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Benchmark Holdings Plc

Quarterly Report Aug 22, 2024

6035_rns_2024-08-22_7512de0a-8fab-4f70-8229-591d9ead17f2.pdf

Quarterly Report

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22 August 2024

Information within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014

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

Q3 Results (Three months and nine months ended 30 June 2024)

Solid performance in Genetics and Advanced Nutrition amidst continuing soft shrimp markets Completed steps to streamline Health and transition Ectosan® Vet and CleanTreat® business model

In compliance with the terms of the Company's unsecured Green bond, which requires it to publish quarterly financial information, Benchmark, the aquaculture biotechnology business, announces its unaudited results for the three months ended 30 June 2024 (the "Period" or "Q3 FY24"), which constitutes the third quarter for the fiscal year ("FY") 2024, and its year to date unaudited results for the nine months ended 30 June 2024 ("Q3 YTD FY24"). All Q3 FY24, Q3 FY23, Q3 YTD FY24 and Q3 YTD FY23 figures quoted in this announcement are based on unaudited accounts.

Financial highlights

Q3 FY24

  • Group revenues of £30.7m were 10% below prior year (-7% at constant exchange rate "CER") driven by:
    • o Advanced Nutrition: good trading with 4% increase against the prior year (+11% CER) despite continuing softness in the shrimp market
    • o Genetics: solid trading albeit revenues were 18% (17% CER) below Q3 FY23 reflecting a shift from direct egg sales to indirect sales through Salmar Genetics, the Group's JV in Norway, as well as a timing difference in harvest income compared to last year
    • o Health: revenues were 43% below last year (-41% CER) reflecting the decommissioning of the two CleanTreat® units as part of the planned transition to a new business model for Ectosan® Vet and CleanTreat®
  • 15% increase in Adjusted EBITDA excluding fair value ("FV") movement of biological assets(+19% CER) driven by:
    • o Progress across all Genetics growth vectors including Chile, shrimp and genetic services
    • o Higher contribution from the Group's JV in Norway, and
    • o Positive impact of streamlined organisation and infrastructure in Health
  • Adjusted EBITDA margin excluding FV movement of biological assets was 15% (Q3 FY23: 12%) resulting from 28% margin in Genetics (Q3 FY23: 16%), 11% margin in Advanced Nutrition (Q3 FY23: 21%) and breakeven in Health (Q3 FY23: -27%)
  • Operating Loss was £6.5m (Q3 FY23: £4.0m loss)
  • Ample liquidity and headroom
    • o Cash of £17.0m and liquidity of £34.2m (cash and available facility) as of 30 June 2024
    • o Net debt (excluding lease liabilities) £63.9m as at 30 June 2024 (31 March 2024: £56.8m; 30 September 2023: £45.6m)

Q3 YTD FY24

  • Group revenues were £110.9m, 17% below the prior year (-11% CER) due to:
    • o Soft conditions in the shrimp markets throughout the year
    • o Normalised egg volumes in Genetics against last year coupled with shift from direct egg sales to indirect sales through the Group's JV in Norway
    • o Lower Health revenues following the decommissioning of the two CleanTreat® units
  • Adjusted EBITDA excluding FV movement of biological assets was 17% below the prior year (-10% CER) with an increase in Genetics offset by a decrease in Advanced Nutrition and Health
  • Adjusted EBITDA margin excluding FV movement from biological assets was in line with last year at 20% (Q3 YTD FY23: 20%) resulting from 24% margin in Genetics (Q3 YTD FY23: 18%), 20% margin in Advanced Nutrition (Q3 YTD FY23: 24%) and 17% margin in Health (Q3 YTD FY23: 25%)
  • Operating loss was £10.2m (Q3 YTD FY24: £3.0m)

Business Area Highlights

  • Advanced Nutrition – good trading in Q3 FY24 against backdrop of continuing softness in the shrimp market
    • o Q3 revenues were 4% ahead of the prior year with good trading partially offset by forex headwinds (+11% CER)
    • o YTD revenues were 1% above the prior year on a constant exchange rate; 7% below including forex impact
    • o Q3 Adjusted EBITDA was lower at £1.8m (Q3 FY23: £3.4m) reflecting lower margins due to product mix and higher logistics costs as a result oftemporary disruption to trading routes with freight vessels avoiding the regional insecurity of the Suez Canal by travelling around Cape of Good Hope. Adjusted EBITDA margin was 11% (Q3 FY23: 21%)
    • o YTD Q3 FY24 Adjusted EBITDA margin was 20% (YTD Q3 FY23: 24%)
    • o The shrimp market remained soft with green shoots not yet translating into market recovery. Despite this the fundamentals remain strong.
      • We maintain commercial focus and take action to optimise our performance and competitive position including by expanding our product portfolio and strengthening our presence in key markets
      • Regulators and market participants taking steps to support the aquaculture sector e.g. reduction of import duty on aquaculture supplies in India and development of value-added shrimp products in Ecuador to stimulate exports
  • Genetics – increase in underlying profitability driven by progress across all growth vectors – Chile, shrimp and genetic services
    • o Q3 revenues 18% below Q3 FY23 (-17% CER) driven by shift against last year from direct egg sales to indirect sales through the Group's JV in Norway, the benefit of which is reflected in EBITDA and timing difference in harvest income compared to last year
    • o YTD Q3 revenues -17% (-13% CER) compared to last year which benefitted from supply constraints in the market in the first part of the year
    • o 46% increase in Q3 Adjusted EBITDA excluding FV movement of biological assets driven by:
      • Chile Adjusted EBITDA excluding FV movement of £0.5m (Q3 FY23: £0.9m loss)
      • Shrimp Adjusted EBITDA loss reduced from £0.8m to £0.5m
      • Higher contribution from the JV in Norway
    • o Q3 Adjusted EBITDA margin excluding FV movement 28% (Q3 FY23: 16%)
    • o YTD Q3 Adjusted EBITDA margin excluding FV movement was 24% (Q3 YTD FY23: 18%)
  • Health – significant restructuring and streamlining as part of transition to new business model for Ectosan® Vet and CleanTreat®
    • o Q3 revenues 43% below last year (-41% CER) reflecting the decommissioning of the CleanTreat® units
      • as part of the planned transition to a new business model for Ectosan® Vet and CleanTreat®
        • Salmosan® Vet revenue increased 17%
    • o Q3 Adjusted EBITDA loss reduced to nil (Q3 FY23 loss: £1.0m) showing the positive impact of restructuring actions in the seasonally quiet third quarter
    • o YTD Q3 Adjusted EBITDA of £2.3m (YTD Q3 FY23: £5.6m); YTD Q3 Adjusted EBITDA margin of 17% (YTD Q3 FY23: 25%)
    • o Business rightsized to deliver Salmosan® Vet solution which will drive profitability and cash generation post restructuring
    • o Maintained capability to deploy Ectosan® Vet and CleanTreat®, a proven effective solution to address sea lice, subject to customer investment in CleanTreat® infrastructure

Current trading and outlook

  • Trading well against backdrop of market headwinds in Advanced Nutrition and the restructuring in Health which have an impact on short term performance but support near and long term prospects
    • o Good visibility of salmon egg deliveries in Genetics for the remainder of the year and continued progress in growth vectors
    • o Resilience in Advanced Nutrition underpinned by commercial focus and streamlined efficient organisation
    • o Profitable and cash positive Health business following restructuring and underpinned by good performance of Salmosan® Vet
  • Actions taken during year the bring all business areas to profitability and set them on the path to deliver shareholder value
£m % CER YTD Q3 YTD Q3
FY23
% CER**
Q3 YTD
Q3 FY24 Q3 FY23 Q3 FY24 FY24 Restated* FY24
Revenue 30.7
-10%
34.2 -7% 110.9
-17%
132.9 -11%
Adjusted
Adjusted EBITDA1 4.5
-17%
5.4 -14% 21.3
-24%
28.1 -17%
Adj. EBITDA excluding biological
asset fair value movements
4.6
+15%
4.0 +19% 21.9
-17%
26.4 -10%
Adjusted Operating Profit/(Loss)2 (0.4)
-278%
0.2 -216 5.7
-55%
12.6 -43%
Adj. Operating profit excluding
biological asset fair value
movements
(0.3)
+76%
(1.2) +84% 6.3
-43%
10.9 -28%
Statutory
Operating loss (6.5)
-61%
(4.0) -57% (10.2)
-238%
(3.0) -189%
Loss before tax (9.4)
-121%
(4.3) -118% (17.3)
-217%
(5.4) -191%

Financial Summary (continuing operations)

Basic loss per share (p) (1.34) (0.64) (2.55) (1.04)
Net debt3 (66.9) (66.9)
Net debt3 excluding lease
liabilities
(45.7) (45.7)

Business Area summary

£m % CER**
Q3 FY24 Q3 FY23 % CER
Q3 FY24
YTD Q3
FY24
YTD Q3
FY23
YTD Q3
FY24
Revenue
Advanced Nutrition 16.8
+4%
16.1 +11% 57.2
-7%
61.4 +1%
Genetics 11.8
-18%
14.4 -17% 40.2
-17%
48.7 -13%
Health 2.2
-43%
3.8 -41% 13.6
-40%
22.9 -38%
Adjusted EBITDA1
Advanced Nutrition 1.8
-47%
3.4 -43% 11.7
-22%
14.9 -14%
Genetics 3.2
-14%
3.7 -13% 9.1
-11%
10.3 -6%
-
Net of fair value movements
in biological assets
3.3
+46%
2.3 +45% 9.7
+13%
8.6 +20%
Health 0.0
+105%
(1.0) +104 2.3
-60%
5.6 -58%

*Q3 2023 numbers were restated to reflect certain operations of the Group that were classified as discontinued operations and divested during that period in line with IFRS 5 (See Note 5)

** 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

Strategic review

In January 2024, the Company announced that the Board had unanimously decided to undertake a formal review of the Company's strategic options including a potential formal sale process. This process remains ongoing and further updates will be provided as appropriate.

Trond Williksen, CEO, commented:

"Our two largest business areas, Advanced Nutrition and Genetics, performed well in Q3. In Genetics, it is particularly pleasing to see continued progress in our Chilean business as well asthe positive results of the recent reorganisation of our shrimp genetics activities. Our Advanced Nutrition business remains resilient to the continuing soft conditions in the shrimp markets and is well positioned for market recovery.

Having streamlined our Health business, rightsizing it to focus on Salmosan® Vet during the transition period to a new business model for Ectosan® Vet and CleanTreat®, we now have a profitable business which maintains its capability to deliver Ectosan® Vet and CleanTreat®."

Presentation for analysts and institutional investors at 08.00 UK time (09.00 CEST)

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 (09.00 CEST).

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/landingpage/hegnarmedia/20240822\_11/

A live webcast of the presentation will be available for analysts and investors to join remotely at the following link: link: https://channel.royalcast.com/landingpage/hegnarmedia/20240822\_11/

A copy of the presentation can be found on the Company's website https://www.benchmarkplc.com/investors/reports-presentations/

Equity Development webcast at 12.00 UK time (13:00 CEST)

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 (13:00 CEST). The webcast is open to all existing and potential shareholders.

To register please visit: https://www.equitydevelopment.co.uk/news-and-events/benchmark-investorpresentation-22aug2024

A recording of the presentation will be available after the event on the Equity Development website.

Enquiries:

For further information, please contact:

Benchmark Holdings plc [email protected]
Trond Williksen, CEO
Septima Maguire, CFO
Ivonne Cantu, Investor Relations
Deutsche Numis (Nominated Adviser and Broker) Tel: 020 7260 1000
Freddie Barnfield, Duncan Monteith, Sher Shah
MHP Tel:
+44 7831 406117
Katie Hunt, Reg Hoare [email protected]

About Benchmark

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

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

Management Report

Q3 FY24 commentary

The Group performed well in Q3 FY24 with solid trading in its two largest business areas of Advanced Nutrition and Genetics, noting that Q3 is a low season quarter for the Group in totality. In Health we continued to streamline the business, rightsizing our resources to support our Salmosan® Vet activities during the planned transition to a new business model for Ectosan® Vet and CleanTreat®. The restructuring of Health was completed post period end and will result in significant immediate cost savings and a cash positive business. We have retained the capabilities to deploy Ectosan® Vet and CleanTreat® onto customer infrastructure be it a barge or integrated wellboat solution, both of which we are able to support, but now with very low financial exposure. Ectosan® Vet and CleanTreat® remains a compelling solution to the sea lice pressure experienced in the industry.

The Group reported revenues of £30.7m in the quarter, 10% below the prior year (-7% CER). This resulted from revenue growth in Advanced Nutrition of 4% (+11% CER) offset by 18% lower revenues in Genetics (-17% CER) and a 43% drop in Health revenues (-41% CER) following the decommissioning of the CleanTreat® units. The drop in Genetics revenue is due to a shift from direct egg sales to indirect sales through the Company's JV in Norway, the benefit of which is reflected in EBITDA, as well as a difference in the timing of harvest income against the prior year and lower ancillary revenues.

Adjusted EBITDA excluding fair value movement of biological assets was £4.6m, 15% ahead of the prior year (+19% CER) driven by a higher Adjusted EBITDA excluding fair value uplift in Genetics (+46%) reflecting progress across all growth vectors – Chile, shrimp and genetic services - and higher JV profits, together with the positive impact of the restructuring in Health. This was partially offset by Advanced Nutrition which reported lower Adjusted EBITDA reflecting a change in product mix and higher costs associated with the temporary disruption of freight routes due to geopolitical conflicts in the Suez Canal.

Operating costs for the Group of £9.9m were 6% below last year (Q3 FY23: £10.5m) with a decrease in Genetics, Health and Corporate overheads and a small increase in Advanced Nutrition. R&D expenses of £1.4m were broadly in line with the prior year (Q3 FY23: £1.5m). The Group incurred £2.6m of exceptional costs in Q3 FY24, including exceptional restructuring costs of £1.2m relating to the formal review of the Company's strategic options and other restructuring actions taken.

Depreciation and amortisation decreased to £8.4m (Q3 FY23: £8.9m), taking Group operating loss for the quarter to £6.5m (Q3 FY23: £4.0m). The Adjusted Operating loss excluding fair value movements in biological assets was £0.3m (Q3 FY23: £1.2m loss).

Net finance costs were £2.9m, significantly above the comparative period (Q3 FY23: £0.2m) which benefitted from credits from the ineffective portion of the movement in the fair value of the derivative instrument and forex movements. Absent those movements, interest expense including lease interest was at a similar level to the prior year. As a result of these year-on-year movements, the loss before tax in the quarter was £9.4m (Q3 FY23: £4.3m).

The tax charge in the period was a £0.5m (Q3 FY23: £0.1m credit). The resulting loss after tax for the quarter was £10.0m (Q3 FY23: loss £4.2m).

The Group reported a net cash inflow from operating activities of £1.2m (Q3 FY23: £3.9m), Working capital was an outflow of £1.3m (Q3 F2Y23: £1.1m). Net cash used in investing activities was £0.6m (Q3 FY23: £0.2m inflow) of which capex was £0.8m (Q3 FY23: £1.1m) offset by proceeds from sale of fixed assets. During the period, net interest paid was £2.4m and tax paid was £2.1m. Cash used in financing activities was £2.1m (Q3 FY23: £6.8m). The Group maintains ample liquidity and headroom with cash of £17m and liquidity of £34.2m (cash and available liquidity) as of 30 June 2024.

Q3 YTD FY24 Commentary

Q3 YTD FY24 the Group delivered revenue of £110.9m (Q3 YTD FY23: £132.9m) with the drop resulting from lower revenues in Genetics against a strong FY23 which benefitted from supply constraints in the market, lower revenues in Advanced Nutrition as a result of soft shrimp markets and a reduction in Health following the decommissioning of the CleanTreat® units.

Adjusted EBITDA excluding fair value movements from biological assets was £21.9m (Q3 YTD FY23: £26.4m) with Genetics reporting a 13% increase while Advanced Nutrition and Health were down 22% and 60% respectively as a result of lower revenues.

Operating costs were £30.2m, a 12% reduction from the prior year (Q3 YTD FY23: £34.3m). Operating costs were down across all business areas as were corporate overheads reflecting good cost control, initiatives to improve efficiency and a resizing of the Health business. R&D expenses of £4.5m were in line with the prior year. Total R&D investment including capitalised development costs was £4.6m (Q3 YTD FY23: £4.9m).

The Adjusted EBITDA margin (excluding fair value movement from biological assets) was 20% (Q3 YTD FY23: 20%). Depreciation and amortisation decreased 5% from the comparative period last year to £26.5m (Q3 YTD FY23: £27.9m), leaving the operating loss in the period at £10.2m (Q3 YTD FY22: £3.0m).

There was a significant increase in net finance costs for Q3 YTD FY24 to £7.1m (Q3 YTD FY23: £2.4m), primarily as a result of income from movements in hedge accounting in the prior year, coupled with increased interest costs due to higher borrowings during the current year. This is slightly offset by differences in foreign exchange gains and losses year on year. This led to a loss before tax of £17.3m (Q3 YTD FY23: £5.4m). The tax charge in the period of £1.4m was in line with the prior year, leaving loss from continuing operations at £18.7m (Q3 YTD FY23: £6.9m).

Year to date, the Group reported a net operating cash outflow of £2.8m after a decrease in working capital of £14.1m mainly due to a reduction in trade payables. Net cash outflow from investing activities was £2.1m, including capex of £2.7m including intangibles and capitalised development costs. Our cash position at the end of the period was £17.0m and liquidity of £34.2m.

Business Area Commentary

Advanced Nutrition

Advanced Nutrition revenues were £16.8m, 4% above Q3 FY23 and 11% above last year on a constant exchange rate basis. This is particularly positive against a backdrop of continuing softness in the global shrimp market and demonstrates the success of our commercial focus and the resilience of our business. By product area, sales of Artemia were +4%, Diets +7% and Health -6% against Q3 FY23.

Our gross profit margin in Advanced Nutrition of 48% (Q3 FY23: 59%) reflects a change in product mix and increased freight costs owing to global geopolitical conflicts. Operating costs were also slightly above the prior year (+3%) and as a result Q3 FY24 Adjusted EBITDA was £1.8m (Q3 FY23: £3.4m).

YTD Q3 FY24 revenue was £57.2m, 7% behind the prior year (+1% CER) and Adjusted EBITDA was 22% below (CER -14%) prior year at £11.7m.

Strategically we continue to take steps to optimise our operations, to expand our product portfolio to address specific market opportunities and have plans to strengthen our presence in certain key markets both directly and through collaborations.

The shrimp market remained soft in the period with green shoots in certain markets not yet translating into market recovery. Nevertheless, we remain confident that we continue to be resilient and well positioned as the market recovers. At a macro sector level certain countries are taking steps to support the industry including a reduction in custom duty on aquaculture supplies in India and a focus on processed high value shrimp products in Ecuador. These are structural measures which will support the development and profitability of the industry in the longer term from which we expect to benefit.

Genetics

Genetics delivered solid trading in Q3 FY24 despite revenues of £11.8m being 18% below the prior year (-17% CER). This was driven mainly by lower harvest income due to the timing of the harvest, and a shift from direct egg sales to indirect sales through our JV in Norway in the period. Direct sales volume of salmon eggs was 60m, 8m below Q3 FY23. Total volume of egg sales including direct sales and indirect sales made through the Group's JV in Norway was 69m, marginally below the prior year (Q3 FY23: 70m eggs). YTD Q3 FY24 total volume of eggs was 258m (YTD Q3 FY23: 275m).

Notably all growth vectors performed well in the period. Revenues from Chile increased 12% taking the Adjusted EBITDA excluding fair value movement from a loss of £0.9m in Q3 FY23 to a profit of £0.5m. This result also reflects higher capitalisation of production costs associated with our biological assets in Chile as we gain commercial traction and there is increased visibility of future sales. In shrimp our ongoing work to develop local lines is making good progress and we are starting to benefit from the commercial integration of our shrimp portfolio led by our Advanced Nutrition business. While this is not yet evident in material sales volumes, the reorganisation and integration resulted in significant cost savings reducing the Adjusted EBITDA loss for our shrimp genetics business from a loss of £0.8m in Q3 FY23 to a loss of £0.5m in the period.

Adjusted EBITDA for Q3 FY24 excluding fair value movements of biological assets was up 46% (+45% CER) to £3.3m (Q3 FY23: £2.3m) due to a higher contribution from Salmar Genetics, the Group's JV in Norway, improved performance across all growth vectors and higher capitalisation of production costs associated with biological assets resulting in a favourable movement against last year.

YTD Q3 FY24 revenues were £40.2m 13% CER below the prior year which benefitted from supply constraints in the market. Adjusted EBITDA excluding fair value movement of biological assets was £9.7m (YTD Q3 FY23: £10.6m). The Adjusted EBITDA margin excluding fair value movement of biological assets was 24% (YTD Q3 FY23: 19%).

Health

Revenues in Q3 FY23 were £2.2m, 43% below the prior year (Q3 FY23: £3.8m). Sales from Ectosan® Vet and CleanTreat® were £0.9m (Q3 FY23: £2.7m). Salmosan® sales were 17% above the prior year at £1.2m.

During the quarter we took the second of the two platform supply vessels (PSV) carrying the CleanTreat® systems out of service and we have streamlined the rest of the organisation accordingly. As a result, Adjusted EBITDA was nil (Q3 FY23: loss of £1.0m) reflecting cost savings achieved through the restructuring. We have maintained the capabilities and expertise to deploy Ectosan® Vet and CleanTreat® subject to customer investment in the CleanTreat® infrastructure be it a barge or an integrated wellboat. Ectosan® Vet and CleanTreat® remains a proven, highly efficacious sea lice solution capable of addressing the growing sea lice pressure. In addition to its high efficacy, it offers salmon producers an environmentally friendly way of treating sea lice with high fish health and welfare credentials.

The cost savings associated with the restructuring offset the reduction in revenues and the business area delivered Adjusted EBITDA of nil (Q3 FY23: 1.0m loss).

YTD revenue was £13.6m (Q3 YTD FY23: £22.9m) reflecting changes in the business area. YTD Adjusted EBITDA was £2.3m (YTD Q3 FY23 £5.6m).

Outlook

The Group is trading well against a backdrop of market headwinds in Advanced Nutrition and the restructuring in Health which have an impact on short term performance but support near and long term prospects. For the remainder of the year there is good visibility of salmon egg deliveries in Genetics albeit below last year when we benefitted from supply constraints in the market, and expect continued progress in the Genetics growth vectors with the clear aim of making them increasingly profitable over time.

In Advanced Nutrition we expect market conditions to remain soft for the remainder of the year, but we are confident that we have a resilient, efficient organisation capable of operating well in this environment and which is well positioned to benefit from future market recovery.

In Health, following the streamlining implemented this year we expect to have a profitable and cash positive business underpinned by good performance of Salmosan® Vet.

Overall, the actions and progress achieved this year will bring all business areas to profitability and on a path to deliver shareholder value in the near and long term.

Consolidated Income Statement for the period ended 30 June 2024

Q3 2024 Q3 2023
Restated*
YTD Q3
2024
YTD Q3 2023
Restated*
FY 2023
All figures in £000's Notes (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Revenue 4 30,689 34,224 110,913 132,883 169,476
Cost of sales (15,071) (16,715) (56,047) (66,052) (82,726)
Gross profit 15,618 17,509 54,866 66,831 86,750
Research and development costs (1,409) (1,493) (4,468) (4,478) (6,069)
Other operating costs (9,879) (10,521) (30,231) (34,292) (45,157)
Share of profit/(loss) of equity-accounted
investees, net of tax
185 (55) 1,170 1 (32)
Adjusted EBITDA² 4,515 5,440 21,337 28,062 35,492
Exceptional - restructuring, acquisition and
disposal related items 6 (2,586) (530) (5,065) (3,218) (3,904)
EBITDA¹ 1,929 4,910 16,272 24,844 31,588
Depreciation and impairment (4,284) (4,626) (13,851) (13,640) (18,409)
Amortisation and impairment (4,140) (4,318) (12,629) (14,230) (18,495)
Operating loss (6,495) (4,034) (10,208) (3,026) (5,316)
Finance cost 7 (3,536) (2,972) (8,977) (13,180) (15,048)
Finance income 7 612 2,746 1,905 10,762 7,670
Loss before taxation (9,419) (4,260) (17,280) (5,444) (12,694)
Tax on loss 8 (529) 76 (1,439) (1,407) (3,365)
Loss from continuing operations (9,948) (4,184) (18,719) (6,851) (16,059)
Discontinued operations
Loss from discontinued operations, net of tax 5 - (438) - (1,170) (5,505)
(9,948) (4,622) (18,719) (8,021) (21,564)
Loss for the year attributable to:
- Owners of the parent (9,913) (4,760) (18,861) (8,763) (23,146)
- Non-controlling interest (35) 138 142 742 1,582
(9,948) (4,622) (18,719) (8,021) (21,564)
Earnings per share
Basic loss per share (pence) 9 (1.34) (0.64) (2.55) (1.20) (3.16)
Diluted loss per share (pence) 9 (1.34) (0.64) (2.55) (1.20) (3.16)
Earnings per share - continuing operations
Basic loss per share (pence) 9 (1.34) (0.58) (2.55) (1.04) (2.41)
Diluted loss per share (pence) 9 (1.34) (0.58) (2.55) (1.04) (2.41)
Adjusted EBITDA from continuing operations 4,515 5,440 21,337 28,062 35,492
Adjusted EBITDA from discontinued
operations 5 - (353) - (915) (1,254)
Total Adjusted EBITDA 4,515 5,087 21,337 27,147 34,238

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

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

* Q3 2023 numbers were restated to reflect certain operations of the Group that were classified as discontinued operations during FY23 in line with IFRS 5. (See Note 5).

Benchmark Holdings plc

Consolidated Statement of Comprehensive Income for the period ended 30 June 2024

Q3 2024 Q3 2023
Restated
YTD Q3
2024
YTD Q3 2023
Restated
FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Loss for the period (9,948) (4,622) (18,719) (8,021) (21,564)
Other comprehensive income
Items that are or may be reclassified
subsequently to profit or loss
Foreign exchange translation differences (497) (11,153) (11,489) (35,166) (23,475)
Cash flow hedges - changes in fair value 701 2,093 (1,644) 1,794 (2,123)
Cash flow hedges - reclassified to profit or loss (475) (273) 1,139 (565) 2,623
Total comprehensive income for the period (10,219) (13,955) (30,713) (41,958) (44,539)
Total comprehensive income for the period
attributable to:
- Owners of the parent (10,270) (14,204) (30,607) (42,250) (45,404)
- Non-controlling interest 51 249 (106) 292 865
(10,219) (13,955) (30,713) (41,958) (44,539)
Total comprehensive income for the period
attributable to owners of the parent:
- Continuing operations (10,270) (13,705) (30,607) (40,753) (39,777)
- Discontinued operations* - (499) - (1,497) (5,627)
(10,270) (14,204) (30,607) (42,250) (45,404)

*Total comprehensive income for the period relating to discontinued operations for Q3 2024 includes the loss of £nil (Q3 2023: £438,000) and foreign exchange loss of £nil (Q3 2023: £61,000). FY23 includes the loss of £5,505,000 and foreign exchange loss of £122,000.

Consolidated Balance Sheet as at 30 June 2024

30 September
All figures in £000's 30 June 2024 30 June 2023 2023
Assets Notes (unaudited) (unaudited) (audited)
Property, plant and equipment 66,505 71,880 73,411
Right-of-use assets 12,284 21,755 19,804
Intangible assets 186,841 205,312 206,077
Equity-accounted investees 4,833 3,028 3,558
Other investments 1 13 14
Biological and agricultural assets 2,748 21,688 18,406
Non-current assets 273,212 323,676 321,270
Inventories 24,096 26,244 25,269
Biological and agricultural assets 42,507 21,301 27,586
Trade and other receivables 50,590 47,858 59,795
Cash and cash equivalents 16,984 32,858 36,525
134,177 128,261 149,175
Assets held for sale 10 - 850 850
Current assets 134,177 129,111 150,025
Total assets 407,389 452,787 471,295
Liabilities
Trade and other payables (27,847) (32,034) (47,329)
Loans and borrowings 11 (15,571) (21,757) (20,045)
Corporation tax liability (4,101) (6,791) (6,422)
Provisions (2,007) (1,557) (1,280)
Current liabilities (49,526) (62,139) (75,076)
Loans and borrowings 11 (76,482) (77,960) (81,954)
Other payables (7,713) (4,908) (6,842)
Deferred tax (20,242) (22,755) (24,106)
Provisions - - (700)
Non-current liabilities (104,437) (105,623) (113,602)
Total liabilities (153,963) (167,762) (188,678)
Net assets 253,426 285,025 282,617
Issued capital and reserves attributable to owners
of the parent
Share capital 12 740 739 739
Additional paid-in share capital 12 37,490 37,428 37,428
Capital redemption reserve 5 5 5
Retained earnings 166,087 197,168 183,489
Hedging reserve (708) 526 (203)
Foreign exchange reserve 43,706 43,520 54,947
Equity attributable to owners of the parent 247,320 279,386 276,405
Non-controlling interest 6,106 5,639 6,212
Total equity and reserves 253,426 285,025 282,617

Consolidated Statement of Changes in Equity for the period ended 30 June 2024

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 - - - - (18,861) (18,861) 142 (18,719)
Other comprehensive loss - - (11,241) (505) - (11,746) (248) (11,994)
Total comprehensive income/(loss) for the period - - (11,241) (505) (18,861) (30,607) (106) (30,713)
Contributions by and distributions to owners
Share issue 1 62 - - - 63 - 63
Share-based payment - - - - 1,459 1,459 - 1,459
Total contributions by and distributions to owners 1 62 - - 1,459 1,522 - 1,522
Total transactions with owners of the Company 1 62 - - 1,459 1,522 - 1,522
As at 30 June 2024 (unaudited) 740 37,490 43,711 (708) 166,087 247,320 6,106 253,426
As at 1 October 2022 (audited) 704 420,824 77,710 (703) (185,136) 313,399 9,886 323,285
Comprehensive income/(loss)for the period
Profit/(loss) for the period - - - - (9,294) (9,294) 1,273 (8,021)
Other comprehensive income/(loss) - - (34,185) 1,229 - (32,956) (981) (33,937)
Total comprehensive income/(loss)for the period - - (35,185) 1,229 (9,294) (42,250) 292 (41,958)
Contributions by and distributions to owners
Share issue 35 12,985 - - - 13,020 - 13,020
Share issue costs recognised through equity - (2,146) - - - (2,146) - (2,146)
Cancellation of part of share premium account - (394,235) - - 394,235 - - -
Share-based payment - - - - 833 833 - 833
Total contributions by and distributions to owners 35 (383,396) - - 395,068 11,707 - 11,707
Changes in ownership
Acquisition of NCI - (3,470) (3,470) (4,539) (8,009)
Total changes in ownership interests - - - - (3,470) (3,470) (4,539) (8,009)
Total transactions with owners of the Company 35 (383,396) - - 391,598 8,237 (4,539) 3,698
As at 30 June 2023 (unaudited) 739 37,428 43,525 526 197,168 279,386 5,639 285,025
As at 1 October 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

Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Cash flows from operating activities
Loss for the period (9,948) (4,622) (18,719) (8,021) (21,564)
Adjustments for:
Depreciation and impairment of property, plant and
equipment 2,854 2,115 7,921 6,363 8,453
Depreciation and impairment of right-of-use assets 1,430 2,587 5,930 7,505 10,260
Amortisation and impairment of intangible fixed
assets 4,140 4,318 12,629 14,230 18,495
Profit on sale of property, plant and equipment (106) - (332) (36) (121)
Loss on sale of discontinued operation - - - - 3,774
Finance income (65) (1,226) (351) (4,195) (2,802)
Finance costs 2,916 2,806 8,311 7,173 10,535
Loss on disposal of investments in joint ventures
Share of (profit)/loss of equity-accounted investees,
- - (42) - -
net of tax (186) 54 (1,171) (1) 32
Foreign exchange (gains)/losses 345 (1,336) 10 (2,443) (1,814)
Share-based payment expense 654 358 1,458 833 1,005
Tax charge/(credit) 530 (75) 1,440 1,407 3,365
Decrease/(increase) in trade and other receivables 3,762 (2,299) 6,104 3,772 (6,570)
Decrease/(increase) in inventories (1,510) (268) 237 2,249 2,877
Increase in biological and agricultural assets (1,322) (1,296) (1,204) (403) (1,659)
(Decrease)/Increase in trade and other payables (2,415) 2,811 (18,372) (10,862) 3,909
Decrease /(increase) in provisions 164 (7) (839) (20) 386
1,243 3,920 3,010 17,551 28,561
Income taxes paid (2,101) (2,194) (5,818) (6,335) (8,556)
Net cash flows generated from operating activities (858) 1,726 (2,808) 11,216 20,005
Investing activities
Acquisition of subsidiaries - (48) - (48) (48)
Purchase of investments in associates (81) (52) (224) (359) (558)
Receipts from disposal of subsidiaries, joint ventures,
and other investments - 1,250 37 1,250 1,250
Purchases of property, plant and equipment (628) (917) (2,398) (4,171) (5,953)
Purchase of intangibles (70) (43) (155) (120) (196)
Capitalised research and development costs (56) (183) (150) (380) (632)
Proceeds from sale of fixed assets
Cash receipts from swap contracts
134
-
22
-
405
-
99
-
227
11
Interest received 65 150 351 469 627
Net cash flows used in investing activities (636) 179 (2,134) (3,260) (5,272)
Financing activities
Proceeds of share issues - - - 13,000 13,000
Proceeds from exercise of share options 62 - 62 20 20
Share-issue costs recognised through equity - (496) - (2,146) (2,146)
Acquisition of minority interests in subsidiaries - - - (8,009) (8,009)
Proceeds from bank or other borrowings, net of
borrowing fees 2,454 23 2,195 20,825 21,847
Repayment of bank or other borrowings (371) (967) (1,617) (17,527) (18,470)
Interest and finance charges paid (2,418) (2,654) (6,925) (6,736) (9,131)
Repayments of lease liabilities (1,817) (2,660) (7,185) (7,349) (9,438)
Net cash used in financing activities (2,090) (6,754) (13,470) (7,922) (12,327)
Net increase/(decrease) in cash and cash
equivalents (3,584) (4,849) (18,412) 34 2,406
Cash and cash equivalents at beginning of period 20,759 38,647 36,525 36,399 36,399
Effect of movements in exchange rate (191) (940) (1,129) (3,575) (2,280)
Cash and cash equivalents at end of period 16,984 32,858 16,984 32,858 36,525

Consolidated Income Statement for the period ended 30 June 2024

1. Basis of preparation

Benchmark Holdings plc (the 'Company') is a company incorporated and domiciled in the United Kingdom. These consolidated quarterly financial statements as at and for the nine months ended 30 June 2024 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 nine months ended 30 June 2023. 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.

Statement of Compliance

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 22 August 2024.

Going concern

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

As at 30 June 2024 the Group had net assets of £253.4m (30 September 2023: £282.6m), including cash of £17.0m (30 September 2023: £36.5m) as set out in the consolidated balance sheet. The Group made a total loss for the period of £18.7m (year ended 30 September 2023: loss £21.6m).

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. Key downside sensitivities modelled 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 sensitivity of lower sales growth from a possible slower recovery in the shrimp market in Advanced Nutrition. The post balance sheet restructuring of the Health business area to focus on the Salmosan business has derisked the cash utilisation improving the likelihood of cash generation within that business area for the foreseeable future. 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.

On 26 March 2024 an additional facility of £7.5m was added to the existing RCF with an expiry date of 31 March 2025. The original £20m RCF term remains unaltered, ending on 27 June 2025.

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, which include a potential sale of the Company as a whole or of one or more of the individual business units. The sales process is ongoing, but there are currently no 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.

Dependent on the outcome of the strategic review the board do not see any issues with refinancing the debt, given the strong relationships with banks and the previous success with past refinancing. Based on their assessment of all of the above, the directors

believe it remains appropriate to prepare the financial statements on a going concern basis. However, while the Directors remain confident that the current facilities will be renewed or replaced over the next 12 months, the requirement to do this represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and therefore to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the going concern assumption being inappropriate

2. Accounting policies

The accounting policies adopted are consistent with those used in preparing the consolidated financial statements for the financial year ended 30 September 2023.

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

Alternative performance measures ('APMs')

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by 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.

Use of estimates and judgements

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

In preparing these quarterly financial statements the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 September 2023.

3. Segment information

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

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

  • Genetics - harnesses industry leading salmon breeding technologies combined with state-of-the-art production facilities to provide a range of year-round high genetic merit ova.
  • Advanced Nutrition - manufactures and provides technically advanced nutrition and health products to the global aquaculture industry.
  • Health the segment provides health products and services to the global aquaculture market.

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

Measurement of operating segment profit or loss

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

3. Segment information (continued)

Reconciliations of segmental information to IFRS measures

Segmental Revenue
YTD Q3
Q3 2024 Q3 2023 2024 YTD Q3 2023 FY 2023
All figures in £000's (unaudited) (unaudited)* (unaudited) (unaudited)* (audited)*
Genetics 11,778 14,426 40,173 48,907 65,791
Advanced Nutrition 16,784 16,067 57,197 61,391 78,503
Health 2,168 3,795 13,628 22,872 25,514
Corporate 1,054 1,426 3,752 4,299 5,747
Inter-segment sales (1,095) (1,447) (3,837) (4,340) (5,811)
Total 30,689 34,267 110,913 133,129 169,744

Segmental Adjusted EBITDA

YTD Q3 YTD Q3
Q3 2024 Q3 2023 2024 2023 FY 2023
All figures in £000's (unaudited) (unaudited)* (unaudited) (unaudited)* (audited)*
Genetics 3,204 3,356 9,127 9,339 14,409
Advanced Nutrition 1,795 3,420 11,671 14,886 18,374
Health 48 (1,022) 2,254 5,628 4,772
Corporate (532) (667) (1,715) (2,706) (3,317)
Total 4,515 5,087 21,337 27,147 34,238

Reconciliation of Reportable Segments Adjusted EBITDA to Loss before taxation

All figures in £000's Q3 2024
(unaudited)
Q3 2023
(unaudited)*
YTD Q3 2024
(unaudited)
YTD Q3 2023
(unaudited)*
FY 2023
(audited)*
Total reportable segment Adjusted EBITDA 5,047 5,754 23,052 29,853 37,555
Corporate Adjusted EBITDA (532) (667) (1,715) (2,706) (3,317)
Adjusted EBITDA 4,515 5,087 21,337 27,147 34,238
Exceptional - restructuring, acquisition and
disposal related items (2,586) (530) (5,065) (3,218) (7,817)
Depreciation and impairment (4,284) (4,702) (13,851) (13,868) (18,713)
Amortisation and impairment (4,140) (4,318) (12,629) (14,230) (18,495)
Net finance costs (2,924) (235) (7,072) (2,445) (7,412)
Loss before taxation (9,419) (4,698) (17,280) (6,614) (18,199)

Reconciliation of segmental information to IFRS measures – Revenue and Loss before tax

Revenue
YTD Q3
Q3 2024 Q3 2023 2024 YTD Q3 2023 FY 2023
(unaudited) (unaudited)* (unaudited) (unaudited)* (audited)
Total revenue per segmental information 30,689 34,267 110,913 133,129 169,744
Less: revenue from discontinued operations - (43) - (246) (268)
Consolidated revenue 30,689 34,224 110,913 132,883 169,476

Loss before tax

YTD Q3
Q3 2024 Q3 2023 2024 YTD Q3 2023 FY 2023
(unaudited) (unaudited)* (unaudited) (unaudited)* (audited)
Profit/(loss) before tax per segmental information (9,419) (4,698) (17,280) (6,614) (18,199)
Less: loss before tax from discontinued operations - 438 - 1,170 5,505
Consolidated Profit/(loss) before tax (9,419) (4,260) (17,280) (5,444) (12,694)

* Results include discontinued operations, see note 5 for further detail

4. Revenue

The Group's operations and main revenue streams are those described in its financial statements to 30 September 2023. The Group's revenue is derived from contracts with customers.

Disaggregation of revenue

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

Sale of goods and provision of services

3 months ended 30 June 2024 (unaudited)
Inter
Advanced
segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Sale of goods 11,292 16,749 1,723 - - 29,764 - 29,764
Provision of services 480 - 445 - - 925 - 925
Inter-segment sales 6 35 - 1,054 (1,095) - - -
11,778 16,784 2,168 1,054 (1,095) 30,689 - 30,689
3 months ended 30 June 2023 (unaudited)
Inter
Advanced segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Sale of goods 13,523 16,049 2,259 - - 31,831 43 31,788
Provision of services 900 - 1,536 - - 2,436 - 2,436
Inter-segment sales 3 18 - 1,426 (1,447) - - -
14,426 16,067 3,795 1,426 (1,447) 34,267 43 34,224
9 months ended 30 June 2024 (unaudited)
Inter
Advanced segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Sale of goods 38,820 57,090 10,805 - - 106,715 - 106,715
Provision of services 1,341 34 2,823 - - 4,198 - 4,198
Inter-segment sales 12 73 - 3,752 (3,837) - - -
40,173 57,197 13,628 3,752 (3,837) 110,913 - 110,913
9 months ended 30 June 2023 (unaudited)
Inter
Advanced segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Sale of goods 45,727 61,356 15,823 - - 122,906 246 122,660
Provision of services 3,174 - 7,049 - - 10,223 - 10,223
Inter-segment sales 6 35 - 4,299 (4,340) - - -
48,907 61,391 22,872 4,299 (4,340) 133,129 246 132,883
12 months ended 30 September 2023 (audited)
Inter
Advanced
segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Sale of goods 61,372 78,449 17,707 - - 157,528 268 157,260
Provision of services 4,409 - 7,807 - - 12,216 - 12,216
Inter-segment sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 268 169,476

4. Revenue (continued)

Primary geographical markets

3 months ended 30 June 2024 (unaudited)
All figures in £000's Genetics Advanced
Nutrition
Health Corporate Inter
segment
sales
Total Discontinued Continuing
Norway 5,992 436 999 - - 7,427 - 7,427
Vietnam 12 2,040 - - - 2,052 - 2,052
Iceland 1,962 - 57 - - 2,019 - 2,019
Greece - 1,792 - - - 1,792 - 1,792
Faroe Islands 1,301 - 417 - - 1,718 - 1,718
Venezuela - 1,633 - - - 1,633 - 1,633
Ecuador - 1,395 - - - 1,395 - 1,395
India - 1,331 - - - 1,331 - 1,331
Indonesia 110 1,153 - - - 1,263 - 1,263
Turkey - 1,086 - - - 1,086 - 1,086
Chile 364 - 327 - - 691 - 691
Rest of Europe 948 651 157 - - 1,756 - 1,756
Rest of World 1,083 5,232 211 - - 6,526 - 6,526
Inter-segment sales 6 35 - 1,054 (1,095) - - -
11,778 16,784 2,168 1,054 (1,095) 30,689 - 30,689

3 months ended 30 June 2023 (unaudited)

Inter
Advanced segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Norway 7,190 349 3,155 - - 10,694 - 10,694
Vietnam - 2,445 - - - 2,445 - 2,445
Iceland 1,166 - - - - 1,166 - 1,166
Greece - 1,698 - - - 1,698 - 1,698
Faroe Islands 1,668 - 116 - - 1,784 - 1,784
Venezuela - 680 - - - 680 - 680
Ecuador 9 1,936 - - - 1,945 - 1,945
India - 671 - - - 671 - 671
Indonesia 98 705 - - - 803 - 803
Turkey 54 1,208 - - - 1,262 - 1,262
Chile 332 1 291 - - 624 - 624
Rest of Europe 1,166 794 93 - - 2,053 - 2,053
Rest of World 2,740 5,562 140 - - 8,442 43 8,399
Inter-segment sales 3 18 - 1,426 (1,447) - - -
14,426 16,067 3,795 1,426 (1,447) 34,267 43 34,224

4. Revenue (continued)

Primary geographical markets (continued)

9 months ended 30 June 2024 (unaudited)
All figures in £000's Genetics Advanced
Nutrition
Health Corporate Inter
segment
sales
Total Discontinued Continuing
Norway 22,422 885 8,158 - - 31,465 - 31,465
Vietnam 12 6,746 - - - 6,758 - 6,758
Iceland 4,673 - 57 - - 4,730 - 4,730
Greece - 5,451 - - - 5,451 - 5,451
Faroe Islands 4,011 - 919 - - 4,930 - 4,930
Venezuela 157 2,567 - - - 2,724 - 2,724
Ecuador 40 4,617 - - - 4,657 - 4,657
India - 8,065 - - - 8,065 - 8,065
Indonesia 268 3,289 - - - 3,557 - 3,557
Turkey 9 5,300 - - - 5,309 - 5,309
Chile 3,357 - 1,369 - - 4,726 - 4,726
Rest of Europe 2,998 4,094 302 - - 7,394 - 7,394
Rest of World 2,214 16,110 2,823 - - 21,147 - 21,147
Inter-segment sales 12 73 - 3,752 (3,837) - - -
40,173 57,197 13,628 3,752 (3,837) 110,913 - 110,913

9 months ended 30 June 2023 (unaudited)

Inter
Advanced segment
All figures in £000's Genetics Nutrition Health Corporate sales Total Discontinued Continuing
Norway 30,251 691 17,607 - - 48,549 - 48,549
Vietnam - 7,470 - - - 7,470 - 7,470
Iceland 4,138 - - - - 4,138 - 4,138
Greece - 5,969 - - - 5,969 - 5,969
Faroe Islands 4,988 - 464 - - 5,452 - 5,452
Venezuela 43 1,584 - - - 1,627 - 1,627
Ecuador 38 5,508 - - - 5,546 - 5,546
India - 7,696 - - - 7,696 - 7,696
Indonesia 436 2,815 - - - 3,251 - 3,251
Turkey 56 5,940 - - - 5,996 - 5,996
Chile 1,465 12 633 - - 2,110 - 2,110
Rest of Europe 3,486 4,162 136 - - 7,784 - 7,784
Rest of World 4,000 19,509 4,032 - - 27,541 246 27,295
Inter-segment sales 6 35 - 4,299 (4,340) - - -
48,907 61,391 22,872 4,299 (4,340) 133,129 246 132,883

4. Revenue (continued)

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 39,007 897 19,596 - - 59,500 - 59,500
Vietnam - 11,229 - - - 11,229 - 11,229
Iceland 7,343 - - - - 7,343 - 7,343
Greece - 6,759 - - - 6,759 - 6,759
Faroe Islands 6,160 - 718 - - 6,878 - 6,878
Venezuela 43 2,019 - - - 2,062 - 2,062
Ecuador 38 7,257 - - - 7,295 - 7,295
India - 9,743 - - - 9,743 - 9,743
Indonesia 637 4,099 - - - 4,736 - 4,736
Turkey 93 7,009 - - - 7,102 - 7,102
Chile 1,824 12 991 - - 2,827 - 2,827
Rest of Europe 5,427 4,941 177 - - 10,545 - 10,545
Rest of World 5,209 24,484 4,032 - - 33,725 268 33,457
Inter-segment sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 268 169,476

5. Discontinued activities

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.

Summary of restatement of Q3 FY23 results as reported in Q3 FY24 financial statements

Continuing operations Discontinued operations
All figures in £000's Revenue Adjusted
EBITDA
Loss from
continuing
operations
Loss from
discontinued
operations
As stated in Q3 FY23 financial statements 133,129 27,147 (8,021) -
Reclassified in Q1 (73) 368 453 (453)
Reclassified in Q2 (130) 194 279 (279)
Reclassified in Q3 (43) 353 438 (438)
As stated in Q3 FY24 financial statements 132,883 28,062 (6,851) (1,170)

Results from discontinued operations

Q3 FY24 Q3 FY23 YTD Q3 FY24 YTD Q3 FY23 FY23
£000 £000 £000 £000 £000
Revenue - 43 - 246 268
Cost of sales - (275) - (755) (973)
Gross profit - (232) - (509) (705)
Research and development costs - (3) - (16) (59)
Other operating costs - (118) - (390) (490)
Share of profit of equity-accounted investees, net of tax - - - - -
Adjusted EBITDA - (353) - (915) (1,254)
Exceptional loss on disposal - - - - (3,913)
EBITDA - (353) - (915) (5,167)
Depreciation and impairment - (76) - (228) (304)
Amortisation and impairment - - - - -
Operating loss / Loss before taxation - (429) - (1,143) (5,471)
Net finance costs - (9) - (27) (34)
Loss before taxation - (438) - (1,170) (5,505)
Tax on loss - - - - -
Loss from discontinued operations - (438) - (1,170) (5,505)

Exceptional items within discontinued operations

Q3 FY24 Q3 FY23 YTD Q3 FY24 YTD Q3 FY23 FY23
£000 £000 £000 £000 £000
Profit/(loss) on disposal of subsidiaries - - - - 3,774
Profit/(loss) on other asset disposals - - - - 139
Total exceptional recognised - - - - 3,913

Results from discontinued operations by segment

The results from discontinued operations relate solely to the Genetics operating segment.

6. Exceptional items from continuing operations – restructuring/acquisition and disposal related items

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

All figures in £000's Q3 2024
(unaudited)
Q3 2023
(unaudited)
YTD Q3
2024
(unaudited)
YTD Q3
2023
(unaudited)
FY 2023
(audited)
Acquisition related items - 579 - 579 652
Exceptional restructuring costs 1,957 152 4,612 2,825 3,470
Disposal related items 629 (201) 452 (186) (218)
Total exceptional items 2,586 530 5,065 3,218 3,904

In Q3 2023, YTD Q3 2023 and FY 2023 acquisition related items comprise fees incurred in the year in connection with an aborted acquisition.

Exceptional restructuring costs include £1.2m in the quarter (Q3 2023 £nil) and £3.0m YTD (YTD 2023: £nil) relating to the formal review of the Company's strategic options and the potential sale. Other restructuring costs include £0.8m for the quarter (Q3 2023: £0.1m) and £1.6m YTD (YTD 2023 £0.2m, FY 2023 £0.9m). In addition to this in FY 23 there were £2.6m (Q3 2023: £0.1m, YTD 2023: £2.6m) of legal and professional costs in relation to preparing for listing the Group on the Oslo stock exchange.

Disposal related items in the quarter relate to uninsured culling of broodstock and clean-up costs of £0.6m. Additionally, there was a gain of £0.2m in the YTD for the sale of equipment in relation to a business disposed of in prior years. In FY 2023 there was a credit of £0.2m for additional contingent consideration received and receivable relating to the disposal of a business from 2020, which was slightly offset by other disposal related costs.

7. Net finance costs from continuing operations

All figures in £000's Q3 2024
(unaudited)
Q3 2023
Restated
(unaudited)
YTD Q3 2024
(unaudited)
YTD Q3 2023
Restated
(unaudited)
FY 2023
(audited)
Interest received on bank deposits 65 155 351 472 627
Foreign exchange gains on financing activities - 158 - 158 158
Foreign exchange gains on operating activities 547 1,363 1,554 6,409 4,709
Cash flow hedges - reclassified from OCI - 273 - 565 -
Cash flow hedges - ineffective portion of changes in fair
value
- 798 - 3,158 2,176
Finance income 612 2,746 1,905 10,762 7,670
Leases (interest portion) (385) (381) (1,075) (1,235) (1,620)
Foreign exchange losses on operating activities (620) (175) (666) (6,034) (4,547)
Interest expense on financial liabilities measured at
amortised cost
(2,531) (2,416) (7,236) (5,911) (8,881)
Finance costs (3,536) (2,972) (8,977) (13,180) (15,048)
Net finance costs recognised in profit or loss (2,924) (226) (7,072) (2,418) (7,378)

8. Taxation

All figures in £000's Q3 2024
(unaudited)
Q3 2023
(unaudited)
YTD Q3
2024
(unaudited)
YTD Q3
2023
(unaudited)
FY 2023
(audited)
Analysis of charge in period
Current tax:
Current income tax expense on profits for the period 1,617 823 4,243 3,658 6,178
Adjustment in respect of prior periods - - - - (880)
Total current tax charge 1,617 823 4,243 3,658 5,298
Deferred tax:
Origination and reversal of temporary differences (1,088) (899) (2,804) (2,251) (1,933)
Total deferred tax charge/(credit) (1,088) (899) (2,804) (2,251) (1,933)
- -
Total tax charge 529 (76) 1,439 1,407 3,365

9. Loss per share

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

YTD Q3
Q3 2023 YTD Q3 2023
Q3 2024 Restated 2024 Restated FY 2023
(unaudited) (unaudited) (unaudited) (unaudited) (audited)
Loss attributable to equity holders of the parent (£000)
Continuing operations (9,913) (4,322) (18,861) (7,593) (17,641)
Discontinued operations - (438) - (1,170) (5,505)
Total (9,913) (4,760) (18,861) (8,763) (23,146)
Weighted average number of shares in issue (thousands) 739,708 739,300 739,507 729,437 731,935
Basic loss per share (pence)
Continuing operations (1.34) (0.58) (2.55) (1.04) (2.41)
Discontinued operations - (0.06) - (0.16) (0.75)
Total (1.34) (0.64) (2.55) (1.20) (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 13,716,299 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 and 30 June 2023: 5,988,043). These potential ordinary shares could dilute earnings/loss per share in the future.

10. Assets held for sale

During 2022, management committed to sell certain property, plant and equipment held within the Health business area. The property concerned was longer required by the business and the decision was made to sell. The market value of the property fell during the period and a further impairment charge of £200,000 was incurred to write the asset down to its current market value of £300,000 (30 September 2023: £850,000). The property was sold for £300,000 on 28 March 2024.

There were no liabilities directly associated with the assets held for sale.

Assets held for sale YTD Q3 2024 YTD Q3 2023 FY 2023
All figures in £000's (unaudited) (unaudited) (audited)
Property, plant and equipment - 850 850
Total Assets held for sale - 850 850

11. Loans and borrowings

YTD Q2 YTD Q3
2024 2023 FY 2023
All figures in £000's (unaudited) (unaudited) (audited)
Non-Current
2025 750m NOK Loan notes 55,706 53,382 57,604
Bank borrowings 14,642 15,746 16,799
Unamortised debt issue costs (111) - (742)
Lease liabilities 6,245 8,832 8,293
76,482 77,960 81,954
Current
Bank borrowings 11,779 9,439 9,320
Unamortised debt issue costs (1,093) - (842)
Lease liabilities 4,885 12,318 11,567
15,571 21,757 20,045
Total loans and borrowings 92,053 99,717 101,999

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.

The Group has a secured GBP 20m RCF provided by DNB Bank ASA, maturing on 27 June 2025. This facility was extended on the same terms in March 2024 by GBP 7.5m, to a total facility of GBP 27.5m, with the GBP 7.5m extension maturing on 27 March 2025. The margin on this combined 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. As at 30 June 2024 there was £17.25m undrawn.

Additionally, Benchmark Genetics Salten AS had the following loans (which are ring-fenced debt without recourse to the remainder of the Group) at 30 June 2024:

• term loan with Nordea Bank with a balance of NOK 160.5m, which has a maturity date of five years ending 15 January 2028 and an interest rate of 2.5% above three-month NIBOR.

• twelve month working capital facility of NOK 20.0m provided by Nordea Bank Norge Abp. This was undrawn at 30 June 2024

• term loan with a balance of NOK 32.1m provided by Innovasjon Norge. The loan is a 12-and-a-half year term loan maturing in March 2031. The interest rate on this loan at 30 June 2024 was 6.7%

• an additional 15-year term loan with a balance of NOK 9.5m provided by Innovasjon Norge and maturing in July 2038. The interest rate on this loan at 30 June 2024 was 6.7%

• a loan of NOK 15.5m provided by the minority shareholder Salten Stamfisk AS. The loan attracts interest at 2.5% above threemonth NIBOR and is repayable on maturity of the Nordea loan above.

12. Share capital and additional paid-in share capital

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 739,352,390 739 37,428
Exercise of share options 426,253 1 62
Balance at 31 March 2024 739,778,643 740 37,490

13. Alternative performance measures and other metrics

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

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

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

Adjusted Operating Profit is operating 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.

Reconciliation of Adjusted Operating Profit/(loss) to Operating Profit/(loss)

Q3 2023 YTD Q3 2023
Q3 2024 Restated YTD Q3 2024 Restated FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Revenue 30,689 34,224 110,913 132,883 169,476
Cost of sales (15,071) (16,715) (56,047) (66,052) (82,726)
Gross profit 15,618 17,509 54,866 66,831 86,750
Research and development costs (1,409) (1,493) (4,468) (4,478) (6,069)
Other operating costs (9,879) (10,521) (30,231) (34,292) (45,157)
Depreciation and impairment (4,284) (4,626) (13,851) (13,640) (18,409)
Amortisation of capitalised development
costs (604) (606) (1,815) (1,833) (2,437)
Share of profit/(loss) of equity accounted 185 (55) 1,170 1 (32)
investees net of tax
Adjusted operating (loss)/profit (373) 208 5,671 12,589 14,646
Exceptional - restructuring, acquisition and
disposal related items (2,586) (530) (5,065) (3,218) (3,904)
Amortisation and impairment of intangible
assets excluding development costs (3,536) (3,712) (10,814) (12,397) (16,058)
Operating loss (6,495) (4,034) (10,208) (3,026) (5,316)

13. Alternative performance measures and other metrics (continued)

Reconciliation of Loss Before Taxation to Adjusted Profit Before Tax

Q3 2023 YTD Q3 2023
Q3 2024 Restated YTD Q3 2024 Restated FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Loss before taxation (9,419) (4,260) (17,280) (5,444) (12,694)
Exceptional - restructuring, acquisition and
disposal related items
2,586 530 5,065 3,218 3,904
Amortisation and impairment of intangible
assets excluding development costs
3,536 3,712 10,814 12,397 16,058
Adjusted (loss)profit before tax (3,297) (18) (1,401) 10,171 7,268

Other Metrics

Q3 2024 Q3 2023
Restated
YTD Q3 2024 YTD Q3 2023
Restated
FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Total R&D Investment
Research and development costs
- Continuing operations 1,409 1,493 4,468 4,478 6,069
- Discontinued operations - 3 - 16 59
Internal capitalised development costs 56 183 150 380 632
Total R&D investment 1,465 1,679 4,618 4,874 6,760
Q3 2023 YTD Q3 2023
Q3 2024 Restated YTD Q3 2024 Restated FY 2023
All figures in £000's (unaudited) (unaudited) (unaudited) (unaudited) (audited)
Adjusted EBITDA excluding fair value movement
in biological assets
Adjusted EBITDA 4,515 5,440 21,337 28,062 35,492
Exclude fair value movement 73 (1,457) 580 (1,704) 103
Adjusted EBITDA excluding fair value movement
in biological assets 4,588 3,983 21,917 26,358 35,595

Liquidity

A key financial covenant is a minimum liquidity of £10m, defined as cash plus undrawn facilities.

30 June 2024 30 June 2023 FY 2023
All figures in £000's (unaudited) (unaudited) (audited)
Cash and cash equivalents 16,984 32,858 36,525
Undrawn bank facility 17,250 12,250 12,250
Total liquidity 34,234 45,108 48,775

The undrawn bank facility relates to the RCF facility. At 30 June 2024, £10.25m of the RCF was drawn (30 June 2023: £7.75m, 30 September 2023: £7.75m), leaving £17.25m undrawn (30 June 2023: £12.25m, 30 September 2023: £12.25m).

14. Net debt

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

30 September
30 June 2024 30 June 2023 2023
All figures in £000's (unaudited) (unaudited) (audited)
Cash and cash equivalents 16,984 32,858 36,525
Loans and borrowings (excluding lease liabilities) – current (10,686) (9,439) (8,478)
Loans and borrowings (excluding lease liabilities) – non-current (70,237) (69,128) (73,661)
Net debt excluding lease liabilities (63,939) (45,709) (45,614)
Lease liabilities – current (4,885) (12,318) (11,567)
Lease liabilities – non-current (6,245) (8,832) (8,293)
Net debt (75,069) (66,859) (65,474)

15. Post Balance sheet event

After the period end in July 2024, the decision was made to restructure the Health business area. The restructuring exercise will reduce operating expenditure in the business area by streamlining resource to focus on the Salmosan and Purisan business whilst discussions with customers about investing in the new operating models continue. The technical capability to roll out the CleanTreat® infrastructure onto customer owned platforms upon getting customer commitment is being retained.

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