- 
 Adjusted EBITDA excluding 
  fair value movement in biological 
  assets                                           9,606            6,102         29,586         16,126   16,126 
---------------------------------------  ---------------  ---------------  -------------  ------------- 
 

Liquidity

A key financial covenant is a minimum liquidity of GBP10m, defined as cash plus undrawn facilities.

 
 
                                30 September 
                                        2022 
 All figures in GBP000's           (audited) 
---------------------------   -------------- 
 Cash and cash equivalents            36,399 
 Undrawn bank facility                 9,398 
                                      45,797 
 ---------------------------  -------------- 
 

The undrawn bank facility relates to the RCF facility. At 30 September 2022, GBP4,000,000 (2021: GBPnil) of the RCF was drawn, leaving GBP9.4m undrawn (2021: GBP11.1m).

   11.   Net debt 

Net debt is cash and cash equivalents less loans and borrowings.

 
 
                                            30 September    30 September 
                                                    2022            2021 
 All figures in GBP000's                       (audited)       (audited) 
---------------------------------------   --------------  -------------- 
 Cash and cash equivalents                        36,399          39,460 
 Loans and borrowings (excluding lease 
  liabilities) - current                         (5,569)         (1,612) 
 Loans and borrowings (excluding lease 
  liabilities) - non-current                    (78,280)        (94,792) 
 Net debt excluding lease liabilities           (47,450)        (56,944) 
----------------------------------------  --------------  -------------- 
 Lease liabilities - current                    (11,522)         (9,042) 
 Lease liabilities - non-current                (14,765)        (14,945) 
----------------------------------------  --------------  -------------- 
 Net debt                                       (73,737)        (80,931) 
----------------------------------------  --------------  -------------- 
 

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November 30, 2022 02:00 ET (07:00 GMT)

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