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REG - Benchmark Hlgs PLC - Q4 Results

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RNS Number : 8023T  Benchmark Holdings PLC  29 November 2021

29 November 2021

 

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")

Q4 Results

(3 months ended 30 September 2021)

 

In compliance with the terms of the Company's senior secured bond which
requires it to publish quarterly financial information, Benchmark, the
aquaculture biotechnology business, announces its unaudited results for the 3
months ended 30 September 2021 (the "period"). All Q4FY21 and Q4FY20 figures
quoted in this announcement are based on unaudited
accounts.

 

This morning the Company published its full year audited results for the 12
months ended 30 September 2020 which can be found
on https://www.benchmarkplc.com/investors
(https://www.benchmarkplc.com/investors)

 

 

Highlights - strong performance

·    Revenues £37.3m, 48% ahead of the prior year (+51% CER) (continuing
operations) with strong performance across all business areas:

o  Genetics - revenues 35% above Q4 2020 (+34% CER) driven by higher sales of
salmon eggs and harvest income

o  Advanced Nutrition - revenues 41% above the prior year (+49% CER)
continuing its strong performance

o  Health revenues - +207% Q4 2020 (+215% CER) benefitting from first sales
of Ectosan(â) Vet and CleanTreat(â)

·    Adjusted EBITDA of £7.1m, 51% ahead driven by higher sales partially
offset by higher costs and R&D expenses as activities normalise post
Covid-19

·    Cash of £40.2m and Liquidity of c £51.4m (cash and available
facility) as at 26 November 2021

 

 £m                                                         Q4 FY21  Q4 FY20  % AER  % CER(**)  FY21          FY20

                                                                                                (full year)
 Revenue from continuing operations                         37.3     25.2     48%    51%        125.1         105.6
 Adjusted
 Adjusted EBITDA(1) from continuing operations              7.1      4.7      51%    55%        19.4          14.5
 Adj. EBITDA excluding biological asset movements           6.1      3.1      97%    98%        16.1          11.2
 Adjusted Operating Profit(2)                               3.5      2.7      30%    35%        10.8          7.9
 Statutory
 Operating profit/(loss)                                    0.5      (2.8)                      (5.4)         (10.9)
 Loss before tax from continuing operations                 (3.2)    (2.9)                      (9.2)         (22.6)
 Loss for the Period - total incl. discontinued operations  (5.7)    (8.8)                      (11.6)        (31.9)
 Basic loss per share (p)                                   (0.91)   (1.43)                     (1.93)        (5.26)
 Net debt(3)                                                (80.9)   (37.6)                     (80.9)        (37.6)
 Net debt excluding lease liabilities                       (56.9)   (27.1)                     (56.9)        (27.1)

 

**  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

Business Area Summary (Continuing operations)

 £m                                                              Q4 FY21  Q4 FY20  % AER  % CER(**)  FY21          FY20

                                                                                                     (full year)
 Revenue
 Advanced Nutrition                                              17.1     12.1     41%    49%        70.5          59.4
 Genetics                                                        15.9     11.8     35%    34%        46.8          41.5
 Health                                                          4.3      1.4      207%   215%       7.8           5.2
 Adjusted EBITDA(1)
 Advanced Nutrition                                              3.6      0.2      1700%  1781%      13.8          6.4
 Genetics                                                        3.3      4.6      -28%   -33%       11.5          14.4
 -       Net of fair value movements in biological assets        2.3      3.0      -23%   -33%       8.1           11.2
 Health                                                          1.1      0.2      450%   633%       (2.7)         (3.7)

 

**  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.

Operational highlights

·    First Ectosan® Vet and CleanTreat® sea lice treatments delivered
showing excellent efficacy

·    CleanTreat® received the highest level of recognition for
environmental protection and sustainability by the Aquaculture Stewardship
Council

·    Ectosan® Vet patent grant approved giving 20 year protection

·    First SPR shrimp stocked at new JV multiplication centre in Thailand

·    Post period end, entered long-term strategic cooperation with Regal
Springs, the world's No.1 Premium Tilapia company to support its breeding
programmes for premium natural grown Tilapia

·    Post period end Advanced Nutrition launched Natura pRo and ExL, a new
feed protocol to substitute rotifers (live feed)

Market environment - positive outlook

·    Recovery in global shrimp markets with potential to bounce back to
pre-COVID-19 levels

·    Stable salmon markets; demand growth continues to exceed global
supply

·    The seabass and seabream market have substantially recovered

Current trading and outlook

·    Trading in line with FY22 expectations

o  Consistency in performance continuing in Genetics and Advanced Nutrition

o  Health starts benefitting from Ectosan® Vet and CleanTreat® revenue
stream

·    Market environment

o  Salmon markets are solid with positive outlook for continuous growth

o  Global shrimp markets showing recovery

o  Sea bass and sea bream markets recovered and stable

 

Enquiries

 

 For further information, please contact:
 Benchmark Holdings plc                           Tel:  0114 240 9939
 Trond Williksen, CEO
 Septima Maguire, CFO
 Ivonne Cantu, Investor Relations

 Numis (Broker and NOMAD)                         Tel:  020 7260 1000
 James Black, Freddie Barnfield, Duncan Monteith

 MHP Communications                               Tel:  020 3128 8990 / 8742

Katie Hunt, Reg Hoare, Alistair de
Kare-Silver
               benchmark@mhpc.com (mailto:benchmark@mhpc.com)

 

 

About Benchmark

Benchmark's mission is to enable aquaculture producers to improve their
sustainability and profitability.

We bring together biology and technology to develop innovative products which
improve yield, quality and animal health and welfare for our customers. We do
this by improving the genetic make-up, health and nutrition of their stock -
from broodstock and hatchery through to nursery and grow out.

Benchmark has a broad portfolio of products and solutions, including salmon
eggs, live feed (artemia), diets and probiotics and sea lice treatments. Find
out more at www.benchmarkplc.com (http://www.benchmarkplc.com)

 

Management Report

 

The Group continued its good performance in Q4 2021. Our three business areas
delivered strong results, with strong revenue growth in Advanced Nutrition and
Genetics and Health benefitting from first sales of Ectosan(â) Vet and
CleanTreat(â).

 

Group revenues from continuing operations for the quarter at £37.3m were 48%
ahead of the prior year (+51% CER) reflecting good performance across all
business areas, adding to three quarters of strong performance. The continuing
good performance in Q4 highlights the momentum achieved through the
implementation of our strategic priorities framework, culture change and
renewed commercial focus. Our performance continued to benefit from a recovery
in the shrimp markets and stable salmon and sea bass and sea bream markets.

 

Operating costs in Q4 2021 were £10.2m, 48% above the prior year.  R&D
expenses were £1.8m, 38% up reflecting a return to normal activities and
spend after a pause during the COVID-19 pandemic.

 

Adjusted EBITDA from continuing operations for the quarter was £7.1m against
£4.7m in Q4 2020 as a result of higher revenues partially offset by an
increase in operating costs.  Loss before tax for the quarter of £3.2m
compared to the £2.9m for the same period in FY20.

 

We continued to make good progress in our strategic priorities achieving the
highest level of recognition for environmental protection and sustainability
by the Aquaculture Stewardship Council for our water purification system
CleanTreat(â), stocking of the first shrimp in our JV multiplication centre
in Thailand and through continued innovation in Advanced Nutrition with the
launch of a new feed protocol to substitute rotifers (live feed).

 

Advanced Nutrition

 

Advanced Nutrition performed strongly in the quarter with revenues of £17.1m
up 41% and growth across all product areas - Artemia, diets and health.
Artemia sales grew by (+£1.5m), Diets (+£2.6m) and Health (+£0.7m).
Increase in sales to EMEA (+£1.7m) Asia (+£2.5m), and Americas (+£0.8m).

 

The good performance is the result of a successful commercial programme and
continued recovering shrimp and seabass/seabream markets. Adjusted EBITDA in
Q4 2021 was £3.6m (Q4 2020: £0.2m). The increase in Adjusted EBITDA margin
reflects higher sales, as well as growth in diets (which have a higher margin)
and ongoing cost control.

 

By region, Asia and Europe performed strongly while the Americas remain
challenging partly because of the ongoing COVID-19 pandemic and logistical
difficulties.

 

Genetics

Genetics performed well in the period with revenues of £15.9m, 35% above the
prior year (Q4 2020: £11.8m) driven by higher sales of salmon eggs including
the first sales from our new facility in Chile and higher harvest revenues
reflecting the first full year of operation of our broodstock licence in
Salten where we sell surplus broodstock as harvested fish.

Adjusted EBITDA for Q4 2021 of £3.3m was 28% lower than prior year (Q4 2020:
£4.6m) as a result of an increase in operating costs and R&D expenses as
operations normalise post COVID-19, expenses associated with the ramp up of
operations in Chile and a lower fair value uplift in biological assets of
£1.0m, £0.6m lower than the same period in FY20 (Q4 2020: uplift £1.6m),
which together offset the increased margin from higher sales.

The biological asset increase of £0.7m in the quarter (Q4 2020: £2.7m) was
impacted by adverse foreign exchange movements of £0.4m (Q4 2020: adverse
£0.9m) and includes a lower fair value increase than in Q4 2020 as noted
above.

By species, salmon performed well, and we continued to win new contracts for
future delivery in the emerging land-based segment where we have established a
leading position. The expansion of the incubation facility in Iceland is
progressing according to plan. In Chile, we continued our efforts to penetrate
the market in a disciplined manner, achieving first egg sales in the period.

In shrimp, test market sales of our SPR shrimp continued in the period and the
expansion of the Fellsmere facility in Florida is now complete. We are
planning a phased entry into the Asian markets ensuring that we have an
optimised product in each region. During Q4 we capitalised £0.6m of
development costs (YTD Q4 2021: £1.9m) and incurred operating costs of £0.5m
in this area (YTD Q4 2021: £1.4m).

In Tilapia, our focus is on achieving profitability by seeking new commercial
opportunities and establishing the optimal scale for a sustainably profitable
business. In Q4 2021 we commenced a capex project to significantly increase
the capacity of our Miami facility by installing heating to allow year-round
production. During the period we incurred £0.3m of operating costs in this
area (YTD Q4 2021: £0.9m).

 

Health

Revenues in Q4 FY21 from continuing operations of £4.3m were significantly
above the prior year (Q4 FY20 (restated): £1.4m) due to first sales from our
new Ectosan® Vet and CleanTreat® solution commencing in August. We also had
higher sales of Salmosan in Canada, Norway and the Faroes. Adjusted EBITDA
from continuing operations in Q4 2021 was a profit of £1.1m (Q4 2020: profit
of £ 0.2m) reflecting the higher revenues.

Operating costs associated with Ectosan® Vet and CleanTreat® were £0.1m,
and capex investment in CleanTreat® was £1.2m in the quarter.

Ectosan(â) Vet has performed as expected with efficacy above 99%.
CleanTreat(â) has performed above expectations on its operational efficiency.
During the period CleanTreat® received the highest level of recognition for
environmental protection and sustainability by the Aquaculture Stewardship
Council (ASC), the world's leading certification scheme for farmed
aquaculture.

Post period end the Ectosan® Vet patent grant was approved giving 20 year
protection.

 

Finance costs, cashflow and net debt

 

Net finance cost for the quarter of £3.7m is significantly higher than the
prior year (Q4 2020: £0.2m). Interest charge (including interest expense on
right-of-use assets) of £2.2m (Q4 2020: £2.0m) was slightly higher due to
£0.2m increase in interest on right-of-use assets. Q4 2021 had forex losses
of £1.2m (Q4 2020: £1.0m gain) and an adverse movement on the fair value of
the financial instrument used to hedge the currency and interest risk on the
NOK bond financing of £0.3m (Q4 2020: £0.8 gain).

 

Net debt at the quarter end was £80.9m (30 June 2021: £54.7m; 30 Sept 2020:
£37.6m) and Net debt excluding lease liabilities was £56.9m (30 June 2021:
£45.3m; 30 Sept 2020: £27.1m). This is a result of a net cash flow generated
from operating activities of £5.8m and capex and capitalised development
costs of £23.1m in the year.

 

We have maintained financial discipline across the Group. Our priority is to
retain strength in our balance sheet to keep momentum and support the
execution of our growth opportunities.  Liquidity at the end of the period
was £50.6m providing £40.6m of headroom against our minimum liquidity
covenant.

 

Outlook

 

The Group is performing in line with market expectations for the full year,
with consistency in performance continuing in Genetics and Advanced Nutrition
and Health starting to benefit from Ectosan® Vet and CleanTreat® revenue
stream. Conditions in our markets are good with solid salmon markets and the
shrimp market showing recovery.

 

Benchmark Holdings plc

 

Consolidated Statement of Comprehensive Income for the period ended 30
September 2021

 

 All figures in £000's                                             Notes  Q4 2021       Q4 2020       FY 2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Revenue                                                           4      37,261        25,239        125,062            105,565
 Cost of sales                                                            (17,831)      (12,317)      (59,477)           (50,603)
 Gross profit                                                             19,430        12,922        65,585             54,962
 Research and development costs                                           (1,838)       (1,307)       (7,010)            (7,282)
 Other operating costs                                                    (10,195)      (6,909)       (38,221)           (33,337)
 Share of profit/(loss) of equity-accounted investees, net of tax         (299)         (55)          (905)              150
 Adjusted EBITDA²                                                         7,098         4,651         19,449             14,493
 Exceptional - restructuring/acquisition-related items             6      871           (1,356)       (184)              (2,114)
 EBITDA¹                                                                  7,969         3,295         19,265             12,379
 Depreciation and impairment                                              (3,309)       (1,984)       (8,359)            (6,640)
 Amortisation and impairment                                              (4,174)       (4,108)       (16,283)           (16,613)
 Operating profit/(loss)                                                  486           (2,797)       (5,377)            (10,874)
 Finance cost                                                             (3,771)       (1,934)       (7,987)            (12,779)
 Finance income                                                           40            1,782         4,185              1,082
 Loss before taxation                                                     (3,245)       (2,949)       (9,179)            (22,571)
 Tax on loss                                                       7      (2,455)       (426)         (2,397)            (204)
 Loss from continuing operations                                          (5,700)       (3,375)       (11,576)           (22,775)
 Discontinued operations
 Loss from discontinued operations, net of tax                     5      -             (5,379)       -                  (9,174)
                                                                          (5,700)       (8,754)       (11,576)           (31,949)
 Loss for the period attributable to:
 - Owners of the parent                                                   (6,101)       (9,541)       (12,891)           (32,923)
 - Non-controlling interest                                               401           787           1,315              974
                                                                          (5,700)       (8,754)       (11,576)           (31,949)

 Earnings per share
 Basic loss per share (pence)                                      8      (0.91)        (1.43)        (1.93)             (5.26)
 Diluted loss per share (pence)                                    8      (0.91)        (1.43)        (1.93)             (5.26)
 Earnings per share - continuing operations
 Basic loss per share (pence)                                      8      (0.91)        (0.62)        (1.93)             (3.80)
 Diluted loss per share (pence)                                    8      (0.91)        (0.62)        (1.93)             (3.80)

 All figures in £000's                                                    £000          £000          £000               £000
 Adjusted EBITDA from continuing operations                               7,098         4,651         19,449             14,493
 Adjusted EBITDA from discontinued operations                      5      -             (2,452)       -                  (8,726)
 Total Adjusted EBITDA                                                    7,098         2,199         19,449             5,767

 

1 EBITDA - Earnings/loss before interest, tax, depreciation, amortisation and
impairment

2 Adjusted EBITDA - EBITDA before exceptional and acquisition related items

 

 

 All figures in £000's                                                      Q4 2021       Q4 2020       FY 2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)

 Loss for the period                                                        (5,700)       (8,754)       (11,576)           (31,949)
 Other comprehensive income
 Items that are or may be reclassified subsequently to profit or loss
 Foreign exchange translation differences                                   4,113         (11,858)      (9,929)            (20,327)
 Cash flow hedges - changes in fair value                                   760           (1,029)       3,054              (5,932)
 Cash flow hedges - reclassified to profit or loss                          164           10            709                (153)
 Total comprehensive income for the period                                  (663)         (21,631)      (17,742)           (58,361)

 Total comprehensive income for the period attributable to:
 - Owners of the parent                                                     (1,026)       (22,250)      (19,329)           (58,532)
 - Non-controlling interest                                                 363           619           1,587              171
                                                                            (663)         (21,631)      (17,742)           (58,361)

 Total comprehensive income for the period attributable to owners of the
 parent:
 - Continuing operations                                                    (1,026)       (17,099)      (19,329)           (50,604)
 - Discontinued operations                                                  -             (5,151)       -                  (7,928)
                                                                            (1,026)       (22,250)      (19,329)           (58,532)

 

 

Benchmark Holdings plc

 

Consolidated Balance Sheet as at 30 September 2021

                                                                          30 September 2021  30 September 2020
 All figures in £000's                                             Notes  (unaudited)        (audited)
 Assets
 Property, plant and equipment                                            78,780             65,601
 Right-of-use assets                                                      25,531             10,347
 Intangible assets                                                        229,040            247,003
 Equity-accounted investees                                               3,354              3,690
 Other investments                                                        15                 23
 Biological and agricultural assets                                       21,244             16,621
 Non-current assets                                                       357,964            343,285
 Inventories                                                              20,947             18,926
 Biological and agricultural assets                                       17,121             15,848
 Trade and other receivables                                              46,498             39,371
 Cash and cash equivalents                                                39,460             71,605
 Current assets                                                           124,026            145,750
 Total assets                                                             481,990            489,035
 Liabilities
 Trade and other payables                                                 (46,668)           (45,692)
 Loans and borrowings                                              9      (10,654)           (5,339)
 Corporation tax liability                                                (5,634)            (4,344)
 Provisions                                                               (563)              -
 Current liabilities                                                      (63,519)           (55,375)
 Loans and borrowings                                              9      (109,737)          (103,819)
 Other payables                                                           (911)              (1,754)
 Deferred tax                                                             (28,224)           (32,647)
 Non-current liabilities                                                  (138,872)          (138,220)
 Total liabilities                                                        (202,391)          (193,595)
 Net assets                                                               279,599            295,440
 Issued capital and reserves attributable to owners of the parent
 Share capital                                                     10     670                668
 Additional paid-in share capital                                  10     400,682            399,601
 Capital redemption reserve                                               5                  5
 Retained earnings                                                        (154,231)          (142,170)
 Hedging reserve                                                          (5,876)            (9,651)
 Foreign exchange reserve                                                 30,465             40,678
 Equity attributable to owners of the parent                              271,715            289,131
 Non-controlling interest                                                 7,884              6,309
 Total equity and reserves                                                279,599            295,440

 

The accompanying notes are an integral part of this consolidated financial
information.

 

 

Benchmark Holdings plc

 

Consolidated Statement of Changes in Equity for the period ended 30 September
2021

 

                                                      Share     Additional paid-in share capital    Other       Hedging      Retained     Total attributable       Non-          Total

capital
reserves*
reserve
 earnings
 to equity holders of
controlling
equity

parent
interest
                                                      £000      £000                                £000        £000         £000         £000                     £000          £000
 As at 1 October 2019 (audited)                      559       358,044                             60,207      (3,566)      (110,916)    304,328                  6,138         310,466
 Comprehensive income for the period
 (Loss)/profit for the period                        -         -                                   -           -            (32,923)     (32,923)                 974           (31,949)
 Other comprehensive income                          -         -                                   (19,524)    (6,085)      -            (25,609)                 (803)         (26,412)
 Total comprehensive income for the period           -         -                                   (19,524)    (6,085)      (32,923)     (58,532)                 171           (58,361)
 Contributions by and distributions to owners
 Share issue                                         109       42,869                              -           -            -            42,978                   -             42,978
 Share issue costs recognised through equity         -         (1,312)                             -           -            -            (1,312)                  -             (1,312)
 Share-based payment                                 -         -                                   -           -            1,669        1,669                    -             1,669
 Total contributions by and distributions to owners  109       41,557                              -           -            1,669        43,335                   -             43,335
 Total transactions with owners of the Company       109       41,557                              -           -            1,669        43,335                   -             43,335
 As at 30 September 2020 (audited)                   668       399,601                             40,683      (9,651)      (142,170)    289,131                  6,309         295,440
 Comprehensive income for the period
 (Loss)/profit for the period                        -         -                                   -           -            (12,891)     (12,891)                 1,315         (11,576)
 Other comprehensive income                          -         -                                   (10,213)    3,775        -            (6,438)                  272           (6,166)
 Total comprehensive income for the period           -         -                                   (10,213)    3,775        (12,891)     (19,329)                 1,587         (17,742)
 Contributions by and distributions to owners
 Share issue                                         2         1,081                               -           -            -            1,083                    -             1,083
 Share-based payment                                 -         -                                   -           -            830          830                      -             830
 Total contributions by and distributions to owners  2         1,081                               -           -            830          1,913                    -             1,913
 Changes in ownership
 Acquisition of NCI without a change in control      -         -                                   -           -            -            -                        (12)          (12)
 Total changes in ownership interests                -         -                                   -           -            -            -                        (12)          (12)
 Total transactions with owners of the Company       2         1,081                               -           -            830          1,913                    (12)          1,901
 As at 30 September 2021 (audited)                   670       400,682                             30,470      (5,876)      (154,231)    271,715                  7,884         279,599

*Other reserves in this statement is an aggregation of Capital redemption
reserve and Foreign exchange reserve.

 

 

Benchmark Holdings plc

 

Consolidated Statement of Cash Flows for the year ended 30 September 2021

                                                                   FY 2021 (audited)  FY 2020

(audited)
                                                                   £000               £000
 Cash flows from operating activities
 Loss for the year                                                 (11,576)           (31,949)
 Adjustments for:
 Depreciation and impairment of property, plant and equipment      5,017              6,995
 Depreciation and impairment of right-of-use assets                3,342              2,143
 Amortisation and impairment of intangible fixed assets            16,283             19,402
 Loss on sale of property, plant and equipment                     46                 (1,140)
 Gain on sale of subsidiaries                                      -                  (14,120)
 Finance income                                                    (1,442)            (111)
 Finance costs                                                     7,987              9,695
 Other adjustments for non-cash items                              -                  200
 Share of (loss)/profit of equity-accounted investees, net of tax  905                (150)
 Foreign exchange gains                                            (1,800)            (132)
 Share-based payment expense                                       830                1,669
 Tax credit                                                        2,397              314
                                                                   21,989             (7,184)
 (Increase)/decrease in trade and other receivables                (8,178)            4,202
 (Increase)/decrease in inventories                                (3,554)            3,741
 Increase in biological and agricultural assets                    (5,427)            (7,474)
 Increase in trade and other payables                              5,547              5,006
 Decrease in provisions                                            -                  (260)
                                                                   10,377             (1,969)
 Income taxes paid                                                 (4,587)            (2,087)
 Net cash flows generated from/(used in) operating activities      5,790              (4,056)
 Investing activities
 Proceeds from sale of subsidiaries, net of cash disposed of       -                  17,487
 Purchase of investments                                           (578)              (522)
 Receipts from disposal of investments                             9                  6,932
 Purchases of property, plant and equipment                        (17,683)           (5,851)
 Proceeds from sales of intangible assets                          -                  261
 Purchase of intangibles                                           (5,038)            (5,563)
 Purchase of held for sale assets                                  -                  (402)
 Proceeds from sale of fixed assets                                112                16,147
 Proceeds from sales of other long-term assets                     -                  1,776
 Interest received                                                 88                 111
 Net cash flows (used in)/generated from investing activities      (23,090)           30,376
 Financing activities
 Proceeds of share issues                                          750                42,978
 Share-issue costs recognised through equity                       -                  (1,312)
 Acquisition of NCI                                                (12)               -
 Proceeds from bank or other borrowings                            -                  8,387
 Repayment of bank or other borrowings                             (3,106)            (10,141)
 Interest and finance charges paid                                 (7,699)            (7,659)
 Repayments of lease liabilities                                   (4,602)            (2,120)
 Net cash flows (used in)/generated from financing activities      (14,669)           30,133
 Net (decrease)/increase in cash and cash equivalents              (31,969)           56,453
 Cash and cash equivalents at beginning of period                  71,605             16,051
 Effect of movements in exchange rate                              (176)              (899)
 Cash and cash equivalents at end of period                        39,460             71,605

 

 

The Consolidated Statement of Cash Flows presents cash flows from both
Continuing and Discontinued operations in the comparatives. There were no
Discontinued operations in the current period.

 

1.     Basis of preparation

 

Benchmark Holdings plc (the 'Company') is a company incorporated domiciled in
the United Kingdom. These consolidated interim financial statements as at and
for the three months and year ended 30 September 2021 represent those of the
Company and its subsidiaries (together referred to as the 'Group').

 

These interim financial statements have been prepared in accordance with IAS
34 Interim Financial Reporting and should be read in conjunction with the
Group's consolidated financial statements as at and for the year ended 30
September 2021. They do not include all of 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. Statutory accounts for the year ended 30 September 2021 were
approved by the Directors on 29 November 2021 and will be delivered to the
Registrar of Companies to the Registrar of Companies after the AGM on 10
February 2022. The audit report received on those accounts was (i)
unqualified, (ii) contained a material uncertainty in respect of going concern
to which the auditor drew attention by way of emphasis without modifying their
report and (iii) did not contain a statement under section 498(2) or (3) of
the Companies Act 2006.

 

Going concern

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

 

As at 30 September 2021 the Group had net assets of £279.6m (2020: £295.4m),
including cash of £39.5m (2020: £71.6m) as set out in the Consolidated
Balance Sheet. The Group made a loss for the year of £11.6m (2020: £31.9m).

 

As noted in the Strategic Report, we have seen some recovery in our end
markets as the COVID-19 vaccine programmes across the world were rolled out in
key markets and the hospitality sector reopened. The ultimate lasting impact
of the pandemic on industry, the economy, Benchmark's markets and its
businesses remains to some extent uncertain, but strong performance in the
year has been positive and has given cause for optimism. The Directors
recognise that full recovery could take time and remain cautious of the
possibility of a return of restrictions while a return following the pandemic
is managed across the globe. Available market analysis continues to be
monitored to ensure appropriate mitigating actions can be taken as necessary.

 

The uncertainty relating to any lasting impact on the Group of the pandemic
continues to be considered as part of the Directors' assessment of the going
concern assumption, and positive preventative measures implemented by the
Directors at an early stage in response to the pandemic continue to be in
force where necessary. The Directors have reviewed forecasts and cash flow
projections covering the period to September 2023 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 scenario analysis performed, the Directors
considered severe but plausible impacts of COVID-19 on the Group's trading and
cash flow forecasts, modelling reductions in the revenues and cash flows in
Advanced Nutrition, being the segment most impacted by COVID-19 because of its
exposure to global shrimp markets, alongside modelling slower ramp up of the
commercialisation of Benchmark's new sea lice treatment in the Health business
area. Other key downside sensitivities modelled included assumptions on slower
than expected recovery in global shrimp markets (affecting demand for Advanced
Nutrition products), and slower commercialisation of SPR shrimp. As noted in
the Strategic Report, the Directors have observed recovery in the shrimp
markets in the strong performance of the Advanced Nutrition business during
the year. Nevertheless, mitigating measures within the control of management
were implemented early in the pandemic and a number of these remain in place
and have been factored into the downside analysis performed. These measures
include reductions in areas of discretionary spend, deferral of capital
projects and temporary hold on R&D for non-imminent products.

 

It is difficult to predict the overall outcome and impact of the pandemic, but
under all of the above scenario analysis, the Group has sufficient liquidity
and resources throughout the period under review whilst still maintaining
adequate headroom against the borrowing covenants.  However, it should be
noted that the Group's main borrowing facilities are set to expire within the
next 19 months - the $15m RCF is set to expire in December 2022, and the NOK
850m bond is due to expire in June 2023.  The cashflow forecasts reviewed
rely on these borrowing facilities being in place. The Directors have
commenced a review of the capital structure including certain short term
actions and also longer term financing options, and are confident that these
facilities can be renewed or replaced before they expire, with trading going
well despite the headwinds of the pandemic and relationships with finance
providers strong.  Cash resources continue to remain strong with the group
managing discretionary spend closely as recovery from the pandemic progresses.

 

Based on their assessment, 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 in the next 19 months, the requirement to renew represents a material
uncertainty that may cast significant doubt on the Group's and Company's
ability to continue as a going concern and therefore to continue realising
their assets and discharging their liabilities in the normal

1.     Basis of preparation (continued)

 

course of business. The financial statements do not include any adjustments
that would result from the basis of preparation 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 2021.

 

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 defined by 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 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 (see note 11).
Furthermore, the Directors also refer to current period results using constant
currency, which are derived by retranslating current period results using
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 2021.

 

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 - following the divestment programme completed in the
previous year the segment now focuses on providing health products to the
global aquaculture market.

 

In addition to the above, reported as 'all other segments' is the Knowledge
Services business area, the operations of which were disposed of or
discontinued in the previous two years.

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)

 

  Segmental Revenue
  All figures in £000's     Q4 2021       Q4 2020       FY2021 (audited)    FY 2020

(unaudited)
(unaudited)
(audited)
   Genetics                15,932        11,833        46,797              41,504
   Advanced Nutrition      17,093        12,094        70,530              59,362
   Health                  4,269         1,371         7,832               10,799
   All other segments      -             382           -                   9,257
   Corporate               1,209         947           4,820               4,939
   Inter-segment sales     (1,242)       (989)         (4,917)             (5,469)
   Total                   37,261        25,638        125,062             120,392

 

  Segmental Adjusted EBITDA
  All figures in £000's        Q4 2021       Q4 2020       FY2021 (audited)    FY 2020

(unaudited)
(unaudited)
(audited)
   Genetics                   3,309         4,648         11,528              14,442
   Advanced Nutrition         3,644         181           13,802              6,266
   Health                     1,104         (2,353)       (2,685)             (12,886)
   All other segments         -             103           -                   244
   Corporate                  (959)         (380)         (3,196)             (2,299)
   Total                      7,098         2,199         19,449              5,767

 

Reconciliations of segmental information to IFRS measures

  All figures in £000's                       Q4 2021       Q4 2020       FY2021 (audited)    FY 2020

(unaudited)
(unaudited)
(audited)

 Total revenue per segmental information     37,261        25,638        125,062             120,392
 Less: revenue from discontinued operations  -             (399)         -                   (14,827)
 Consolidated revenue                        37,261        25,239        125,062             105,565

 

  Reconciliation of Reportable Segments Adjusted EBITDA to Loss before
 taxation from continuing operations
  All figures in £000's                                    Q4 2021       Q4 2020       FY2021 (audited)    FY 2020

(unaudited)
(unaudited)
(audited)
  Total reportable segment Adjusted EBITDA                8,057         2,476         22,645              7,822
  All other segments and Corporate Adjusted EBITDA        (959)         (277)         (3,196)             (2,055)
                                                          7,098         2,199         19,449              5,767
  Less: Adjusted EBITDA from discontinued operations      -             2,452         -                   8,726
  Adjusted EBITDA from continuing operations              7,098         4,651         19,449              14,493
  Exceptional - restructuring/acquisition-related items   871           (1,356)       (184)               (2,114)
  Depreciation and impairment                             (3,309)       (1,984)       (8,359)             (6,640)
  Amortisation and impairment                             (4,174)       (4,108)       (16,283)            (16,613)
  Net finance costs                                       (3,731)       (152)         (3,802)             (11,697)
  Loss before taxation from continuing operations         (3,245)       (2,949)       (9,179)             (22,571)

 

 

4.     Revenue

 

The Group's operations and main revenue streams are those described in its
financial statements to 30 September 2020. The Group's revenue is derived from
contracts with customers.

 

Disaggregation of revenue

 

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

 

Sale of goods and provision of services

 

                            3 months ended 30 September 2021 (unaudited)
 All figures in £000's       Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Sale of goods             14,925      17,077                2,593      -                     -            -                      34,595   -               34,595
  Provision of services     990         -                     1,676      -                     -            -                      2,666    -               2,666
  Inter-segment sales       17          16                    -          -                     1,209        (1,242)                -        -               -
                            15,932      17,093                4,269      -                     1,209        (1,242)                37,261   -               37,261

 

                            3 months ended 30 September 2020 (unaudited)
 All figures in £000's       Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Sale of goods             11,149      12,081                1,323      116                   -            -                      24,669   123             24,546
  Provision of services     646         -                     47         276                   -            -                      969      276             693
  Inter-segment sales       38          13                    1          (10)                  947          (989)                  -        -               -
                            11,833      12,094                1,371      382                   947          (989)                  25,638   399             25,239

 

                            12 months ended 30 September 2021 (unaudited)
 All figures in £000's       Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued      Continued
  Sale of goods             41,947      70,458                6,135      -                     -            -                      118,540  -                 118,540
  Provision of services     4,825       -                     1,697      -                     -            -                      6,522    -                 6,522
  Inter-segment sales       25          72                    -          -                     4,820        (4,917)                -        -                 -
                            46,797      70,530                7,832      -                     4,820        (4,917)                125,062  -                 125,062

 

                            12 months ended 30 September 2020 (audited)
 All figures in £000's       Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Sale of goods             37,555      59,301                6,529      547                   -            -                      103,932  2,551           101,381
  Provision of services     3,909       -                     3,846      8,683                 22           -                      16,460   12,276          4,184
  Inter-segment sales       40          61                    424        27                    4,917        (5,469)                -        -               -
                            41,504      59,362                10,799     9,257                 4,939        (5,469)                120,392  14,827          105,565

 

4.     Revenue (continued)

 

Sale of goods and provision of services (continued)

 

Primary geographical markets

 

                           3 months ended 30 September 2021 (unaudited)
 All figures in £000's      Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Norway                   10,526      135                   2,898      -                     -            -                      13,559   -               13,559
  UK                       276         20                    145        -                     -            -                      441      -               441
  Faroe Islands            1,171       2                     180        -                     -            -                      1,353    -               1,353
  Ecuador                  -           1,057                 -          -                     -            -                      1,057    -               1,057
  India                    -           3,029                 -          -                     -            -                      3,029    -               3,029
  Greece                   -           986                   -          -                     -            -                      986      -               986
  Singapore                -           1,954                 -          -                     -            -                      1,954    -               1,954
  Chile                    400         1                     296        -                     -            -                      697      -               697
  Turkey                   -           1,109                 -          -                     -            -                      1,109    -               1,109
  Rest of Europe           2,347       763                   -          -                     -            -                      3,110    -               3,110
  Rest of World            1,195       8,021                 750        -                     -            -                      9,966    -               9,966
  Inter-segment sales      17          16                    -          -                     1,209        (1,242)                -        -               -
                           15,932      17,093                4,269      -                     1,209        (1,242)                37,261   -               37,261

 

                           3 months ended 30 September 2020 (unaudited)
 All figures in £000's      Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Norway                   5,735       187                   180        -                     -            -                      6,102    -               6,102
  UK                       818         49                    42         354                   -            -                      1,263    356             907
  Faroe Islands            1,797       -                     80         -                     -            -                      1,877    -               1,877
  Ecuador                  -           1,410                 -          -                     -            -                      1,410    -               1,410
  India                    -           1,810                 -          -                     -            -                      1,810    -               1,810
  Greece                   -           641                   -          -                     -            -                      641      -               641
  Singapore                -           1,099                 -          -                     -            -                      1,099    -               1,099
  Chile                    95          5                     827        -                     -            -                      927      2               925
  Turkey                   -           402                   -          -                     -            -                      402      -               402
  Rest of Europe           2,098       684                   17         -                     -            -                      2,799    -               2,799
  Rest of World            1,252       5,794                 224        38                    -            -                      7,308    41              7,267
  Inter-segment sales      38          13                    1          (10)                  947          (989)                  -        -               -
                           11,833      12,094                1,371      382                   947          (989)                  25,638   399             25,239

 

 

4.     Revenue (continued)

 

Primary geographical markets (continued)

 

                           12 months ended 30 September 2021 (unaudited)
 All figures in £000's      Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Norway                   27,129      570                   3,689      -                     -            -                      31,388   -               31,388
  UK                       3,843       117                   622        -                     -            -                      4,582    -               4,582
  Faroe Islands            5,636       18                    348        -                     -            -                      6,002    -               6,002
  Ecuador                  -           4,066                 -          -                     -            -                      4,066    -               4,066
  India                    -           12,166                3          -                     -            -                      12,169   -               12,169
  Greece                   25          6,108                 -          -                     -            -                      6,133    -               6,133
  Singapore                -           7,544                 -          -                     -            -                      7,544    -               7,544
  Chile                    437         7                     2,335      -                     -            -                      2,779    -               2,779
  Turkey                   -           5,977                 -          -                     -            -                      5,977    -               5,977
  Rest of Europe           6,922       4,208                 26         -                     -            -                      11,156   -               11,156
  Rest of World            2,780       29,677                809        -                     -            -                      33,266   -               33,266
  Inter-segment sales      25          72                    -          -                     4,820        (4,917)                -        -               -
                           46,797      70,530                7,832      -                     4,820        (4,917)                125,062  -               125,062

 

                           12 months ended 30 September 2020 (audited)
 All figures in £000's      Genetics    Advanced Nutrition     Health    All other segments    Corporate    Inter-segment sales    Total    Discontinued    Continued
  Norway                   19,709      633                   1,608      -                     -            -                      21,950   1,145           20,805
  UK                       6,402       124                   1,951      6,149                 22           -                      14,648   7,506           7,142
  Faroe Islands            6,961       3                     114        -                     -            -                      7,078    -               7,078
  Ecuador                  -           6,822                 -          -                     -            -                      6,822    -               6,822
  India                    -           6,452                 6          -                     -            -                      6,458    3               6,455
  Greece                   61          5,666                 -          -                     -            -                      5,727    -               5,727
  Singapore                -           5,356                 7          -                     -            -                      5,363    7               5,356
  Chile                    119         21                    4,083      -                     -            -                      4,223    1,159           3,064
  Turkey                   -           3,236                 -          -                     -            -                      3,236    -               3,236
  Rest of Europe           5,421       4,554                 1,566      2,549                 -            -                      14,090   4,071           10,019
  Rest of World            2,791       26,434                1,040      532                   -            -                      30,797   936             29,861
  Inter-segment sales      40          61                    424        27                    4,917        (5,469)                -        -               -
                           41,504      59,362                10,799     9,257                 4,939        (5,469)                120,392  14,827          105,565

 

5.     Discontinued activities

 

In June 2019, the Group announced a programme of structural efficiencies which
focused on the disposal and discontinuation of non-core activities. This
programme primarily included the businesses within Knowledge Services
(reported within 'all other segments') and the veterinary services business
within Health. These operations were presented as discontinued, and the sales
of the disposal group were completed during the previous year and therefore
continue to be shown as discontinued. During Q1 of the prior year, as a
continuation of the above programme, a small non-core business within Advanced
Nutrition was put up for sale and sold and a business within the Corporate
category was closed.

 

During the prior year but after 30 June 2020, a restructuring of the Health
business area saw the closure of the research and development operations at
two sites, the sale of the Group's vaccine manufacturing facility and exit
from non-core vaccine development collaborations. Consequently, these
operations have been classified as discontinued with a corresponding
restatement of the consolidated income statement and consolidated statement of
comprehensive income for the quarter ended 30 June 2020 to reflect these
changes.

 

Results from discontinued operations

 All figures in £000's                Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Revenue                              -             399           -                 14,827
 Cost of sales                        -             (1,918)       -                 (13,000)
 Gross profit                         -             (1,519)       -                 1,827
 Research and development costs       -             (263)         -                 (2,725)
 Other operating costs                -             (670)         -                 (7,828)
 Adjusted EBITDA                      -             (2,452)       -                 (8,726)
 Exceptional items                    -             (34)          -                 5,086
 EBITDA                               -             (2,486)       -                 (3,640)
 Depreciation and impairment          -             (803)         -                 (2,498)
 Amortisation and impairment          -             (2,035)       -                 (2,789)
 Operating loss                       -             (5,324)       -                 (8,927)
 Finance costs                        -             (55)          -                 (137)
 Loss before taxation                 -             (5,379)       -                 (9,064)
 Tax on loss                          -             -             -                 (110)
 Loss from discontinued operations    -             (5,379)       -                 (9,174)

 

Results from discontinued operations by segment

                           Advanced Nutrition   Health       All other segments  Corporate     Total Discontinued
 All figures in £000's     Q4 2021             Q4 2021       Q4 2021             Q4 2021       Q4 2021

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
 Revenue                   -                   -             -                   -             -
 Adjusted EBITDA           -                   -             -                   -             -
 Operating loss            -                   -             -                   -             -
                           Advanced Nutrition   Health       All other segments  Corporate     Total Discontinued
 All figures in £000's     Q4 2020             Q4 2020       Q4 2020             Q4 2020       Q4 2020

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
 Revenue                   -                   8             391                 -             399
 Adjusted EBITDA           (25)                (2,516)       120                 (31)          (2,452)
 Operating loss            (25)                (4,379)       (889)               (31)          (5,324)

 

5.     Discontinued activities (continued)

 

Results from discontinued operations by segment (continued)

                            Advanced Nutrition   Health           All other segments  Corporate         Total Discontinued
 All figures in £000's      FY2021 (audited)    FY2021 (audited)  FY2021 (audited)    FY2021 (audited)  FY2021 (audited)
 Revenue                    -                   -                 -                   -                 -
 Adjusted EBITDA            -                   -                 -                   -                 -
 Operating loss             -                   -                 -                   -                 -
                            Advanced Nutrition   Health           All other segments  Corporate         Total Discontinued
 All figures in £000's      FY 2020             FY 2020           FY 2020             FY 2020           FY 2020

(audited)
(audited)
(audited)
(audited)
(audited)
 Revenue                    2                   5,573             9,230               22                14,827
 Adjusted EBITDA            (143)               (9,151)           749                 (181)             (8,726)
 Operating (loss)/profit    (394)               (11,914)          3,818               (437)             (8,927)

 

6.     Exceptional - restructuring/acquisition-related items

 

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

 All figures in £000's                             Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
  Acquisition related items                        (850)         586           (850)             586
  Exceptional restructuring and disposal items     110           770           480               1,528
  Cost in relation to disposals                    (131)         -             554               -
 Total exceptional items                           (871)         1,356         184               2,114

 

Acquisition related items are costs incurred in investigating and acquiring
new businesses. In Q4 2021 contingent consideration of £850,000 was released
in relation to the purchase of Benchmark Genetics (USA) Inc.

 

Exceptional restructuring and disposal items in Q4 2021 include £110,000 of
staff costs relating to the Board's decision to make significant changes to
the Group's management team and bring in new management.

 

Costs in relation to disposals include credits of £94,000 of legal fees,
£17,000 of lease costs, and £20,000 of other disposal items. These relate to
accrual releases relating to disposals that occurred in the prior year.

 

7.     Taxation

 

 All figures in £000's                                   Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Analysis of charge in period
 Current tax:
 Current income tax expense on profits for the period    2,716         506           5,383             3,141
 Adjustment in respect of prior periods                  502           836           502               836
 Total current tax charge                                3,218         1,342         5,885             3,977
 Deferred tax:
 Origination and reversal of temporary differences       (768)         (634)         (3,228)           (3,490)
 Deferred tax movements in respect of prior periods      5             (282)         (260)             (283)
 Total deferred tax credit                               (763)         (916)         (3,488)           (3,773)
 Total tax charge on continuing operations               2,455         426           2,397             204

 

8.     Loss per share

 

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

                                                            Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Loss attributable to equity holders of the parent (£000)
 Continuing operations                                      (6,101)       (4,162)       (12,891)          (23,749)
 Discontinued operations                                    -             (5,379)       -                 (9,174)
 Total                                                      (6,101)       (9,541)       (12,891)          (32,923)
 Weighted average number of shares in issue (thousands)     670,141       667,654       669,459           625,466
 Basic loss per share (pence)
 Continuing operations                                      (0.91)        (0.62)        (1.93)            (3.80)
 Discontinued operations                                    -             (0.82)        -                 (1.46)
 Total                                                      (0.91)        (1.43)        (1.93)            (5.26)

 

Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. This is done by calculating the number of shares that could
have been acquired at fair value (determined as the average market price of
the Company's shares for the period) based on the monetary value of the
subscription rights attached to outstanding share options and warrants. The
number of shares calculated above is compared with the number of shares that
would have been issued assuming the exercise of the share options and
warrants.

 

Therefore, the Company is required to adjust the earnings per share
calculation in relation to the share options that are in issue under the
Company's share-based incentive schemes, and outstanding warrants. However, as
any potential ordinary shares would be anti-dilutive due to losses being made
there is no difference between Basic loss per share and Diluted loss per share
for any of the periods being reported.

 

At 30 September 2021, a total of 4,615,712 potential ordinary shares have not
been included within the calculation of statutory diluted loss per share for
the period (30 September 2020: 1,426,663) as they are anti-dilutive. These
potential ordinary shares could dilute earnings/loss per share in the future.

 

9.     Loans and borrowings

 

The Group's borrowing facilities includes a USD 15m RCF provided by DNB Bank
ASA (50%) and HSBC UK Bank PLC (50%). At 30 September 2021 the whole facility
(USD 15m) was undrawn.

 

10.   Share capital and additional paid-in share capital

                                                                       Number       Share Capital  Additional

paid-in

share

 capital
 Allotted, called up and fully paid                                                 £000           £000
 Ordinary shares of 0.1 penny each
 Balance at 30 September 2020                                          667,685,612  668            399,601
 Exercise of share options                                             2,152,600    2              748
 Shares issued as contingent consideration for a previous acquisition  536,272      -              333
 Balance at 30 September 2021                                          670,374,484  670            400,682

 

During the period contingent consideration totalling USD 450,000 (£333,000)
became payable following the acquisition of aquaculture breeding programmes
centred on shrimp from Centro de Investigación de la Acuicultura de Colombia
Ceniacua on 11 August 2016. At the Group's discretion, the contingent
consideration was paid in ordinary shares in the Group and the Group therefore
issued 536,272 ordinary shares of 0.1p each on 13 January 2021 to settle this
liability.

During the period ended 30 September 2021, the Group issued a total of
2,152,600 shares of 0.1p each to certain employees of the Group relating to
share options, of which 426,182 were exercised at a price of 0.1 pence,
1,626,436 were exercised at a price of 42.5 pence and 99,982 were exercised at
a price of 58.5 pence.

 

11.   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, exceptional items and
acquisition related expenditure 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/Loss is operating loss before exceptional items
including acquisition related items and amortisation and impairment of
intangible assets excluding development costs as reconciled below.

Adjusted Profit/Loss Before Tax is earnings before tax, amortisation and
impairment of intangibles assets excluding development costs, exceptional
items and acquisition related expenditure 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.

 

11.   Alternative performance measures and other metrics (continued)

 

Reconciliation of adjusted operating profit to operating profit/(loss)

 

Continuing operations

 

 All figures in £000's                                                           Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Revenue                                                                         37,261        25,239        125,062           105,565
 Cost of sales                                                                   (17,831)      (12,317)      (59,477)          (50,603)
 Gross profit                                                                    19,430        12,922        65,585            54,962
 Research and development costs                                                  (1,838)       (1,307)       (7,010)           (7,282)
 Other operating costs                                                           (10,195)      (6,909)       (38,221)          (33,337)
 Depreciation and impairment                                                     (3,309)       (1,984)       (8,359)           (6,640)
 Amortisation of capitalised development costs                                   (299)         -             (299)             -
 Share of (loss)/profit of equity accounted investees net of tax                 (299)         (55)          (905)             150
 Adjusted operating profit                                                       3,490         2,667         10,791            7,853
 Exceptional - restructuring/acquisition-related items                           871           (1,356)       (184)             (2,114)
 Amortisation and impairment of intangible assets excluding development costs    (3,875)       (4,108)       (15,984)          (16,613)
 Operating profit/(loss)                                                         486           (2,797)       (5,377)           (10,874)

 

Reconciliation of loss before taxation to adjusted profit/(loss) before tax

 

Continuing operations

 All figures in £000's                                                           Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Loss before taxation                                                            (3,245)       (2,949)       (9,179)           (22,571)
 Exceptional - restructuring, disposal and acquisition related items             (871)         1,356         184               2,114
 Amortisation and impairment of intangible assets excluding development costs    3,875         4,108         15,984            16,613
 Adjusted (loss)/profit before tax                                               (241)         2,515         6,989             (3,844)

 

 

Other metrics

 All figures in £000's                     Q4 2021       Q4 2020       FY2021 (audited)  FY 2020

(unaudited)
(unaudited)
(audited)
 Total R&D Investment
 Research and development costs
 - Continuing operations                   1,838         1,307         7,010             7,282
 - Discontinued operations                 -             263           -                 2,725
                                           1,838         1,570         7,010             10,007
 Internal capitalised development costs    1,351         1,624         4,813             4,583
 Total R&D investment                      3,189         3,194         11,823            14,590

 

 

11.   Alternative performance measures and other metrics (continued)

 All figures in £000's                                                    Q4 2021       Q4 2020       FY2021 (audited)    FY 2020

(unaudited)
(unaudited)
(audited)
 Adjusted EBITDA excluding fair value movement in biological assets
 Adjusted EBITDA                                                         7,098         4,651         19,449              14,493
 Exclude fair value movement in biological assets                        (996)         (1,555)       (3,323)             (3,253)
 Adjusted EBITDA excluding fair value movement in biological assets      6,102         3,096         16,126              11,240

 

Liquidity

 

Following the refinancing in June 2019 a key financial covenant is a minimum
liquidity of £10m, defined as cash plus undrawn facilities.

                              30 September 2021
 All figures in £000's        (audited)
 Cash and cash equivalents    39,460
 Undrawn bank facility        11,138
                              50,598

 

12.   Net debt

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

                                                                     30 September 2021  30 September 2020
 All figures in £000's                                               (unaudited)        (audited)
 Cash and cash equivalents                                           39,460             71,605
 Loans and borrowings (excluding lease liabilities) - current        (1,612)            (2,856)
 Loans and borrowings (excluding lease liabilities) - non-current    (94,792)           (95,863)
 Net debt excluding lease liabilities                                (56,944)           (27,114)
 Lease liabilities - current                                         (9,042)            (2,483)
 Lease liabilities - non-current                                     (14,945)           (7,956)
 Net debt                                                            (80,931)           (37,553)

 

 

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