Interim / Quarterly Report • May 23, 2023
Interim / Quarterly Report
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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 and Article 7 of the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.
Benchmark (LSE: BMK), the aquaculture biotechnology company, announces its unaudited interim results for the six months ended 31 March 2023 (the "Period" or "H1 FY23"). The Company also announces its unaudited results for the three months ended 31 March 2023 ("Q2 FY23") in compliance with the terms of its unsecured Green bond.
• Genetics – strong performance in core salmon business and strategic progress in growth areas:
| £m | H1 FY23 | H1 FY22 | % CER H1 FY23 |
Q2 FY23 | Q2 FY22 | % CER Q2 FY23 |
|---|---|---|---|---|---|---|
| Revenue | 98.9 +25% |
79.2 | +19% | 44.4 +13% |
39.2 | +9% |
| Adjusted |
| Adjusted EBITDA1 | 22.1 +39% |
15.9 | +36% | 11.1 +32% |
8.4 | +28% |
|---|---|---|---|---|---|---|
| Adj. EBITDA excluding biological asset fair value movements |
21.8 +47% |
14.8 | +42% | 9.7 +32% |
7.3 | +28% |
| Adjusted Operating profit2 | 11.7 +138% |
4.9 | +130% | 5.9 +145% |
2.4 | +134% |
| Adj. Operating profit excluding biological asset fair value movements |
11.4 +193% |
3.9 | 180% | 4.5 +244% |
1.3 | 220% |
| Statutory | ||||||
| Operating profit/(loss) | 0.3 +114% |
(2.2) | +97% | 0.4 +159% |
(0.7) | +122% |
| Loss before tax | (1.9) +63% |
(5.1) | +65% | (2.0) -38% |
(1.5) | -56% |
| Basic loss per share (p) | (0.57) | (1.32) | (0.40) | (0.54) | ||
| Net debt3 | (66.3) | (81.4) | (66.3) | (81.4) | ||
| Net debt3 excluding lease liabilities |
(44.5) | (50.6) | (44.5) | (50.6) |
| £m | %CER* | % CER* | ||||
|---|---|---|---|---|---|---|
| H1 FY23 | H1 FY22 | H1 FY23 | Q2 FY23 | Q2 FY22 | Q2 FY23 | |
| Revenue | ||||||
| Advanced Nutrition | 45.3 +8% |
42.0 | -4% | 22.6 -1% |
23.0 | -10% |
| Genetics | 34.5 +30% |
26.6 | +31% | 13.0 +14% |
11.4 | +16% |
| Health | 19.1 +78% |
10.7 | +79% | 8.7 +77% |
4.9 | +78% |
| Adjusted EBITDA1 | ||||||
| Advanced Nutrition | 11.5 0% |
11.5 | -9% | 6.2 -14% |
7.2 | -21% |
| Genetics | 6.0 5% |
5.7 | +16% | 3.4 +41% |
2.4 | +51% |
| - Net of fair value movements in biological assets |
5.7 +22% |
4.7 | +32% | 2.0 +52% |
1.3 | +67% |
| Health | 6.6 +7,034% |
0.1 | +6,957% | 2.6 +669% |
(0.5) | +663% |
*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
"Benchmark had an excellent first half, delivering double digit growth. We continue to focus on achieving profitability and cash generation whilst making good progress towards our medium-term objectives; we remain on track to deliver strong growth for the year in line with market expectations.
"Our fundamentals are strong and we have significant opportunities to continue building our track record of consistent growth. Aquaculture is a growth industry, supported by robust megatrends. Benchmark is well positioned to play an important role in helping the aquaculture industry deliver sustainable growth and meet the needs of a rising population."
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a presentation for analysts and institutional investors on the day at 08.00 UK time.
The presentation will be held in person at Pareto Securities offices in Oslo at Dronning Mauds gate 3, N-0250 Oslo, Norway. If you would like to attend in person, please contact Thea Naess at [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/20230523\_3
A copy of the presentation can be found on the Company's website https://www.benchmarkplc.com/investors/reports-presentations/
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial Officer will host a second webcast for retail investors and wealth managers on the day at 12.00 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-2qresults-presentation-23may2023
A recording of the presentation will be available after 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
MHP Tel: 020 3128 8990
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, animal health and welfare.
Through a global footprint in 26 countries and a broad portfolio of products and solutions, Benchmark addresses the major aquaculture species in all the major aquaculture regions around the world. Find out more at www.benchmarkplc.com
Benchmark delivered an excellent performance in the first half of the year continuing to build on its track record of consistent quarterly increase in revenues and underlying profitability. Revenues were up 25% (19% at constant currency) reaching £98.9m, and Adjusted EBITDA excluding fair value movements from biological assets at £21.8m was up 47% (42% at constant currency) against H1 FY22, translating into an Adjusted EBITDA margin excluding fair value movements of 22% (H1 FY22: 19%). Adjusted EBITDA increased by 39% (36% at constant currency) in the six-month period. The increase in Adjusted EBITDA excluding fair value movements from biological assets derives primarily from higher revenues, supported by ongoing cost control and operational leverage.
Higher revenues were reported across all business areas with Genetics revenues increasing by 30%, Advanced Nutrition 8% and Health 78%. In Health and Genetics, the impact from foreign currencies was not material, with revenue growth at constant currency broadly in line with actual revenue growth. Advanced Nutrition sales were aided by forex tailwinds, and revenue fell slightly (-4%) in constant currency terms. Operating costs in H1 FY23 were £24.0m, a 21% increase from the prior year. The increase reflects higher activity levels and inflationary pressure. R&D expenses at £3.0m, were 7% below H1 FY22 and total R&D investment including capitalised development costs was £3.2m, 30% below the prior year (H1 FY22: £4.6m).
Depreciation and amortisation were marginally above the prior year at £19.1m (H1 FY22: £18.9m). Together with the increase in EBITDA, this led to an improvement at Operating Profit level to £0.3m (H1 FY22: -£2.2m loss). Adjusted Operating Profit excluding fair value movements from biological assets increased by 193% to £11.4m. Taking into consideration conditions in the end markets, performance was strong across all business areas.
Net finance costs for H1 FY23 were £2.2m (H1 FY22: £3.0m). The reduction arises due to a credit of £2.7m arising in H1 relating to the ineffective portion of the movement in the fair value of derivative financial instruments, offset by higher forex losses in the period.
Loss before tax in H1 FY23 was £1.9m (H1 FY22: £5.1m). This included the impact of significant exceptional costs in the period of £2.7m, largely incurred in legal and professional costs in relation to the preparations for listing the Group on the Oslo Børs. The figure contrasted with a £0.9m net credit in H1 FY22 which included a credit of £1.2m for additional contingent consideration received from disposals in previous years.
Total tax charge in H1 FY23 was £1.5m (H1 FY22: £3.6m) reflecting a change in the mix in the territories in which the profits have been made, with losses available to shelter profits in some territories. Loss after tax was £3.4m (H1 FY22: £8.8m loss).
The Group reported a net operating cash inflow of £9.5m after an increase in working capital of £4.2m (H1 FY22: £13.5m) and tax payments of £4.1m (H1 FY22: £3.0m). The increase in working capital is somewhat seasonal, but the much lower increase year on year, in the context of increased activity, results from our strong focus on managing our working capital closely towards our goal of achieving positive cash generation.
Net cash outflow from investing activities was £11.5m (H1 FY22: £6.6m) of which £8.0m related to the acquisition of the remaining minority stake in Benchmark Genetics Iceland completed in February 2023. PPE capex was £3.3m (H1 FY22: £5.1m).
Net cash inflow from financing activities of £6.8m (H1 FY22: £10.7m), includes an equity raise of (net) £13.0m, net proceeds from debt refinancing of £4.2m, and £4.7m of lease payments (H1 FY22: £4.8m). Interest charges in the period were £4.0m (H1 FY22: £3.8m), as the higher cost of borrowing offset the lower level of borrowings outstanding in the period. Our cash position at the end of the period was £38.6m (H1 FY22: £46.3m), and net debt including lease liabilities was £66.3m (H1 FY22: £81.4m).
Advanced Nutrition delivered a strong result despite soft shrimp markets in the first half of the year demonstrating the success of a renewed commercial focus and agile operation. Revenues for the first half were up 8% at £45.3m while Adjusted EBITDA was flat against the same period in the previous year at £11.5m.
Softness in the shrimp markets resulted from subdued demand from key import markets, inventory levels across the supply chain and higher input costs, primarily in South East Asia, while Ecuador was more robust. We expect an uplift in shrimp production as consumer confidence picks up and inventory levels normalise. Conditions in the marine fish sector were positive partially offsetting softness in the shrimp market.
In transactional currency, by product area, Artemia sales were up 3% and Health sales were up by 22% while Diets saw a 14% decrease. On the same basis by region, Asia Pacific and South East Asia were most affected by conditions in the shrimp market leading to a reduction in sales of 13% and 19% respectively. Conversely, the Americas reported growth of 8% while sales in Europe increased 6%.
With a leading position in the market, deep customer relations, operational agility and commercial focus our Advanced Nutrition business is well placed to mitigate the temporary weakness and take every opportunity to strengthen our position in the market.
Genetics delivered strong performance in the first half of the year with revenues of £34.5m, 30% above the prior year (H1 FY22: £26.6m) driven by higher salmon egg sales and harvest revenues. Adjusted EBITDA for H1 FY23 excluding fair value movements of biological assets was £5.7m, 22% ahead of the prior year (H1 FY22: £4.7m). Including fair value movements Adjusted EBITDA for the first half was £6.0m, 5% ahead of the same period last year.
Revenues from salmon eggs increased by 45% driven by Norway and Iceland, while harvest revenues grew by 9%. We made commercial progress in Chile with new customer wins. In addition, we obtained "disease free compartment status" from the Chilean regulator, Senapesca. This is an important biosecurity endorsement which will enable the Company to export salmon eggs from Chile thereby opening new avenues to utilise our installed capacity.
In Q2 we completed the configuration of the Salten facility, to reach 150m salmon egg capacity (currently 140m eggs) which will be in place from FY24 onwards. This marks the end of an investment journey where the Company has increased its total salmon egg capacity to 400m eggs, comprising 150m in Salten, Norway, 200m in Iceland and 50m in Chile.
In shrimp we continued our efforts to enhance and tailor genetic traits to local markets and trials in local markets are underway. We have decreased the intensity of our commercial efforts while the trials are ongoing. Shrimp sales were £0.7m in the period (H1 FY22: £0.8m).
Innovation is a core component of our Genetics strategy and we continue to strengthen our capability in the team. We have also enhanced our capacity for genotyping, reducing the costs for our own programmes and enabling us to offer genotyping as part of our offering in genetics services.
During the period the Company acquired the remaining 10.52% minority interest in its subsidiary Benchmark Genetics Iceland ensuring Benchmark receives the full benefit from its successful salmon genetics business in Iceland. Benchmark Genetics Iceland represents c.50% of the Group's 400m salmon egg capacity.
Revenues in H1 FY23 increased to £19.1m (H1 FY22: £10.7m) with higher sales from both Ectosan® Vet and CleanTreat® and Salmosan® Vet. Ectosan® Vet and CleanTreat® sales were £12.9m (H1 FY22: £8.6m) of which £4.5m (H1 FY22: £2.2m) related to recharging of vessel and fuel costs. There is growing adoption of our highly efficacious sea lice solution and we continue to work with our partners MMC and Salt Ship Design to develop a streamlined infrastructure for CleanTreat® which will further facilitate adoption in the market.
Salmosan® Vet sales were £6.2m, 192% ahead of the prior year supported by the success of a new marketing label.
Adjusted EBITDA for the business area was £6.6m (H1 FY22: £0.1m).
The Group reported revenue of £44.4m, 13% above prior year of £39.2m. This was driven by revenue growth in Health and Genetics which reported revenue +77% and +14% higher than Q2 FY22 respectively. Revenues in Advanced Nutrition were marginally down -1% driven by low current demand in the shrimp markets as mentioned above.
Adjusted EBITDA excluding fair value uplift from biological assets was £9.7m, 32% ahead of the prior year and 28% higher on a constant currency basis (Q2 FY22: £7.3m), reflecting higher revenues, operational leverage and good cost control. By business area, Health was up more than sixfold, Genetics was up 52% while Advanced Nutrition reported a decrease in Adjusted EBITDA of 14%, despite forex tailwinds mitigating the reduction.
Operating costs of £12.3m were 23% above last year (Q2 FY22: £10.0m) driven by increased activity and inflationary pressure. R&D expenses of £1.4m were 10% below the prior year (Q2 FY22: £1.6m) and represented 3% of Group revenues (Q2 FY22: 4%). Depreciation and amortisation was £9.0m (Q2 FY22: £10.0m), leading to a Group operating profit of £0.4m (Q2 FY22: £0.7m loss).
Net finance costs of £2.4m for the quarter were £1.6m higher than the same period last year (Q2 FY22: £0.8m), mainly due to forex losses of £0.7m (Q3 FY22: gain of £0.6m) in the period.
The tax charge of £0.7m (Q2 FY22: £2.2m) reflects a change in the mix of territories in which taxable profits were made, leading loss after tax for the quarter at £2.7m (Q2 FY22: loss of £3.7m).
As previously announced, the Company conducted a consultation with shareholders regarding a potential delisting from AIM and uplisting to the Oslo Børs. Based on the feedback received the Board has decided to maintain its current listings on Euronext Growth Oslo and on AIM for the foreseeable future.
The Board continues to believe that in the medium term the company could benefit from uplisting to the Oslo Børs as the leading venue for seafood and aquaculture companies. An uplisting will be reviewed as part of the Group's ongoing strategy to enhance the Group's positioning and shareholder value.
The Group had an excellent first half, delivering 25% growth in revenues and trading in line with market expectations. We continued to focus on achieving profitability and cash generation whilst making good progress towards our medium-term objectives.
The Group communicated its medium term (3-5 year) financial objectives in May 2022 and since then has reported significant progress as shown in the table below:
| Medium term objective |
FY21 | FY22 | H123 | |
|---|---|---|---|---|
| Revenue Growth per annum |
15-18% | 18% | 27% | 25% |
| Adj. EBITDA Margin | 25-30% (period end) |
16% | 20% | 22% |
| Cashflow conversion ratio1 |
70-80% | 30% | 35% | 43% |
| Free cashflow as % of sales2 |
10-15% | (17%) | (8%) | 1% |
Cash generated from operations after working capital and taxes as percentage of Adj. EBITDA
Free cash flow: Net cash from operating activities less capex and lease payments (excluding cash interest)
Looking forward to the second half of the year there is good visibility of salmon egg sales in Genetics and we will continue to progress our growth vectors of salmon in Chile and shrimp genetics, which will be key areas of focus in the coming periods. In Advanced Nutrition we expect conditions in the shrimp market to remain unchanged in the short term and while this poses a challenge to growth, we are confident that we have a leading and dynamic organisation capable of mitigating the impact from market conditions whilst taking advantage to increase our market share where possible. In Health, we expect Q3 sales to reflect the seasonally low sea lice treatment season, thereafter increasing in Q4.
Our fundamentals are strong and we have significant opportunities to continue building our track record of consistent growth. Since completing the Group's restructuring in 2020 we have delivered a 62% increase in revenue and 117% increase in Adj. EBITDA, whilst steadily reducing net debt. Aquaculture is a growth industry, supported by robust megatrends. As a leading aquaculture biotechnology company, Benchmark is well positioned to play an important role in helping the aquaculture industry deliver sustainable growth and meet the needs of a rising population.
| Q2 2023 | Q2 2022 | YTD Q2 2023 | YTD Q2 2022 | FY 2022 | ||
|---|---|---|---|---|---|---|
| All figures in £000's Revenue |
Notes 4 |
(unaudited) 44,367 |
(unaudited) 39,233 |
(unaudited) 98,862 |
(unaudited) 79,247 |
(audited) 158,277 |
| Cost of sales | (19,549) | (19,210) | (49,817) | (39,725) | (75,149) | |
| Gross profit | 24,818 | 20,023 | 49,045 | 39,522 | 83,128 | |
| Research and development costs | (1,435) | (1,590) | (2,998) | (3,237) | (6,691) | |
| Other operating costs | (12,290) | (9,984) | (24,043) | (19,907) | (44,661) | |
| Share of (loss)/profit of equity | ||||||
| accounted investees, net of tax | - | (24) | 56 | (528) | (595) | |
| Adjusted EBITDA² | 11,093 | 8,425 | 22,060 | 15,850 | 31,181 | |
| Exceptional - restructuring, disposal | ||||||
| and acquisition related items | 5 | (1,716) | 908 | (2,688) | 908 | 16 |
| EBITDA¹ | 9,377 | 9,333 | 19,372 | 16,758 | 31,197 | |
| Depreciation and impairment | (4,551) | (5,557) | (9,166) | (10,052) | (19,897) | |
| Amortisation and impairment | (4,410) | (4,484) | (9,912) | (8,872) | (19,161) | |
| Operating profit/(loss) | 416 | (708) | 294 | (2,166) | (7,861) | |
| Finance cost | (3,223) | (2,684) | (10,353) | (4,747) | (20,057) | |
| Finance income | 791 | 1,930 | 8,143 | 1,769 | 4,741 | |
| Loss before taxation | (2,016) | (1,462) | (1,916) | (5,144) | (23,177) | |
| Tax on loss | 6 | (704) | (2,189) | (1,483) | (3,616) | (7,274) |
| Loss for the period | (2,720) | (3,651) | (3,399) | (8,760) | (30,451) | |
| Loss for the period attributable to: | ||||||
| - Owners of the parent | (2,858) | (3,775) | (4,141) | (9,132) | (32,087) | |
| - Non-controlling interest | 138 | 124 | 742 | 372 | 1,636 | |
| (2,720) | (3,651) | (3,399) | (8,760) | (30,451) | ||
| Earnings per share | ||||||
| Basic loss per share (pence) | 7 | (0.40) | (0.54) | (0.57) | (1.32) | (4.60) |
| Diluted loss per share (pence) | 7 | (0.40) | (0.54) | (0.57) | (1.32) | (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 | Q2 2023 (unaudited) |
Q2 2022 (unaudited) |
YTD Q2 2023 (unaudited) |
YTD Q2 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Loss for the period | (2,720) | (3,651) | (3,399) | (8,760) | (30,451) |
| Other comprehensive income Items that are or may be reclassified subsequently to profit or loss |
|||||
| Foreign exchange translation differences | (5,973) | 9,812 | (24,013) | 7,201 | 47,606 |
| Cash flow hedges - changes in fair value | 217 | 3,082 | (299) | 2,948 | 2,627 |
| Cash flow hedges - reclassified to profit or loss | (179) | 63 | (292) | 178 | 2,546 |
| Total comprehensive income for the period | (8,655) | 9,306 | (28,003) | 1,567 | 22,328 |
| Total comprehensive income for the period attributable to: |
|||||
| - Owners of the parent | (8,295) | 8,784 | (28,046) | 836 | 20,326 |
| - Non-controlling interest | (360) | 522 | 43 | 731 | 2,002 |
| (8,655) | 9,306 | (28,003) | 1,567 | 22,328 |
The accompanying notes are an integral part of this consolidated financial information.
| 30 September | ||||
|---|---|---|---|---|
| 31 March 2023 | 31 March 2022 | 2022 | ||
| All figures in £000's | Notes | (unaudited) | (unaudited) | (audited) |
| Assets | ||||
| Property, plant and equipment | 76,414 | 81,568 | 81,900 | |
| Right-of-use assets | 22,365 | 31,360 | 27,034 | |
| Intangible assets | 215,077 | 226,912 | 245,264 | |
| Equity-accounted investees | 3,136 | 2,821 | 3,113 | |
| Other investments | 14 | 15 | 15 | |
| Biological and agricultural assets | 20,605 | 17,089 | 20,878 | |
| Non-current assets | 337,611 | 359,765 | 378,204 | |
| Inventories | 27,129 | 22,140 | 29,813 | |
| Biological and agricultural assets | 22,550 | 24,294 | 25,780 | |
| Trade and other receivables | 48,433 | 47,275 | 56,377 | |
| Cash and cash equivalents | 38,647 | 46,294 | 36,399 | |
| Current assets | 136,759 | 140,003 | 148,369 | |
| Total assets | 474,370 | 499,768 | 526,573 | |
| Liabilities | ||||
| Trade and other payables | (29,723) | (33,284) | (44,324) | |
| Loans and borrowings | 8 | (22,115) | (13,546) | (17,091) |
| Corporation tax liability | (8,413) | (7,733) | (10,211) | |
| Provisions | (1,574) | (551) | (1,631) | |
| Current liabilities | (61,825) | (55,114) | (73,257) | |
| Loans and borrowings | 8 | (82,878) | (114,185) | (93,045) |
| Other payables | (6,257) | (936) | (8,996) | |
| Deferred tax | (24,293) | (27,524) | (27,990) | |
| Non-current liabilities | (113,428) | (142,645) | (130,031) | |
| Total liabilities | (175,253) | (197,759) | (203,288) | |
| Net assets | 299,117 | 302,009 | 323,285 | |
| Issued capital and reserves attributable to owners of the | ||||
| parent | ||||
| Share capital | 9 | 739 | 704 | 704 |
| Additional paid-in share capital | 9 | 37,924 | 420,824 | 420,824 |
| Capital redemption reserve | 5 | 5 | 5 | |
| Retained earnings | 201,962 | (162,696) | (185,136) | |
| Hedging reserve | (1,294) | (2,750) | (703) | |
| Foreign exchange reserve | 54,391 | 37,307 | 77,705 | |
| Equity attributable to owners of the parent | 293,727 | 293,394 | 313,399 | |
| Non-controlling interest | 5,390 | 8,615 | 9,886 | |
| Total equity and reserves | 299,117 | 302,009 | 323,285 |
The accompanying notes are an integral part of this consolidated financial information.
| £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 - - - - (4,141) (4,141) 742 (3,399) Other comprehensive income/(loss) - - (23,314) (591) - (23,905) (699) (24,604) Total comprehensive income/(loss) for the period - - (23,314) (591) (4,141) (28,046) 43 (28,003) Contributions by and distributions to owners Share issue 35 12,985 - - - 13,020 - 13,020 Share issue costs recognised through equity - (1,650) - - - (1,650) - (1,650) Cancellation of part of share premium account (note 9) - (394,235) - - 394,235 - - - Share-based payment - - - - 475 475 - 475 Total contributions by and distributions to owners 35 (382,900) - - 394,710 11,845 - 11,845 Changes in ownership (3,470) Acquisition of NCI - - - - (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 (382,900) - - 391,240 8,375 (4,539) 3,836 As at 31 March 2023 (unaudited) 739 37,924 54,396 (1,294) 201,963 293,728 5,390 299,118 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 - - - - (9,132) (9,132) 372 (8,760) Other comprehensive income/(loss) - - 6,842 3,126 - 9,968 359 10,327 Total comprehensive income/(loss) for the period - - 6,842 3,126 (9,132) 836 731 1,567 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 - - - - 667 667 - 667 Total contributions by and distributions to owners 34 20,142 - - 667 20,843 - 20,843 Changes in ownership Total changes in ownership interests - - - - - - - - Total transactions with owners of the Company 34 20,142 - - 667 20,843 - 20,843 As at 31 March 2022 (unaudited) 704 420,824 37,312 (2,750) (162,696) 293,394 8,615 302,009 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 |
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 |
|---|---|---|---|---|---|---|---|---|
*Other reserves in this statement is an aggregation of capital redemption reserve and foreign exchange reserve
| 31 March 2023 |
31 March 2022 |
30 September 2022 |
||
|---|---|---|---|---|
| Notes | (unaudited) | (unaudited) | (audited) | |
| Cash flows from operating activities | ||||
| Loss for the period | (3,399) | (8,760) | (30,451) | |
| Adjustments for: | ||||
| Depreciation and impairment of property, plant and equipment | 4,248 | 4,187 | 8,602 | |
| Depreciation and impairment of right-of-use assets | 4,918 | 5,865 | 11,295 | |
| Amortisation and impairment of intangible fixed assets | 9,912 | 8,872 | 19,161 | |
| Loss on sale of property, plant and equipment | (36) | - | (43) | |
| Finance income | (320) | (225) | (319) | |
| Finance costs | 1,715 | 3,714 | 18,437 | |
| Increase in fair value of contingent consideration receivable | - | (909) | (1,203) | |
| Share of profit/(loss) of equity-accounted investees, net of tax | (55) | 528 | 595 | |
| Foreign exchange losses | (1,104) | 841 | (3,985) | |
| Share-based payment expense Other adjustments for non-cash items |
475 - |
667 - |
1,182 (276) |
|
| Tax charge | 1,482 | 3,616 | 7,274 | |
| Decrease/(increase) in trade and other receivables | 6,071 | 108 | (8,511) | |
| Decrease/(increase) in inventories | 2,517 | (1,610) | (5,406) | |
| Decrease/(increase) in biological and agricultural assets | 893 | (1,635) | (6,099) | |
| (Decrease)/increase in trade and other payables | (13,673) | (10,317) | 6,946 | |
| (Decrease)/increase in provisions | (13) | (12) | 1,058 | |
| 13,631 | 4,930 | 18,257 | ||
| Income taxes paid | (4,141) | (2,975) | (7,447) | |
| Net cash flows generated from operating activities | 9,490 | 1,955 | 10,810 | |
| Investing activities | ||||
| Acquisition of minority interests in subsidiaries, net of cash acquired | 12 | (8,009) | - | - |
| Purchase of investments | (307) | (48) | (378) | |
| Receipts from disposal of investments | - | - | 1,544 | |
| Purchases of property, plant and equipment | (3,254) | (5,084) | (10,808) | |
| Purchase of intangibles | (77) | (1,523) | (205) | |
| Capitalised research and development costs | (197) | - | (1,708) | |
| Proceeds from sale of fixed assets | 77 | 3 | 220 | |
| Interest received | 319 | 25 | 119 | |
| Net cash flows used in investing activities | (11,448) | (6,627) | (11,216) | |
| Financing activities | ||||
| Proceeds of share issues | 13,020 | 20,782 | 20,737 | |
| Share-issue costs recognised through equity | (1,650) | (607) | (562) | |
| Proceeds from bank or other borrowings | 21,393 | - | 67,939 | |
| Repayment of bank or other borrowings | (16,560) | (939) | (74,874) | |
| Capitalised borrowing costs Interest and finance charges paid |
(591) (4,082) |
- (3,757) |
- (9,629) |
|
| Repayments of lease liabilities | (4,689) | (4,769) | (10,533) | |
| Net cash inflow/(outflow) from financing activities | 6,841 | 10,710 | (6,922) | |
| Net increase/(decrease) in cash and cash equivalents | 4,883 | 6,038 | (7,328) | |
| Cash and cash equivalents at beginning of period | 36,399 | 39,460 | 39,460 | |
| Effect of movements in exchange rate | (2,634) | 796 | 4,267 | |
| Cash and cash equivalents at end of period | 38,648 | 46,294 | 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 six months ended 31 March 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 six months ended 31 March 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 23 May 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 31 March 2023 the Group had net assets of £299.1m (30 September 2022: £323.3m), including cash of £38.6m (30 September 2022: £36.4m) as set out in the consolidated balance sheet. The Group made a loss for the six months of £3.4m (year ended 30 September 2022: loss £30.5m).
As noted in the Management Report, the business has continued to perform well on the back of a good year in FY22. All of the business areas have performed in line with or ahead of management 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 the global economic pressures, caused mainly by the conflict in Eastern Europe. The Directors are therefore confident that even under all of the above sensitivity analysis, the Group has sufficient liquidity and resources throughout the period under review whilst still maintaining adequate headroom against the borrowing covenants 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 EU or UK-adopted IFRS. These APMs may not be directly comparable with other companies' APMs, and the Directors do not intend these as a substitute for, or superior to, IFRS measures.
Directors have presented the performance measures Adjusted EBITDA, Adjusted Operating Profit, Adjusted Profit Before Tax and Adjusted EBITDA excluding fair value movement on biological assets because they monitor performance at a consolidated level using these and believe that these measures are relevant to an understanding of the Group's financial performance (see note 10). 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 Q2 | YTD Q2 | ||||
| Q2 2023 | Q2 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Genetics | 13,042 | 11,408 | 34,481 | 26,603 | 58,008 |
| Advanced Nutrition | 22,644 | 22,974 | 45,324 | 42,033 | 80,286 |
| Health | 8,692 | 4,916 | 19,077 | 10,693 | 20,135 |
| Corporate | 1,436 | 1,406 | 2,873 | 2,812 | 5,120 |
| Inter-segment sales | (1,447) | (1,471) | (2,893) | (2,894) | (5,272) |
| Total | 44,367 | 39,233 | 98,862 | 79,247 | 158,277 |
| YTD Q2 | YTD Q2 | ||||
|---|---|---|---|---|---|
| Q2 2023 | Q2 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Genetics | 3,420 | 2,428 | 5,983 | 5,691 | 15,980 |
| Advanced Nutrition | 6,169 | 7,154 | 11,466 | 11,474 | 19,017 |
| Health | 2,583 | (454) | 6,650 | 93 | 108 |
| Corporate | (1,079) | (703) | (2,039) | (1,408) | (3,924) |
| Total | 11,093 | 8,425 | 22,060 | 15,850 | 31,181 |
| YTD Q2 | |||||
|---|---|---|---|---|---|
| Q2 2023 | Q2 2022 | YTD Q2 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Total reportable segment Adjusted EBITDA | 12,172 | 9,128 | 24,099 | 17,258 | 35,105 |
| Corporate Adjusted EBITDA | (1,079) | (703) | (2,039) | (1,408) | (3,924) |
| Adjusted EBITDA | 11,093 | 8,425 | 22,060 | 15,850 | 31,181 |
| Exceptional - restructuring, disposal and | |||||
| acquisition related items | (1,716) | 908 | (2,688) | 908 | 16 |
| Depreciation and impairment | (4,551) | (5,557) | (9,166) | (10,052) | (19,897) |
| Amortisation and impairment | (4,410) | (4,484) | (9,912) | (8,872) | (19,161) |
| Net finance costs | (2,432) | (754) | (2,210) | (2,978) | (15,316) |
| Loss before taxation | (2,016) | (1,462) | (1,916) | (5,144) | (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 31 March 2023 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | |
| Sale of goods | 11,083 | 22,635 | 6,115 | - | - | 39,833 | |
| Provision of services | 1,957 | - | 2,577 | - | - | 4,534 | |
| Inter-segment sales | 2 | 9 | - | 1,436 | (1,447) | - | |
| 13,042 | 22,644 | 8,692 | 1,436 | (1,447) | 44,367 |
| 3 months ended 31 March 2022 (unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
|||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | ||
| Sale of goods | 9,872 | 22,945 | 2,594 | - | - | 35,411 | ||
| Provision of services | 1,500 | - | 2,322 | - | - | 3,822 | ||
| Inter-segment sales | 36 | 29 | - | 1,406 | (1,471) | - | ||
| 11,408 | 22,974 | 4,916 | 1,406 | (1,471) | 39,233 |
| 6 months ended 31 March 2023 (unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
|||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | ||
| Sale of goods | 32,204 | 45,307 | 13,564 | - | - | 91,075 | ||
| Provision of services | 2,274 | - | 5,513 | - | - | 7,787 | ||
| Inter-segment sales | 3 | 17 | - | 2,873 | (2,893) | - | ||
| 34,481 | 45,324 | 19,077 | 2,873 | (2,893) | 98,862 |
| 6 months ended 31 March 2022 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Advanced | Inter segment |
||||||
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total | |
| Sale of goods | 24,381 | 41,993 | 5,845 | - | - | 72,219 | |
| Provision of services | 2,180 | - | 4,848 | - | - | 7,028 | |
| Inter-segment sales | 42 | 40 | - | 2,812 | (2,894) | - | |
| 26,603 | 42,033 | 10,693 | 2,812 | (2,894) | 79,247 |
| 12 months ended 30 September 2022 (audited) | |||||||
|---|---|---|---|---|---|---|---|
| Inter segment |
|||||||
| All figures in £000's | Genetics | Advanced 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 |
| Advanced | Inter-segment | |||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total |
| Norway | 6,177 | 252 | 6,157 | - | - | 12,586 |
| India | - | 2,822 | - | - | - | 2,822 |
| Turkey | - | 2,528 | - | - | - | 2,528 |
| Greece | - | 2,002 | - | - | - | 2,002 |
| Faroe Islands | 2,224 | - | 119 | - | - | 2,343 |
| Ecuador | 9 | 1,832 | - | - | - | 1,841 |
| United Kingdom | 814 | 8 | - | - | - | 822 |
| Chile | 1,121 | 9 | 88 | - | - | 1,218 |
| Vietnam | - | 2,330 | - | - | - | 2,330 |
| Rest of Europe | 1,680 | 1,716 | - | - | - | 3,396 |
| Rest of World | 1,015 | 9,136 | 2,328 | - | - | 12,479 |
| Inter-segment sales | 2 | 9 | - | 1,436 | (1,447) | - |
| 13,042 | 22,644 | 8,692 | 1,436 | (1,447) | 44,367 |
| Advanced | Inter-segment | |||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total |
| Norway | 6,115 | 211 | 4,288 | - | - | 10,614 |
| India | 260 | 3,711 | - | - | - | 3,971 |
| Turkey | - | 2,238 | - | - | - | 2,238 |
| Greece | - | 1,832 | - | - | - | 1,832 |
| Faroe Islands | 1,709 | 5 | 147 | - | - | 1,861 |
| Ecuador | - | 1,227 | - | - | - | 1,227 |
| United Kingdom | 899 | 14 | 30 | - | - | 943 |
| Chile | 224 | 5 | 150 | - | - | 379 |
| Vietnam | - | 3,014 | - | - | - | 3,014 |
| Rest of Europe | 1,590 | 1,278 | - | - | - | 2,868 |
| Rest of World | 575 | 9,410 | 301 | - | - | 10,286 |
| Inter-segment sales | 36 | 29 | - | 1,406 | (1,471) | - |
| 11,408 | 22,974 | 4,916 | 1,406 | (1,471) | 39,233 |
Primary geographical markets (continued)
| 6 months ended 31 March 2023 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| All figures in £000's | Advanced Genetics Nutrition |
Health | Inter-segment Corporate sales Total |
||||
| Norway | 23,061 | 342 | 14,452 | - | - | 37,855 | |
| India | - | 7,025 | - | - | - | 7,025 | |
| Turkey | 2 | 4,732 | - | - | - | 4,734 | |
| Greece | - | 4,271 | - | - | - | 4,271 | |
| Faroe Islands | 3,319 | - | 348 | - | - | 3,667 | |
| Ecuador | 29 | 3,572 | - | - | - | 3,601 | |
| United Kingdom | 1,551 | 27 | 42 | - | - | 1,620 | |
| Chile | 1,133 | 11 | 342 | - | - | 1,486 | |
| Vietnam | - | 5,025 | - | - | - | 5,025 | |
| Rest of Europe | 3,742 | 3,338 | - | - | - | 7,080 | |
| Rest of World | 1,641 | 16,964 | 3,893 | - | - | 22,498 | |
| Inter-segment sales | 3 | 17 | - | 2,873 | (2,893) | - | |
| 34,481 | 45,324 | 19,077 | 2,873 | (2,893) | 98,862 |
| Advanced | Inter-segment | |||||
|---|---|---|---|---|---|---|
| All figures in £000's | Genetics | Nutrition | Health | Corporate | sales | Total |
| Norway | 15,794 | 323 | 8,956 | - | - | 25,073 |
| India | 400 | 7,719 | - | - | - | 8,119 |
| Turkey | - | 3,932 | - | - | - | 3,932 |
| Greece | - | 3,471 | - | - | - | 3,471 |
| Faroe Islands | 2,856 | 28 | 118 | - | - | 3,002 |
| Ecuador | - | 2,291 | - | - | - | 2,291 |
| United Kingdom | 2,601 | 6 | 277 | - | - | 2,884 |
| Chile | 340 | 5 | 553 | - | - | 898 |
| Vietnam | - | 6,009 | - | - | - | 6,009 |
| Rest of Europe | 3,361 | 2,581 | - | - | - | 5,942 |
| Rest of World | 1,209 | 15,628 | 789 | - | - | 17,626 |
| Inter-segment sales | 42 | 40 | - | 2,812 | (2,894) | - |
| 26,603 | 42,033 | 10,693 | 2,812 | (2,894) | 79,247 |
| 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 | Q2 2023 (unaudited) |
Q2 2022 (unaudited) |
YTD Q2 2023 (unaudited) |
YTD Q2 2022 (unaudited) |
FY 2022 (audited) |
|---|---|---|---|---|---|
| Exceptional restructuring costs | 1,716 | - | 2,688 | - | 1,229 |
| Income in relation to disposals | - | (908) | - | (908) | (1,245) |
| Total exceptional items | 1,716 | (908) | 2,688 | (908) | (16) |
Exceptional restructuring costs for the quarter include £1,666,000 (YTD 2023: £2,553,000; FY 2022: £843,000) of legal and professional costs in relation to preparing for listing the Group on the Oslo stock exchange, and £50,000 (YTD 2023: £135,000; FY 2022: £276,000) relating to other restructuring costs.
Income in relation to disposals for Q2 2022 and YTD Q2 2022 of £908,000 relate to an increase in the fair value of contingent consideration receivable following the disposal of Improve International Limited in 2020. Further to this, the balance in FY 2022 includes £294,000 of additional contingent consideration received relating to the disposal of Aquaculture UK in 2020.
| 6. Taxation |
|||||
|---|---|---|---|---|---|
| YTD Q2 | YTD Q2 | ||||
| Q2 2023 | Q2 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 | 997 | 2,642 | 2,835 | 5,007 | 11,727 |
| Adjustment in respect of prior periods | - | - | - | - | (39) |
| Total current tax charge | 997 | 2,642 | 2,835 | 5,007 | 11,688 |
| Deferred tax: | |||||
| Origination and reversal of temporary differences | (293) | (453) | (1,352) | (1,391) | (4,414) |
| Deferred tax movements in respect of prior periods | - | - | - | - | - |
| Total deferred tax credit | (293) | (453) | (1,352) | (1,391) | (4,414) |
| - | - | ||||
| Total tax charge | 704 | 2,189 | 1,483 | 3,616 | 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 Q2 | YTD Q2 | ||||
|---|---|---|---|---|---|
| Q2 2023 | Q2 2022 | 2023 | 2022 | FY 2022 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | |
| Loss attributable to equity holders of the parent (£000) | (2,858) | (3,775) | (4,141) | (9,132) | (32,087) |
| Weighted average number of shares in issue (thousands) | 723,173 | 703,926 | 724,505 | 692,474 | 698,233 |
| Basic loss per share (pence) | (0.40) | (0.54) | (0.57) | (1.32) | (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 4,312,880 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 31 March 2022: 5,184,054). These potential ordinary shares could dilute earnings/loss per share in the future.
| YTD Q2 | YTD Q2 | ||
|---|---|---|---|
| 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Non-Current | |||
| 2025 750m NOK Loan notes | 56,756 | - | 61,054 |
| 2023 850m NOK Loan notes | - | 76,353 | - |
| Bank borrowings | 16,974 | 18,917 | 17,226 |
| Lease liabilities | 9,148 | 18,915 | 14,765 |
| 82,878 | 114,185 | 93,045 | |
| Current | |||
| Bank borrowings | 9,421 | 1,648 | 5,569 |
| Lease liabilities | 12,694 | 11,899 | 11,522 |
| 22,115 | 13,546 | 17,091 | |
| Total loans and borrowings | 104,993 | 127,732 | 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. The proceeds were used to repay its existing NOK 850m floating rate listed bond, originally raised in June 2019. The bond was listed on the Oslo Stock Exchange during the current period on 12 April 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.
On 15 February 2023, the Group drew down €9,000,000 on the GBP20,000 RCF leaving £12,110,000 undrawn as at 31 March 2023.
Additionally, during the period, 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 | 11,335 |
| Cancellation of part of the share premium account | - | - | (394,235) |
| Exercise of share options | 127,321 | - | - |
| Balance at 31 March 2023 | 739,277,469 | 739 | 37,924 |
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 £1.7m were in relation to the share issues 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 profit/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 Q2 | YTD Q2 | ||||
|---|---|---|---|---|---|
| Q2 2023 | Q2 2022 | 2023 | 2022 | FY 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Revenue | 44,367 | 39,233 | 98,862 | 79,247 | 158,277 |
| Cost of sales | (19,549) | (19,210) | (49,817) | (39,725) | (75,149) |
| Gross profit | 24,818 | 20,023 | 49,045 | 39,522 | 83,128 |
| Research and development costs | (1,435) | (1,590) | (2,998) | (3,237) | (6,691) |
| Other operating costs | (12,290) | (9,984) | (24,043) | (19,907) | (44,661) |
| Depreciation and impairment | (4,551) | (5,557) | (9,166) | (10,052) | (19,897) |
| Amortisation of capitalised development costs | (610) | (448) | (1,227) | (896) | (2,165) |
| Share of loss of equity accounted investees net of tax | - | (24) | 56 | (528) | (595) |
| Adjusted operating profit | 5,932 | 2,420 | 11,667 | 4,902 | 9,119 |
| Exceptional - restructuring, disposal and acquisition related items |
(1,716) | 908 | (2,688) | 908 | 16 |
| Amortisation and impairment of intangible assets excluding development costs |
(3,800) | (4,036) | (8,685) | (7,976) | (16,996) |
| Operating profit/(loss) | 416 | (708) | 294 | (2,166) | (7,861) |
| Q2 2023 | Q2 2022 | YTD Q2 2023 |
YTD Q2 2022 |
FY 2022 | |
|---|---|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Loss before taxation | (2,016) | (1,462) | (1,916) | (5,144) | (23,177) |
| Exceptional - restructuring, disposal and acquisition related items |
1,716 | (908) | 2,688 | (908) | (16) |
| Amortisation and impairment of intangible assets excluding development costs |
3,800 | 4,036 | 8,685 | 7,976 | 16,996 |
| Adjusted profit before tax | 3,500 | 1,666 | 9,457 | 1,924 | (6,197) |
| Q2 2023 | Q2 2022 | YTD Q2 2023 |
YTD Q2 2022 |
FY 2022 | |
|---|---|---|---|---|---|
| All figures in £000's | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) |
| Total R&D Investment | |||||
| Research and development costs | 1,435 | 1,590 | 2,998 | 3,237 | 6,691 |
| Internal capitalised development costs | 144 | 777 | 198 | 1,404 | 1,708 |
| Total R&D investment | 1,579 | 2,367 | 3,196 | 4,641 | 8,399 |
| YTD Q2 | YTD Q2 | ||||
| Q2 2023 | Q2 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 | 11,093 | 8,425 | 22,060 | 15,850 | 31,181 |
| Exclude fair value movement | (1,401) | (1,101) | (247) | (1,005) | (1,595) |
| Adjusted EBITDA excluding fair value movement in | |||||
| biological assets | 9,692 | 7,324 | 21,813 | 14,845 | 29,586 |
A key financial covenant is a minimum liquidity of £10m, defined as cash plus undrawn facilities.
| 31 March 2023 | |
|---|---|
| All figures in £000's | (unaudited) |
| Cash and cash equivalents | 38,647 |
| Undrawn bank facility | 12,110 |
| 50,757 |
The undrawn bank facility relates to the RCF facility. At 31 March 2023, £7.9m of the RCF was drawn (30 September 2022: £4.0m and 31 March 2022: £nil), leaving £12.1m undrawn (30 September 2022: £9.4m and 31 March 2022: £nil).
Net debt is cash and cash equivalents less loans and borrowings.
| 30 September | |||
|---|---|---|---|
| 31 March 2023 | 31 March 2022 | 2022 | |
| All figures in £000's | (unaudited) | (unaudited) | (audited) |
| Cash and cash equivalents | 38,647 | 46,294 | 36,399 |
| Loans and borrowings (excluding lease liabilities) – current | (9,421) | (1,647) | (5,569) |
| Loans and borrowings (excluding lease liabilities) – non-current | (73,730) | (95,270) | (78,280) |
| Net debt excluding lease liabilities | (44,504) | (50,623) | (47,450) |
| Lease liabilities – current | (12,694) | (11,899) | (11,522) |
| Lease liabilities – non-current | (9,148) | (18,915) | (14,765) |
| Net debt | (66,346) | (81,437) | (73,737) |
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. Following this acquisition, Benchmark Genetics Limited, a subsidiary of Benchmark Holdings PLC, now owns 100% of the share capital of Benchmark Genetics USA Inc.
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