Earnings Release • Aug 24, 2023
Earnings Release
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Information within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014
Benchmark Holdings plc ("Benchmark", the "Company" or the "Group")
Q3 & Year to Date Results (Three months and nine months ended 30 June 2023)
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 three months ended 30 June 2023 (the "Period"), which constitutes the third quarter for the fiscal year ("FY") 2023, and its year to date unaudited results for the nine months ended 30 June 2023. All Q3 FY23, Q3 FY22, Q3 YTD FY23 and Q3 YTD FY22 figures quoted in this announcement are based on unaudited accounts.
| £m | Q3 YTD FY23 |
Q3 YTD FY22 |
% CER Q3 YTD FY23 |
Q3 FY23 | Q3 FY22 | % CER Q3 FY23 |
|---|---|---|---|---|---|---|
| Revenue | 133.1 +15% |
115.5 | +13% | 34.3 -6% |
36.3 | -1% |
| Adjusted | ||||||
| Adjusted EBITDA1 | 27.1 +21% |
22.4 | +21% | 5.1 -23% |
6.6 | -13% |
| Adj. EBITDA excluding biological asset fair value movements |
25.4 +27% |
20.0 | +27% | 3.6 -29% |
5.1 | -19% |
| Adjusted Operating Profit/(Loss)2 | 11.4 104% |
5.6 | 107% | (0.2) -129% |
0.8 | -58% |
| Adj. Operating profit excluding biological asset fair value movements |
9.7 207% |
3.2 | 206% | (1.7) -149% |
(0.7) | -83% |
| Statutory | ||||||
| Operating loss | (4.2) 32% |
(6.1) | 35% | (4.5) -13% |
(4.0) | 1% |
| Loss before tax | (6.6) 60% |
(16.4) | 64% | (4.7) 58% |
(11.2) | 63% |
| Basic loss per share (p) | (1.27) | (3.24) | (0.70) | (1.90) | ||
| Net debt3 | (66.9) | (89.1) | (66.9) | (89.1) | ||
| Net debt3 excluding lease liabilities |
(45.7) | (59.3) | (45.7) | (59.3) |
| £m | Q3 YTD FY23 |
Q3 YTD FY22 |
% CER Q3 YTD FY23 |
Q3 FY23 | Q3 FY22 | % CER Q3 FY23 |
|---|---|---|---|---|---|---|
| Revenue | ||||||
| Advanced Nutrition | 61.4 0% |
61.4 | -8% | 16.1 -17% |
19.4 | -18% |
| Genetics | 48.9 +23% |
39.7 | +28% | 14.4 +10% |
13.1 | +21% |
| Health | 22.9 +57% |
14.5 | +59% | 3.8 -1% |
3.8 | +5% |
| Adjusted EBITDA1 | ||||||
| Advanced Nutrition | 14.9 +4% |
14.3 | -4% | 3.4 +20% |
2.8 | +20% |
| Genetics | 9.3 -11% |
10.5 | 0% | 3.4 -30% |
4.8 | -18% |
| - Net of fair value movements in biological assets |
7.6 -5% |
8.1 | +7% | 1.9 -44% |
3.4 | -29% |
| Health | 5.6 +1,188% |
(0.5) | 1,186% | (1.0) -67% |
(0.6) | -57% |
|---|---|---|---|---|---|---|
| -------- | ---------------- | ------- | -------- | --------------- | ------- | ------ |
*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
"Our Q3 trading reflects the anticipated low season for our Health solutions in the salmon industry, as well as the continuing adverse market conditions in the global shrimp market. Despite these headwinds we have delivered strong year to date results, with double digit growth in revenues and earnings compared to the prior year.
"For the remainder of the year we have good visibility in Genetics and are moving into the main season for sea lice treatments in Health. Notwithstanding the prevailing market conditions for Advanced Nutrition, we continue to demonstrate momentum in our business and the resilience of our diversified business model to face cyclical fluctuations in our end markets. We continue our strong commercial focus to ensure the further growth and profitable development of the Group."
Trond Williksen, Chief Execu�ve Officer and Sep�ma Maguire, Chief Financial Officer will host a presenta�on for analysts and ins�tu�onal investors on the day at 08.00 UK �me.
The presentation will be held in person at DnB's offices in Oslo at Dronning Eufemias gate 30, 0191 Oslo, Norway. If you would like to attend in person, please contact Henriette Christensen at [email protected]
A live webcast of the presenta�on will be available for analysts and investors to join remotely at the following link: Benchmark Holdings Webcast Q3 2023 (royalcast.com)
A copy of the presenta�on can be found on the Company's website htps://www.benchmarkplc.com/investors/reports-presenta�ons/
Trond Williksen, Chief Execu�ve Officer and Sep�ma Maguire, Chief Financial Officer will host a second webcast for retail investors and wealth managers on the day at 12.00 UK �me. The webcast is open to all exis�ng and poten�al shareholders.
To register please visit: htps://www.equitydevelopment.co.uk/news-and-events/benchmark-q3resultspresenta�on-24aug2023
A recording of the presenta�on will be available a�er the event on the Equity Development website.
For further information, please contact:
Benchmark Holdings plc [email protected]
Trond Williksen, CEO Septima Maguire, CFO Ivonne Cantu, Investor Relations
Numis (Broker and NOMAD) Tel: 020 7260 1000 Freddie Barnfield, Duncan Monteith, Sher Shah
Katie Hunt, Reg Hoare, Veronica Farah [email protected]
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
MHP Tel: +44(0) 20 3128 8004
Benchmark reported revenues of £34.3m, 6% below the prior year revenue of £36.3m. This resulted from revenue growth in Genetics of 10% being offset by a 17% drop in Advanced Nutrition as a result of prevailing conditions in the global shrimp markets during the period. Revenues in the Health business area broadly in line with the prior year (-1%). On a constant exchange rate (CER) basis Group revenues were 1% below the prior year, a reflection of some forex headwinds in the quarter.
Adjusted EBITDA (excluding fair value uplift from biological assets) was £3.6m, 29% (CER -19%) below the prior year (Q3 FY22: £5.1m). This was mainly due to a reduction in Adjusted EBITDA in Genetics and Health. Despite lower revenues in Advanced Nutrition, Adjusted EBITDA showed growth of 20% in Q3 FY23 due to continued commercial focus and cost control. Further detail on business area performance is provided below.
Operating costs for the Group of £10.6m were 7% below last year (Q3 FY22: £11.5m) with a decrease in all business areas demonstrating the focus on continued cost control. R&D expenses of £1.5m were broadly in line with the prior year (Q3 FY22: £1.4m). Depreciation and amortisation decreased to £9.0m (Q3 FY22: £10.1m), taking Group operating loss for the quarter to £4.5m (Q3 FY22: £4.0m). The Adjusted Operating loss excluding fair value movements in biological assets was £1.7m (Q3 FY22: £0.7m).
Net finance costs were £0.2m, significantly below the comparative period (Q3 FY22: £7.3m), due to a combination of the portion of the movement in the fair value of the derivative instrument which is ineffective for hedge accounting purposes and forex movements. The ineffective portion of the movement in the fair value of the derivative in the period was a gain of £1.1m (Q3 YTD FY22: £2.3m loss) and the Group had net forex gains of £1.3m (Q3 FY22: £3.1m). As a result of these year-on-year movements, the loss before tax in the quarter was £4.7m (Q3 FY22: £11.2m). Interest charges, including interest on right of use assets increased £0.9m primarily following increased interest rates from the refinancing in FY22.
The tax charge in the period was a £76,000 credit (Q3 FY22: £1.6m charge) due to lower profits in Advanced Nutrition and Genetics in the quarter in territories where no loss relief was available. The resulting loss after tax for the quarter was £4.6m (Q3 FY22: loss £12.8m).
We continue our efforts to enhance our commercial focus and integrate the Group to drive synergies. In the period we brought together our Health and Genetics operations under common leadership which drives the synergies from our salmon product portfolio across the two business areas and results in an integrated customer-centric offering.
Advanced Nutrition revenues were down 17% (CER -18%) compared to Q3 2022, a direct result of conditions in the global shrimp markets which remained unfavourable throughout the year. In 2023 the global shrimp markets have been affected by a number of factors including inflation in the US and in Europe which have reduced consumption, creating oversupply and driving down farm gate prices for shrimp. Imports to the US and Europe are estimated to be 20%-30% below the prior year. At the same time shrimp producers have been faced with increased costs particularly in aquafeed and have reacted by reducing pond stocking thus limiting demand for our products. This environment is expected to continue for the remainder of the year. By product area, sales of Artemia were -21%, Diets -16% and Health -8% against Q3 2022.
Against this backdrop our business has demonstrated resilience, making commercial decisions to maintain and strengthen our market position, while taking action to align our resources and cost base to the market environment. As a result of this, and with a shift in the product mix, our Advanced Nutrition business delivered an increase in Adjusted EBITDA of 20% to £3.4m (Q3 FY22: £2.8m) (CER 20%).
Revenue YTD at £61.4m was in line with the prior year (Q3 YTD FY22: £61.4m) with assistance from forex movements (CER -8% below prior year); Adjusted EBITDA was 4% above (CER -4% below) prior year at £14.9m (Q3 YTD FY22: £14.3m) due to continued commercial focus and cost control.
Despite forex headwinds with weak NOK and ISK, Genetics delivered good revenue growth in Q3 FY23 with revenues of £14.4m, 10% above the prior year (Q3 FY22: £13.1m) (+21% CER). This was driven mainly by strong salmon egg sales, together with improved revenue from harvest income and smolt sales, partially offset by a reduction in sales of SPR shrimp and lumpfish. Sales of salmon eggs were 39% higher than the prior year while sales from shrimp were below the prior year at £0.2m (Q3 FY22: £0.4m) and revenues from tilapia were flat.
Our work to refine the shrimp genetics product line is ongoing and we have lowered our commercial activities during this period. Prevailing conditions in the shrimp markets have also affected this area of our business. As previously announced, we are conducting a strategic review of our tilapia operations and are well advanced. This has had a bearing on our commercial activities in this area in the short run.
Adjusted EBITDA for Q3 FY23 excluding fair value movements of biological assets was down 44% to £1.9m (Q3 FY22: £3.4m) due to a number of factors specific to Q3. These included forex pressure from weak NOK and ISK (-£0.6m), a £1.2m reduction in the margin from harvest income where third party production costs have been significantly higher than the prior year, together with our own cost inflation, and lower capitalisation of production costs as a result of lower closing stock levels (-£1.2m). Biological assets were higher in Q3 FY22 in anticipation of higher sales in Q4 FY22 due to supply issues in the market a year ago. On a constant currency basis Adjusted EBITDA excluding FV movements was down -29% compared to Q3 FY22.
Revenue YTD at £48.9m was 23% higher than the prior year (Q3 YTD FY22: £39.7m) and Adjusted EBITDA excluding fair value movements in biological assets was 5% below the prior year at £7.6m (Q3 YTD FY22: £8.1m) (+7% CER).
Revenues in Q3 FY23 were £3.8m, in line with the prior year (Q3 FY22: £3.8m). Sales from Ectosan® Vet and CleanTreat® were £2.7m, 25% ahead of the prior year, while Salmosan® sales for the quarter were below prior year at £1.1m (Q3 FY22 £1.6m) following strong sales in Q2. Adjusted EBITDA was a loss of £1.0m (Q3 FY22: loss of £0.6m) as a result of the low utilisation rate of the CleanTreat® assets in the quarter due to it being the low season for sea lice treatments. £0.9m of the revenue in the period (Q3 FY22: £0.2m) was derived from recharging vessel and fuel costs associated with the Ectosan® Vet and CleanTreat® operations. YTD revenue was significantly ahead of the prior year at £22.9m (Q3 YTD FY22: £14.5m) with corresponding YTD Adjusted EBITDA also higher at £5.6m (YTD Q3 FY22 £0.5m loss).
Q3 has seasonally been a slow period for sea lice treatments as anticipated, however going into Q4, we expect increased activity. We continue to progress the development of a new configuration of the Group's CleanTreat® systems with our partners MMC, a wellboat equipment provider and SALT, a ship designer. The new configuration is based on the next generation of large wellboats, which form a core part of our customers' infrastructure and is of strategic importance for the ongoing commercial roll-out of Ectosan® Vet and CleanTreat®.
Q3 YTD the Group delivered 15% growth (CER +13%) in revenue at £133.1m and 27% growth (CER +27%) in Adjusted EBITDA excluding fair value movements from biological assets at £25.4m. Genetics and Health reported strong revenue growth of 23% and 57% respectively while revenues in Advanced Nutrition were in line with the prior year despite significant headwinds in the shrimp markets.
Operating costs were £34.7m, an 11% increase from the prior year (Q3 YTD FY22: £31.4) due to higher activity levels, cost inflation and the impact of forex movements, while R&D expenses of £4.5m were 4% lower than the comparative period in the previous year (Q3 YTD FY22: £4.7m). Total R&D investment including capitalised development costs was £4.9m, £1.4m below the prior year (Q3 YTD FY22: £6.3m) following the cessation of capitalisation of SPR shrimp development costs at the end of the prior year.
Adjusted EBITDA (excluding fair value movement from biological assets) was £25.4m (Q3 YTD FY22: £20.0m) driven by higher revenues, increased asset utilisation and ongoing cost control. As a result, the Group achieved an Adjusted EBITDA margin (excluding fair value movement from biological assets) of 19% (Q3 YTD FY22: 17%). Depreciation and amortisation decreased 3% from the comparative period last year to £28.1m (Q3 YTD FY22: £29.0m), leaving the operating loss in the period at £4.2m (Q3 YTD FY22: £6.1m).
There was a significant decrease in net finance costs for Q3 YTD to £2.4m (Q3 YTD FY22: £10.3m), primarily due to the portion of the movement in the fair value of the derivative instrument which is ineffective for hedge accounting purposes and forex movements. Ineffective movements in the fair value of the derivative instruments were a gain of £3.7m (Q3 YTD FY22: £1.7m loss) and there were net forex gains of £0.5m (Q3 YTD FY22: £2.6m loss). Interest costs, including interest on right of use assets, were £1.2m higher than prior year following the refinancing at the end of FY22. Together this led to a Q3 YTD FY23 loss before tax of £6.6m significantly below the loss in the previous year of £16.4m. There was a lower income tax charge in the period of £1.4m (YTD Q3 FY22: £5.2m) due to lower profits in the territories with no available loss reliefs, leaving loss after tax of £8.0m significantly below the prior year (Q3 YTD FY22: loss after tax £21.6m).
Year to date, the Group reported a net operating cash inflow of £11.2m after an increase in working capital of £5.3m mainly due to a reduction in payables in the nutrition business which has had low sales in recent months. Net cash outflow from investing activities was £11.3m, £8.0m of which was spent in acquiring the minority interest in Benchmark Genetics Iceland. Capex was £4.2m primarily in Genetics (£2.8m) and Health (£1.2m) and capitalised R&D was £0.4m mostly incurred in Health, both of which were offset by receipts of deferred consideration from earlier year disposals of divested businesses of £1.3m. Our cash position at the end of the period was £32.9m and liquidity of £45.1m.
YTD Q3 FY23 the Group has delivered double digit revenue growth of 15% and 27% increase in Adjusted EBITDA excluding FV movement from biological assets. This demonstrates the momentum in our business and resilience of our diversified business model to face cyclical fluctuations in our end markets.
Looking forward conditions in the salmon remain favourable while the global shrimp markets are expected to remain unchanged for the rest of the year. We anticipate a seasonal improvement in sales of our Health solutions and continue to have good visibility of our Genetics revenues. There is continued commercial focus in the business, and the Group is trading within market expectations for the full year.
Consolidated Income Statement for the period ended 30 June 2023
| Q3 2023 | Q3 2022 | YTD Q3 2023 | YTD Q3 2022 | FY 2022 | ||
|---|---|---|---|---|---|---|
| All figures in £000's | Notes | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Revenue | 4 | 34,267 | 36,272 | 133,129 | 115,519 | 158,277 |
| Cost of sales | (16,990) | (16,799) | (66,807) | (56,524) | (75,149) | |
| Gross profit | 17,277 | 19,473 | 66,322 | 58,995 | 83,128 | |
| Research and development costs | (1,496) | (1,426) | (4,494) | (4,663) | (6,691) | |
| Other operating costs | (10,639) | (11,464) | (34,682) | (31,371) | (44,661) | |
| Share of (loss)/profit of equity | ||||||
| accounted investees, net of tax | (55) | (10) | 1 | (538) | (595) | |
| Adjusted EBITDA² | 5,087 | 6,573 | 27,147 | 22,423 | 31,181 | |
| Exceptional - restructuring, disposal | ||||||
| and acquisition related items | 5 | (530) | (469) | (3,218) | 439 | 16 |
| EBITDA¹ | 4,557 | 6,104 | 23,929 | 22,862 | 31,197 | |
| Depreciation and impairment | (4,702) | (5,206) | (13,868) | (15,258) | (19,897) | |
| Amortisation and impairment | (4,318) | (4,849) | (14,230) | (13,721) | (19,161) | |
| Operating profit/(loss) | (4,463) | (3,951) | (4,169) | (6,117) | (7,861) | |
| Finance cost | 6 | (2,981) | (7,428) | (13,207) | (10,674) | (20,057) |
| Finance income | 6 | 2,746 | 141 | 10,762 | 409 | 4,741 |
| Loss before taxation | (4,698) | (11,238) | (6,614) | (16,382) | (23,177) | |
| Tax on loss | 7 | 76 | (1,584) | (1,407) | (5,200) | (7,274) |
| Loss for the period | (4,622) | (12,822) | (8,021) | (21,582) | (30,451) | |
| Loss for the period attributable to: | ||||||
| - Owners of the parent | (5,153) | (13,394) | (9,294) | (22,526) | (32,087) | |
| - Non-controlling interest | 531 | 572 | 1,273 | 944 | 1,636 | |
| (4,622) | (12,822) | (8,021) | (21,582) | (30,451) | ||
| Earnings per share | ||||||
| Basic loss per share (pence) | 8 | (0.70) | (1.90) | (1.27) | (3.24) | (4.60) |
| Diluted loss per share (pence) | 8 | (0.70) | (1.90) | (1.27) | (3.24) | (4.60) |
1 EBITDA – Earnings before interest, tax, depreciation, amortisation, and impairment
2 Adjusted EBITDA – EBITDA before exceptional items including acquisition related items
| All figures in £000's | Q3 2023 (unaudited) |
Q3 2022 (unaudited) |
YTD Q3 2023 (unaudited) |
YTD Q3 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Loss for the period | (4,622) | (12,822) | (8,021) | (21,582) | (30,451) |
| Other comprehensive income Items that are or may be reclassified subsequently to profit or loss |
|||||
| Foreign exchange translation differences | (11,153) | 17,180 | (35,166) | 24,381 | 47,606 |
| Cash flow hedges - changes in fair value | 2,093 | (2,368) | 1,794 | 580 | 2,627 |
| Cash flow hedges - reclassified to profit or loss | (273) | (19) | (565) | 159 | 2,546 |
| Total comprehensive income for the period | (13,955) | 1,971 | (41,958) | 3,538 | 22,328 |
| Total comprehensive income for the period attributable to: |
|||||
| - Owners of the parent | (14,204) | 1,381 | (42,250) | 2,217 | 20,326 |
| - Non-controlling interest | 249 | 590 | 292 | 1,321 | 2,002 |
| (13,955) | 1,971 | (41,958) | 3,538 | 22,328 |
The accompanying notes are an integral part of this consolidated financial information.
| 30 September | ||||
|---|---|---|---|---|
| All figures in £000's | 30 June 2023 | 30 June 2022 | 2022 | |
| Assets | Notes | (unaudited) | (unaudited) | (audited) |
| Property, plant and equipment | 71,880 | 81,478 | 81,900 | |
| Right-of-use assets | 21,755 | 29,060 | 27,034 | |
| Intangible assets | 235,175 | |||
| 205,312 | 245,264 | |||
| Equity-accounted investees | 3,028 | 3,086 | 3,113 | |
| Other investments | 13 | 15 | 15 | |
| Biological and agricultural assets | 21,688 | 20,927 | 20,878 | |
| Non-current assets | 323,676 | 369,741 | 378,204 | |
| Inventories | 26,244 | 27,228 | 29,813 | |
| Biological and agricultural assets | 21,301 | 23,636 | 25,780 | |
| Trade and other receivables | 47,858 | 51,105 | 56,377 | |
| Cash and cash equivalents | 32,858 | 38,179 | 36,399 | |
| 128,261 | 140,148 | 148,369 | ||
| Assets held for sale | 9 | 850 | - | - |
| Current assets | 129,111 | 140,148 | 148,369 | |
| Total assets | 452,787 | 509,889 | 526,573 | |
| Liabilities | ||||
| Trade and other payables | (32,034) | (41,243) | (44,324) | |
| Loans and borrowings | 10 | (21,757) | (14,226) | (17,091) |
| Corporation tax liability | (6,791) | (7,408) | (10,211) | |
| Provisions | (1,557) | (543) | (1,631) | |
| Current liabilities | (62,139) | (63,420) | (73,257) | |
| Loans and borrowings | 10 | (77,960) | (113,094) | (93,045) |
| Other payables | (4,908) | (1,055) | (8,996) | |
| Deferred tax | (22,755) | (28,116) | (27,990) | |
| Non-current liabilities | (105,623) | (142,265) | (130,031) | |
| Total liabilities | (167,762) | (205,685) | (203,288) | |
| Net assets | 285,025 | 304,204 | 323,285 | |
| Issued capital and reserves attributable to owners | ||||
| of the parent | ||||
| Share capital | 11 | 739 | 704 | 704 |
| Additional paid-in share capital | 11 | 37,428 | 420,824 | 420,824 |
| Capital redemption reserve | 5 | 5 | 5 | |
| Retained earnings | 197,168 | (175,866) | (185,136) | |
| Hedging reserve | 526 | (5,137) | (703) | |
| Foreign exchange reserve | 43,520 | 54,469 | 77,705 | |
| Equity attributable to owners of the parent | 279,386 | 294,999 | 313,399 | |
| Non-controlling interest | 5,639 | 9,205 | 9,886 | |
| Total equity and reserves | 285,025 | 304,204 | 323,285 |
The accompanying notes are an integral part of this consolidated financial information.
| Share capital |
Additional paid-in share capital* |
Other reserves |
Hedging reserve |
Retained earnings |
Total attributable to equity holders of parent |
Non controlling interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| 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 | - | - | - | - | (9,294) | (9,294) | 1,273 | (8,021) |
| Other comprehensive income/(loss) | - | - | (34,185) | 1,229 | - | (32,956) | (981) | (33,937) |
| Total comprehensive income/(loss) for the period | - | - | (34,185) | 1,229 | (9,294) | (42,250) | 292 | (41,958) |
| 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 11) | - | (394,235) | - | - | 394,235 | - | - | - |
| Share-based payment | - | - | - | - | 833 | 833 | - | 833 |
| Total contributions by and distributions to owners | 35 | (383,396) | - | - | 395,068 | 11,707 | - | 11,707 |
| 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) | - | - | 391,598 | 8,237 | (4,539) | 3,698 |
| As at 30 June 2023 (unaudited) | 739 | 37,428 | 43,525 | 526 | 197,168 | 279,386 | 5,639 | 285,025 |
| 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 | - | - | - | - | (22,526) | (22,526) | 944 | (21,582) |
| Other comprehensive income/(loss) | - | - | 24,004 | 739 | - | 24,743 | 377 | 25,120 |
| Total comprehensive income/(loss)for the period | - | - | 24,004 | 739 | (22,526) | 2,217 | 1,321 | 3,538 |
| 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 | - | - | - | - | 891 | 891 | - | 891 |
| Total contributions by and distributions to owners | 34 | 20,142 | - | - | 891 | 21,067 | - | 21,067 |
| Changes in ownership | ||||||||
| Total changes in ownership interests | - | - | - | - | - | - | - | - |
| Total transactions with owners of the Company | 34 | 20,142 | - | - | 891 | 21,067 | - | 21,067 |
| As at 30 June 2022 (unaudited) | 704 | 420,824 | 54,474 | (5,137) | (175,866) | 294,999 | 9,205 | 304,204 |
| 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 reserve
| 30 June 2023 |
30 June 2022 |
30 September 2022 |
||
|---|---|---|---|---|
| Notes | (unaudited) | (unaudited) | (audited) | |
| Cash flows from operating activities | ||||
| Loss for the period | (8,021) | (21,582) | (30,451) | |
| Adjustments for: | ||||
| Depreciation and impairment of property, plant and equipment | 6,363 | 6,324 | 8,602 | |
| Depreciation and impairment of right-of-use assets | 7,505 | 8,934 | 11,295 | |
| Amortisation and impairment of intangible fixed assets | 14,230 | 13,721 | 19,161 | |
| Loss on sale of property, plant and equipment | (36) | (43) | (43) | |
| Finance income | (4,195) | (238) | (319) | |
| Finance costs | 7,173 | 7,913 | 18,437 | |
| Increase in fair value of contingent consideration receivable | - | (1,203) | (1,203) | |
| Share of (loss)/profit of equity-accounted investees, net of tax | (1) | 538 | 595 | |
| Foreign exchange (losses)/gains | (2,443) | 5,607 | (3,985) | |
| Share-based payment expense | 833 | 891 | 1,182 | |
| Other adjustments for non-cash items | - | - | (276) | |
| Tax charge | 1,407 | 5,200 | 7,274 | |
| Decrease/(increase) in trade and other receivables | 3,772 | (4,456) | (8,511) | |
| Decrease/(increase) in inventories | 2,249 | (7,314) | (5,406) | |
| Increase in biological and agricultural assets | (403) | (4,144) | (6,099) | |
| (Decrease)/increase in trade and other payables | (10,862) | (6,228) | 6,946 | |
| (Decrease)/increase in provisions | (20) | (21) | 1,058 | |
| 17,551 | 3,899 | 18,257 | ||
| Income taxes paid | (6,335) | (6,100) | (7,447) | |
| Net cash flows generated from operating activities | 11,216 | (2,201) | 10,810 | |
| Investing activities | ||||
| Acquisition of minority interests in subsidiaries, net of cash acquired | 14 | (8,009) | - | - |
| Acquisition of subsidiaries | 14 | (48) | - | - |
| Purchase of investments | (359) | (108) | (378) | |
| Receipts from disposal of investments | 14 | 1,250 | 919 | 1,544 |
| Purchases of property, plant and equipment | (4,171) | (7,169) | (10,808) | |
| Purchase of intangibles | (120) | (1,757) | (205) | |
| Capitalised research and development costs | (380) | - | (1,708) | |
| Proceeds from sale of fixed assets | 99 | 194 | 220 | |
| Interest received | 469 | 34 | 119 | |
| Net cash flows used in investing activities | (11,269) | (7,887) | (11,216) | |
| Financing activities | ||||
| Proceeds of share issues | 13,020 | 20,782 | 20,737 | |
| Share-issue costs recognised through equity | (2,146) | (607) | (562) | |
| Proceeds from bank or other borrowings | 21,984 | - | 67,939 | |
| Repayment of bank or other borrowings | (17,527) | (1,333) | (74,874) | |
| Capitalised borrowing costs | (1,159) | - | - | |
| Interest and finance charges paid | (6,736) | (5,381) | (9,629) | |
| Repayments of lease liabilities | (7,349) | (6,928) | (10,533) | |
| Net cash inflow/(outflow) from financing activities | 87 | 6,533 | (6,922) | |
| Net increase/(decrease) in cash and cash equivalents | 34 | (3,555) | (7,328) | |
| Cash and cash equivalents at beginning of period | 36,399 | 39,460 | 39,460 | |
| Effect of movements in exchange rate | (3,575) | 2,274 | 4,267 | |
| Cash and cash equivalents at end of period | 32,858 | 38,179 | 36,399 | |
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 nine months ended 30 June 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 nine months ended 30 June 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.
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 last annual consolidated financial statements as at and for the year ended 30 September 2022. These consolidated quarterly financial statements were approved by the Board of Directors on 24 August 2023.
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 June 2023 the Group had net assets of £285.0m (30 September 2022: £323.3m), including cash of £32.9m (30 September 2022: £36.4m) as set out in the consolidated balance sheet. The Group made a loss for the nine months of £8.0m (year ended 30 September 2022: loss £30.5m).
As noted in the Management Report, the business has continued to perform steadily in the first nine months and has shown resilience to some tough market conditions in recent months, with results in line with expectations. 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® Vet and CleanTreat offering. Sensitivities considered included modelling slower ramp up of the commercialisation of Ectosan® Vet and CleanTreat® 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 landbased farms in Genetics, along with sensitivities on sales price increases and demand for artemia feeds in certain territories. 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, and deferral of capital projects.
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 u der review whilst still maintaining adequate headroom against the borrowing covenants and 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.
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.
The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by EUadopted 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 12). 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.
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.
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:
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.
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.
| Segmental Revenue | |||||
|---|---|---|---|---|---|
| YTD Q3 | YTD Q3 | ||||
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Genetics | 14,426 | 13,091 | 48,907 | 39,694 | 58,008 |
| Advanced Nutrition | 16,067 | 19,381 | 61,391 | 61,414 | 80,286 |
| Health | 3,795 | 3,840 | 22,872 | 14,533 | 20,135 |
| Corporate | 1,426 | 1,406 | 4,299 | 4,218 | 5,120 |
| Inter-segment sales | (1,447) | (1,446) | (4,340) | (4,340) | (5,272) |
| Total | 34,267 | 36,272 | 133,129 | 115,519 | 158,277 |
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Genetics | 3,356 | 4,816 | 9,339 | 10,507 | 15,980 |
| Advanced Nutrition | 3,420 | 2,837 | 14,886 | 14,311 | 19,017 |
| Health | (1,022) | (610) | 5,628 | (517) | 108 |
| Corporate | (667) | (470) | (2,706) | (1,878) | (3,924) |
| Total | 5,087 | 6,573 | 27,147 | 22,423 | 31,181 |
Reconciliations of segmental information to IFRS measures
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Total reportable segment Adjusted EBITDA | 5,754 | 7,043 | 29,853 | 24,301 | 35,105 |
| Corporate Adjusted EBITDA | (667) | (470) | (2,706) | (1,878) | (3,924) |
| Adjusted EBITDA | 5,087 | 6,573 | 27,147 | 22,423 | 31,181 |
| Exceptional - restructuring, disposal and | |||||
| acquisition related items | (530) | (469) | (3,218) | 439 | 16 |
| Depreciation and impairment | (4,702) | (5,206) | (13,868) | (15,258) | (19,897) |
| Amortisation and impairment | (4,318) | (4,849) | (14,230) | (13,721) | (19,161) |
| Net finance costs | (235) | (7,287) | (2,445) | (10,265) | (15,316) |
| Loss before taxation | (4,698) | (11,238) | (6,614) | (16,382) | (23,177) |
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.
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).
| 3 months ended 30 June 2023 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | |
| Sale of goods | 13,523 | 16,049 | 2,259 | - | - | 31,831 | |
| Provision of services | 900 | - | 1,536 | - | - | 2,436 | |
| Inter-segment sales | 3 | 18 | - | 1,426 | (1,447) | - | |
| 14,426 | 16,067 | 3,795 | 1,426 | (1,447) | 34,267 |
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total |
|---|---|---|---|---|---|---|
| Sale of goods | 12,148 | 19,346 | 3,598 | - | - | 35,092 |
| Provision of services | 938 | - | 242 | - | - | 1,180 |
| Inter-segment sales | 5 | 35 | - | 1,406 | (1,446) | - |
| 13,091 | 19,381 | 3,840 | 1,406 | (1,446) | 36,272 |
3 months ended 30 June 2022 (unaudited)
| 9 months ended 30 June 2023 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | |
| Sale of goods | 45,727 | 61,356 | 15,823 | - | - | 122,906 | |
| Provision of services | 3,174 | - | 7,049 | - | - | 10,223 | |
| Inter-segment sales | 6 | 35 | - | 4,299 | (4,340) | - | |
| 48,907 | 61,391 | 22,872 | 4,299 | (4,340) | 133,129 |
| 9 months ended 30 June 2022 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Inter segment |
|||||||
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | sales | Total | |
| Sale of goods | 36,529 | 61,339 | 9,443 | - | - | 107,311 | |
| Provision of services | 3,118 | - | 5,090 | - | - | 8,208 | |
| Inter-segment sales | 47 | 75 | - | 4,218 | (4,340) | - | |
| 39,694 | 61,414 | 14,533 | 4,218 | (4,340) | 115,519 |
| 12 months ended 30 September 2022 (audited) | ||||||
|---|---|---|---|---|---|---|
| Inter segment |
||||||
| All figures in £000'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 |
| 3 months ended 30 June 2023 (unaudited) | ||||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total |
| Norway | 7,190 | 349 | 3,155 | - | - | 10,694 |
| India | - | 671 | - | - | - | 671 |
| Turkey | 54 | 1,208 | - | - | - | 1,262 |
| Greece | - | 1,698 | - | - | - | 1,698 |
| Faroe Islands | 1,668 | - | 116 | - | - | 1,784 |
| Ecuador | 9 | 1,936 | - | - | - | 1,945 |
| United Kingdom | 783 | 27 | 93 | - | - | 903 |
| Chile | 332 | 1 | 291 | - | - | 624 |
| Vietnam | - | 2,445 | - | - | - | 2,445 |
| Rest of Europe | 1,546 | 767 | - | - | - | 2,313 |
| Rest of World | 2,841 | 6,947 | 140 | - | - | 9,928 |
| Inter-segment sales | 3 | 18 | - | 1,426 | (1,447) | - |
| 14,426 | 16,067 | 3,795 | 1,426 | (1,447) | 34,267 |
| Advanced | Inter segment |
|||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total |
| Norway | 7,721 | 328 | 2,411 | - | - | 10,460 |
| India | 181 | 3,208 | - | - | - | 3,389 |
| Turkey | - | 1,173 | - | - | - | 1,173 |
| Greece | 2 | 1,795 | - | - | - | 1,797 |
| Faroe Islands | 1,325 | 1 | 101 | - | - | 1,427 |
| Ecuador | 18 | 1,575 | - | - | - | 1,593 |
| United Kingdom | 363 | 39 | 48 | - | - | 450 |
| Chile | 429 | 2 | 96 | - | - | 527 |
| Vietnam | - | 4,022 | - | - | - | 4,022 |
| Rest of Europe | 1,591 | 631 | - | - | - | 2,222 |
| Rest of World | 1,456 | 6,572 | 1,184 | - | - | 9,212 |
| Inter-segment sales | 5 | 35 | - | 1,406 | (1,446) | - |
| 13,091 | 19,381 | 3,840 | 1,406 | (1,446) | 36,272 |
| 9 months ended 30 June 2023 (unaudited) | ||||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total |
| Norway | 30,251 | 691 | 17,607 | - | - | 48,549 |
| India | - | 7,696 | - | - | - | 7,696 |
| Turkey | 60 | 5,940 | - | - | - | 6,000 |
| Greece | - | 5,969 | - | - | - | 5,969 |
| Faroe Islands | 4,987 | - | 464 | - | - | 5,451 |
| Ecuador | 38 | 5,508 | - | - | - | 5,546 |
| United Kingdom | 2,334 | 54 | 135 | - | - | 2,523 |
| Chile | 1,465 | 12 | 633 | - | - | 2,110 |
| Vietnam | - | 7,475 | - | - | - | 7,475 |
| Rest of Europe | 5,288 | 4,105 | - | - | - | 9,393 |
| Rest of World | 4,478 | 23,906 | 4,033 | - | - | 32,417 |
| Inter-segment sales | 6 | 35 | - | 4,299 | (4,340) | - |
| 48,907 | 61,391 | 22,872 | 4,299 | (4,340) | 133,129 |
| Advanced | Inter segment |
|||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total |
| Norway | 23,515 | 651 | 11,367 | - | - | 35,533 |
| India | 581 | 10,927 | - | - | - | 11,508 |
| Turkey | - | 5,105 | - | - | - | 5,105 |
| Greece | 2 | 5,266 | - | - | - | 5,268 |
| Faroe Islands | 3,926 | 7 | 378 | - | - | 4,311 |
| Ecuador | 18 | 3,866 | - | - | - | 3,884 |
| United Kingdom | 3,219 | 67 | 166 | - | - | 3,452 |
| Chile | 769 | 7 | 649 | - | - | 1,425 |
| Vietnam | - | 10,031 | - | - | - | 10,031 |
| Rest of Europe | 4,952 | 3,212 | - | - | - | 8,164 |
| Rest of World | 2,665 | 22,200 | 1,973 | - | - | 26,838 |
| Inter-segment sales | 47 | 75 | - | 4,218 | (4,340) | - |
| 39,694 | 61,414 | 14,533 | 4,218 | (4,340) | 115,519 |
| 12 months ended 30 September 2022 (audited) | ||||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total |
| Norway | 34,666 | 965 | 15,571 | - | - | 51,202 |
| India | 619 | 12,001 | - | - | - | 12,620 |
| Turkey | - | 6,419 | - | - | - | 6,419 |
| Greece | 2 | 6,197 | - | - | - | 6,199 |
| Faroe Islands | 5,465 | 9 | 587 | - | - | 6,061 |
| Ecuador | 18 | 6,472 | - | - | - | 6,490 |
| United Kingdom | 4,318 | 93 | 199 | - | - | 4,610 |
| Chile | 1,006 | 15 | 871 | - | - | 1,892 |
| Vietnam | - | 10,512 | - | - | - | 10,512 |
| Rest of Europe | 7,110 | 4,056 | - | - | - | 11,166 |
| Rest of World | 4,747 | 33,452 | 2,907 | - | - | 41,106 |
| Inter-segment sales | 57 | 95 | (0) | 5,120 | (5,272) | (0) |
| 58,008 | 80,286 | 20,135 | 5,120 | (5,272) | 158,277 |
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 £000's | Q3 2023 (unaudited) |
Q3 2022 (unaudited) |
YTD Q3 2023 (unaudited) |
YTD Q3 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Acquisition related items | 579 | - | 579 | - | - |
| Exceptional restructuring costs | 153 | 508 | 2,826 | 606 | 1,229 |
| (Income)/cost in relation to disposals | (201) | (39) | (186) | (1,045) | (1,245) |
| Total exceptional items | 530 | 469 | 3,218 | (439) | (16) |
Acquisition related items comprise fees incurred in the period in connection with an aborted acquisition.
Exceptional restructuring costs include £43,000 for the quarter (Q3 2022: £331,000) and £2,580,000 YTD (Q3 YTD 2022: £371,000) of legal and professional costs in relation to preparing for listing the Group on the Oslo stock exchange, and £110,000 for the quarter (Q3 2022: £177,000) and £246,000 YTD (Q3 YTD 2022: £235,000) relating to other restructuring costs.
(Income)/costs in relation to disposals in the quarter and YTD relate to a credit of £235,000 (Q3 2022: £294,000 credit; Q3 YTD 2022: £1,202,000) due to higher than anticipated deferred consideration received from subsidiary company disposals made in 2020 offset by £34,000 (Q3 2022: £255,000) in Q3 and £49,000 in the year to date (Q3 YTD 2022: £157,000) of other disposal costs.
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Interest received on bank deposits | 155 | 9 | 472 | 238 | 319 |
| Foreign exchange gains on financing activities | 158 | - | 158 | - | 4,422 |
| Foreign exchange gains on operating activities | 1,363 | 114 | 6,409 | 171 | - |
| Cash flow hedges - reclassified from OCI | 273 | 19 | 565 | - | - |
| Cash flow hedges - ineffective portion of changes in fair | 798 | - | 3,158 | - | - |
| value | |||||
| Finance income | 2,746 | 141 | 10,762 | 409 | 4,741 |
| Leases (interest portion) | (390) | (24) | (1,262) | (717) | (1,744) |
| Cash flow hedges - reclassified from OCI | - | - | - | (159) | (2,546) |
| Cash flow hedges - ineffective portion of changes in fair | - | (2,318) | - | (1,562) | (4,475) |
| value | |||||
| Foreign exchange gains on financing activities | - | (1,542) | - | (1,984) | - |
| Foreign exchange losses on operating activities | (175) | (1,683) | (6,034) | (777) | (1,620) |
| Interest expense on financial liabilities measured at | (2,416) | (1,863) | (5,911) | (5,475) | (9,672) |
| amortised cost | |||||
| Finance costs | (2,981) | (7,428) | (13,207) | (10,674) | (20,057) |
| Net finance costs recognised in profit or loss | (235) | (7,287) | (2,445) | (10,265) | (15,316) |
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Analysis of charge in period | |||||
| Current tax: | |||||
| Current income tax expense on profits for the period | 823 | 2,596 | 3,658 | 7,603 | 11,727 |
| Adjustment in respect of prior periods | - | - | - | - | (39) |
| Total current tax charge | 823 | 2,596 | 3,658 | 7,603 | 11,688 |
| Deferred tax: | |||||
| Origination and reversal of temporary differences | (899) | (1,012) | (2,251) | (2,403) | (4,414) |
| Deferred tax movements in respect of prior periods | - | - | - | - | - |
| Total deferred tax credit | (899) | (1,012) | (2,251) | (2,403) | (4,414) |
| - | - | ||||
| Total tax (credit)/charge | (76) | 1,584 | 1,407 | 5,200 | 7,274 |
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.
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | |
| Loss attributable to equity holders of the parent (£000) | (5,153) | (13,394) | (9,294) | (22,526) | (32,087) |
| Weighted average number of shares in issue (thousands) | 739,300 | 703,961 | 729,437 | 696,303 | 698,233 |
| Basic loss per share (pence) | (0.70) | (1.90) | (1.27) | (3.24) | (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 antidilutive 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 5,988,043 potential ordinary shares have not been included within the calculation of statutory diluted loss per share for the year (30 September 2022: 6,240,304 and 30 June 2022: 5,066,469). These potential ordinary shares could dilute earnings/loss per share in the future.
This property was transferred to assets held for sales at £850,000, which is the book value and market value.
| Assets held for sale | Transferred to | Fair value | Total assets |
|---|---|---|---|
| All figures in £000's | held for sale | adjustment | transferred |
| Property, plant and equipment | 850 | - | 850 |
| Total Assets held for sale | 850 | - | 850 |
| YTD Q3 | YTD Q3 | ||
|---|---|---|---|
| 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Non-Current | |||
| 2025 750m NOK Loan notes | 53,382 | - | 61,054 |
| 2023 850m NOK Loan notes | - | 78,172 | - |
| Bank borrowings | 15,746 | 17,771 | 17,226 |
| Lease liabilities | 8,832 | 17,151 | 14,765 |
| 77,960 | 113,094 | 93,045 | |
| Current | |||
| Bank borrowings | 9,439 | 1,583 | 5,569 |
| Lease liabilities | 12,318 | 12,643 | 11,522 |
| 21,757 | 14,226 | 17,091 | |
| Total loans and borrowings | 99,717 | 127,320 | 110,136 |
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 its existing NOK 850m floating rate listed bond, originally raised in June 2019.
On 21 November 2022, the Group refinanced its USD15m RCF, which was provided by DNB Bank ASA (50%) and HSBC UK Bank PLC (50%), 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.
On 15 February 2023, the Group drew down €9,000,000 on the GBP20,000 RCF. On 16 June 2023 this was repaid by a further draw down from the RCF of £7,750,000, leaving £12,250,000 undrawn as at 30 June 2023.
Additionally on 1 November 2022, the Group's Nordea Bank term loan of NOK 165.6m, which had a term loan of five years ending in November 2023 and interest rate of 2.5% above three month NIBOR, 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 of this facility remain the same.
| Additional paid-in |
|||
|---|---|---|---|
| Number | Share Capital | share capital | |
| Allotted, called up and fully paid | £000 | £000 | |
| Ordinary shares of 0.1 pence each | |||
| Balance at 30 September 2022 | 703,960,798 | 704 | 420,824 |
| Shares issued through placing and open offer | 35,189,350 | 35 | 10,839 |
| Cancellation of part of the share premium account | (394,235) | ||
| Exercise of share options | 127,321 | - | - |
| Balance at 30 June 2023 | 739,277,469 | 739 | 37,428 |
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 £13.0m were received for the placing and subscription shares. Non-recurring costs of £2.1m 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 £394,235,072.
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 loss 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.
| YTD Q3 | YTD Q3 | ||||
|---|---|---|---|---|---|
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Revenue | 34,267 | 36,272 | 133,129 | 115,519 | 158,277 |
| Cost of sales | (16,990) | (16,799) | (66,807) | (56,524) | (75,149) |
| Gross profit | 17,277 | 19,473 | 66,322 | 58,995 | 83,128 |
| Research and development costs | (1,496) | (1,426) | (4,494) | (4,663) | (6,691) |
| Other operating costs | (10,639) | (11,464) | (34,682) | (31,371) | (44,661) |
| Depreciation and impairment | (4,702) | (5,206) | (13,868) | (15,258) | (19,897) |
| Amortisation of capitalised development costs | (606) | (605) | (1,833) | (1,550) | (2,165) |
| Share of loss of equity accounted investees net of tax | (55) | (10) | 1 | (538) | (595) |
| Adjusted operating (loss)/profit | (221) | 762 | 11,446 | 5,615 | 9,119 |
| Exceptional - restructuring, disposal and acquisition related items |
(530) | (469) | (3,218) | 439 | 16 |
| Amortisation and impairment of intangible assets excluding development costs |
(3,712) | (4,244) | (12,397) | (12,171) | (16,996) |
| Operating loss | (4,463) | (3,951) | (4,169) | (6,117) | (7,861) |
| All figures in £000's | Q3 2023 (unaudited) |
Q3 2022 (unaudited) |
YTD Q3 2023 (unaudited) |
YTD Q3 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Loss before taxation | (4,698) | (11,238) | (6,614) | (16,382) | (23,177) |
| Exceptional - restructuring, disposal and acquisition related items |
530 | 469 | 3,218 | (439) | (16) |
| Amortisation and impairment of intangible assets excluding development costs |
3,712 | 4,244 | 12,397 | 12,171 | 16,996 |
| Adjusted (loss)/profit before tax | (456) | (6,525) | 9,001 | (4,650) | (6,197) |
Adjusted EBITDA excluding fair value
| All figures in £000's | Q3 2023 (unaudited) |
Q3 2022 (unaudited) |
YTD Q3 2023 (unaudited) |
YTD Q3 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Total R&D Investment | |||||
| Research and development costs | 1,496 | 1,426 | 4,494 | 4,663 | 6,691 |
| Internal capitalised development costs | 183 | 192 | 380 | 1,596 | 1,708 |
| Total R&D investment | 1,679 | 1,618 | 4,874 | 6,259 | 8,399 |
| YTD Q3 | YTD Q3 | ||||
| Q3 2023 | Q3 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Adjusted EBITDA excluding fair value movement in biological assets |
|||||
| Adjusted EBITDA | 5,087 | 6,573 | 27,147 | 22,423 | 31,181 |
Exclude fair value movement (1,457) (1,437) (1,704) (2,442) (1,595)
movement in biological assets 3,630 5,136 25,443 19,981 29,586
A key financial covenant is a minimum liquidity of £10m, defined as cash plus undrawn facilities.
| 30 June 2023 | |
|---|---|
| All figures in £000's | (unaudited) |
| Cash and cash equivalents | 32,858 |
| Undrawn bank facility | 12,250 |
| 45,108 |
The undrawn bank facility relates to the RCF facility. At 30 June 2023, £7.8m of the RCF was drawn (30 September 2022: £4m and 31 March 2022: £nil), leaving £12.3m undrawn (30 September 2022: £9.4m and 31 March 2022: £nil).
Net debt is cash and cash equivalents less loans and borrowings.
| 30 September | |||
|---|---|---|---|
| 30 June 2023 | 30 June 2022 | 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Cash and cash equivalents | 32,858 | 38,179 | 36,399 |
| Loans and borrowings (excluding lease liabilities) – current | (9,439) | (1,583) | (5,569) |
| Loans and borrowings (excluding lease liabilities) – non-current | (69,128) | (95,943) | (78,280) |
| Net debt excluding lease liabilities | (45,709) | (59,347) | (47,450) |
| Lease liabilities – current | (12,318) | (12,643) | (11,522) |
| Lease liabilities – non-current | (8,832) | (17,151) | (14,765) |
| Net debt | (66,859) | (89,141) | (73,737) |
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 £48,000. The goodwill has been impaired in the period. The following table shows the consideration paid and the fair value of the assets acquired.
| Total | |
|---|---|
| £000 | |
| 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 €9,000,000. 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 £1,250,000 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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