Earnings Release • Feb 15, 2024
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
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 31 December 2023 (the "Period"), which constitute the first quarter for the fiscal year ("FY") 2024. All Q1 FY23, Q4 FY23 and Q1 FY24 figures quoted in this announcement are based on unaudited accounts.
Trading in line with management's expectations for the full year underpinned by good revenue visibility in Genetics, continuing positive performance in Advanced Nutrition and focus on profitable growth with actions to manage costs and cash in Health as the business transitions to a new configuration for Ectosan® Vet and CleanTreat®.
| £m | Q1 FY24 | Q1 FY23 | % AER | % CER** | Q4 FY23 | FY23 |
|---|---|---|---|---|---|---|
| Restated | (full year) | |||||
| Revenue | 40.5 | 54.4 | -26% | -19% | 36.6 | 169.5 |
| Adjusted | ||||||
| Adj. EBITDA excluding fair value movement in biological asset |
7.5 | 12.5 | -40% | -34% | 9.2 | 35.6 |
| Adjusted EBITDA1 | 6.7 | 11.3 | -41% | -35% | 7.4 | 35.5 |
| Adjusted Operating Profit/(Loss)2 | (0.2) | 6.2 | n.m. | n.m. | 2.1 | 14.6 |
| Statutory |
| Operating loss | (4.4) | 0.3 | n.m. | n.m. | (2.3) | (5.3) |
|---|---|---|---|---|---|---|
| Profit/(loss) before tax | (7.2) | 0.6 | n.m. | n.m. | (7.3) | (12.7) |
| Loss for the period | (7.6) | (0.7) | n.m. | n.m. | (13.5) | (21.6) |
| Basic loss per share (p) | (1.03) | (0.18) | (1.87) | (3.16) | ||
| Net debt3 | (74.6) | (61.4) | (65.5) | (65.5) | ||
| Net debt excluding lease liabilities | (57.5) | (37.9) | (45.6) | (45.6) |
| £m | Q1 FY24 | Q1 FY23 | % AER | % CER** | Q4 FY23 | FY23 (full year) |
|---|---|---|---|---|---|---|
| Revenue | ||||||
| Advanced Nutrition | 19.3 | 22.7 | -15% | -7% | 17.1 | 78.5 |
| Genetics | 15.2 | 21.4 | -29% | -23% | 16.9 | 65.5 |
| Health | 6.1 | 10.4 | -42% | -39% | 2.6 | 25.5 |
| Adjusted EBITDA1 | ||||||
| Advanced Nutrition | 4.6 | 5.3 | -13% | -8% | 3.5 | 18.4 |
| Adj. EBITDA Margin (%) | 24% | 23% | 20% | 23% | ||
| Genetics | 2.5 | 2.9 | -15% | -5% | 5.4 | 15.7 |
| Genetics excluding fair value movements in biological assets |
3.3 | 4.1 | -19% | -9% | 7.2 | 15.8 |
| Adjusted EBITDA Margin (%) excl. FV movements in biological asses |
22% | 19% | 42% | 24% | ||
| Health | 0.6 | 4.1 | -86% | -84% | (0.9) | 4.8 |
*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, amortisation, and impairment), before exceptional items (2) Adjusted Operating Profit is operating gain or loss before exceptional items and amortisation of intangible assets excluding development costs
(3) Net debt is cash and cash equivalents less loans and borrowings
"We have had a busy quarter where we have maintained momentum in our two largest business areas and the Group is on track to meet management's expectations for the year. We have good visibility of revenues in Genetics, continuing good performance in Advanced Nutrition and have taken actions in Health to transition to a new business model for Ectosan® Vet and CleanTreat® which will increase its commercial attractiveness and strengthen our portfolio of sea lice solutions. We have a busy year ahead and intend to stay focused to deliver continued progress towards our goals. Longer term, as a supplier of specialised mission critical solutions to aquaculture producers worldwide, Benchmark is uniquely positioned in an industry with significant structural growth trends with significant opportunities ahead."
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a presentation for analysts and institutional investors on the day at 09.30 GMT (10.30 CET).
The presentation will be held in person at Haakon Vlls Gate 2, Oslo, Norway. To register your interest, please contact [email protected]
A live webcast of the presentation will be available for analysts and investors to join remotely at the following link: https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20240215\_10
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a second webcast for retail investors and wealth managers at 12.00pm UK time. The webcast is open to all existing and potential shareholders.
To register please visit: https://www.equitydevelopment.co.uk/news-and-events/benchmark-q1-investorpresentation-15february2024 Enquiries
For further information, please contact:
Benchmark Holdings plc [email protected] 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 Communications Tel: +44(0) 20 3128 8100 / (0)7884
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.
494112 Katie Hunt, Reg Hoare [email protected]
Benchmark's Q1 FY24 top line performance was relatively soft against a strong Q1 FY23 but ahead of the previous quarter, maintaining momentum in the business. The two largest business areas, Genetics and Advanced Nutrition performed in line with management's expectations, while our Health business area was affected by biological challenges faced by certain customers' fish stock which led to the cancellation of orders for Ectosan® Vet and CleanTreat® in December and therefore lower sales than previously anticipated. As a result, Group revenues against the same period in FY23 were down 26% to £40.5m, 19% at a constant exchange rate (CER) but 11% ahead of Q4 FY23. Lower revenues against the same period last year also reflect a strong comparative quarter in FY23 which benefitted from shortage in supply of salmon eggs in the market. Gross profit margin for the Group was 45% in line with the previous year (Q1 FY23: 45%).
Adjusted EBITDA margin excluding fair value movements from biological assets was 18% (Q1 FY23: 23%) with an improvement in Genetics and Advanced Nutrition offset by Health. Excluding Health, the Adj. EBITDA margin for the Group excluding fair value movements was 20% (Q1 FY23: 19%). Adjusted EBITDA from excluding fair value movements from biological assets was £7.5m (Q1 FY23: £12.5m). Again, the Group suffered adverse foreign exchange conditions, and at CER Adj. EBITDA excluding fair value movements fell 34%.
The Group has maintained financial discipline with a focus on spend and profitability. As a result, despite inflationary pressure, operating costs were £10.5m, 9% below the prior year (6% at CER). R&D costs were £1.5m, broadly in line with Q1 FY23 (Q1 FY23: £1.6m). Total R&D investment including capitalised development costs was £1.6m, in line with the prior year (Q1 FY23: £1.6m).
Depreciation and amortisation increased marginally from the comparative period last year to £10.5m (Q1 FY23: £10.0m). The increase in depreciation arising from the demobilisation of one of the CleanTreat® vessels was offset by a reduction in amortisation as some acquired assets become fully written off. Exceptional costs incurred in the period of £0.5m (Q1 FY23: £1.0m) related to costs associated with business reorganisation and the closure of the tilapia business.
Net finance cost in the period was £2.8m; (Q1 FY23: £0.2m income) with the increase primarily explained by a £2.5m credit in Q1 FY23 from changes the fair value of derivative financial instruments. In addition, there was an increase in interest costs in the year of £0.3m resulting from higher borrowings in the current quarter.
The Group reported a loss before tax of £7.2m (Q1 FY23: profit before tax £0.6m); the loss after tax for the period was £7.6m (Q1 FY23: loss after tax £0.7m).
Net operating cash outflow from operating activities for the period was £5.6m (Q1 FY23: inflow £8.1m) impacted by the lower sales. However, this also included an increase in net working capital of £10.8m against a much lower of £0.8m in the Q1 FY23, with the main movements being a lower reduction in receivables and biological assets and a higher reduction in payables in Q1 24 than in the comparative quarter. Movements in biological assets and receivables both showed larger reductions in Q1 23 than in Q1 24 and were dominated by the impact in Genetics of the supply issues in the market in Q4 FY22 and Q1 FY23. The opportunities from which Benchmark was able to benefit due to these supply issues meant an abnormally high biological asset inventory in September 2022, and hence a larger reduction in Q1 FY23, during which the supply issues were resolved, than in Q1 FY24 when inventory levels were more normalised throughout. The same supply issues also meant a higher level of debtors in September 2022 from higher sales in Q4 FY22 leading to a larger reduction in debtors in Q1 23 than in Q1 24. The large reduction in creditors in Q1 24 compared to Q1 23 occurred due to larger contractual payments for artemia supplies in Q1 24, an increase in payables for exceptional costs within Corporate for the Oslo listing preparation work at the end of Q1 23 which were paid off after the end of that quarter and higher accrued harvest production costs at September 2023 which returned to normal levels at the end of Q1 24.
Net cash used in investing activities wassignificantly reduced to £0.8m (Q1 FY23: £2.2m) of which capex was £1.0m (Q1 FY23: £1.9m). Capex in the period related to investment in Genetics (£0.6m) and Advanced Nutrition (£0.3m). Net cash outflow from financing activities was £5.5m arising mainly from interest and lease payments. Net decrease in cash in the quarter was £11.8m (Q1 FY23: £8.1m inflow) to leave the period end cash position at £24.2m and liquidity of £36.4m.
Advanced Nutrition revenues were £19.3m, 15% below the prior year (-7% CER) but 13% ahead of Q4 FY23, a good performance against a backdrop of continuing soft market conditions. By geography performance was stronger in Europe driven by sales to the marine fish market, and in the Americas, while Asia was most affected by conditions in the shrimp markets. Innovation continues to be an important part of the Group's strategy and we were pleased with the customer reception for the recently launched SnappArt, with initial volumes sold out.
Gross margin was 53% (Q1 FY23: 50%) reflecting a change in product mix. Q1 FY24 Adjusted EBITDA was £4.6m (Q1 FY23: £5.3m) as a result of lower sales. Adjusted EBITDA margin was marginally up at 24% (Q1 FY23: 23%).
The resilience and continued good performance of Advanced Nutrition in difficult markets reflects our continuous innovation, focused commercial effort, financial discipline, and our drive to improve operational efficiency. Together this puts the business in a strong position for a recovery in the market.
Genetics delivered revenues of £15.2m in Q1 FY24 (Q1 FY23: £21.4m) primarily driven by normalised egg volumes against the prior year which benefitted from supply constraints in the market. Egg sales were 86m against 118m in Q1 FY23. Our core salmon business had revenues of £13.6m (Q1 FY23: £20.7m) primarily driven by lower egg sales and lower harvest income at £2.8m (Q1 FY23: £3.5m). Revenues from genetic services were 15% ahead of the prior year.
In our growth vectors, increasing commercial traction in Chile translated into revenues of £0.9m (Q1 FY23: £0.01m) taking the Company closer to profitability. Sales of shrimp genetics were broadly in line with the prior year at £0.3m (Q1 FY23: £0.3m).
Adjusted EBITDA for Q1 FY24 excluding fair value movements of biological assets was £3.3m, 19% below the prior year (Q1 FY23: £4.1m), and at constant exchange rates, was 9% below the prior year. The fair value movements on biological assets in the quarter was a £0.8m reduction in value (Q1 FY23: £1.2m reduction), so Adjusted EBITDA including fair value movements for Q1 FY24 was £2.5m (Q1 FY23: £2.9m). Adjusted EBITDA margin excluding fair value movements in biological assets increased to 22% (Q1 FY23: 19%) reflecting an improvement in our growth vectors, Chile and shrimp genetics.
Innovation is a key element in the strategy of our core genetics business to bring in new traits and technologies that differentiate our offering and can add substantial value for our customers. We continue to progress our work on sterility and gene editing to position ourselves at the forefront of these developments. In addition, post year end we launched a new product portfolio of specialised, premium genetics products based on innovation in our existing technologies, including genomics and cryopreservation, to optimise our genetic design, and focus our selection intensity on the traits that give the most benefit to customers.
Post period end, the Company reported an isolated incident of ISA virus (Infectious Salmon Anaemia) at its facility in Salten. The tank containing the affected fish is an isolated unit with separate water systems and farming equipment. The tank contained 1,582 broodstock fish, equivalent to a production of 12m salmon eggs. All fish in the tank were culled and the Company does not expect the incident to impact its delivery capability. The Company has accessible broodstock from other fish groups in the facility as well as access to additional supply of eggs from third party partners in Norway and from its own facility in Iceland.
Revenues in Q1 FY24 were £6.1m (Q1 FY23: £10.4m) primarily reflecting lower sales of Ectosan® Vet and CleanTreat® which were impacted by biological challenges at certain customers which led to the cancellation of sales in December. Revenues from Ectosan® Vet and CleanTreat® were £4.0m of which £1.4m was derived from recharging vessel and fuel costs associated with the Ectosan® Vet and CleanTreat® operations. Sales of Salmosan® Vet – the Group's well-established sea lice treatment were down as a result of geographic mix with sales skewed towards countries with lower pricing versus last year. The reduction in revenues resulted in Adjusted EBITDA of £0.6m in the quarter (Q1 FY23: £4.1m).
In December 2023, we took the decision to demobilise one of the two CleanTreat® vessels in light of the lowcapacity utilisation. The decision also led to a streamlining of the Health business area reducing its costs base. As Q2 evolves we will monitor capacity utilisation, prioritising cash management in the transition period until new a less capital intensive business model is in place. We view a model with CleanTreat® integrated into wellboats as the medium to long term solution and continue our work to bring this into place. In addition, we are exploring a third configuration for CleanTreat® based on a barge in order to provide customers with continuity through a less costly alternative until the wellboat solution is implemented.
On 22 January, the Company announced a strategic review to evaluate the Company's options including, but not limited to, a potential sale of the Company as a whole or of one or more individual business units. The purpose of the strategic review is to establish whether there are bidders prepared to offer a price that the Board considers attractive relative to its view of the Company's intrinsic value. Further announcements will be made as appropriate in due course.
The Group is trading in line with management's expectations for the full year underpinned by good visibility of revenues in Genetics, continued good performance in Advanced Nutrition and streamlining of our infrastructure and operations in Health. Post period end the Genetics and Advanced Nutrition business areas are trading well, and actions are being taken to manage costs and cash in our Health business area through the period of transition to a new business model.
| Q1 2023 | ||||
|---|---|---|---|---|
| Q1 2024 | Restated* | FY 2023 | ||
| All figures in £000's | Notes | (unaudited) | (unaudited) | (audited) |
| Revenue | 4 | 40,473 | 54,422 | 169,476 |
| Cost of sales | (22,110) | (30,024) | (82,726) | |
| Gross profit | 18,363 | 24,398 | 86,750 | |
| Research and development costs | (1,517) | (1,551) | (6,069) | |
| Other operating costs | (10,490) | (11,568) | (45,157) | |
| Share of profit/(loss) of equity-accounted investees, net of tax | 318 | 56 | (32) | |
| Adjusted EBITDA² | 6,674 | 11,335 | 35,492 | |
| Exceptional - restructuring, acquisition and disposal related items | 6 | (517) | (972) | (3,904) |
| EBITDA¹ | 6,157 | 10,363 | 31,588 | |
| Depreciation and impairment | (6,249) | (4,539) | (18,409) | |
| Amortisation and impairment | (4,268) | (5,502) | (18,495) | |
| Operating (loss)/profit | (4,360) | 322 | (5,316) | |
| Finance cost | 7 | (5,385) | (7,277) | (15,048) |
| Finance income | 7 | 2,554 | 7,508 | 7,670 |
| (Loss)/profit before taxation | (7,191) | 553 | (12,694) | |
| Tax on loss/profit | 8 | (433) | (779) | (3,365) |
| Loss from continuing operations | (7,624) | (226) | (16,059) | |
| Discontinued operations | ||||
| Loss from discontinued operations, net of tax | 5 | - | (453) | (5,505) |
| (7,624) | (679) | (21,564) | ||
| Loss for the year attributable to: | ||||
| - Owners of the parent | (7,627) | (1,283) | (23,146) | |
| - Non-controlling interest | 3 | 604 | 1,582 | |
| (7,624) | (679) | (21,564) | ||
| Earnings per share | ||||
| Basic loss per share (pence) | 9 | (1.03) | (0.18) | (3.16) |
| Diluted loss per share (pence) | 9 | (1.03) | (0.18) | (3.16) |
| Earnings per share - continuing operations | ||||
| Basic loss per share (pence) | 9 | (1.03) | (0.12) | (2.41) |
| Diluted loss per share (pence) | 9 | (1.03) | (0.12) | (2.41) |
| Adjusted EBITDA from continuing operations | 6,674 | 11,335 | 35,492 | |
| Adjusted EBITDA from discontinued operations | - | (368) | (1,254) | |
| Total Adjusted EBITDA | 6,674 | 10,967 | 34,238 |
1 EBITDA – Earnings before interest, tax, depreciation, amortisation, and impairment
2 Adjusted EBITDA – EBITDA before exceptional items including acquisition related items
* Q1 2023 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. (See Note 5).
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Loss for the period | (7,624) | (679) | (21,564) |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
| Foreign exchange translation differences | (7,413) | (18,040) | (23,475) |
| Cash flow hedges - changes in fair value | (890) | (516) | (2,123) |
| Cash flow hedges - reclassified to profit or loss | 120 | (113) | 2,623 |
| Total comprehensive income for the period | (15,807) | (19,348) | (44,539) |
| Total comprehensive income for the period attributable to: | |||
| - Owners of the parent | (15,741) | (19,751) | (45,404) |
| - Non-controlling interest | (66) | 403 | 865 |
| (15,807) | (19,348) | (44,539) | |
| Total comprehensive income for the period attributable to owners of the parent: | |||
| - Continuing operations | (15,741) | (19,547) | (39,777) |
| - Discontinued operations* | - | (204) | (5,627) |
| (15,741) | (19,751) | (45,404) |
* Total comprehensive income for the period relating to discontinued operations for Q1 2024 includes the loss of £Nil (Q1 2023: £453,000) and foreign exchange gain of £Nil (Q1 2023: £249,000). FY23 includes the loss of £5,505,000 and foreign exchange loss of £122,000.
The accompanying notes are an integral part of this consolidated financial information.
| 31 December 2023 |
31 December 2022 |
30 September 2023 |
||
|---|---|---|---|---|
| All figures in £000's | Notes | (unaudited) | (unaudited) | (audited) |
| Assets | ||||
| Property, plant and equipment | 71,664 | 80,505 | 73,411 | |
| Right-of-use assets | 16,513 | 23,883 | 19,804 | |
| Intangible assets | 194,953 | 224,606 | 206,077 | |
| Equity-accounted investees | 3,780 | 3,041 | 3,558 | |
| Other investments | 1 | 15 | 14 | |
| Biological and agricultural assets | 23,779 | 24,930 | 18,406 | |
| Trade and other receivables | - | 422 | - | |
| Non-current assets | 310,690 | 357,402 | 321,270 | |
| Inventories | 24,505 | 28,222 | 25,269 | |
| Biological and agricultural assets | 19,926 | 17,154 | 27,586 | |
| Trade and other receivables | 56,380 | 51,159 | 59,795 | |
| Cash and cash equivalents | 24,164 | 42,782 | 36,525 | |
| 124,975 | 139,317 | 149,175 | ||
| Assets held for sale | 10 | 500 | - | 850 |
| Current assets | 125,475 | 139,317 | 150,025 | |
| Total assets | 436,165 | 496,719 | 471,295 | |
| Liabilities | ||||
| Trade and other payables | (33,513) | (35,254) | (47,329) | |
| Loans and borrowings | 11 | (18,682) | (16,227) | (20,045) |
| Corporation tax liability | (5,929) | (10,349) | (6,422) | |
| Provisions | (2,410) | (1,587) | (1,280) | |
| Current liabilities | (60,534) | (63,417) | (75,076) | |
| Loans and borrowings | 11 | (80,032) | (87,958) | (81,954) |
| Other payables | (5,930) | (4,369) | (6,842) | |
| Deferred tax | (22,168) | (25,105) | (24,106) | |
| Provisions | (440) | - | (700) | |
| Non-current liabilities | (108,570) | (117,432) | (113,602) | |
| Total liabilities | (169,104) | (180,849) | (188,678) | |
| Net assets | 267,061 | 315,870 | 282,617 | |
| Issued capital and reserves attributable to owners of the parent |
||||
| Share capital | 12 | 739 | 739 | 739 |
| Additional paid-in share capital | 12 | 37,428 | 432,423 | 37,428 |
| Capital redemption reserve | 5 | 5 | 5 | |
| Retained earnings | 176,114 | (186,120) | 183,489 | |
| Hedging reserve | (973) | (1,332) | (203) | |
| Foreign exchange reserve | 47,603 | 59,866 | 54,947 | |
| Equity attributable to owners of the parent | 260,916 | 305,581 | 276,405 | |
| Non-controlling interest | 6,146 | 10,289 | 6,212 | |
| Total equity and reserves | 267,062 | 315,870 | 282,617 |
The accompanying notes are an integral part of this consolidated financial information
| Share capital £000 |
Additional paid-in share capital £000 |
Other reserves* £000 |
Hedging reserve £000 |
Retained earnings £000 |
Total attributable to equity holders of parent £000 |
Non controlling interest £000 |
Total equity £000 |
|
|---|---|---|---|---|---|---|---|---|
| As at 1 October 2023 (audited) | 739 | 37,428 | 54,952 | (203) | 183,489 | 276,405 | 6,212 | 282,617 |
| Comprehensive income/(loss) for the period | ||||||||
| Profit/(loss) for the period | - | - | - | - | (7,627) | (7,627) | 3 | (7,624) |
| Other comprehensive income/(loss) | - | - | (7,344) | (770) | - | (8,114) | (69) | (8,183) |
| Total comprehensive income/(loss) for the period | - | - | (7,344) | (770) | (7,627) | (15,741) | (66) | (15,807) |
| Contributions by and distributions to owners | ||||||||
| Share-based payment | - | - | - | - | 252 | 252 | - | 252 |
| Total contributions by and distributions to owners | - | - | - | - | 252 | 252 | - | 252 |
| Total transactions with owners of the Company | - | - | - | - | 252 | 252 | - | 252 |
| As at 31 December 2023 (unaudited) | 739 | 37,428 | 47,608 | (973) | 176,114 | 260,916 | 6,146 | 267,062 |
| 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 | - | - | - | - | (1,283) | (1,283) | 604 | (679) |
| Other comprehensive income/(loss) | - | - | (17,839) | (629) | - | (18,468) | (201) | (18,669) |
| Total comprehensive income/(loss)for the period | - | - | (17,839) | (629) | (1,283) | (19,751) | 403 | (19,348) |
| Contributions by and distributions to owners | ||||||||
| Share issue | 35 | 12,985 | - | - | - | 13,020 | - | 13,020 |
| Share issue costs recognised through equity | - | (1,386) | - | - | - | (1,386) | - | (1,386) |
| Share-based payment | - | - | - | - | 299 | 299 | - | 299 |
| Total contributions by and distributions to owners | 35 | 11,599 | - | - | 299 | 11,933 | - | 11,933 |
| Total transactions with owners of the Company | 35 | 11,599 | - | - | 299 | 11,933 | - | 11,933 |
| As at 31 December 2022 (unaudited) | 739 | 432,423 | 59,871 | (1,332) | (186,120) | 305,581 | 10,289 | 315,870 |
| 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 | - | (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 (audited) | 739 | 37,428 | 54,952 | (203) | 183,489 | 276,405 | 6,212 | 282,617 |
*Other reserves in this statement is an aggregation of capital redemption reserve and foreign exchange reserve
| Notes | Q1 2024 (unaudited) |
Q1 2023 (unaudited) |
FY 2023 (audited) |
|
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Loss for the period | (7,624) | (679) | (21,564) | |
| Adjustments for: | ||||
| Depreciation and impairment of property, plant and equipment | 2,969 | 2,033 | 8,453 | |
| Depreciation and impairment of right-of-use assets | 3,280 | 2,582 | 10,260 | |
| Amortisation and impairment of intangible fixed assets | 4,268 | 5,502 | 18,495 | |
| (Profit)/loss on sale of property, plant and equipment | 5 | (37) | (121) | |
| Loss on sale of discontinued operation | - | - | 3,774 | |
| Finance income | (210) | (7,508) | (2,802) | |
| Finance costs | 2,685 | 7,010 | 10,535 | |
| Loss on disposal of investments in joint ventures | (42) | - | - | |
| Share of (profit)/loss of equity-accounted investees, net of tax | (318) | (56) | 32 | |
| Foreign exchange gains | 745 | 418 | (1,814) | |
| Share-based payment expense | 252 | 299 | 1,005 | |
| Tax expense | 433 | 779 | 3,365 | |
| Decrease/(increase) in trade and other receivables | 1,191 | 4,011 | (6,570) | |
| Decrease/(increase) in inventories | 570 | 1,571 | 2,877 | |
| Decrease/(increase) in biological and agricultural assets | 813 | 3,294 | (1,659) | |
| (Decrease)/Increase in trade and other payables | (13,393) | (9,633) | 3,909 | |
| Decrease /(increase) in provisions | 7 | (9) | 386 | |
| (4,369) | 9,577 | 28,561 | ||
| Income taxes paid | (1,204) | (1,509) | (8,556) | |
| Net cash flows generated from operating activities | (5,573) | 8,068 | 20,005 | |
| Investing activities | ||||
| Acquisition of subsidiaries | - | - | (48) | |
| Purchase of investments in associates | - | (63) | (558) | |
| Receipts from disposal of subsidiaries, joint ventures, and other | ||||
| investments | 37 | - | 1,250 | |
| Purchases of property, plant and equipment | (921) | (1,829) | (5,953) | |
| Purchase of intangibles | (50) | (30) | (196) | |
| Capitalised research and development costs | (62) | (54) | (632) | |
| Cash advances and loans made to other parties | - | (415) | - | |
| Proceeds from sale of fixed assets | 18 | 75 | 227 | |
| Cash receipts from swap contracts | - | - | 11 | |
| Interest received | 204 | 160 | 627 | |
| Net cash flows used in investing activities | (774) | (2,156) | (5,272) | |
| Financing activities | ||||
| Proceeds of share issues | - | 13,020 | 13,020 | |
| Share-issue costs recognised through equity | - | (1,386) | (2,146) | |
| Acquisition of minority interests in subsidiaries, net of cash acquired | - | - | (8,009) | |
| Proceeds from bank or other borrowings, net of borrowing fees | - | (600) | 21,847 | |
| Repayment of bank or other borrowings | (386) | (4,397) | (18,470) | |
| Interest and finance charges paid | (2,250) | (2,211) | (9,131) | |
| Repayments of lease liabilities | (2,854) | (2,200) | (9,438) | |
| Net cash used in financing activities | (5,490) | 2,226 | (12,327) | |
| Net increase/(decrease) in cash and cash equivalents | (11,837) | 8,138 | 2,406 | |
| Cash and cash equivalents at beginning of period | 36,525 | 36,399 | 36,399 | |
| Effect of movements in exchange rate | (524) | (1,755) | (2,280) | |
| Cash and cash equivalents at end of period | 24,164 | 42,782 | 36,525 |
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 three months ended 31 December 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 2023 were prepared in accordance with (i) UK-adopted International Accounting Standards and (ii) IFRS adopted pursuant to Regulation (EC) No. 1606/2002 as it applied in the European Union ("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 2023 and the unaudited financial information in the Quarterly Financial Report for the three months ended 31 December 2022. The comparative figures for the financial year ended 30 September 2023 are not the Company's statutory accounts for that financial year. Those accounts were approved by the Directors on 29 November 2023 and have been delivered to the Registrar of Companies. The audit report received on those accounts was (i) unqualified and (ii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
These consolidated quarterly financial statements have been prepared and approved by the Directors 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 2023. These consolidated quarterly financial statements were approved by the Board of Directors on 15 February 2024.
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 31 December 2023 the Group had net assets of £267.1m (30 September 2023: £282.6m), including cash of £24.2m (30 September 2022: £36.5m) as set out in the consolidated balance sheet. The Group made a loss for the period of £7.6m (year ended 30 September 2023: loss £21.6m).
As noted in the Management Report, the business experienced tough market conditions in the shrimp markets in FY23 which continued into the first quarter of FY24. This has also combined with lower demand for its sealice solution in the first quarter of FY24. The lower demand has resulted in the decision to reduced available CleanTreat® capacity in the market to match demand and preserve cash as we move towards a lower cost CleanTreat® model.
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 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 Directors consider that adequate finance facilities are in place following the completion of the refinancing in FY23, 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 Board believes that the current share price materially undervalues the combined value of Benchmark's businesses and the long-term prospects of the Company. Consequently, the Board announced on 22 January 2024 the decision to undertake a formal review of the Company's strategic options, which include a potential sale of the Company as a whole or of one or more of the individual business units.
As this is only the very beginning of the process, there are currently no deal or deals identified or underway and all parts of the business are operating as usual, so there is no impact on the Directors' assessment of going concern.
The Directors are therefore confident that even under all of the above sensitivity analysis and ongoing strategic review, 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.
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.
The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by UK or 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.
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.
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.
Reconciliations of segmental information to IFRS measures
| Segmental Revenue | |||
|---|---|---|---|
| Q1 2024 | Q1 2023 | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited)* | (audited)* |
| Genetics | 15,164 | 21,439 | 65,791 |
| Advanced Nutrition | 19,283 | 22,680 | 78,503 |
| Health | 6,059 | 10,385 | 25,514 |
| Corporate | 1,349 | 1,437 | 5,747 |
| Inter-segment sales | (1,382) | (1,446) | (5,811) |
| Total | 40,473 | 54,495 | 169,744 |
| Q1 2024 | Q1 2023 | FY 2023 | |
|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited)* | (audited)* |
| Genetics | 2,498 | 2,563 | 14,409 |
| Advanced Nutrition | 4,600 | 5,297 | 18,374 |
| Health | 570 | 4,067 | 4,772 |
| Corporate | (994) | (960) | (3,317) |
| Total | 6,674 | 10,967 | 34,238 |
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before taxation
| All figures in £000's | Q1 2024 (unaudited) |
Q1 2023 (unaudited)* |
FY 2023 (audited)* |
|---|---|---|---|
| Total reportable segment Adjusted EBITDA | 7,668 | 11,927 | 37,555 |
| Corporate Adjusted EBITDA | (994) | (960) | (3,317) |
| Adjusted EBITDA | 6,674 | 10,967 | 34,238 |
| Exceptional - restructuring, acquisition and disposal related items | (517) | (972) | (7,817) |
| Depreciation and impairment | (6,249) | (4,615) | (18,713) |
| Amortisation and impairment | (4,268) | (5,502) | (18,495) |
| Net finance costs | (2,831) | 222 | (7,412) |
| Loss before taxation from continuing operations | (7,191) | 100 | (18,199) |
Reconciliation of segmental information to IFRS measures – Revenue and Loss before tax
Revenue
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| (unaudited) | (unaudited) | (audited) | |
| Total revenue per segmental information | 40,473 | 54,495 | 169,744 |
| Less: revenue from discontinued operations | - | (73) | (268) |
| Consolidated revenue | 40,473 | 54,422 | 169,476 |
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| (unaudited) | (unaudited) | (audited) | |
| Profit/(loss) before tax per segmental information | (7,191) | 100 | (18,199) |
| Less: (profit)/loss before tax from discontinued operations | - | 453 | 5,505 |
| Consolidated Profit/(loss) before tax | (7,191) | 553 | (12,694) |
* Results include discontinued operations, see note 5 for further detail
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.
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 31 December 2023 (unaudited) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total | Discontinued | Continuing | |
| Sale of goods | 14,841 | 19,254 | 4,459 | - | - | 38,554 | - | 38,554 | |
| Provision of services | 319 | - | 1,600 | - | - | 1,919 | - | 1,919 | |
| Inter-segment sales | 4 | 29 | - | 1,349 | (1,382) | - | - | - | |
| 15,164 | 19,283 | 6,059 | 1,349 | (1,382) | 40,473 | - | 40,473 |
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total | Discontinued | Continuing |
|---|---|---|---|---|---|---|---|---|
| Sale of goods | 21,121 | 22,672 | 7,449 | - | - | 51,242 | 73 | 51,169 |
| Provision of services | 317 | - | 2,936 | - | - | 3,253 | - | 3,253 |
| Inter-segment sales | 1 | 8 | - | 1,437 | (1,446) | - | - | - |
| 21,439 | 22,680 | 10,385 | 1,437 | (1,446) | 54,495 | 73 | 54,422 |
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment 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 |
| 3 months ended 31 December 2023 (unaudited) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment sales |
Total | Discontinued | Continuing | ||
| Norway | 9,557 | 311 | 4,809 | - | - | 14,677 | - | 14,677 | ||
| Vietnam | - | 1,635 | - | - | - | 1,635 | - | 1,635 | ||
| India | - | 4,163 | - | - | - | 4,163 | - | 4,163 | ||
| Iceland | 1,233 | - | - | - | - | 1,233 | - | 1,233 | ||
| Ecuador | 32 | 1,489 | - | - | - | 1,521 | - | 1,521 | ||
| Canada | 60 | 22 | 142 | - | - | 224 | - | 224 | ||
| Turkey | 9 | 1,898 | - | - | - | 1,907 | - | 1,907 | ||
| Indonesia | 92 | 1,282 | - | - | - | 1,374 | - | 1,374 | ||
| Faroe Islands | 1,472 | - | 432 | - | - | 1,904 | - | 1,904 | ||
| Greece | - | 1,948 | - | - | - | 1,948 | - | 1,948 | ||
| China | 98 | 502 | - | - | - | 600 | - | 600 | ||
| United Kingdom | 774 | 7 | 53 | - | - | 834 | - | 834 | ||
| Chile | 984 | - | 623 | - | - | 1,607 | - | 1,607 | ||
| Rest of Europe | 382 | 1,656 | - | - | - | 2,038 | - | 2,038 | ||
| Rest of World | 467 | 4,341 | - | - | - | 4,808 | - | 4,808 | ||
| Inter-segment sales | 4 | 29 | - | 1,349 | (1,382) | - | - | - | ||
| 15,164 | 19,283 | 6,059 | 1,349 | (1,382) | 40,473 | - | 40,473 |
| Inter | ||||||||
|---|---|---|---|---|---|---|---|---|
| Advanced | segment | |||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | Discontinued | Continuing |
| Norway | 16,884 | 90 | 8,295 | - | - | 25,269 | - | 25,269 |
| Vietnam | - | 2,718 | - | - | - | 2,718 | - | 2,718 |
| India | - | 4,203 | - | - | - | 4,203 | - | 4,203 |
| Iceland | 1,788 | - | - | - | - | 1,788 | - | 1,788 |
| Ecuador | 20 | 1,740 | - | - | - | 1,760 | - | 1,760 |
| Canada | 25 | 21 | 1,565 | - | - | 1,611 | - | 1,611 |
| Turkey | 6 | 2,204 | - | - | - | 2,210 | - | 2,210 |
| Indonesia | 208 | 1,691 | - | - | - | 1,899 | - | 1,899 |
| Faroe Islands | 1,095 | - | 229 | - | - | 1,324 | - | 1,324 |
| Greece | - | 2,269 | - | - | - | 2,269 | - | 2,269 |
| China | - | 1,836 | - | - | - | 1,836 | - | 1,836 |
| United Kingdom | 737 | 19 | 42 | - | - | 798 | - | 798 |
| Chile | 12 | 2 | 254 | - | - | 268 | - | 268 |
| Rest of Europe | 274 | 1,622 | - | - | - | 1,896 | - | 1,896 |
| Rest of World | 389 | 4,257 | - | - | - | 4,646 | 73 | 4,573 |
| Inter-segment sales | 1 | 8 | - | 1,437 | (1,446) | - | - | - |
| 21,439 | 22,680 | 10,385 | 1,437 | (1,446) | 54,495 | 73 | 54,422 |
Primary geographical markets (continued)
| 12 months ended 30 September 2023 (audited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Advanced Nutrition |
Health | Corporate | Inter segment 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 |
| Indonesia | 637 | 4,099 | - | - | - | 4,736 | - | 4,736 |
| Faroe Islands | 6,160 | - | 718 | - | - | 6,878 | - | 6,878 |
| Greece | - | 6,759 | - | - | - | 6,759 | - | 6,759 |
| China | 327 | 4,502 | - | - | - | 4,829 | - | 4,829 |
| United Kingdom | 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 | 1,853 | 22,022 | - | - | - | 23,875 | 268 | 23,607 |
| Inter-segment sales | 10 | 54 | - | 5,747 | (5,811) | - | - | - |
| 65,791 | 78,503 | 25,514 | 5,747 | (5,811) | 169,744 | 268 | 169,476 |
During FY23, the group divested its tilapia business for consideration of USD 1 in a management buy out. Consequently, these operations were classified as discontinued in the prior year and a restatement of the consolidated income statement for the period ended 31 December 2022 has been made to reflect these changes.
| Continuing operations | Discontinued operations | |||
|---|---|---|---|---|
| All figures in £000's | Revenue | Adjusted EBITDA |
Loss from continuing operations |
Loss from discontinued operations |
| As stated in Q1 FY23 financial statements | 54,495 | 10,967 | (679) | - |
| Reclassified in Q1 | (73) | 368 | 453 | (453) |
| As stated in Q1 FY24 financial statements | 54,422 | 11,335 | (226) | (453) |
| Q1 FY23 | |||
|---|---|---|---|
| Q1 FY24 | Restated | FY23 | |
| £000 | £000 | £000 | |
| Revenue | - | 73 | 268 |
| Cost of sales | - | (244) | (973) |
| Gross profit | - | (171) | (705) |
| Research and development costs | - | (12) | (59) |
| Other operating costs | - | (185) | (490) |
| Share of profit of equity-accounted investees, net of tax | - | - | - |
| Adjusted EBITDA | - | (368) | (1,254) |
| Exceptional loss on disposal | - | - | (3,913) |
| EBITDA | - | (368) | (5,167) |
| Depreciation and impairment | - | (76) | (304) |
| Amortisation and impairment | - | - | - |
| Operating loss / Loss before taxation | - | (444) | (5,471) |
| Net finance costs | - | (9) | (34) |
| Loss before taxation | - | (453) | (5,505) |
| Tax on loss | - | - | - |
| Loss from discontinued operations | - | (453) | (5,505) |
| Q1 FY24 | Q1 FY23 | FY23 | |
|---|---|---|---|
| £000 | £000 | £000 | |
| Profit/(loss) on disposal of subsidiaries | - | - | 3,774 |
| Profit/(loss) on other asset disposals | - | - | 139 |
| Total exceptional recognised | - | - | 3,913 |
The results from discontinued operations relate solely to the Genetics operating segment.
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 | Q1 2024 (unaudited) |
Q1 2023 (unaudited) |
FY 2023 (audited) |
|---|---|---|---|
| Acquisition related items | - | - | 652 |
| Exceptional restructuring costs | 517 | 948 | 3,470 |
| Disposal related items | - | 24 | (218) |
| Total exceptional items | 517 | 972 | 3,904 |
In FY2023 acquisition related items comprise fees incurred in the year in connection with an aborted acquisition.
Exceptional costs include: £517,000 of restructuring costs (Q1 2023: £85,000, FY2023 £872,000). In addition to this in FY23 there were £2,598,000 (Q1 2023: £863,000) of legal and professional costs in relation to preparing for listing the Group on the Oslo stock exchange.
Disposal related items of £nil relation to disposals (Q1 2023: £24,000, FY2023 £17,000). In FY2023 there was also a credit of £235,000 for additional contingent consideration received and receivable relating to the disposal of Improve International Limited and its subsidiaries on 23 June 2020.
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Interest received on bank deposits | 210 | 160 | 627 |
| Foreign exchange gains on financing activities | - | - | 158 |
| Foreign exchange gains on operating activities | 2,344 | 4,825 | 4,709 |
| Cash flow hedges - ineffective portion of changes in fair value | - | 2,523 | 2,176 |
| Finance income | 2,554 | 7,508 | 7,670 |
| Leases (interest portion) | (336) | (345) | (1,620) |
| Foreign exchange losses on operating activities | (2,700) | (4,922) | (4,547) |
| Interest expense on financial liabilities measured at amortised cost | (2,349) | (2,010) | (8,881) |
| Finance costs | (5,385) | (7,277) | (15,048) |
| Net finance costs recognised in profit or loss | (2,831) | 231 | (7,378) |
| All figures in £000's | Q1 2024 (unaudited) |
Q1 2023 (unaudited) |
FY 2023 (audited) |
|---|---|---|---|
| Analysis of charge in period | |||
| Current tax: | |||
| Current income tax expense on profits for the period | 1,319 | 1,838 | 6,178 |
| Adjustment in respect of prior periods | - | - | (880) |
| Total current tax charge | 1,319 | 1,838 | 5,298 |
| Deferred tax: | |||
| Origination and reversal of temporary differences | (886) | (1,059) | (1,933) |
| Deferred tax movements in respect of prior periods | - | - | - |
| Total deferred tax charge/(credit) | (886) | (1,059) | (1,933) |
| - | |||
| Total tax charge | 433 | 779 | 3,365 |
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.
| Q1 2024 (unaudited) |
Q1 2023 (unaudited) |
FY 2023 (audited) |
|
|---|---|---|---|
| Loss attributable to equity holders of the parent (£000) | |||
| Continuing operations | (7,627) | (830) | (17,641) |
| Discontinued operations | - | (453) | (5,505) |
| Total | (7,627) | (1,283) | (23,146) |
| Weighted average number of shares in issue (thousands) | 739,352 | 710,087 | 731,935 |
| Basic loss per share (pence) | |||
| Continuing operations | (1.03) | (0.12) | (2.41) |
| Discontinued operations | - | (0.06) | (0.75) |
| Total | (1.03) | (0.18) | (3.16) |
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 14,571,445 potential ordinary shares have not been included within the calculation of statutory diluted loss per share for the year (30 September 2023: 8,948,132). These potential ordinary shares could dilute earnings/loss per share in the future.
During 2022, management committed to sell certain property, plant and equipment held within the Health business area. The property concerned is no longer required by the business and the decision was made to sell. It is anticipated that sale will take place within 12 months. The market value of the property has fallen during the period and an impairment charge of £350,000 has been incurred, such that the market value at the period end is £500,000 (31 December 2023: £850,000).
There are no liabilities directly associated with the assets held for sale.
| Assets held for sale | Q1 2024 | Q1 2023 | FY 2023 |
|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Property, plant and equipment | 500 | - | 850 |
| Total Assets held for sale | 500 | - | 850 |
| Q1 2024 | Q1 2023 | FY 2023 | |
|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Non-Current | |||
| 2025 750m NOK Loan notes | 57,403 | 63,325 | 57,604 |
| Bank borrowings | 16,349 | 17,201 | 16,799 |
| Unamortised debt issue costs | (532) | (1,459) | (742) |
| Lease liabilities | 6,812 | 8,891 | 8,293 |
| 80,032 | 87,958 | 81,954 | |
| Current | |||
| Bank borrowings | 9,315 | 1,603 | 9,320 |
| Unamortised debt issue costs | (842) | - | (842) |
| Lease liabilities | 10,209 | 14,624 | 11,567 |
| 18,682 | 16,227 | 20,045 | |
| Total loans and borrowings | 98,714 | 104,185 | 101,999 |
The Group has an unsecured floating rate listed green bond of NOK 750m in issue. The bond which matures in September 2025, has a coupon of three-month NIBOR + 6.50% p.a. with quarterly interest payments, and is listed on the Oslo Stock Exchange.
In FY 2023 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. At 31 December 2023 there was £12,250,000 undrawn.
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 2023 and 31 December 2023 | 739,352,390 | 739 | 37,428 |
During the quarter ended 30 December 2023, the Group issued no new shares.
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.
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Revenue | 40,473 | 54,422 | 169,476 |
| Cost of sales | (22,110) | (30,024) | (82,726) |
| Gross profit | 18,363 | 24,398 | 86,750 |
| Research and development costs | (1,517) | (1,551) | (6,069) |
| Other operating costs | (10,490) | (11,568) | (45,157) |
| Depreciation and impairment | (6,249) | (4,539) | (18,409) |
| Amortisation of capitalised development costs | (607) | (617) | (2,437) |
| Share of loss of equity accounted investees net of tax | 318 | 56 | (32) |
| Adjusted operating (loss)/profit | (182) | 6,179 | 14,646 |
| Exceptional - restructuring, acquisition and disposal related items | (517) | (972) | (3,904) |
| Amortisation and impairment of intangible assets excluding development costs |
(3,661) | (4,885) | (16,058) |
| Operating (loss)/profit | (4,360) | 322 | (5,316) |
| Q1 2024 | Restated | FY 2023 | |
|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Loss before taxation | (7,191) | 553 | (12,694) |
| Exceptional - restructuring, acquisition and disposal related items | 517 | 972 | 3,904 |
| Amortisation and impairment of intangible assets excluding development costs |
3,661 | 4,885 | 16,058 |
| Adjusted (loss)/profit before tax | (3,013) | 6,410 | 7,268 |
| Q1 2023 | ||
|---|---|---|
| FY 2023 | ||
| (unaudited) | (unaudited) | (audited) |
| 1,517 | 1,551 | 6,069 |
| - | 12 | 59 |
| 62 | 54 | 632 |
| 1,579 | 1,617 | 6,760 |
| Q1 2024 | Restated |
| Q1 2024 | Q1 2023 Restated |
FY 2023 | |
|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Adjusted EBITDA excluding fair value movement in biological assets | |||
| Adjusted EBITDA | 6,674 | 11,335 | 35,492 |
| Exclude fair value movement | 793 | 1,154 | 103 |
| Adjusted EBITDA excluding fair value movement in biological assets | 7,467 | 12,489 | 35,595 |
A key financial covenant is a minimum liquidity of £10m, defined as cash plus undrawn facilities.
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Cash and cash equivalents | 24,164 | 42,782 | 36,525 |
| Undrawn bank facility | 12,250 | 20,000 | 12,250 |
| 36,414 | 62,782 | 48,775 |
The undrawn bank facility relates to the RCF facility. At 31 December 2023, £7.75m of the RCF was drawn (31 December 2022: £nil, 30 September 2023: £7.75m), leaving £12.25m undrawn (31 December 2022: £20.0m, 30 September 2023: £12.25m).
Net debt is cash and cash equivalents less loans and borrowings.
| Q1 2023 | |||
|---|---|---|---|
| Q1 2024 | Restated | FY 2023 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Cash and cash equivalents | 24,164 | 42,782 | 36,525 |
| Loans and borrowings (excluding lease liabilities) – current | (8,473) | (1,603) | (8,478) |
| Loans and borrowings (excluding lease liabilities) – non-current | (73,220) | (79,067) | (73,661) |
| Net debt excluding lease liabilities | (57,529) | (37,888) | (45,614) |
| Lease liabilities – current | (10,209) | (14,624) | (11,567) |
| Lease liabilities – non-current | (6,812) | (8,891) | (8,293) |
| Net debt | (74,550) | (61,403) | (65,474) |
The Board believes that the current share price materially undervalues the combined value of Benchmark's businesses and the longterm prospects of the Company. Consequently, the Board announced on 22 January 2024 the decision to undertake a formal review of the Company's strategic options. These options include, but are not limited to, a potential sale of the Company as a whole or of one or more individual business units, to establish whether bidders would be prepared to offer a value for the Company that the Board considers attractive relative to the Board's view of intrinsic value. The Company is therefore commencing a targeted sales process. At this early stage of the process, there are currently no deal or deals identified or underway and all parts of the business continue to operate as usual.
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