TIDMBMK
RNS Number : 9865U
Benchmark Holdings PLC
29 November 2023
29 November 2023
Benchmark Holdings plc
("Benchmark", the "Company" or the "Group")
Q4 Results
(3 months ended 30 September 2023)
Good operational performance and positive outlook in all
business areas
Results affected by market factors in the period
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 2023 (the
"period") . All Q4 FY23 and Q4 FY22 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 2023
which can be found on https://www.benchmarkplc.com/investors
Q4 FY23 Financial highlights
-- Revenues from continuing operations of GBP36.6m, 14% below the prior year (-7% CER):
-- Genetics - strong performance in salmon egg sales against an
exceptionally strong Q4 FY22 which benefitted from supply
constraints in the market ; revenues were 6% below Q4 FY22 (+2%
CER)
-- Advanced Nutrition - strong performance against a backdrop of
challenging conditions in the global shrimp markets; revenues were
9% below the prior year (-3% CER)
-- Health - revenues were 53% below Q4 FY22 (-50% CER)
reflecting a delay in the peak season for sea lice treatments in
Norway; the Company has experienced an increase in Ectosan(R) Vet
and CleanTreat(R) sales post period-end
-- Adjusted EBITDA from continuing operations excluding fair
value movements from biological assets GBP9.2m (Q4 FY22:
GBP10.2m)
-- Adjusted EBITDA margin from continuing operations excluding
fair value movements marginally increased to 25% (Q4 FY22: 24%)
-- Cash and cash equivalents of GBP29.3m and available liquidity
of GBP41.5m as at 27th November
Operational highlights
-- Launch of first AI-enabled tool, Snapp-Art which enables
customers to count and qualify Artemia accurately and efficiently,
contributing to customer productivity
-- Integration of salmon activities under the leadership of Geir
Olav Meningen, Head of Genetics, and integration and reorganisation
of shrimp activities under the leadership of Patrick Waty, Head of
Advanced Nutrition. This is an important strategic step which
creates significant opportunities for commercial synergies and
efficiencies
-- Obtained MSC (Marine Stewardship Council) certification for
the Artemia harvested from the Great Salt Lakes
-- Divestment of tilapia breeding business; maintaining our
presence in tilapia genetics through Genetics Services
Current trading and outlook - positive momentum trading in-line
with management expectations
-- Good start to the year and positive momentum in all business areas
-- Good visibility of revenues in salmon genetics
-- Early indications of improvement in the shrimp markets
-- Increase in sea lice treatments post period end with good
capacity utilisation of CleanTreat(R); expect normal
seasonality
-- Continue to strengthen our unique position in an industry
that is structurally growing driven by megatrends
GBPm Q4 FY23 Q4 FY22 % AER % CER(**) FY23 FY22
restated(*) (full restated(*)
year)
Revenue from continuing
operations 36.6 42.4 -14% -7% 169.5 157.7
--------- -------------- ------- ----------- -------- --------------
Adjusted
--------- -------------- ------- ----------- -------- --------------
Adjusted EBITDA(1) from
continuing operations 7.4 9.4 -21% -15% 35.5 32.6
--------- -------------- ------- ----------- -------- --------------
Adj. EBITDA excluding
fair value movements
from biological assets 9.2 10.2 -10% -4% 35.6 31.0
--------- -------------- ------- ----------- -------- --------------
Adjusted Operating Profit
excluding fair value
uplift from biological
assets 3.9 5.0 -23% -14% 14.7 9.2
--------- -------------- ------- ----------- -------- --------------
Statutory
--------- -------------- ------- ----------- -------- --------------
Operating (loss)/profit
from continuing operations (2.3) (1.1) (5.3) (6.2)
--------- -------------- ------- ----------- -------- --------------
Loss before tax from
continuing operations (7.3) (6.1) 19% 17% (12.7) (21.4)
--------- -------------- ------- ----------- -------- --------------
Loss for the Period (9.2) (8.2) -13% -13% (16.1) (28.7)
--------- -------------- ------- ----------- -------- --------------
Basic loss per share
(p) (1.87) (1.36) (3.16) (4.60)
--------- -------------- ------- ----------- -------- --------------
Net debt(3) (65.5) (73.7) (65.5) (73.7)
--------- -------------- ------- ----------- -------- --------------
Net debt excluding lease
liabilities (45.6) (47.5) (45.6) (47.4)
--------- -------------- ------- ----------- -------- --------------
* 2022 figures have been restated to reflect changes to the
ongoing continuing business during the year following the disposal
of the tilapia business
** 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 and disposal related expenditure.
(2) Adjusted Operating Profit is operating loss before
exceptional items including acquisition and disposal 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 (continuing operations)*
GBPm Q4 FY23 Q4 FY22 % AER % CER(**) FY23 FY22
restated (full restated
year)
Revenue
--------- ----------- ------- ----------- -------- -----------
Advanced Nutrition 17.1 18.9 -9% -3% 78.5 80.3
--------- ----------- ------- ----------- -------- -----------
Genetics 16.9 18.0 -6% 2% 65.5 57.4
--------- ----------- ------- ----------- -------- -----------
Health 2.6 5.6 -53% -50% 25.5 20.1
--------- ----------- ------- ----------- -------- -----------
Adjusted EBITDA(1)
--------- ----------- ------- ----------- -------- -----------
Advanced Nutrition 3.5 4.7 -26% -20% 18.4 19.0
--------- ----------- ------- ----------- -------- -----------
Genetics 5.4 6.1 -11% -5% 15.7 17.4
--------- ----------- ------- ----------- -------- -----------
* Net of fair value movements in biological assets 7.2 6.9 4% 10% 15.8 15.8
--------- ----------- ------- ----------- -------- -----------
Health (0.9) 0.6 4.8 0.1
--------- ----------- ------- ----------- -------- -----------
* 2022 figures have been restated to reflect changes to the
ongoing continuing business during the year following the disposal
of the tilapia business
** 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 and disposal related expenditure.
Enquiries
For further information, please contact:
Benchmark Holdings plc Tel: 0114 240 9939
Trond Williksen, CEO
Septima Maguire, CFO
Ivonne Cantu, Investor Relations
Deutsche Numis (Broker and NOMAD) Tel: 020 7260 1000
Freddie Barnfield, Duncan Monteith, Sher
Shah
MHP Tel: 020 3128 8100
Katie Hunt, Reg Hoare
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
Q4 FY23 financial results were soft compared to the prior year
but overall the Group performed well, maintaining momentum and
commercial focus, and is well positioned for the year ahead. In
Advanced Nutrition, prevailing conditions in the shrimp markets
continued to impact demand for our products and revenues in the
period. In Health we experienced low activity for Ectosan(R) Vet
and CleanTreat(R) treatments with customers delaying use of our
solution compared to last year, as they assessed the severity of
sea lice in their farms. Post period-end we have seen increased
use. Performance in Genetics was solid but comparatively behind Q4
FY22 which benefitted from bumper demand for our salmon eggs as a
result of supply constraints in the market. Together, these factors
led to Group revenues from continuing operations of GBP36.6m, 14%
behind the prior year (-7% CER).
Despite high inflationary pressure, operating costs in Q4 FY23
were GBP10.9m, 17% below the prior year (Q4 FY22: GBP13.1m) due to
the timing of some of the variable costs in the year and ongoing
cost control. Furthermore, Q4 FY23 has seen the benefit of some of
the restructuring of our cost base in Health and Advanced
Nutrition. Further details are given in the business area narrative
below. R&D expenses were GBP1.6m, 20% below the prior year
driven by a reduction in Genetics R&D in the period.
Adjusted EBITDA from continuing operations for the quarter was
GBP7.4m, 21% below the prior year (Q4 FY22: GBP9.4m) primarily as a
result of lower sales, partially offset by a reduction in operating
costs. Excluding fair value movements from biological assets,
Adjusted EBITDA from continuing operations was GBP9.2m, 10% below
the prior year. Our Adjusted EBITDA margin excluding fair value
movements was 25%, marginally ahead of the prior year.
Advanced Nutrition
Q4 FY23 revenues in Advanced Nutrition were GBP17.1m, 9% behind
the prior year (Q4 FY22: GBP18.9m) (-3% CER) due to weak shrimp
markets as set out above. By product segment, revenue from Diets
was GBP8.0m (Q4 FY22: GBP8.5m) followed by Artemia GBP7.0m (Q4
FY22: GBP8.2m) and Health GBP2.1m (Q4 FY22: GBP2.4m).
Adjusted EBITDA of GBP3.5m was 26% lower than the prior year (Q4
FY22: GBP4.7m) primarily due to lower sales, lower infringement
fees and higher bad debt provisions. Operating costs of GBP5.9m
were 5% down Q4 FY22 (up 2% CER). R&D expenses totalled GBP0.7m
(Q4 FY22: GBP0.6m). The Adjusted EBITDA margin was 20% (Q4 FY22:
25%).
Despite the comparatively soft performance against last year,
the continued commercial focus and efficiencies implemented in FY23
mean that our Advanced Nutrition business will emerge stronger from
a period of weakness in the shrimp market. We have further
strengthened our market position and continued to innovate as
evidenced by the launch of our first AI-enabled tool. Our dedicated
technical support team in our local markets which help our
customers optimise the use of our products has been instrumental to
our commercial effort and will help drive future growth.
Genetics
Revenues from continuing operations in the period were GBP16.9m,
6% behind prior year (Q4 FY22: GBP18.0m) (+2% CER). While salmon
egg volume of 84 million was 8 million lower than the prior year,
this represents a strong performance against an exceptional Q4 FY22
when we experienced very high demand due a supply shortage in the
market. Harvest revenues were GBP1.8m higher than the prior year
driven by higher volumes harvested in the quarter. Shrimp revenues
at GBP0.3m were GBP0.4m behind prior year (Q4 FY22: GBP0.7m) as we
continue to work on the development of the next generation of
products.
Adjusted EBITDA from continuing operations was GBP5.4m, 11%
lower than the prior year (Q4 FY22: GBP6.1m) primarily due to lower
sales. However, adjusted EBITDA from continuing operations
excluding the fair value movements from biological assets was
GBP7.2m, 4% ahead of the prior year (Q4 FY22: GBP6.9m). As a
result, the Adjusted EBITDA margin excluding biological asset
movements increased to 43% (Q4 FY22: 38%).
By species, despite lower egg sales, salmon delivered an
excellent performance with Adjusted EBITDA of GBP6.3m (Q4 FY22:
GBP6.7m) and after fair value movements of GBP8.1m (Q4 FY22: 7.6m).
In shrimp, lower revenues led to a higher Adjusted EBITDA loss of
GBP0.9m (Q4 FY22: loss of GBP0.6m) and tilapia, now discontinued,
delivered an Adjusted EBITDA loss before exceptional items of
GBP0.3m (Q4 FY22: loss of GBP0.7m).
Health
Performance in Health was affected by low levels of sea lice
treatments in the period which impacted revenues and resulted in
low capacity utilisation of our CleanTreat(R) infrastructure.
Revenues were GBP2.6m (Q4 FY22: GBP5.6m). Adjusted EBITDA in the
period was a loss of GBP0.9m (Q4 FY22: GBP0.6m). Post period end we
have experienced increased demand for Ectosan(R) Vet and
CleanTreat(R) and we have good visibility for Q1 FY24. Beyond Q1
FY24 we expect normal seasonality. Operating costs were 23% below
the prior year at GBP1.4m (Q4 FY22: GBP1.8m) partially as a result
of efficiencies resulting from the integration of the salmon
activities across Health and Genetics. R&D expenses were flat
against the prior year at GBP0.1m. Costs associated with the leases
of the vessels for the CleanTreat(R) units amounted to GBP1.9m.
Sales of Salmosan(R) Vet in the period were GBP1.0m, 34% behind
prior year (Q4 FY22: GBP1.6m). The drop is driven by the timing of
orders in one of our key markets while the rest of the regions
reported growth in the period.
Finance costs, cashflow and net debt
Net finance cost for the quarter of GBP5.0m are in line with the
prior year (Q4 FY22: GBP5.0m). Movements in the quarter in the fair
value of our financial instruments taken out to hedge our external
borrowings caused a charge of GBP1.6m, (Q4 FY22: GBP5.3m). Interest
charges for the period of GBP3.0m (Q4 FY22: GBP4.2m) reflected
higher interest charges being more than offset by lower
amortisation of deferred financing costs and a one-off fee for
early settlement upon refinancing in Q4 FY22. These lower finance
costs were offset by foreign exchange movements which led to a
foreign exchange loss of GBP0.2m compared to a gain of GBP5.4m in
Q4 FY22.
Positive operating cashflows from strong trading in the quarter
and tight cost control left the Group with cash balances of
GBP36.5m at the end of the period (Q4 FY22: GBP36.4m). This left
net debt at the quarter end at GBP65.5m (Q4 FY22: GBP73.7m). Net
debt excluding lease liabilities was GBP45.6m (Q4 FY22:
GBP47.5m).
Outlook
We have had a good start to the year and there is good momentum
in the business. We have good visibility of sales in Genetics at
normalised levels following the supply shortage experienced Q1
FY23. In Advanced Nutrition we are seeing early signs of recovery
in the shrimp markets which we expect will contribute positively
from Q2 FY24 onwards. Our CleanTreat(R) units are currently
operating at a good capacity utilisation and we expect this to be
reflected in Q1 FY24. We expect normal seasonality with low
treatment volumes in the second half. We are considering actions to
optimise our operations and cashflow during the transition to an
integrated customer solution. The continued integration and
streamlining of the Group will enable us to further leverage the
Group capabilities and drive efficiencies contributing to a
positive outlook for the year ahead.
Looking into the future, we are uniquely positioned in an
industry that is structurally growing. With a clear strategy
addressing the main aquaculture species, we have significant
opportunity to deliver growth and shareholder returns. We will
continue the development of the Group and ongoing consideration of
our strategy to realise the value inherent in our business for the
benefit of all our stakeholders.
Q4 2022 FY 2022
Q4 2023 Restated* FY 2023 Restated*
All figures in GBP000's Notes (unaudited) (unaudited) (unaudited) (audited)
------------------------------------ ------ -------------- -------------- -------------- ------------
Revenue 4 36,591 42,448 169,476 157,707
Cost of sales (16,674) (17,895) (82,726) (73,777)
------------------------------------ ------
Gross profit 19,917 24,553 86,750 83,930
Research and development
costs (1,592) (1,991) (6,069) (6,634)
Other operating costs (10,865) (13,124) (45,157) (44,095)
Share of (loss)/profit of
equity-accounted investees,
net of tax (33) (57) (32) (595)
------------------------------------ ------ -------------- -------------- -------------- ------------
Adjusted EBITDA(2) 7,427 9,381 35,492 32,606
Exceptional - restructuring,
acquisition and disposal
related items 6 (686) (423) (3,904) 16
------------------------------------ ------ -------------- -------------- -------------- ------------
EBITDA(1) 6,741 8,958 31,588 32,622
Depreciation and impairment (4,769) (4,588) (18,409) (19,692)
Amortisation and impairment (4,265) (5,440) (18,495) (19,161)
------------------------------------ ------ -------------- -------------- -------------- ------------
Operating loss (2,293) (1,070) (5,316) (6,231)
Finance cost 7 (6,602) (12,229) (15,048) (19,893)
Finance income 7 1,643 7,219 7,670 4,741
------------------------------------ ------ -------------- -------------- -------------- ------------
Loss before taxation (7,252) (6,080) (12,694) (21,383)
Tax on loss 8 (1,958) (2,074) (3,365) (7,268)
------------------------------------ ------ -------------- --------------
Loss from continuing operations (9,210) (8,154) (16,059) (28,651)
------------------------------------ ------ -------------- -------------- -------------- ------------
Discontinued operations
Loss from discontinued operations,
net of tax 5 (4,333) (715) (5,505) (1,800)
------------------------------------ ------ -------------- -------------- -------------- ------------
(13,543) (8,869) (21,564) (30,451)
------------------------------------ ------ -------------- -------------- -------------- ------------
Loss for the year attributable
to:
- Owners of the parent (13,853) (9,561) (23,146) (32,087)
- Non-controlling interest 310 692 1,582 1,636
------------------------------------ ------ --------------
(13,543) (8,869) (21,564) (30,451)
------------------------------------ ------ -------------- -------------- -------------- ------------
Earnings per share
Basic loss per share (pence) 9 (1.87) (1.36) (3.16) (4.60)
Diluted loss per share (pence) 9 (1.87) (1.36) (3.16) (4.60)
Earnings per share - continuing
operations
Basic loss per share (pence) 9 (1.29) (1.26) (2.41) (4.34)
Diluted loss per share (pence) 9 (1.29) (1.26) (2.41) (4.34)
------------------------------------ ------ -------------- -------------- -------------- ------------
Adjusted EBITDA from continuing
operations 7,427 9,381 35,492 32,606
Adjusted EBITDA from discontinued
operations (335) (623) (1,254) (1,425)
Total Adjusted EBITDA 7,092 8,758 34,238 31,181
------------------------------------ ------ -------------- -------------- -------------- ------------
1 EBITDA - Earnings before interest, tax, depreciation,
amortisation, and impairment
2 Adjusted EBITDA - EBITDA before exceptional items including
acquisition related items
* 2022 numbers have been restated to reflect certain operations
of the Group that have been classified as
discontinued operations during the period in line with IFRS 5
FY
Q4 2023 Q4 2022 FY 2023 2022
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
--------------------------------------- --- -------------- -------------- -------------- ------------
Loss for the period (13,543) (8,869) (21,564) (30,451)
Other comprehensive income
Items that are or may be reclassified
subsequently to profit or loss
Foreign exchange translation
differences 11,691 23,225 (23,475) 47,606
Cash flow hedges - changes in
fair value 773 2,047 (2,123) 2,627
Cash flow hedges - reclassified
to profit or loss (1,501) 2,387 2,623 2,546
Total comprehensive income
for the period (2,580) 18,790 (44,539) 22,328
-------------------------------------------- -------------- -------------- -------------- ------------
Total comprehensive income
for the period attributable
to:
- Owners of the parent (3,154) 18,109 (45,404) 20,326
- Non-controlling interest 574 681 865 2,002
--------------------------------------------
(2,580) 18,790 (44,539) 22,328
------------------------------------------- -------------- -------------- -------------- ------------
Total comprehensive income for
the period attributable to owners
of the parent:
- Continuing operations 1,128 18,277 (39,777) 21,509
- Discontinued operations* (4,282) (168) (5,627) (1,183)
--------------------------------------------
(3,154) 18,109 (45,404) 20,326
------------------------------------------- -------------- -------------- -------------- ------------
* Total comprehensive income for the period relating to
discontinued operations for Q4 2023 includes the loss of
GBP4,333,000 (Q4 2022: GBP715,000) and foreign exchange gain of
GBP51,000 (Q4 2022: GBP547,000). FY23 includes the loss of
GBP5,505,000 (2022: GBP1,800,000) and foreign exchange loss of
GBP122,000 (2022: gain of GBP617,000).
The accompanying notes are an integral part of this consolidated
financial information.
30 September 30 September
2023 2022
All figures in GBP000's Notes (unaudited) (audited)
------------------------------------------ ------ -------------- --------------
Assets
Property, plant and equipment 73,411 81,900
Right-of-use assets 19,804 27,034
Intangible assets 206,077 245,264
Equity-accounted investees 3,558 3,113
Other investments 14 15
Biological and agricultural assets 18,406 20,878
Non-current assets 321,270 378,204
------------------------------------------ ------ -------------- --------------
Inventories 25,269 29,813
Biological and agricultural assets 27,586 25,780
Trade and other receivables 59,795 56,377
Cash and cash equivalents 36,525 36,399
------------------------------------------ ------ -------------- --------------
149,175 148,369
Assets held for sale 10 850 -
Current assets 150,025 148,369
------------------------------------------ ------
Total assets 471,295 526,573
------------------------------------------ ------ -------------- --------------
Liabilities
Trade and other payables (47,329) (44,324)
Loans and borrowings 11 (20,045) (17,091)
Corporation tax liability (6,422) (10,211)
Provisions (1,280) (1,631)
------------------------------------------ ------ -------------- --------------
Current liabilities (75,076) (73,257)
------------------------------------------ ------ -------------- --------------
Loans and borrowings 11 (81,954) (93,045)
Other payables (6,842) (8,996)
Deferred tax (24,106) (27,990)
Provisions (700) -
------------------------------------------
Non-current liabilities (113,602) (130,031)
------------------------------------------ ------ -------------- --------------
Total liabilities (188,678) (203,288)
------------------------------------------ ------ -------------- --------------
Net assets 282,617 323,285
------------------------------------------ ------ -------------- --------------
Issued capital and reserves attributable
to owners of the parent
Share capital 12 739 704
Additional paid-in share capital 12 37,428 420,824
Capital redemption reserve 5 5
Retained earnings 183,489 (185,136)
Hedging reserve (203) (703)
Foreign exchange reserve 54,947 77,705
--------------
Equity attributable to owners of
the parent 276,405 313,399
Non-controlling interest 6,212 9,886
------------------------------------------ ------ --------------
Total equity and reserves 282,617 323,285
------------------------------------------ ------ -------------- --------------
The accompanying notes are an integral part of this consolidated
financial information.
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 2022
(audited) 704 420,824 77,710 (703) (185,136) 313,399 9,886 323,285
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
Comprehensive
income/(loss)
for the period
Profit/(loss)
for the
period - - - - (23,146) (23,146) 1,582 (21,564)
Other
comprehensive
income/(loss) - - (22,758) 500 - (22,258) (717) (22,975)
Total
comprehensive
income/(loss)
for the
period - - (22,758) 500 (23,146) (45,404) 865 (44,539)
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
Contributions
by and
distributions
to owners
Share issue 35 12,985 - - - 13,020 - 13,020
Share issue
costs
recognised
through
equity - (2,146) - - - (2,146) - (2,146)
Cancellation
of part
of share
premium
account
(note 10) - (394,235) - - 394,235 - - -
Share-based
payment - - - - 1,006 1,006 - 1,006
Total
contributions
by and
distributions
to owners 35 (383,396) - - 395,241 11,880 - 11,880
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
Changes in
ownership
Acquisition of
NCI - - - - (3,470) (3,470) (4,539) (8,009)
Total changes
in ownership
interests - - - - (3,470) (3,470) (4,539) (8,009)
Total
transactions
with owners
of the
Company 35 (383,396) - - 391,771 8,410 (4,539) 3,871
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
As at 30
September
2023
(unaudited) 739 37,428 54,952 (203) 183,489 276,405 6,212 282,617
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
As at 1
October 2021
(audited) 670 400,682 30,470 (5,876) (154,231) 271,715 7,884 279,599
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
Comprehensive
income/(loss)
for the period
Profit/(loss)
for the
period - - - - (32,087) (32,087) 1,636 (30,451)
Other
comprehensive
income/loss) - - 47,240 5,173 - 52,413 366 52,779
Total
comprehensive
income/(loss)
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
--------------- --------- ------------ ----------- --------- ---------- -------------- ------------- ---------
*Other reserves in this statement is an aggregation of capital
redemption reserve and foreign exchange reserves
30 September 30 September
2023 2022
Notes (unaudited) (audited)
---------------------------------------------- ------ ------------- --------------
Cash flows from operating activities
Loss for the period (21,564) (30,451)
Adjustments for:
Depreciation and impairment of property,
plant and equipment 8,453 8,602
Depreciation and impairment of right-of-use
assets 10,260 11,293
Other adjustments for non-cash items - (276)
Amortisation and impairment of intangible
fixed assets 18,495 19,161
Profit on sale of property, plant and
equipment (121) (43)
Loss on sale of discontinued operation 3,774 -
Finance income (2,802) (319)
Finance costs 10,535 18,437
Increase in fair value of contingent
consideration receivable - (1,203)
Share of loss of equity-accounted investees,
net of tax 32 595
Foreign exchange gains (1,814) (3,985)
Share-based payment expense 1,006 1,182
Tax expense 3,365 7,274
Increase in trade and other receivables (6,570) (8,511)
Decrease/(increase) in inventories 2,876 (5,406)
Increase in biological and agricultural
assets (1,659) (6,099)
Increase in trade and other payables 3,909 6,948
Increase in provisions 386 1,058
---------------------------------------------- ------ ------------- --------------
28,561 18,257
Income taxes paid (8,556) (7,447)
---------------------------------------------- ------ ------------- --------------
Net cash flows generated from operating
activities 20,005 10,810
---------------------------------------------- ------ ------------- --------------
Investing activities
Acquisition of subsidiaries 15 (48) -
Purchase of investments in associates (558) (378)
Receipts from disposal of subsidiaries 1,250 1,544
Purchases of property, plant and equipment (5,953) (10,808)
Purchase of intangibles (196) (205)
Capitalised research and development
costs (632) (1,708)
Proceeds from sale of fixed assets 227 220
Cash receipts from swap contracts 11 -
Interest received 627 119
Net cash flows used in investing activities (5,272) (11,216)
---------------------------------------------- ------ ------------- --------------
Financing activities
Proceeds of share issues 13,020 20,737
Share-issue costs recognised through
equity (2,146) (562)
Acquisition of minority interests in
subsidiaries 15 (8,009) -
Proceeds from bank or other borrowings 21,847 67,939
Repayment of bank or other borrowings (18,470) (74,874)
Interest and finance charges paid (9,131) (9,629)
Repayments of lease liabilities (9,438) (10,533)
---------------------------------------------- --------------
Net cash used in financing activities (12,327) (6,922)
---------------------------------------------- ------ ------------- --------------
Net increase/(decrease) in cash and
cash equivalents 2,406 (7,328)
Cash and cash equivalents at beginning
of period 36,399 39,460
Effect of movements in exchange rate (2,280) 4,267
---------------------------------------------- --------------
Cash and cash equivalents at end of
period 36,525 36,399
---------------------------------------------- ------ ------------- --------------
1. Basis of preparation
Benchmark Holdings plc (the 'Company') is a company incorporated
and domiciled in the United Kingdom. These consolidated quarterly
financial statements as at and for the year ended 30 September 2023
comprises those of the Company and its subsidiaries (together
referred to as the 'Group').
These consolidated quarterly financial statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006 and are unaudited. These financial
statements 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. The Group's last annual statutory financial
statements as at and for the year ended 30 September 2022 were
prepared in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act
2006 as it applies to companies reporting under those standards
("Adopted IFRS") and are available from the Company's website at
www.benchmarkplc.com .
The prior year comparatives are derived from audited financial
information for Benchmark Holdings plc Group as set out in the
Annual Report and Accounts for the year ended 30 September 2022 and
the unaudited financial information in the Quarterly Financial
Report for the year ended 30 September 2022. The comparative
figures for the financial year ended 30 September 2022 are not the
Company's statutory accounts for that financial year. Those
accounts were approved by the Directors on 30 November 2022 and
have been delivered to the Registrar of Companies. The audit report
received on those accounts was (i) unqualified and (ii) did not
include a reference to any matters to which the external auditor
drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498(2) or (3)
of the Companies Act 2006.
Statement of Compliance
These consolidated quarterly financial statements have been
prepared in accordance with UK and EU adopted IAS 34 'Interim
Financial Reporting'. These financial statements do not include all
of the information required for the full annual financial
statements and should be read in conjunction with the Group's
latest annual consolidated financial statements as at and for the
year ended 30 September 2023. These consolidated quarterly
financial statements were approved by the Board of Directors on 29
November 2023.
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 2023 the Group had net assets of GBP282.6m
(30 September 2022: GBP323.3m), including cash of GBP36.5m (30
September 2022: GBP36.4m) as set out in the consolidated balance
sheet. The Group made a loss for the year from continuing
operations of GBP16.1m (year ended 30 September 2022: loss
GBP28.7m), and a loss for the year from discontinued operations of
GBP5.5m (year ended 30 September 2022: loss GBP1.8m).
As noted in the Management Report, the business has performed
steadily during the year, showing resilience to some tough market
conditions towards the end of the year. 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 reduction in short-term treatment
capacity. Key downside sensitivities modelled in other areas
included assumptions on slower commercialisation of SPR shrimp,
slower salmon egg sales growth in Chile and removal of an
additional financing opportunity within Genetics, along with
sensitivities on sales growth in revenues and pressure on pricing
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, tight control over new hires,
deferral of capital projects and temporary hold on R&D for
non-imminent products.
The refinancing exercise which commenced in FY22 was completed
in Q1 FY23, so that adequate finance facilities are in place, and
with financial instruments in place to fix interest rates and
opportunities available to mitigate globally high inflation rates,
the Group continues to show resilience against current global
economic pressures. The Directors are therefore confident that even
under all of the above sensitivity analysis, the Group has
sufficient liquidity and resources throughout the period under
review whilst still maintaining adequate headroom against the
borrowing covenants. They 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.
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 2023.
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 13).
Furthermore, the Directors also refer to current period results
using constant currency, which are derived by retranslating current
period results using the 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 2023.
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.
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.
3. Segment information (continued)
Reconciliations of segmental information to IFRS measures
Segmental Revenue
-------------- -------------- -------------- ------------
Q4 2023 Q4 2022 FY 2023 FY 2022
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
--------------------------- -------------- -------------- -------------- ------------
Genetics 16,884 18,314 65,791 58,008
Advanced Nutrition 17,111 18,872 78,503 80,286
Health 2,643 5,602 25,514 20,135
Corporate 1,448 902 5,747 5,120
Inter-segment sales (1,472) (932) (5,811) (5,272)
Total 36,614 42,758 169,744 158,277
--------------------------- -------------- -------------- -------------- ------------
Segmental Adjusted EBITDA
--------------
Q4 2023 Q4 2022 FY 2023 FY 2022
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
---------------------------- --------------- --------------- -------------- -------------
Genetics 5,073 5,473 14,409 15,980
Advanced Nutrition 3,485 4,706 18,374 19,017
Health (853) 625 4,772 108
Corporate (613) (2,046) (3,317) (3,924)
Total 7,092 8,758 34,238 31,181
---------------------------- --------------- --------------- -------------- -------------
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before
taxation
------------------------------------------------------------------------------------------------------------
Q4 2023 Q4 2022 FY 2023 FY 2022
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
------------------------------------------- --------------- --------------- -------------- -------------
Total reportable segment Adjusted
EBITDA 7,705 10,804 37,555 35,105
Corporate Adjusted EBITDA (613) (2,046) (3,317) (3,924)
------------------------------------------- --------------- --------------- -------------- -------------
Adjusted EBITDA 7,092 8,758 34,238 31,181
Exceptional - restructuring, acquisition
and disposal related items (4,599) (423) (7,817) 16
Depreciation and impairment (4,845) (4,639) (18,713) (19,897)
Amortisation and impairment (4,265) (5,440) (18,495) (19,161)
Net finance costs (4,968) (5,051) (7,412) (15,316)
Loss before taxation (11,585) (6,795) (18,199) (23,177)
------------------------------------------- --------------- --------------- -------------- -------------
Reconciliation of segmental information to IFRS measures - Revenue
and Loss before tax
-------------------------------------------------------------------------------------------------------------
Revenue
Q4 2023 Q4 2022 FY 2023 FY 2022
(unaudited) (unaudited) (unaudited) (audited)
-------------------------------------------- --------------- --------------- -------------- -------------
Total revenue per segmental information 36,614 42,758 169,744 158,277
Less: revenue from discontinued
operations (23) (310) (268) (570)
-------------------------------------------- --------------- --------------- -------------- -------------
Consolidated revenue 36,591 42,448 169,476 157,707
-------------------------------------------- --------------- --------------- -------------- -------------
Loss before tax
Q4 2023 Q4 2022 FY 2023 FY 2022
(unaudited) (unaudited) (unaudited) (audited)
-------------------------------------------- --------------- --------------- -------------- -------------
Loss before tax per segmental information (11,585) (6,795) (18,199) (23,177)
Less: loss before tax from discontinued
operations 4,333 715 5,505 1,794
-------------------------------------------- --------------- --------------- -------------- -------------
Consolidated loss before tax (7,252) (6,080) (12,694) (21,383)
-------------------------------------------- --------------- --------------- -------------- -------------
4. Revenue
The Group's operations and main revenue streams are those
described in its financial statements to 30 September 2023. 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 2023 (unaudited)
---------------- -------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Sale of
goods 15,645 17,091 1,885 - - 34,621 23 34,598
Provision
of services 1,235 - 758 - - 1,993 - 1,993
Inter-segment
sales 4 20 - 1,448 (1,472) - - -
16,884 17,111 2,643 1,448 (1,472) 36,614 23 36,591
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
3 months ended 30 September 2022 (unaudited)
---------------- -------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Sale of
goods 17,449 18,852 4,085 - - 40,386 310 40,076
Provision
of services 855 - 1,517 - - 2,372 - 2,372
Inter-segment
sales 10 20 - 902 (932) - - -
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
18,314 18,872 5,602 902 (932) 42,758 310 42,448
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
12 months ended 30 September 2023 (unaudited)
---------------- -------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Sale of
goods 61,372 78,449 17,707 - - 157,528 268 157,260
Provision
of services 4,409 - 7,807 - - 12,216 - 12,216
Inter-segment
sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 268 169,476
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
12 months ended 30 September 2022 (audited)
---------------- -------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Sale of
goods 53,978 80,191 13,528 - - 147,697 570 147,127
Provision
of services 3,973 - 6,607 - - 10,580 - 10,580
Inter-segment
sales 57 95 - 5,120 (5,272) - - -
---------------- ---------- ----------- -------- ----------- ---------------
58,008 80,286 20,135 5,120 (5,272) 158,277 570 157,707
---------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
4. Revenue (continued)
Primary geographical markets
3 months ended 30 September 2023 (unaudited)
--------------- ------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
--------------- ---------- ----------- -------- ----------- --------------- ------- -------------- ------------
Norway 8,756 206 1,990 - - 10,952 - 10,952
Vietnam - 3,740 - - - 3,740 - 3,740
India - 2,047 - - - 2,047 - 2,047
Iceland 3,205 - - - - 3,205 - 3,205
Ecuador - 1,749 - - - 1,749 - 1,749
Canada 879 23 - - - 902 - 902
Turkey 37 1,068 - - - 1,105 - 1,105
Faroe Islands 1,172 - 254 - - 1,426 - 1,426
Greece - 790 - - - 790 - 790
China 106 477 - - - 583 - 583
UK 1,623 32 42 - - 1,697 - 1,697
Chile 359 - 357 - - 716 - 716
Rest of Europe 321 749 - - - 1,070 - 1,070
Rest of World 422 6,210 - - - 6,632 23 6,609
Inter-segment
sales 4 20 - 1,448 (1,472) - - -
16,884 17,111 2,643 1,448 (1,472) 36,614 23 36,591
--------------- ---------- ----------- -------- ----------- --------------- ------- -------------- ------------
3 months ended 30 September 2022 (unaudited)
--------------- ------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
--------------- ---------- ----------- -------- ----------- --------------- ------- -------------- ------------
Norway 11,151 313 4,204 - - 15,668 - 15,669
Vietnam - 360 - - - 360 - 360
India 38 1,074 - - - 1,112 - 1,112
Iceland 1,975 1 - - - 1,976 - 1,976
Ecuador - 2,606 - - - 2,606 - 2,606
Canada 542 - 933 - - 1,475 - 1,475
Turkey - 1,314 - - - 1,314 - 1,314
Faroe Islands 1,539 2 209 - - 1,750 - 1,750
Greece - 931 - - - 931 - 931
China 158 1,199 - - - 1,357 - 1,357
UK 1,099 26 33 - - 1,158 8 1,150
Chile 237 8 222 - - 467 - 467
Rest of Europe 184 844 - - - 1,028 - 1,028
Rest of World 1,381 10,174 1 - - 11,556 302 11,253
Inter-segment
sales 10 20 (0) 902 (932) - - -
18,314 18,872 5,602 902 (932) 42,758 310 42,448
--------------- ---------- ----------- -------- ----------- --------------- ------- -------------- ------------
4. Revenue (continued)
Primary geographical markets (continued)
12 months ended 30 September 2023 (unaudited)
--------------- ------------------------------------------------------------------------- ------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
--------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Norway 39,008 899 19,596 - - 59,503 - 59,503
Vietnam - 11,087 - - - 11,087 - 11,087
India - 9,743 - - - 9,743 - 9,743
Iceland 7,343 - - - - 7,343 - 7,343
Ecuador 38 7,257 - - - 7,295 - 7,295
Canada 3,071 96 4,032 - - 7,199 - 7,199
Turkey 93 7,009 - - - 7,102 - 7,102
Faroe Islands 6,160 - 718 - - 6,878 - 6,878
Greece - 6,759 - - - 6,759 - 6,759
China 327 4,502 - - - 4,829 - 4,829
UK 3,957 85 177 - - 4,219 - 4,219
Chile 1,824 12 991 - - 2,827 - 2,827
Rest of
Europe 1,470 4,879 - - - 6,349 - 6,349
Rest of
World 2,490 26,121 - - - 28,611 268 28,343
Inter-segment
sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 268 169,476
--------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
12 months ended 30 September 2022 (audited)
--------------- -------------------------------------------------------------------------
All figures Advanced Inter-segment
in GBP000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
--------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
Norway 34,666 967 15,571 - - 51,204 - 51,204
Vietnam 32 10,512 - - - 10,544 - 10,544
India 619 12,001 - - - 12,620 - 12,620
Iceland 6,215 - - - - 6,215 - 6,215
Ecuador 18 6,472 - - - 6,490 - 6,490
Canada 1,348 65 2,907 - - 4,320 - 4,320
Turkey - 6,419 - - - 6,419 - 6,419
Faroe Islands 5,465 9 587 - - 6,061 - 6,061
Greece 2 6,197 - - - 6,199 - 6,199
China 313 4,329 - - - 4,642 - 4,642
UK 4,318 93 199 - - 4,610 54 4,556
Chile 1,006 15 871 - - 1,892 - 1,892
Rest of Europe 895 4,056 - - - 4,951 - 4,951
Rest of World 3,054 29,056 - - - 32,110 516 31,594
Inter-segment
sales 57 95 - 5,120 (5,272) - - -
58,008 80,286 20,135 5,120 (5,272) 158,277 570 157,707
--------------- ---------- ----------- -------- ----------- --------------- -------- -------------- ------------
5. Discontinued operations
During the year, the group divested its Tilapia business for
consideration of USD 1 in a management buy out. Consequently,
these
operations have been classified as discontinued in the current
year with a corresponding restatement of the consolidated
income
statement and OCI for the year ended 30 September 2022 to
reflect these changes.
Summary of restatement of FY 2022 results as reported in FY 2022
financial statements
Discontinued
Continuing operations operations
Loss
from Loss
Adjusted continuing from discontinued
All figures in GBP000's Revenue EBITDA operations operations
As stated in financial year 2022 financial
statements 158,277 31,181 (30,451) -
Reclassified in Q1 (81) 269 361 (361)
As stated in Q1 2023 financial statements 158,196 31,450 (30,090) (361)
Reclassified in Q2 (106) 267 359 (359)
As stated in Q2 2023 financial statements 158,089 31,717 (29,730) (721)
Reclassified in Q3 (72) 266 359 (359)
As stated in Q3 2023 financial statements 158,017 31,984 (29,372) (1,079)
Reclassified in Q4 (310) 622 721 (721)
-------------------------------------------- ----------- ----------- ------------ -------------------
As stated in Q4 2023 financial statements 157,707 32,606 (28,651) (1,800)
-------------------------------------------- ----------- ----------- ------------ -------------------
Results from discontinued operations
Q4 FY22 FY22
Q4 FY23 Restated FY23 Restated
GBP000 GBP000 GBP000 GBP000
--------------------------------------- -------- --------- -------- ---------
Revenue 23 310 268 570
Cost of sales (217) (730) (973) (1,372)
---------------------------------------
Gross profit (194) (420) (705) (802)
Research and development costs (42) (37) (59) (57)
Other operating costs (99) (166) (490) (566)
--------------------------------------- -------- --------- -------- ---------
Adjusted EBITDA (335) (623) (1,254) (1,425)
Exceptional loss on disposal (3,913) - (3,913) -
--------------------------------------- -------- --------- -------- ---------
EBITDA (4,248) (623) (5,167) (1,425)
Depreciation and impairment (76) (51) (304) (205)
--------------------------------------- -------- --------- -------- ---------
Operating loss / Loss before taxation (4,324) (674) (5,471) (1,630)
Net finance costs (9) (41) (34) (164)
--------------------------------------- -------- --------
Loss before taxation (4,333) (715) (5,505) (1,794)
Tax on loss - - - (6)
--------------------------------------- --------- ---------
Loss from discontinued operations (4,333) (715) (5,505) (1,800)
--------------------------------------- -------- --------- -------- ---------
Exceptional items within discontinued operations
Q4 FY22 FY22
Q4 FY23 Restated FY23 Restated
GBP000 GBP000 GBP000 GBP000
-------------------------------------- -------- --------- ------- ---------
Loss on disposal of trade and assets 3,774 - 3,774 -
Other costs relating to disposals 139 - 139 -
--------- ---------
Total exceptional loss on disposal 3,913 - 3,913 -
-------------------------------------- -------- --------- ------- ---------
Results from discontinued operations by segment
The results from discontinued operations relate solely to the
Genetics operating segment.
6. Exceptional items from continuing operations - restructuring,
acquisition and disposal 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.
All figures in GBP000's Q4 2023 Q4 2022 FY 2023 FY 2022
(unaudited) Restated (unaudited) Restated
(unaudited) (audited)
--------------------------------- --- -------------- -------------- -------------- ------------
Acquisition related items 73 - 652 -
Exceptional restructuring costs 645 1,668 3,470 1,229
Disposal related items (32) (1,245) (218) (1,245)
Total exceptional items 686 423 3,904 (16)
-------------------------------------- -------------- -------------- -------------- ------------
Acquisition related items comprise fees incurred in the year in
connection with an aborted acquisition.
Exceptional costs include: GBP2,598,000 (2022: GBP843,000) of
legal and professional costs in relation to preparing for listing
the Group on the Oslo stock exchange, and GBP872,000 (2022:
GBP276,000) relating to restructuring costs.
Disposal related items include a credit of GBP235,000 (2022:
GBP1,203,000) 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) totalling GBP17,000 relating to additional costs
and disposals proceeds relating to disposals that occurred in
2020.
7. Net finance costs
All figures in GBP000's Q4 2023 Q4 2022 FY 2023 FY 2022
(unaudited) Restated (unaudited) Restated
(unaudited) (audited)
------------------------------------------- -------------- -------------- -------------- ------------
Interest received on bank deposits 155 86 627 319
Foreign exchange gains on financing
activities - 7,133 158 4,422
Foreign exchange gains on operating
activities 1,488 - 4,709 -
Cash flow hedges - ineffective portion - - 2,176 -
of changes in fair value
-------------------------------------------
Finance income 1,643 7,219 7,670 4,741
------------------------------------------- -------------- -------------- -------------- ------------
Leases (interest portion) (383) (988) (1,620) (1,580)
Cash flow hedges - reclassified from
OCI - (2,546) - (2,546)
Cash flow hedges - ineffective portion
of changes in fair value (1,547) (2,753) - (4,475)
Foreign exchange losses on operating
activities (1,701) (843) (4,547) (1,620)
Foreign exchange losses on financing - (898) - -
activities
Interest expense on financial liabilities
measured at amortised cost (2,971) (4,201) (8,881) (9,672)
Finance costs (6,602) (12,229) (15,048) (19,893)
------------------------------------------- -------------- -------------- -------------- ------------
Net finance costs recognised in profit
or loss (4,959) (5,010) (7,378) (15,152)
------------------------------------------- -------------- -------------- -------------- ------------
8. Taxation
Q4 2022 FY 2022
Q4 2023 Restated FY 2023 Restated
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
------------------------------------ --- -------------- -------------- -------------- ------------
Analysis of charge in period
Current tax:
Current income tax expense
on profits for the period 2,519 4,124 6,178 11,721
Adjustment in respect of prior
periods (880) (39) (880) (39)
----------------------------------------- -------------- -------------- -------------- ------------
Total current tax charge 1,639 4,085 5,298 11,682
Deferred tax:
Origination and reversal of
temporary differences 319 (2,011) (1,933) (4,414)
Deferred tax movements in respect
of prior periods - - - -
------------------------------------ --- -------------- -------------- -------------- ------------
Total deferred tax charge/(credit) 319 (2,011) (1,933) (4,414)
-
------------------------------------ --- -------------- -------------- -------------- ------------
Total tax charge on continuing
operations 1,958 2,074 3,365 7,268
----------------------------------------- -------------- -------------- -------------- ------------
9. 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 2023 Restated FY 2023 FY 2022
(unaudited) (unaudited) (unaudited) (audited)
------------------------------------- -------------- -------------- -------------- ------------
Loss attributable to equity holders
of the parent (GBP000)
Continuing operations (9,520) (8,846) (17,641) (30,287)
Discontinued operations (4,333) (715) (5,505) (1,800)
Total (13,853) (9,561) (23,146) (32,087)
------------------------------------- -------------- -------------- -------------- ------------
Weighted average number of shares
in issue (thousands) 739,300 703,961 731,935 698,233
Basic loss per share (pence)
Continuing operations (1.29) (1.26) (2.41) (4.34)
Discontinued operations (0.59) (0.10) (0.75) (0.26)
Total (1.87) (1.36) (3.16) (4.60)
------------------------------------- -------------- -------------- -------------- ------------
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 8,948,132 (2022: 6,240,304) potential ordinary shares
have not been included within the calculation of statutory diluted
loss per share for the period as they are anti-dilutive and reduce
the loss per share. However, these potential ordinary shares could
dilute earnings per share in the future. The diluted and basic loss
per share are the same for both continuing and discontinued.
10. Assets held for sale
During the year, management committed to sell certain property,
plant and equipment with a market value of GBP850,000 which is held
within the Health business area.
Transferred Total
to held Fair value assets
All figures in GBP000's for sale adjustment transferred
------------------------------- ------------ ------------ -------------
Property, plant and equipment 850 - 850
Total Assets held for sale 850 - 850
-------------------------------- ------------ ------------ -------------
11. Loans and borrowings
FY 2023 FY 2022
All figures in GBP000's (unaudited) (audited)
------------------------------ ------------ ----------
Non-Current
2025 750m NOK Loan notes 57,604 61,976
Bank borrowings 16,799 17,226
Unamortised debt issue costs (742) (922)
Lease liabilities 8,293 14,765
------------------------------ ----------
81,954 93,045
------------------------------ ------------ ----------
Current
Bank borrowings 9,320 5,569
Unamortised debt issue costs (842) -
Lease liabilities 11,567 11,522
------------------------------ ----------
20,045 17,091
------------------------------ ------------ ----------
Total loans and borrowings 101,999 110,136
------------------------------ ------------ ----------
The holders of ordinary shares are entitled to one vote per
share at meetings of the company, and to receive dividends from
time
to time as declared.
At 30 September 2023 the fair value of the unsecured floating
rate listed green bond of NOK 750m was NOK 791m.
On 21 November 2022, the Group refinanced its 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.
Benchmark Genetics Salten AS had the following loans (which are
ring-fenced debt without recourse to the remainder of the
Group) at 30 September 2023:
-- Term loan with a balance of NOK 171.9m provided by Nordea
Bank Norge Abp. The loan is a five-year term loan maturing no later
than January 2028 at an interest rate of 2.5% above three-month
NIBOR. This loan refinanced the previous term loan from the same
bank when the outstanding balance of NOK 162 million was repaid in
February 2023.
-- NOK 20.0m 12-month working capital facility provided by
Nordea Bank Norge Abp. This was undrawn at 30 September 2023 (2022:
undrawn).
-- Term loan with a balance of NOK 35.5m (2022: NOK 40.1m)
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 2023 was 7.45%. The interest rate on this loan is
variable.
-- A new term loan with a balance of NOK 10.0m provided by
Innovasjon Norge. The loan is a 15-year term loan maturing in July
2038. The interest rate on this loan at 30 September 2023 was
7.45%. The interest rate on this loan is variable.
-- NOK 21.75m loan provided by Salten Stamfisk AS (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.
The lease liabilities are secured on the assets to which they
relate.
12. Share capital and additional paid-in share capital
Additional
paid-in
Share share
Number Capital capital
Allotted, called up and fully paid GBP000 GBP000
---------------------------------------------- ------------ --------- -----------
Ordinary shares of 0.1 pence each
Balance at 30 September 2022 703,960,798 704 420,824
Exercise of share options 202,242 - -
Shares issued through placing and open offer 35,189,350 35 10,839
Cancellation of part of the share premium
account - - (394,235)
Balance at 30 September 2023 739,352,390 739 37,428
---------------------------------------------- ------------ --------- -----------
The holders of ordinary shares are entitled to one vote per
share at meetings of the company, and to receive dividends from
time to time as declared.
During the year ended 30 September 2023, the Group issued a
total 202,242 ordinary shares of 0.1p each to certain employees of
the Group relating to share options, all of which were exercised at
a price of 0.1pence.
On 15 December 2022, the Company issued 35,189,350 new ordinary
shares of 0.1 pence each by way of a placing and subscriptions at
an issue price of 37.0 pence per share. Gross proceeds of GBP13.0m
were received for the placing and subscription shares.
Non-recurring costs of GBP2.1m were in relation to the share issue
and this has been charged to the share premium account (presented
within additional paid-in share capital).
The share premium account is used to record the aggregate amount
of value of the premiums paid when the Company's shares are
issued/redeemed at a premium. On 20 March 2023, part of the
Company's share premium account was cancelled following the
confirmation of the capital reduction by the High Court of England
and Wales on 14 March 2023 and the subsequent registration of the
court order with the Registrar of Companies. The capital reduction
created additional distributable reserves to the value of
GBP394,235,072.
During the year ended 30 September 2022, the Group issued a
total of 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, 172,185 were exercised at a
price of 42.5 pence.
13. 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 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 profit before exceptional
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 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.
13. Alternative performance measures and other metrics (continued)
Reconciliation of Adjusted Operating Profit to Operating
Loss
Q4 2022 FY 2022
Q4 2023 Restated FY 2023 Restated
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
--------------------------------- --- -------------- -------------- -------------- ------------
Revenue 36,591 42,448 169,476 157,707
Cost of sales (16,674) (17,895) (82,726) (73,777)
-------------------------------------- -------------- -------------- -------------- ------------
Gross profit 19,917 24,553 86,750 83,930
Research and development
costs (1,592) (1,991) (6,069) (6,634)
Other operating costs (10,865) (13,124) (45,157) (44,095)
Depreciation and impairment (4,769) (4,588) (18,409) (19,692)
Amortisation of capitalised
development costs (604) (615) (2,437) (2,165)
Share of loss of equity
accounted investees net
of tax (33) (57) (32) (595)
-------------------------------------- -------------- -------------- -------------- ------------
Adjusted operating profit 2,054 4,178 14,646 10,749
Exceptional - restructuring,
acquisition and disposal
related items (686) (423) (3,904) 16
Amortisation and impairment
of intangible assets excluding
development costs (3,661) (4,825) (16,058) (16,996)
-------------------------------------- -------------- -------------- -------------- ------------
Operating loss (2,293) (1,070) (5,316) (6,231)
-------------------------------------- -------------- -------------- -------------- ------------
Reconciliation of Loss Before Taxation to Adjusted Profit Before
Tax
Q4 2022 FY 2022
Q4 2023 Restated FY 2023 Restated
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
--------------------------------- --- -------------- -------------- -------------- ------------
Loss before taxation (7,252) (6,080) (12,694) (21,383)
Exceptional - restructuring,
acquisition and disposal
related items 686 423 3,904 (16)
Amortisation and impairment
of intangible assets excluding
development costs 3,661 4,825 16,058 16,996
-------------------------------------- -------------- -------------- -------------- ------------
Adjusted (loss)/profit
before tax (2,905) (832) 7,268 (4,403)
-------------------------------------- -------------- -------------- -------------- ------------
Other Metrics
Q4 2022 FY 2022
Q4 2023 Restated FY 2023 Restated
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
------------------------------------ --- --------------- --------------- -------------- -------------
Total R&D Investment
Research and development
costs
- Continuing operations 1,592 1,991 6,069 6,634
- Discontinued operations 42 37 59 57
Internal capitalised development
costs 252 112 632 1,708
--------------- -------------
Total R&D investment 1,886 2,140 6,760 8,399
----------------------------------------- --------------- --------------- -------------- -------------
Q4 2022 FY 2022
Q4 2023 Restated FY 2023 Restated
All figures in GBP000's (unaudited) (unaudited) (unaudited) (audited)
------------------------------------ --- --------------- --------------- -------------- -------------
Adjusted EBITDA excluding
fair value movement in biological
assets
Adjusted EBITDA 7,427 9,381 35,492 32,606
Exclude fair value movement 1,807 848 103 (1,595)
--------------- --------------- -------------- -------------
Adjusted EBITDA excluding
fair value movement in biological
assets 9,234 10,229 35,595 31,011
----------------------------------------- --------------- --------------- -------------- -------------
13. Alternative performance measures and other metrics
(continued)
Liquidity
A key financial covenant is a minimum liquidity of GBP10m,
defined as cash plus undrawn facilities.
30 September 30 September
2023 2022
All figures in GBP000's (unaudited) (audited)
--------------------------- -------------- --------------
Cash and cash equivalents 36,525 36,399
Undrawn bank facility 12,250 9,398
Liquidity 48,775 45,797
---------------------------- -------------- --------------
The undrawn bank facility relates to the RCF facility. At 30
September 2023, GBP7.8m of the RCF was drawn (30 September 2022:
GBP4m), leaving GBP12.3m undrawn (30 September 2022: GBP9.4m).
14. Net debt
Net debt is cash and cash equivalents less loans and
borrowings.
30 September 30 September
2023 2022
All figures in GBP000's (unaudited) (audited)
---------------------------------------------------- -------------- --------------
Cash and cash equivalents 36,525 36,399
Loans and borrowings (excluding lease liabilities)
- current (8,478) (5,569)
Loans and borrowings (excluding lease liabilities)
- non-current (73,661) (78,280)
Net debt excluding lease liabilities (45,614) (47,450)
----------------------------------------------------- -------------- --------------
Lease liabilities - current (11,567) (11,522)
Lease liabilities - non-current (8,293) (14,765)
----------------------------------------------------- -------------- --------------
Net debt (65,474) (73,737)
----------------------------------------------------- -------------- --------------
15. Business combinations and transactions in subsidiary companies
In June, the Group acquired 66% of the issued share capital of
Baggfossen Mikrokraft AS to bring the total owned to 100% for
consideration of GBP48,000. The goodwill has been impaired in the
period. The following table shows the consideration paid and the
fair value of the assets acquired.
Total
GBP000
---------------------------------------------------- -------
Consideration
Cost of investment 48
Satisfied by:
Cash 48
Total consideration 48
---------------------------------------------------- -------
Fair value of assets acquired
Fixed assets 307
Accounts Receivable (13)
Other receivables 1
Financial instrument - interest rate swap 10
Accounts payable (1)
Other current liabilities - advance from customers (3)
Bank loan (235)
Advance from Salten Stamfisk (10)
Advance from BG Salten (12)
Total identifiable net assets 44
---------------------------------------------------- -------
Goodwill 4
---------------------------------------------------- -------
On 15 February 2023, the Group purchased the minority interest's
shareholding of 14,981,272 shares in Benchmark Genetics Iceland HF
for EUR9,000k (GBP8,009k). Following this acquisition, Benchmark
Genetics Limited, a subsidiary of Benchmark Holdings plc, now owns
100% of the share capital of Benchmark Genetics Iceland HF.
On 6 February 2023, the Group exercised the put/call option in
place to purchase the final 20% of Benchmark Genetics USA Inc for 1
NOK.
On 11 May 2023, the Group received GBP1,250,000 as the final
part of the deferred consideration for Improve International
Limited and its subsidiaries which was sold in June 2020.
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