REG - Benchmark Hlgs PLC - Q1 Results
28/02/2025 07:00
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RNS Number : 7843Y Benchmark Holdings PLC 28 February 2025
28 February 2025
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")
Q1 Results
(Three months ended 31 December 2024)
Stepping stone quarter -
Progress towards completion of Genetics disposal
and transition towards streamlined organisation
In compliance with the terms of the Company's unsecured Green bond, which
requires it to publish quarterly financial information, Benchmark, the
aquaculture biotechnology business, announces its unaudited results for the
three months ended 31 December 2024 (the "Period"), which constitute the first
quarter for the fiscal year ("FY") 2025. All Q1 FY24 and Q1 FY25 figures
quoted in this announcement are based on unaudited accounts.
Following the decision to sell the Genetics business in FY24, it has been
classified as discontinued operations and the figures for Q1 FY24 have been
restated. The figures shown for the continuing business exclude Genetics and
include Group corporate costs previously allocated to Genetics.
Financial highlights (continuing business)
· Q1 FY25 revenues from continuing operations were £17.7m, 30% below
the prior year (-25% CER) resulting from:
o Advanced Nutrition revenues of £16.1m, 16% below Q1 FY24 (-11% CER)
reflecting continuing soft shrimp markets as well as a change in product mix
compared to the prior year
o Health revenues of £1.6m reflect the restructured Health business area
currently focused on Salmosan® Vet (Q1 FY24 revenues which included Ectosan®
Vet and CleanTreat® were £6.1m)
· Q1 FY25 Adjusted EBITDA from continuing operations was a loss of
£0.2m (Q1 FY24: profit £3.5m) due to lower revenues and lower gross profit
margin in Advanced Nutrition, partially offset by a reduction in operating
costs
· Operating costs for the continuing business were 15% below the prior
year; they reflect the corporate costs for the whole Group including those
previously allocated to Genetics, and before the planned streamlining to be
conducted post completion of the Genetics disposal
· Cash, liquidity and net debt:
o Cash of £13.8m (30 September 2024: £23.1m) and liquidity (cash and
available facility) of £21.1m (30 September 2024: £34.3m)
o Net debt(3) of £62.0m (30 September 2024: £49.0m)
Operational highlights
· Advanced Nutrition - Focus on operational efficiency, product range
expansion and innovation to mitigate soft markets
o Successful expansion of product portfolio through continuous innovation
§ Increasing adoption of recently launched products and technologies
including SnappArt® and Snapp360®
§ Successful launch of a new shrimp diet specifically tailored to the
Ecuadorian market
o Strong performance in the European marine fish sector driven by growing
product portfolio and expansion into the nursery segment
o Steps taken to strengthen the high margin diets and health segments
through the integration of the technical services and product management teams
o 2025 Great Salt Lakes Artemia harvest completed delivering high quality
Artemia for the second year in a row; this will benefit future margins as the
higher-grade product goes through inventory
· Health - Progress towards the development of an alternative business
model for Ectosan® Vet and CleanTreat®
o Progress made towards the introduction of a new land-based configuration
and business model for Ectosan® Vet and CleanTreat® through a new JV with
Water AS; confirmed customer interest in the new capital-light solution
· Group - Progress towards completion of Genetics disposal and return
of capital announced in November 2024
o Regulatory clearances well advanced with completion expected by end of
March 2025
o Plans for delivery of transition services agreement are in place
o Post completion of the Genetics disposal, the Company will make a separate
announcement regarding use of proceeds and plans for the continuing business.
§ As previously announced proceeds will be used to return capital to
shareholders and to reduce the Company's leverage, by repaying the Group's
unsecured listed green bond and drawn amounts under the Group's revolving
credit facility, thereby strengthening the balance sheet of the continuing
business
Current trading and outlook - trading in line with management's expectations
for the full year
The Group is trading in line with management's expectations for the full year
underpinned by improving performance in Advanced Nutrition since the latter
part of Q1 FY25. Health is now a profitable, cash positive business focusing
on Salmosan® Vet.
Financial Summary - continuing operations
£m Q1 FY25 Q1 FY24 % AER % CER(**) FY24
Restated (full year)
Revenue 17.7 25.3 -30% -25% 90.4
Adjusted
Adjusted EBITDA(1) (0.2) 3.5 -107% -116% 11.9
Adjusted Operating loss(2) (1.1) (2.1) 46% 29% (16.6)
Statutory
Operating loss (6.0) (5.6) -9% -15% (35.5)
Loss before tax (7.1) (9.1) 22% 18% (45.9)
Loss for the period (7.3) (8.5) 14% 10% (44.3)
Basic loss per share (p) (including discontinued operations) (1.34) (1.03) (5.34)
Net debt(3) 62.0 74.6 49.0
Business Area summary
£m Q1 FY25 Q1 FY24 % AER % CER(**) FY24
(full year)
Revenue
Advanced Nutrition 16.1 19.3 -16% -11% 75.9
Health 1.6 6.1 -73% -71% 14.5
Adjusted EBITDA(1)
Advanced Nutrition 0.8 4.6 -82% -89% 14.4
Health 0.3 0.6 -43% -41% 2.1
*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,
amortisation, and impairment), before exceptional items
(2) Adjusted operating loss is operating gain or loss before exceptional items
and amortisation of intangible assets excluding development costs
(3) Net debt is cash and cash equivalents less loans and borrowings
The Genetics business which is the subject of a disposal process has been
treated as held for sale and discontinued.
Trond Williksen, CEO, commented:
"Q1 FY25 has been a stepping-stone quarter for us representing a period of
transition for Benchmark ahead of completion of the Genetics disposal and
streamlining of the continuing business. Our reported performance reflects
ongoing weakness in the global shrimp markets for Advanced Nutrition coupled
with a temporary change in product mix and a solid performance in Health.
"Looking forward we expect an improvement in trading conditions and margins,
and we have two well positioned businesses capable of delivering attractive
shareholder returns. Our restructured Health business performs well as a cash
generative business and is advancing towards a relaunch of a new land-based
business model for Ectosan® Vet and CleanTreat®."
Analyst / investor webcast at 08:00 am UK time (09:00 CET) today
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial
Officer will host a webcast today starting at 09:00 CET time (08:00 UK time).
To attend the live webcast and for the opportunity to ask questions, please
register and join at the following link:
https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20250228_5
Equity Development webcast for retail investors at 12:00pm UK time today
Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial
Officer will host a second webcast for retail investors and wealth managers at
12.00pm UK time today. The webcast is open to all existing and potential
shareholders.
To register please
visit: https://www.equitydevelopment.co.uk/news-and-events/benchmark-q1-investor-presentation-28february2025
(https://protect.checkpoint.com/v2/___https:/url.uk.m.mimecastprotect.com/s/V-2TCmQrRCprGNnCDuJTRLZOI?domain=protect.checkpoint.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpmZTZlZjk0YWNjODMwYzNmNGQwNjc4ZWNjZGFjZjEyOTo2OmU1YTM6ZTQwNmY5M2NiNGE2Njg2NjM5Y2FiZWEzYzBmMTNlNTdlOWQyMWEzZjk3YThhZDFiOTcxZjlkNmMwMWRiYzA4NTpwOkY6Tg)
Enquiries
For further information, please contact:
Benchmark Holdings plc benchmark@mphc.com
Trond Williksen, CEO
Septima Maguire, CFO
Ivonne Cantu, Investor Relations
Deutsche Numis (Broker and NOMAD) Tel: 020 7260 1000
Freddie Barnfield, Duncan Monteith, Sher Shah
MHP Communications Tel: +44(0)7884 494112
Katie Hunt, Reg
Hoare
benchmark@mhpgroup.com (mailto:benchmark@mhpgroup.com)
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 advanced nutrition and health which improve yield, growth and
animal health and welfare. Find out more at www.benchmarkplc.com.
Management Report
As a result of the Genetics disposal and with the Genetics operations being
classified as discontinued, these results are for the continuing operations
(Advanced Nutrition and Health) albeit they continue to reflect the ongoing
costs for the whole Group prior to completion of the Genetics disposal, after
which the planned streamlining of the Group will be conducted.
Q1 Results for the Continuing Operations
Q1 FY25 has been a stepping stone quarter for Benchmark ahead of completion of
the Genetics disposal and streamlining of the continuing business.
Benchmark's Q1 FY25 results reflect continued softness in the shrimp markets
and the negative impact on margins from a change in product mix in Advanced
Nutrition. Health performed well in the quarter, albeit below the prior year
which included sales of Ectosan® Vet and CleanTreat®. As a result, Group
revenues of £17.7m were 30% below the prior year (-25% CER), and the gross
profit margin for the Group was 43% (Q1 FY24: 50%).
The Group has maintained strict financial discipline, and as a result
operating costs were £7.3m, 15% below the prior year (13% at CER). R&D
costs were marginally below the prior year at £0.6m (Q1 FY24: £0.7m).
There has been no capitalised R&D incurred during the quarter.
Adjusted EBITDA was a loss of £0.2m in the period (Q1 FY24: profit of £3.5m)
as a result of lower revenues and gross margin partially offset by lower
operating costs. High logistics costs incurred in FY 2024 in Advanced
Nutrition continued in the period due in part to necessary re-routing driven
by geopolitical conflicts.
Depreciation and amortisation reduced significantly from the comparative
period last year to £4.2m (Q1 FY24: £9.0m). The reduction was driven by
lower depreciation in Health due to the decommissioning of the CleanTreat®
units in the prior year. Exceptional costs incurred in the period of £1.6m
(Q1 FY24: £0.1m) related to costs associated with the strategic review.
Net finance cost in the period was £1.0m; (Q1 FY24: £3.5m) with the
reduction primarily explained by net forex exchange gains in the period of
£1.4m compared to a loss in the prior year (Q1 FY24: £1.3m loss).
The Group reported a loss before tax from continuing operations of £7.1m
(Q1 FY24: £9.1m loss) and the loss after tax for the period including
discontinued operations was £10.2m (Q1 FY24: loss £7.6m).
Net cash outflow from operating activities for the period (including
discontinued operations) was £8.1m (Q1 FY24: £5.6m outflow) reflecting the
lower revenue. The increased outflow is due to the higher cash loss reported
for the quarter after a lower depreciation charge as noted above, partially
offset by a lower outflow in working capital in the quarter.
Net cash used in investing activities was £0.7m (Q1 FY24: £0.8m) of which
capex was £0.9m (Q1 FY24: £1.0m). Net cash outflow from financing
activities was £0.8m with interest and lease payments being offset by a
drawing of £4.0m on the RCF. All this left a net decrease in cash in the
quarter of £9.6m (Q1 FY24: £11.8m outflow) and a cash position of £13.8m at
the end of the quarter.
Advanced Nutrition
As predicted Advanced Nutrition had a soft start to the new financial year in
Q1 FY25. Revenues were £16.1m, 16% below the prior year (-11% CER). By
geography, performance was strong in Europe driven by sales to the marine fish
market where we are successfully expanding into the nursery segment, and in
the Americas, while Asia was most affected by soft conditions in the shrimp
markets.
By product area Artemia revenues were 19% below the prior year due to a change
in available Artemia grades. Artemia is a natural resource with fluctuation in
hatching rate (the key quality parameter), and during the period we had a
greater influx of inventory of Artemia with lower hatching rates. In addition,
demand for Diets and Health products has been lower reflecting increased price
sensitivity from customers due to the soft shrimp markets and as a result
revenues from Diets and Health products were down 11% and 25% respectively
compared to Q1 FY24.
Innovation continues to be a very important element of the strategy in
Advanced Nutrition. We continued the successful roll-out of recently launched
technologies including Snapp Art® and Snapp 360®, and our newly launched
diet tailored to the Ecuadorian market was sold out in its first period of
sales.
The gross margin in Advanced Nutrition was also impacted by the product mix
including lower sales of Health and Diets products and lower Artemia grades
resulting from historic harvests. As a result, gross margin in the quarter was
down at 41% (Q1 FY24: 53%). Logistics costs remained high in the period due to
ongoing disruption to trading routes, but this was mostly offset by ongoing
efforts to reduce costs and improve efficiency. Overall, operating costs
were marginally above last year at £5.2m (Q1 FY24: £5.0m). Adjusted EBITDA
was £0.8m (Q1 FY24: £4.6m) driven by the lower sales and margins mentioned
above.
The latter part of the quarter saw an improvement in sales and margins which
has continued post period end, and we expect this to carry on as the year
progresses. The strategy in place and the steps we have taken over the last 18
months to mitigate the impact of soft shrimp markets have placed Advanced
Nutrition in a strong position for market recovery and for its longer-term
future.
Health
Revenues in Q1 FY25 were £1.6m (Q1 FY24: £6.1m) primarily reflecting the
pause in sales of Ectosan®Vet and CleanTreat® while a new business model for
the offering is developed. Sales of Salmosan®Vet of £1.6m (Q1 FY24: £2.1m)
were driven by sales in Norway and Chile which experienced high sea lice
levels, offset primarily by lower sales in the Faroe Islands compared to last
year. Operating costs were significantly below the prior year at £0.7m (Q1
FY24: £1.9m) as a result of the restructuring conducted in FY24. Adjusted
EBITDA was £0.3m in the quarter (Q1 FY24: £0.6m).
An important development in the period is the progress made towards a new
land-based configuration and business model for Ectosan® Vet and
CleanTreat®. We are working in partnership with a specialist solutions
provider, Water AS, and have significant expression of interest from potential
customers who have previously used Ectosan® Vet and CleanTreat® and who
remain interested in incorporating the solution into their sea lice toolkit
with a simplified infrastructure and cost-efficient business model.
Update on the disposal of the Genetics business
Progress towards the completion of the sale of the Genetics business is well
advanced. The Company has obtained most of the regulatory clearances, and the
Company has well-developed plans in place to deliver on the transaction
services agreement. Post completion, the Company will announce its plans for
use of proceeds as well as plans for the remaining business. As previously
announced, proceeds will be used to return capital to shareholders and to
reduce the Company's leverage by repaying the Group's unsecured listed green
bond and drawn amounts under the Group's revolving credit facility
Current Trading and Outlook
The Group is trading in line with management's expectations for the full year
underpinned by improving performance in the latter part of Q1 and into Q2 in
Advanced Nutrition and continuing good performance in Health.
Consolidated Income Statement for the period ended 31 December 2024
All figures in £000's Notes Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Revenue 4 17,722 25,313 90,365
Cost of sales (10,146) (12,563) (46,418)
Gross profit 7,576 12,750 43,947
Research and development costs (567) (687) (2,443)
Other operating costs (7,257) (8,568) (29,582)
Adjusted EBITDA² (248) 3,495 11,922
Exceptional - restructuring, acquisition and disposal related items 5 (1,574) (94) (5,581)
EBITDA¹ (1,822) 3,401 6,341
Depreciation and impairment (840) (5,093) (10,949)
Amortisation and impairment (3,381) (3,864) (30,891)
Operating loss (6,043) (5,556) (35,499)
Finance cost 6 (5,349) (4,938) (14,209)
Finance income 6 4,325 1,405 3,783
Loss before taxation (7,067) (9,089) (45,925)
Tax on loss 7 (213) 621 1,646
Loss from continuing operations (7,280) (8,468) (44,279)
Discontinued operations
Profit/(loss) from discontinued operations, net of tax 8 (2,919) 844 5,159
(10,199) (7,624) (39,120)
(Loss)/profit for the year attributable to:
- Owners of the parent (9,927) (7,627) (39,464)
- Non-controlling interest (272) 3 344
(10,199) (7,624) (39,120)
Earnings per share
Basic loss per share (pence) 9 (1.34) (1.03) (5.34)
Diluted loss per share (pence) 9 (1.34) (1.03) (5.34)
Earnings per share - continuing operations
Basic loss per share (pence) 9 (0.98) (1.14) (5.99)
Diluted loss per share (pence) 9 (0.98) (1.14) (5.99)
Adjusted EBITDA from continuing operations (248) 3,495 11,922
Adjusted EBITDA from discontinued operations 8 619 3,179 16,698
Total Adjusted EBITDA 371 6,674 28,620
1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and
impairment
2 Adjusted EBITDA - EBITDA before exceptional items including acquisition
related items
* Q1 2024 numbers were restated to reflect the results of the Genetics
business being classified as discontinued operations in FY24 in line with
IFRS5 following the decision to sell the business area (see note 8).
The accompanying notes are an integral part of this consolidated financial
information.
Consolidated Statement of Comprehensive Income for the period ended 31
December 2024
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Loss for the period (10,199) (7,624) (39,120)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign exchange translation differences 10,689 (7,413) (20,528)
Cash flow hedges - changes in fair value (93) (890) (3,505)
Cash flow hedges - reclassified to profit or loss 269 120 2,687
Other comprehensive income for the period 10,865 (8,183) (21,346)
Total comprehensive income for the period 666 (15,807) (60,466)
Total comprehensive income for the period attributable to:
- Owners of the parent 974 (15,741) (60,259)
- Non-controlling interest (308) (66) (207)
666 (15,807) (60,466)
Total comprehensive income for the period attributable to owners of the
parent:
- Continuing operations (194) (12,810) (54,122)
- Discontinued operations** 1,168 (2,931) (6,137)
974 (15,741) (60,259)
* Q1 2024 numbers were restated to reflect the results of the Genetics
business being classified as discontinued operations in FY24 in line with
IFRS5 following the decision to sell the business area (see note 8).
**Total comprehensive income for the period relating to discontinued
operations for the quarter includes the loss of £2.9m (Q1 2024: profit
£0.8m; FY 2024: £5.2m) and foreign exchange gain of £4.1m (Q1 2024: loss
£3.8m; FY 2024 loss £11.3m).
The accompanying notes are an integral part of this consolidated financial
information
Consolidated Balance Sheet as at 31 December 2024
31 December 2024 31 December 2023 30 September 2024
All figures in £000's Notes (audited) (audited) (audited)
Assets
Property, plant and equipment 10,547 71,664 10,107
Right-of-use assets 3,480 16,513 4,052
Intangible assets 120,154 194,953 115,527
Equity-accounted investees 2,505 3,780 2,315
Other investments - 1 -
Biological and agricultural assets - 23,779 -
Non-current assets 136,686 310,690 132,001
Inventories 23,948 24,505 23,674
Biological and agricultural assets - 19,926 -
Corporation tax asset 417 - 347
Trade and other receivables 41,440 56,381 42,539
Cash and cash equivalents 13,808 24,164 23,088
79,613 124,976 89,648
Assets held for sale 10 164,468 500 163,252
Current assets 244,081 125,476 252,900
Total assets 380,767 436,166 384,901
Liabilities
Trade and other payables (22,588) (33,513) (30,102)
Loans and borrowings 11 (73,442) (18,682) (69,233)
Corporation tax liability (1,087) (5,929) -
Provisions (204) (2,410) (233)
(97,321) (60,534) (99,568)
Liabilities directly associated with the assets held for sale 10 (44,180) - (46,697)
Current liabilities (141,501) (60,534) (146,265)
Loans and borrowings 11 (2,401) (80,032) (2,837)
Other payables (1,670) (5,930) (1,607)
Deferred tax (9,758) (22,168) (9,923)
Provisions - (440) -
Non-current liabilities (13,829) (108,570) (14,367)
Total liabilities (155,330) (169,104) (160,632)
Net assets 225,437 267,062 224,269
Issued capital and reserves attributable to owners of the parent
Share capital 12 740 739 740
Additional paid-in share capital 12 37,490 37,428 37,490
Capital redemption reserve 5 5 5
Retained earnings 136,655 176,114 146,080
Hedging reserve (845) (973) (1,021)
Foreign exchange reserve 45,695 47,603 34,970
Equity attributable to owners of the parent 219,740 260,916 218,264
Non-controlling interest 5,697 6,146 6,005
Total equity and reserves 225,437 267,062 224,269
The accompanying notes are an integral part of this consolidated financial
information
Consolidated Statement of Changes in Equity for the period ended 31 December
2024
All figures in £000's 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
As at 1 October 2024 (audited) 740 37,490 34,975 (1,021) 146,080 218,264 6,005 224,269
Comprehensive income/(loss) for the period
Loss for the year - - - - (9,927) (9,927) (272) (10,199)
Other comprehensive income - - 10,725 176 - 10,901 (36) 10,865
Total comprehensive income for the year - - 10,725 176 (9,927) 974 (308) 666
Contributions by and distributions to owners
Share-based payment - - - - 502 502 - 502
Total contributions by and distributions to owners - - - - 502 502 - 502
Total transactions with owners of the Company - - - - 502 502 - 502
As at 31 December 2024 (unaudited) 740 37,490 45,700 (845) 136,655 219,740 5,697 225,437
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
(Loss)/profit for the period - - - - (7,627) (7,627) 3 (7,624)
Other comprehensive income/(loss) - - (7,344) (770) - (8,114) (69) (8,183)
Total comprehensive income/(loss)for the period - - (7,344) (770) (7,627) (15,741) (66) (15,807)
Contributions by and distributions to owners
Share-based payment - - - - 252 252 - 252
Total contributions by and distributions to owners - - - - 252 252 - 252
Total transactions with owners of the Company - - - - 252 252 - 252
As at 31 December 2023 (unaudited) 739 37,428 47,608 (973) 176,114 260,916 6,146 267,062
As at 1 October 2023 (audited) 739 37,428 54,952 (203) 183,489 276,405 6,212 282,617
Comprehensive income for the period
(Loss)/profit for the year - - - - (39,464) (39,464) 344 (39,120)
Other comprehensive income - - (19,977) (818) - (20,795) (551) (21,346)
Total comprehensive income for the year - - (19,977) (818) (39,464) (60,259) (207) (60,466)
Contributions by and distributions to owners
Share issue 1 62 - - - 63 - 63
Share-based payment - - - - 2,055 2,055 - 2,055
Total contributions by and distributions to owners 1 62 - - 2,055 2,118 - 2,118
Total transactions with owners of the Company 1 62 - - 2,055 2,118 - 2,118
As at 30 September 2024 (audited) 740 37,490 34,975 (1,021) 146,080 218,264 6,005 224,269
*Other reserves in this statement is an aggregation of capital redemption
reserve and foreign exchange reserve
The accompanying notes are an integral part of this consolidated financial
information.
Consolidated Statement of Cash Flows for the period ended 31 December 2024
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
(unaudited)
(audited)
Cash flows from operating activities
Loss for the period (10,199) (7,624) (39,120)
Adjustments for:
Depreciation and impairment of property, plant and equipment 2,201 2,969 9,319
Depreciation and impairment of right-of-use assets 364 3,280 7,001
Amortisation and impairment of intangible fixed assets 3,381 4,268 32,529
(Profit)/loss on sale of property, plant and equipment (77) 5 (416)
Finance income (106) (210) (430)
Finance costs 2,806 2,685 11,293
Profit on disposal of investments in joint ventures - (42) (42)
Share of loss/(profit) of equity-accounted investees, net of tax 260 (318) (1,288)
Foreign exchange loss 200 745 1,179
Share-based payment expense 502 252 2,054
Tax expense 252 433 495
Decrease/(increase) in trade and other receivables 4,957 1,191 (1,136)
Decrease in inventories 117 570 89
(Increase)/decrease in biological and agricultural assets (2,847) 813 (718)
Decrease in trade and other payables (9,120) (13,393) (9,974)
(Decrease)/increase in provisions (29) 7 (2,012)
(7,338) (4,369) 8,823
Income taxes paid (782) (1,204) (6,819)
Net cash flows generated from/(used by) operating activities (8,120) (5,573) 2,004
Investing activities
Purchase of investments in associates - - (209)
Receipts from disposal of subsidiaries, joint ventures, and other investments - 37 37
Purchases of property, plant and equipment (819) (921) (3,509)
Proceeds from sales of intangible assets - - 32
Purchase of intangibles (68) (50) (268)
Capitalised research and development costs - (62) (149)
Proceeds from sale of fixed assets 107 18 804
Interest received 106 204 430
Net cash flows used in investing activities (674) (774) (2,832)
Financing activities
Proceeds from exercise of share options - - 63
Proceeds from bank or other borrowings, net of borrowing fees 4,000 - 8,196
Repayment of bank or other borrowings (506) (386) (1,990)
Interest and finance charges paid (2,155) (2,250) (9,119)
Repayments of lease liabilities (2,162) (2,854) (8,121)
Net cash used in financing activities (823) (5,490) (10,971)
Net decrease in cash and cash equivalents (9,617) (11,837) (11,799)
Cash and cash equivalents at beginning of period 23,088 36,525 36,525
Effect of movements in exchange rate 337 (524) (1,638)
Cash and cash equivalents at end of period 13,808 24,164 23,088
The accompanying notes are an integral part of this consolidated financial
information.
Unaudited notes to the quarterly financial statements for the period ended 31
December 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 three months ended 31 December 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 2024 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 2024 and the unaudited financial information in
the Quarterly Financial Report for the three months ended 31 December 2023.
The comparative figures for the financial year ended 30 September 2024 are not
the Company's statutory accounts for that financial year. Those accounts were
approved by the Directors on 12 December 2024 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 but did contain an emphasis of matter paragraph in
relation to going concern.
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 2024. These consolidated
quarterly financial statements were approved by the Board of Directors on 28
February 2025.
Going concern
As at 31 December 2024 the Group had net assets of £225.4m (30 September
2024: £224.3m), including cash of £13.8m (30 September 2024: £23.1m) as set
out in the consolidated balance sheet. The Group made a total loss for the
three-month period of £10.2m (year ended 30 September 2024: loss £39.1m).
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 lower sales growth
from a possible slower recovery in the shrimp market in Advanced Nutrition and
have not included any sales from relaunching Ectosan®/CleanTreat® sales
within Health. The recent restructuring of the Health business area which
currently focuses on the Salmosan business has derisked the cash utilisation
improving the likelihood of cash generation within that business area for the
foreseeable future, and Ectosan®/CleanTreat® sales will only be relaunched
with customer investment to mitigate the Group's cashflow exposure. Additional
downside sensitivities have been identified and modelled within the
discontinued Genetics business for slower commercialisation of SPR shrimp,
slower salmon egg sales growth in Chile and removal of an additional financing
opportunity. Further mitigating measures within the control of management have
been identified should they be required in response to any or all of 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.
In the prior year 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 remained unaltered, ending on 27 June 2025. The term of the
additional facility of £7.5m was subsequently extended on 20 December 2024 to
expire on 27 June 2025 matching the expiry of the original RCF. Furthermore,
the Group's unsecured NOK 750m bond is due to expire in the current financial
year in September 2025.
On 25 November, an agreement was signed to sell the whole Genetics business
for consideration of up to £260m on a debt-free cash-free basis, with £230m
received up front and up to £30m earnout receivable in three years.
Completion of the sale is subject to anti-trust clearances which are expected
to be received within the next few weeks with most clearances having now been
received. The funds received upon completion will allow all finance facilities
to be repaid whilst ensuring that adequate operational liquidity is available
for the continuing businesses for the forecast period. In the absence of
completion of the deal, the forecast would require continuing finance
facilities to be available to the Group. The Directors are confident that the
existing facilities due to expire this year could be renewed or replaced
before expiry with the trading platform showing resilience to market
conditions and other challenges presented during the last year and
relationships with finance providers strong.
1. Basis of preparation (continued)
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 either the deal to sell the Genetics business
will proceed as planned, or that the current facilities will be renewed or
replaced this financial year before expiry, the requirement for either one of
these events to take place 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 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 2024.
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 2024.
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:
· 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.
· 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. Following management's decision
and subsequent commitment to sell the Group's Genetics business, this has been
classified as discontinued operations in the income statement and the figures
for Q1 2024 have been restated.
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
All figures in £000's Notes Q1 2025 Q1 2024 FY 2024
(unaudited)
(unaudited)
(audited)
Genetics 11,062 15,164 57,385
Advanced Nutrition 16,115 19,283 75,918
Health 1,643 6,059 14,525
Corporate 1,329 1,349 4,040
Inter-segment sales (1,367) (1,382) (4,142)
Total 28,782 40,473 147,726
Discontinued operations 8 (11,060) (15,160) (57,361)
Continuing operations 17,722 25,313 90,365
Segmental Adjusted EBITDA
All figures in £000's Notes Q1 2025 Q1 2024 FY 2024
(unaudited)
(unaudited)
(audited)
Genetics (102) 2,498 14,828
Advanced Nutrition 836 4,600 14,373
Health 326 570 2,055
Corporate (689) (994) (2,636)
Total 371 6,674 28,620
Discontinued operations 8 (619) (3,179) (16,698)
Continuing operations (248) 3,495 11,922
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before
taxation
All figures in £000's Notes Q1 2025 Q1 2024 FY 2024
(unaudited)
(unaudited)
(audited)
Total reportable segment Adjusted EBITDA 1,060 7,668 31,256
Corporate Adjusted EBITDA (689) (994) (2,636)
Adjusted EBITDA 371 6,674 28,620
Exceptional - restructuring, acquisition and disposal related items (1,599) (517) (7,381)
Depreciation and impairment (2,565) (6,249) (16,320)
Amortisation and impairment (3,381) (4,268) (32,529)
Net finance costs (2,773) (2,831) (11,015)
Total loss before taxation (9,947) (7,191) (38,625)
Discontinued operations 8 2,880 (1,898) (7,300)
Continuing operations (7,067) (9,089) (45,925)
4. Revenue
The Group's operations and main revenue streams are those described in its
financial statements to 30 September 2024. 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). Discontinued operations relate to Genetics following the decision to sell
the division.
Sale of goods and provision of services
3 months ended 31 December 2024 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 10,418 16,074 1,643 - - 28,135 10,418 17,717
Provision of services 642 5 - - - 647 642 5
Inter-segment sales 2 36 - 1,329 (1,367) - - -
11,062 16,115 1,643 1,329 (1,367) 28,782 11,060 17,722
3 months ended 31 December 2023 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 14,841 19,254 4,459 - - 38,554 14,841 23,713
Provision of services 319 - 1,600 - - 1,919 319 1,600
Inter-segment sales 4 29 - 1,349 (1,382) - - -
15,164 19,283 6,059 1,349 (1,382) 40,473 15,160 25,313
12 months ended 30 September 2024 (audited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 55,131 75,806 11,703 - - 142,640 55,131 87,509
Provision of services 2,230 34 2,822 - - 5,086 2,230 2,856
Inter-segment sales 24 78 - 4,040 (4,142) - - -
57,385 75,918 14,525 4,040 (4,142) 147,726 57,361 90,365
4. Revenue (continued)
Primary geographical markets
3 months ended 31 December 2024 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 4,387 151 934 - - 5,472 4,387 1,085
Greece - 2,359 - - - 2,359 - 2,359
Turkey 27 2,146 - - - 2,173 27 2,146
India - 1,917 - - - 1,917 - 1,917
Faroe Islands 1,583 - 99 - - 1,682 1,583 99
United Kingdom 1,628 1 26 - - 1,655 1,628 27
Ecuador - 1,445 - - - 1,445 - 1,445
Chile 845 - 526 - - 1,371 845 526
Iceland 1,137 - - - - 1,137 1,137 -
Vietnam 27 737 - - - 764 27 737
Indonesia 80 786 - - - 866 80 786
Canada 83 - 58 - - 141 83 58
China 155 237 - - - 392 155 237
Rest of Europe 579 1,668 - - - 2,247 579 1,668
Rest of World 529 4,632 - - - 5,161 529 4,632
Inter-segment sales 2 36 - 1,329 (1,367) - - -
11,062 16,115 1,643 1,329 (1,367) 28,782 11,060 17,722
3 months ended 31 December 2023 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 9,557 311 4,809 - - 14,677 9,557 5,120
Greece - 1,948 - - - 1,948 - 1,948
Turkey 9 1,898 - - - 1,907 9 1,898
India - 4,163 - - - 4,163 - 4,163
Faroe Islands 1,472 - 432 - - 1,904 1,472 432
United Kingdom 774 7 53 - - 834 774 60
Ecuador 32 1,489 - - - 1,521 32 1,489
Chile 984 - 623 - - 1,607 984 623
Iceland 1,233 - - - - 1,233 1,233 -
Vietnam - 1,635 - - - 1,635 - 1,635
Indonesia 92 1,282 - - - 1,374 92 1,282
Canada 60 22 142 - - 224 60 164
China 98 502 - - - 600 98 502
Rest of Europe 382 1,656 - - - 2,038 382 1,656
Rest of World 467 4,341 - - - 4,808 467 4,341
Inter-segment sales 4 29 - 1,349 (1,382) - - -
15,164 19,283 6,059 1,349 (1,382) 40,473 15,160 25,313
4. Revenue (continued)
Primary geographical markets (continued)
12 months ended 30 September 2024 (audited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 31,803 1,058 8,742 - - 41,603 31,803 9,800
Greece - 6,642 - - - 6,642 - 6,642
Turkey 107 7,197 - - - 7,304 107 7,197
India 5 9,286 - - - 9,291 5 9,286
Faroe Islands 5,282 - 1,027 - - 6,309 5,282 1,027
United Kingdom 3,436 59 316 - - 3,811 3,436 375
Ecuador 40 6,203 - - - 6,243 40 6,203
Chile 3,678 - 1,499 - - 5,177 3,678 1,499
Iceland 7,118 - 113 - - 7,231 7,118 113
Vietnam 14 10,536 - - - 10,550 14 10,536
Indonesia 391 4,993 - - - 5,384 391 4,993
Canada 1,553 69 2,828 - - 4,450 1,553 2,897
China 610 3,156 - - - 3,766 610 3,156
Rest of Europe 1,595 5,108 - - - 6,703 1,595 5,108
Rest of World 1,729 21,533 - - - 23,262 1,729 21,533
Inter-segment sales 24 78 - 4,040 (4,142) - - -
57,385 75,918 14,525 4,040 (4,142) 147,726 57,361 90,365
5. Exceptional items within 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 Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Acquisition related items - - 158
Exceptional restructuring costs 1,574 94 5,682
Disposal related items - - (259)
Total exceptional items 1,574 94 5,581
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
Exceptional restructuring costs for the quarter include £1.6m (Q1 2024:
£0.1m; FY 2024: £4.5m) relating to the formal review of the Company's
strategic options as announced in January 2024. Further exceptional
restructuring costs were incurred in FY 2024 of £1.2m relating to
redundancies and dilapidations provisions arising from restructuring Health,
Nutrition and Corporate business areas.
Disposal related items in FY 2024 relate to income from asset disposals from
Health businesses discontinued in earlier years offset by some small costs
incurred. Acquisition related items in FY 2024 relate to fees incurred on an
aborted acquisition.
6. Net finance costs from continuing operations
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Interest received on bank deposits 18 16 44
Foreign exchange gains on operating activities 4,307 1,389 3,739
Finance income 4,325 1,405 3,783
Lease interest (56) (195) (518)
Cash flow hedges - ineffective portion of changes in fair value (112) - (243)
Foreign exchange losses on operating activities (2,927) (2,701) (4,954)
Amortisation of capitalised borrowing fees (273) (210) (967)
Interest expense on financial liabilities measured at amortised cost (1,981) (1,832) (7,527)
Finance costs (5,349) (4,938) (14,209)
Net finance costs recognised in profit or loss (1,024) (3,533) (10,426)
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
7. Taxation
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Analysis of charge in period
Current tax:
Current income tax expense on profits for the period 1,075 231 1,948
Adjustment in respect of prior periods - - (339)
Total current tax charge on continuing activities 1,075 231 1,609
Deferred tax:
Origination and reversal of temporary differences (862) (852) (3,255)
Total deferred tax credit on continuing activities (862) (852) (3,255)
Total tax charge/(credit) on continuing activities 213 (621) (1,646)
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
The above excludes a tax expense in Q1 2025 of £0.0m (Q1 2024: £1.1m; FY
2024 £2.1m) from discontinued operations, this has been included in loss from
discontinued operations, net of tax (note 8).
8. Discontinued activities
The strategic review announced in January 2024 was completed in the quarter on
25 November 2024, with a Company announcement that it had entered into a
binding agreement to sell its Genetics business area by way of the disposal of
Benchmark Genetics Limited and Benchmark Genetics Norway AS and their
respective subsidiaries to Starfish Bidco AS, a wholly owned subsidiary of
Novo Holdings A/S. The agreed deal includes initial consideration of £230m,
on a debt-free cash-free basis, receivable on completion and additional
contingent consideration of up to £30m receivable in three years' time based
on trading performance of the core salmon subsegment in the period from 1
October 2024 to 30 September 2027. The deal is subject to customary
regulatory clearances and with most of these now received, completion is
expected in the next few weeks. At 30 September 2024, the Genetics business
was treated as discontinued operations and the assets and liabilities
transferred into held for sale as the sale at the year-end was considered
highly probable, and this treatment continues (see note 10). Included within
liabilities held for sale is £18.6m of borrowings held within Genetics. The
debt-free cash-free terms of the agreed deal prescribe that these facilities
will be paid out of the proceeds received at completion.
Summary of restatement of Q1 FY24 results as reported in Q1 FY25 financial
statements
Continuing operations Discontinued operations
All figures in £000's Revenue Adjusted EBITDA Loss from continuing operations Profit from discontinued operations
As stated in Q1 FY24 financial statements 40,473 6,674 (7,624) -
Reclassified Q1 (15,160) (3,179) (844) 844
Restated Q1 2025 financial statements 25,313 3,495 (8,468) 844
Results from discontinued operations
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Revenue 11,060 15,160 57,361
Cost of sales (7,373) (9,547) (30,931)
Gross profit 3,687 5,613 26,430
Research and development costs (871) (830) (3,276)
Other operating costs (1,937) (1,922) (7,744)
Share of profit of equity-accounted investees, net of tax (260) 318 1,288
Adjusted EBITDA 619 3,179 16,698
Exceptional - restructuring, acquisition and disposal related items (25) (423) (1,800)
EBITDA 594 2,756 14,898
Depreciation and impairment (1,725) (1,156) (5,371)
Amortisation and impairment - (404) (1,638)
Operating loss / Loss before taxation (1,131) 1,196 7,889
Net finance costs (1,749) 702 (589)
Loss before taxation (2,880) 1,898 7,300
Tax on loss (39) (1,054) (2,141)
Loss from discontinued operations (2,919) 844 5,159
*While all of the discontinued operations relate to the entire Genetics
business area, the results above exclude intercompany transactions with the
rest of the Benchmark group which are included within the Genetics segment in
note 3, but which are eliminated within continuing activities. These total
£0.7m in the quarter (Q1 2024: £0.7m, FY 2024: £1.9m).
8. Discontinued activities (continued)
Exceptional items within discontinued operations
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Restructuring costs 25 423 965
Other - - 835
Total exceptional recognised 25 423 1,800
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
Exceptional costs included in discontinued operations in Genetics in the
quarter arose from restructuring costs in relation to the shrimp genetics
operations (Q1 FY24: £0.4m, FY24: £0.5m). Other exceptional restructuring
costs in FY 2024 include costs following the closure of the tilapia operations
of £0.4m. Additionally, other exceptional costs of £0.8m were incurred in
FY 2024 in the uninsured culling of broodstock and clean-up costs after two
separate isolated ISA incidents.
Results from discontinued operations by segment
The results from discontinued operations relate solely to the Genetics
operating segment.
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.
Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Loss attributable to equity holders of the parent (£000)
Continuing operations (7,280) (8,468) (44,279)
Discontinued operations (2,647) 841 4,815
Total (9,927) (7,627) (39,464)
Weighted average number of shares in issue (thousands) 740,338 739,352 739,575
Basic loss per share (pence)
Continuing operations (0.98) (1.14) (5.99)
Discontinued operations (0.36) 0.11 0.65
Total (1.34) (1.03) (5.34)
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
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.
A total of 11,916,804 potential ordinary shares have not been included within
the calculation of statutory diluted loss per share for the quarter end (30
September 2024: 13,656,055). These potential ordinary shares could dilute
earnings/loss per share in the future.
10. Assets held for sale
The strategic review announced in January 2024 was completed in the quarter on
25 November 2024, with a Company announcement that it had entered into a
binding agreement to sell its Genetics business area by way of the disposal of
Benchmark Genetics Limited and Benchmark Genetics Norway AS and their
respective subsidiaries to Starfish Bidco AS, a wholly owned subsidiary of
Novo Holdings A/S. The agreed deal includes initial consideration of £230m,
on a debt-free cash-free basis, receivable on completion and additional
contingent consideration of up to £30.0m receivable in three years' time
based on trading performance of the core salmon subsegment in the period from
1 October 2024 to 30 September 2027. The deal is subject to customary
regulatory clearances and with most of these now received, completion is
expected in the next few weeks. At 30 September 2024, the Genetics business
was treated as discontinued operations (see note 8) and the assets and
liabilities transferred into held for sale as the sale at the year-end was
considered highly probable, and this treatment continues. Included below
within liabilities held for sale is £18.6m of borrowings held within
Genetics. The debt-free cash-free terms of the agreed deal prescribe that
these facilities will be paid out of the proceeds received at completion.
During the quarter, one of the leased properties held within right of use
assets in the Genetics business area was exited resulting in an impairment of
£1.7m against the property.
The assets held for sale in Q1 2024 relate to certain property, plant and
equipment held withing the Health business area for which a decision was made
to sell as it was no longer required by the business. An impairment charge
of £0.4m had been incurred in Q1 2024 to leave the property valued at £0.5m,
before eventually being sold in March 2024 for £0.4m.
Assets held for sale Total assets transferred Total assets transferred Total assets transferred
Q1 2025 (unaudited)
Q1 2024 (unaudited)
FY 2024 (audited)
All figures in £000s
Property, plant and equipment 55,332 500 54,095
Right-of-use assets 4,841 - 7,843
Intangible assets 43,743 - 42,760
Equity-accounted investees 2,028 - 2,304
Biological and agricultural assets 46,917 - 43,107
Inventories 475 - 502
Trade and other receivables 11,132 - 12,641
Total Assets held for sale 164,468 500 163,252
Liabilities directly associated with the assets held for sale Total liabilities transferred Total liabilities transferred Total liabilities transferred
Q1 2025 (unaudited)
Q1 2024 (unaudited)
FY 2024 (audited)
All figures in £000s
Trade and other payables (13,454) - (11,754)
Loans and borrowings (18,561) - (22,314)
Corporation tax liability (2,515) - (3,147)
Provisions (608) - (568)
Deferred tax liability (9,042) - (8,914)
Total liabilities directly associated with the assets held for sale (44,180) - (46,697)
11. Loans and borrowings
Q1 2025 Q1 2024 FY 2024 (audited)
(unaudited)
(unaudited)
All figures in £000's
Non-Current
2025 750m NOK Loan notes - 57,403 -
Bank borrowings - 16,349 -
Unamortised debt issue costs - (532) -
Lease liabilities 2,401 6,812 2,837
2,401 80,032 2,837
Current
2025 750m NOK Loan notes 52,677 - 53,125
Bank borrowings 20,250 9,315 16,250
Unamortised debt issue costs (658) (842) (931)
Lease liabilities 1,173 10,209 789
73,442 18,682 69,233
Total loans and borrowings 75,843 98,714 72,070
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 GBP20m 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. On 20 December 2024, the term of the additional £7.5m
facility was extended to expire on 27 June 2025 to match the expiry of the
original RCF. 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.
The Q1 2025 loans and borrowings figure excludes £18.6m (Q1 2024: £nil, FY
2024 £22.3m) which have been classified as held for sale following the
decision to sell the Genetics business.
12. 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 pence each
Balance at 30 September 2024 739,786,143 740 37,490
Exercise of share options 550,100 - -
Balance at 31 December 2024 740,336,243 740 37,490
The holders of ordinary shares are entitled to one vote per share at meetings
of the company, and to receive dividends from time to
time as declared.
During the quarter ended 31 December 2024, the Group issued a total 550,100
ordinary shares of 0.1p each to certain employees of the Group relating to
share options, all 550,100 were exercised at 0.1p per share.
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 loss
(continuing)
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Revenue 17,722 25,313 90,365
Cost of sales (10,146) (12,563) (46,418)
Gross profit 7,576 12,750 43,947
Research and development costs (567) (687) (2,443)
Other operating costs (7,257) (8,568) (29,582)
Depreciation and impairment (840) (5,093) (10,949)
Amortisation and impairment of capitalised development costs (27) (454) (17,569)
Adjusted operating loss (1,115) (2,052) (16,596)
Exceptional including acquisition related items (1,574) (94) (5,581)
Amortisation and impairment of intangible assets excluding development costs (3,354) (3,410) (13,322)
Operating loss (6,043) (5,556) (35,499)
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
Reconciliation of adjusted loss before taxation to adjusted operating loss
(continuing)
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Loss before taxation (7,067) (9,089) (45,925)
Exceptional - restructuring, acquisition and disposal related items 1,574 94 5,581
Amortisation and impairment of intangible assets excluding development costs 3,354 3,410 13,322
Adjusted loss before tax (2,139) (5,585) (27,022)
*Q1 2024 numbers were restated to reflect the results of the Genetics business
being classified as discontinued operations in FY24 in line with IFRS5
following the decision to sell the business area (see note 8).
13. Alternative performance measures and other metrics (continued)
Other Metrics
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
Restated*
(audited)
(unaudited)
Total R&D Investment
Research and development costs
- Continuing operations 567 687 2,443
- Discontinued operations 871 830 3,276
Internal capitalised development costs - 62 149
Total R&D investment 1,438 1,579 5,868
Liquidity
A key financial covenant is a minimum liquidity of £10m, defined as cash plus
undrawn facilities.
All figures in £000's Q1 2025 Q1 2024 FY 2024
(unaudited)
(unaudited)
(audited)
Cash and cash equivalents 13,808 24,164 23,088
Undrawn bank facility 7,250 12,250 11,250
Total liquidity 21,058 36,414 34,338
The undrawn bank facility relates to the RCF facility which was increased from
£20m to £27.5m in FY 2024. At 31 December 2024, £20.25m of the RCF was
drawn (Q1 2024: £7.75m, FY 2024: £16.25m), leaving £7.25m undrawn (Q1 2024:
£12.25, FY 2024: £11.25m).
14. Net debt
Net debt is cash and cash equivalents less loans and borrowings.
All figures in £000's Q1 2025 Q1 2024 FY 2024 (audited)
(unaudited)
(unaudited)
Cash and cash equivalents 13,808 24,164 23,088
Loans and borrowings (excluding lease liabilities) - current (72,269) (8,473) (68,444)
Loans and borrowings (excluding lease liabilities) - non-current - (73,220) -
Net debt excluding lease liabilities (58,461) (57,529) (45,356)
Lease liabilities - current (1,173) (10,209) (789)
Lease liabilities - non-current (2,401) (6,812) (2,837)
Net debt (62,035) (74,550) (48,982)
The above figures exclude loans and borrowings of £18,561,000 at 31 December
2024 (31 December 2023: £nil; 30 September 2024: £22,314,000) relating to
the Genetics business and included in liabilities held for sale in note 10.
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