REG - Benchmark Hlgs PLC - Q4 Results
12/12/2024 07:15
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RNS Number : 8399P Benchmark Holdings PLC 12 December 2024
12 December 2024
Benchmark Holdings plc
("Benchmark", the "Company" or the "Group")
Q4 Results
(3 months ended 30 September 2024)
Resilient performance in a period of trading headwinds and change
Business areas well positioned for future development
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 3
months ended 30 September 2024 (the "period"). All Q4 FY24 and Q4 FY23 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 2024 which can be found
on https://www.benchmarkplc.com/investors
(https://protect.checkpoint.com/v2/___https:/www.benchmarkplc.com/investors___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpiY2I5M2JmZTMyZjA4ZDNjMjNmYTFjY2QyMDdiMjRkZTo2OjBhYzI6MWZlOTk4M2ZiMTU1OTZkMWI2NWJmMjNmNmRmOTVkMjFkYThlY2E3NzEwMTJmZThiODBlNWUwNjU3ZDQ1MzRiMTpwOkY6Tg)
The Genetics business which is the subject of a post period end disposal has
been treated as held for sale and discontinued in this statement and in the
Annual Report. The 2024 results for Genetics have been included in the
narrative below to enable our shareholders to evaluate the performance and
development of the group as a whole before this disposal took place
Q4 FY24 Financial highlights
· Total Revenues (continuing and discontinued) operations of
£36.8m, 1% ahead of the prior year (+7% at constant exchange rate (CER)):
· Advanced Nutrition - strong performance against a backdrop of
challenging conditions in the global shrimp markets; revenues were 9% above
the prior year (+17% CER)
· Health - revenues were 66% below Q4 FY23 reflecting pause in
Ectosan® Vet and CleanTreat® activities following decommissioning of the two
CleanTreat® systems transitioning away from capital intensive model
· Genetics (discontinued) - Revenues were 2% above Q4 FY23 (+7% CER) as
the early harvest of the Spring 23 generation offset lower salmon egg volumes
sold
· Revenue from continuing operations £19.6m, 1% below the prior
year (+6% CER)
· Total Adjusted EBITDA (continuing and discontinued operations)
excluding fair value movements from biological assets £6.9m (Q4 FY23: £8.9m)
driven by lower gross margin in Advanced Nutrition and to a lesser extent in
Genetics, partially offset by reduced adjusted EBITDA loss in Health and lower
operating costs
· Adjusted EBITDA from continuing operations of £1.6m, 20% above
the prior year
· Cash and cash equivalents of £15.2m and available liquidity of
£26.5m as at 11 December 2024
Operational highlights
· Resilient operations in Advanced Nutrition mitigates market
headwinds and periodic headwinds in product mix
· Genetics business with steady performance paving ground for
further value creation
· Financial discipline across the Group maintained
· Business well position for future development
Current trading and outlook
Advanced Nutrition
· Soft start to the year with unchanged conditions in the shrimp
market.
· Expect improvement through the year and recovery in gross margin
underpinned by higher quality of Artemia harvest.
· Actions taken over the past years to strengthen our commercial
effort, broaden the product portfolio and increase operational efficiency,
mitigate the impact of market cyclicality and position the business to deliver
growth and improved profitability in the short and medium term.
Health
· Health has had a good start of the year. Our established sea
lice treatment Salmosan® Vet is well positioned in customers' toolkit to
tackle sea lice which continues to be a critical issue for the industry.
· With a reduced cost base Health is expected to deliver stable
profitability. At the same time, we will continue to work with customers to
develop an optimal model for Ectosan® Vet and CleanTreat® based on customer
owned infrastructure representing future upside.
Group
· Focus on simplifying and streamlining the Group structure which
is expected to result in significant cost savings.
· Effort will commence upon completion of the disposal of
Genetics, taking into consideration the Company's commitments under the
Transition Services Agreement which has an expected duration of [three to six
months].
Financial Summary
£m Q4 FY24 Q4 FY23 % AER % CER(**) FY24 FY23
restated(*) (full year) restated(*)
Revenue from continuing operations 19.6 19.7 -1% +6% 90.4 104.0
Total Revenue (continuing and discontinued) 36.8 36.6 +1% +7% 147.7 169.7
Adjusted
Adjusted EBITDA(1) from continuing operations 1.6 1.3 +20% +11% 11.9 17.0
Total Adj. EBITDA excluding fair value movements from biological assets 6.9 8.9 -22% -19% 28.9 34.3
(continuing and discontinued)
Statutory
Operating loss from continuing operations (20.8) (6.8) -205% -210% (35.5) (17.5)
Loss before tax from continuing operations (25.1) (10.9) -131% -134% (45.9) (24.7)
Loss for the period including discontinued operations (20.4) (13.5) -51% -52% (39.1) (21.6)
Basic loss per share (p) (2.78) (1.90) (5.34) (3.16)
Net debt(2) (49.0) (65.5) (49.0) (65.5)
* 2023 numbers have been restated to reflect the results of the Genetics
business being classified as discontinued operations in FY24 in line with IFRS
5 following the decision to sell the business area (see note 5).
** Constant exchange rate (CER) figures derived by retranslating current year
figures using previous year's foreign exchange rates.
(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and
amortisation and impairment), before exceptional items including acquisition
and disposal related expenditure.
(2) Net debt is cash and cash equivalents less loans and borrowings, with FY24
figures stated after transferring £22.3m into assets and liabilities held for
sale.
Business Area Summary*
£m Q4 FY24 Q4 FY23 % AER % CER(**) FY24 FY23
restated (full year) restated
Revenue
Advanced Nutrition 18.7 17.1 +9% +17% 75.9 78.5
Genetics (discontinued) 17.2 16.9 +2% +7% 57.4 65.8
Health 0.9 2.6 -66% -64% 14.5 25.5
Adjusted EBITDA(1)
Advanced Nutrition 2.7 3.5 -23% -24% 14.4 18.4
Genetics (discontinued) 5.7 5.1 +12% +19% 14.8 14.4
- Net of fair value movements in biological assets 5.4 6.9 -22% -17% 15.1 14.5
Health (0.2) (0.9) +76% +71% 2.1 4.8
* 2023 numbers have been restated to reflect the results of the Genetics
business being classified as discontinued operations in FY24 in line with IFRS
5 following the decision to sell the business area (see note 5).
** Constant exchange rate (CER) figures derived by retranslating current
year figures using previous year's foreign exchange rates
(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and
amortisation and impairment), before exceptional items including acquisition
and disposal related expenditure.
Enquiries
For further information, please contact:
Benchmark Holdings plc benchmark@mhpgroup.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 Tel: 07890 952 661
Katie Hunt, Reg Hoare, Samuel Garner
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 which improve yield, growth and animal health and welfare. Through a
global footprint in 25 countries and a broad portfolio of products and
solutions, Benchmark serves the major aquaculture markets around the world.
Find out more at www.benchmarkplc.com
Management Report
Benchmark's Q4 FY24 financial results reflect a resilient performance in
difficult conditions in Advanced Nutrition and Genetics, with financial
discipline across the Group, offset by lower margins primarily due to adverse
shrimp markets and lower revenue in Health, having transitioned away from the
capital intensive model for Ectosan® Vet and CleanTreat®.
Total Group revenues continuing and discontinued operations was £36.8m, 1%
ahead of the prior year and 7% ahead in constant currency (CER). Operating
costs (continued and discontinuing) were £7.1m, 35% below the prior year (Q4
FY23: £11.0m) due to restructuring actions across the Group and no bonuses
being payable as targets were not reached. Total R&D expenses were £1.3m,
23% below the prior year (Q4 FY23: £1.6m) with all business areas
contributing to the reduction.
Revenues from continuing operations was £19.6m, marginally below the prior
year but 6% ahead in constant currency driven by an increase in Advanced
Nutrition offset by lower Health sales while Ectosan® Vet and CleanTreat®
sales are paused. Gross profit was £7.4m, 31% below Q4 FY23 with most of
the reduction due to lower margins in Advanced Nutrition in a difficult
market.
Total Adjusted EBITDA (continuing and discontinued operations) excluding fair
value movements in biological assets was £6.9m (Q4 FY23 £8.9m). Adjusted
EBITDA from continuing operations for the quarter was £1.6m, a 20% increase
over the prior year driven by an improvement in Health as a result of the
restructuring partially offset by Advanced Nutrition and lower operating costs
as noted above.
Advanced Nutrition
Q4 FY24 revenues in Advanced Nutrition were £18.7m, 9% (17% CER) above the
prior year (Q4 FY23: £17.1m) despite weak shrimp markets. By product
segment, revenue from Artemia was £9.0m (Q4 FY23: £7.0m) followed by Diets
£8.0m (Q4 FY23: £8.0m) and Health £1.7m (Q4 FY23: £2.1m). Gross profit
margin of 38% (Q4 FY23: 59%) was impacted by unfavourable product mix and low
Artemia prices experienced in the market.
Adjusted EBITDA of £2.7m was 23% lower than the prior year (Q4 FY23: £3.5m)
primarily due to the lower gross margin from unfavourable product mix offset
by lower operating costs. Operating costs of £3.9m were 34% down Q4 FY24
(down 30% CER) reflecting restructuring actions, cost control and no bonuses
in the year. R&D expenses totalled £0.6m (Q4 FY23: £0.7m). The Adjusted
EBITDA margin was 14% (Q4 FY23: 20%).
Despite the comparatively soft performance against last year, the continued
commercial focus and efficiencies implemented in FY24 together with our
ongoing innovation efforts leaves us confident that our Advanced Nutrition
business will emerge stronger from a period of weakness in the shrimp market.
Our innovation efforts led to the development of a new model to deliver
probiotics in shrimp farming updated for the automation used in the more
developed markets and the launch of a new shrimp diet applying new production
technology which increases feed stability and performance.
Health
Following the restructuring and decommissioning of the CleanTreat® units in
the year, performance in Q4 reflects sales of Salmosan Vet and a significantly
reduced cost base. Sales of Salmosan® Vet in the period were £0.9m, 18%
behind prior year (Q4 FY23: £1.1m). Revenues in the period were £0.9m (Q4
FY23: £2.6m). Adjusted EBITDA was a loss of £0.2m (Q4 FY23: £0.9m).
Operating costs were 74% below the prior year at £0.4m (Q4 FY23: £1.4m).
Genetics (discontinued)
Revenues in the period were £17.2m, 2% ahead of prior year (Q4
FY23: £16.9m) (+7% CER). Whilst salmon egg volume of 77 million was 7
million lower than the prior year resulting in a £0.7m revenue shortfall, the
shift in direct egg sales to indirect sales through the Group's JV in Norway
of 5 million eggs (Q4 FY23: nil), means that the shortfall against prior year
egg volumes is actually 2 million eggs. Sales made by the JV are not included
in the groups revenues, but are included by the group as a share of profits of
equity accounted investees in Adjusted EBITDA. Harvest revenues were £1.2m
higher than the prior year due to early harvest of the Spring 23 generation.
Lumpfish sales of £0.7m (Q4 FY23: £1.3m) were £0.6m lower than prior year
due to lower demand from Icelandic customers and shrimp revenues at £0.4m
were £0.1m ahead of prior year (Q4 FY23: £0.3m) as we continue to work on
the development of the next generation of products.
Adjusted EBITDA was £5.7m, was 12% (19% CER) up on prior year (Q4 FY23:
£5.1m). Adjusted EBITDA excluding the fair value movements from biological
assets was £5.4m, 22% behind prior year (Q4 FY23: £6.9m) due to a lower
increase in biological assets due to lower production volumes in the year. The
Adjusted EBITDA margin excluding biological asset movements decreased to 31%
(Q4 FY23:41%).
In Chile, our main growth vector in Genetics, revenues were in line with prior
year at £0.3m and the Adjusted EBITDA loss was significantly reduced to
£0.3m (Q4 FY23: loss of £0.8m) due to higher recognition of biological
assets on increased sales volumes.
By species, despite lower egg sales, salmon delivered a creditable performance
with Adjusted EBITDA of £5.9m (Q4 FY23: £6.3m) and after fair value
movements of £5.6m (Q4 FY23: 8.1m). In shrimp, higher revenues and cost
savings resulting from our restructuring programme led to an improved Adjusted
EBITDA loss of £0.4m (Q4 FY23: loss of £0.9m).
Finance costs, cashflow and net debt
Net finance cost for the quarter for continuing operations was £4.3m,
slightly above the prior year (Q4 FY23 restated: £4.1m). Interest charges
in the quarter were £2.3m, (Q4 FY23 restated: £2.8m), with higher interest
on higher borrowings offset by accounting adjustments in relation to the
interest portion of hedge accounting. Foreign exchange movements in the
period led to a net foreign exchange loss of £1.8m compared to a gain of
£0.3m in Q4 FY23 (restated). Ineffective portion of cashflow hedges was a
charge of £0.2m (Q4 FY23 (restated): £1.5 charge).
Net cashflow generated from operating activities was £4.8m (Q4 FY23: £8.8m)
with the fall caused by the result for the period as outlined above. Cashflows
from investing activities was an outflow of £0.7m (Q4 FY23: £2.0m) with
lower capex in the period and higher proceeds from sale of fixed assets.
Cash flows from financing activities was an increase of £2.5m (Q4 FY23:
£4.4m reduction) due to drawings of £6.0m against the RCF in the period
offsetting interest and lease payments. The total increase in cash of £6.6m
in the period (Q4 FY23: £2.4m) left group cash balances at the end of the
quarter of £23.1m (Q4 FY23: £36.5m) and net debt of £49.0m (Q4 FY23:
£65.5m), after transfer of £22.3m into liabilities held for sale for
Genetics in FY24.
Current trading and outlook (continuing activities)
The start of the year has been soft In Advanced Nutrition with conditions in
the shrimp market remaining unchanged. However, we expect improvement through
the year and a recovery in the gross margin, which in 2024 was affected by the
product mix due in part to the nature of the 2023/24 Artemia harvest. We are
confident that the actions taken over the past three years to strengthen our
commercial effort, broaden our product portfolio and increase operational
efficiency, mitigate the impact of market cyclicality and position us to
deliver growth and improved profitability in the short and medium term.
Health has had a good start of the year. Our established sea lice treatment
Salmosan® Vet is well positioned in customers' toolkit to tackle sea lice
which continues to be a critical issue for the industry. With a reduced cost
base our Health business is expected to deliver stable profitability going
forward. At the same time, we will continue to work with customers to develop
a viable model for Ectosan® Vet and CleanTreat® based on customer owned
infrastructure.
For the Group as a whole the focus will be on simplifying and streamlining the
Group structure which is expected to result in significant cost savings. This
effort will commence upon completion of the disposal of Genetics, taking into
consideration the Company's commitments under the Transition Services
Agreement which has an expected duration of [three to six months]. We
therefore anticipate the streamlining exercise to be complete by the end of
FY25 with the benefits from the cost savings to come through in full
Consolidated Income Statement for the period ended 30 September 2024
All figures in £000's Notes Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Revenue 4 19,614 19,734 90,365 103,963
Cost of sales (12,257) (9,057) (46,418) (47,879)
Gross profit 7,357 10,677 43,947 56,084
Research and development costs (597) (763) (2,443) (2,350)
Other operating costs (5,204) (8,617) (29,582) (36,753)
Adjusted EBITDA² 1,556 1,297 11,922 16,981
Exceptional - restructuring, acquisition and disposal related items 6 (1,920) (686) (5,581) (3,904)
EBITDA¹ (364) 611 6,341 13,077
Depreciation and impairment (969) (3,586) (10,949) (14,010)
Amortisation and impairment (19,473) (3,838) (30,891) (16,601)
Operating loss (20,806) (6,813) (35,499) (17,534)
Finance cost 7 (6,837) (5,617) (14,209) (13,342)
Finance income 7 2,511 1,560 3,783 6,177
Loss before taxation (25,132) (10,870) (45,925) (24,699)
Tax on loss 8 1,478 (276) 1,646 1,223
Loss from continuing operations (23,654) (11,146) (44,279) (23,476)
Discontinued operations
Profit/(loss) from discontinued operations, net of tax 5 3,254 (2,397) 5,159 1,912
(20,400) (13,543) (39,120) (21,564)
Loss for the year attributable to:
- Owners of the parent (20,602) (13,853) (39,464) (23,146)
- Non-controlling interest 202 310 344 1,582
(20,400) (13,543) (39,120) (21,564)
Earnings per share
Basic loss per share (pence) 9 (2.78) (1.90) (5.34) (3.16)
Diluted loss per share (pence) 9 (2.78) (1.90) (5.34) (3.16)
Earnings per share - continuing operations
Basic loss per share (pence) 9 (3.20) (1.53) (5.99) (3.21)
Diluted loss per share (pence) 9 (3.20) (1.53) (5.99) (3.21)
Adjusted EBITDA from continuing operations 1,556 1,297 11,922 16,981
Adjusted EBITDA from discontinued operations 5,724 5,793 16,698 17,257
Total Adjusted EBITDA 7,280 7,090 28,620 34,238
1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and
impairment
2 Adjusted EBITDA - EBITDA before exceptional items including acquisition
related items
* Q4 2023 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 are (see Note 5).
The accompanying notes are an integral part of this consolidated financial
information.
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated
(audited)
Restated
(unaudited)
(audited)
Loss for the period (20,400) (13,543) (39,120) (21,564)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign exchange translation differences (9,040) 11,691 (20,528) (23,475)
Cash flow hedges - changes in fair value (1,861) 773 (3,505) (2,123)
Cash flow hedges - reclassified to profit or loss 1,549 (1,501) 2,687 2,623
Total comprehensive income for the period (29,752) (2,580) (60,466) (44,539)
Total comprehensive income for the period attributable to:
- Owners of the parent (29,653) (3,154) (60,259) (45,404)
- Non-controlling interest (99) 574 (207) 865
(29,752) (2,580) (60,466) (44,539)
Total comprehensive income for the period attributable to owners of the
parent:
- Continuing operations (27,271) (6,544) (54,122) (37,966)
- Discontinued operations* (2,382) 3,390 (6,137) (7,438)
(29,653) (3,154) (60,259) (45,404)
*Total comprehensive income for the period relating to discontinued operations
for Q4 2024 includes the profit of £3,253,000 (Q4 2023: loss £2,397,000) and
foreign exchange loss of £5,636,000 (Q4 2023: gain £5,787,000). FY24
includes the profit of £5,159,000 (2023: £1,912,000) and foreign exchange
loss of £11,296,000 (2023: £9,351,000).
The accompanying notes are an integral part of this consolidated financial
information.
Consolidated Balance Sheet as at 30 September 2024
30 September 2024 30 September 2023
All figures in £000's Notes (audited) (audited)
Assets
Property, plant and equipment 10,107 73,411
Right-of-use assets 4,052 19,804
Intangible assets 115,527 206,077
Equity-accounted investees 2,315 3,558
Other investments - 14
Biological and agricultural assets - 18,406
Non-current assets 132,001 321,270
Inventories 23,674 25,269
Biological and agricultural assets - 27,586
Corporation tax asset 347 -
Trade and other receivables 42,539 59,795
Cash and cash equivalents 23,088 36,525
89,648 149,175
Assets held for sale 10 163,252 850
Current assets 252,900 150,025
Total assets 384,901 471,295
Liabilities
Trade and other payables (30,102) (47,329)
Loans and borrowings 11 (69,233) (20,045)
Corporation tax liability - (6,422)
Provisions (233) (1,280)
(99,568) (75,076)
Liabilities directly associated with the assets held for sale 10 (46,697) -
Current liabilities (146,265) (75,076)
Loans and borrowings 11 (2,837) (81,954)
Other payables (1,607) (6,842)
Deferred tax (9,923) (24,106)
Provisions - (700)
Non-current liabilities (14,367) (113,602)
Total liabilities (160,632) (188,678)
Net assets 224,269 282,617
Issued capital and reserves attributable to owners of the parent
Share capital 12 740 739
Additional paid-in share capital 12 37,490 37,428
Capital redemption reserve 5 5
Retained earnings 146,080 183,489
Hedging reserve (1,021) (203)
Foreign exchange reserve 34,970 54,947
Equity attributable to owners of the parent 218,264 276,405
Non-controlling interest 6,005 6,212
Total equity and reserves 224,269 282,617
The accompanying notes are an integral part of this consolidated financial
information.
Consolidated Statement of Changes in Equity for the period ended 30 September
2024
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 2022 (audited) 704 420,824 77,710 (703) (185,136) 313,399 9,886 323,285
Comprehensive income/(loss) for the period
(Loss)/profit for the year - - - - (23,146) (23,146) 1,582 (21,564)
Other comprehensive income - - (22,758) 500 - (22,258) (717) (22,975)
Total comprehensive income for the year - - (22,758) 500 (23,146) (45,404) 865 (44,539)
Contributions by and distributions to owners
Share issue 35 12,985 - - - 13,020 - 13,020
Share issue costs recognised through equity - (2,146) - - - (2,146) - (2,146)
Cancellation of part of share premium account - (394,235) 394,235 -
Share-based payment - - - - 1,006 1,006 - 1,006
Total contributions by and distributions to owners 35 (383,396) - - 395,241 11,880 - 11,880
Changes in ownership
Acquisition of NCI - - - - (3,470) (3,470) (4,539) (8,009)
Total changes in ownership interests - - - - (3,470) (3,470) (4,539) (8,009)
Total transactions with owners of the Company 35 (383,396) - - 391,771 8,410 (4,539) 3,871
As at 30 September 2023 (unaudited) 739 37,428 54,952 (203) 183,489 276,405 6,212 282,617
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 30 September 2024
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
(unaudited)
(audited)
(audited)
Cash flows from operating activities
Loss for the period (20,400) (13,543) (39,120) (21,564)
Adjustments for:
Depreciation and impairment of property, plant and equipment 1,399 2,090 9,319 8,453
Depreciation and impairment of right-of-use assets 1,070 2,755 7,001 10,260
Amortisation and impairment of intangible fixed assets 19,900 4,265 32,529 18,495
Profit on sale of property, plant and equipment (85) (85) (416) (121)
Loss on sale of discontinued operation - 3,774 - 3,774
Finance income (78) (154) (430) (2,802)
Finance costs 2,985 4,909 11,293 10,535
Profit on disposal of investments in joint ventures - - (42) -
Share of (profit)/loss of equity-accounted investees, net of tax (118) 33 (1,288) 32
Foreign exchange loss/(gain) 1,163 629 1,179 (1,814)
Share-based payment expense 596 172 2,054 1,005
Tax (credit)/charge (944) 1,958 495 3,365
Increase in trade and other receivables (7,239) (10,342) (1,136) (6,570)
(Increase)/decrease in inventories (148) 628 89 2,877
Decrease/(increase) in biological and agricultural assets 486 (1,256) (718) (1,659)
Increase/(decrease) in trade and other payables 8,397 14,771 (9,974) 3,909
(Decrease)/increase in provisions (1,173) 406 (2,012) 386
5,811 11,010 8,823 28,561
Income taxes paid (1,002) (2,221) (6,819) (8,556)
Net cash flows generated from operating activities 4,809 8,789 2,004 20,005
Investing activities
Acquisition of subsidiaries - - - (48)
Proceeds/(purchase) of investments in associates 16 (199) (209) (558)
Receipts from disposal of subsidiaries, joint ventures, and other investments - - 37 1,250
Purchases of property, plant and equipment (1,111) (1,782) (3,509) (5,953)
Proceeds from sales of intangible assets 31 - 32 -
Purchase of intangibles (113) (76) (269) (196)
Capitalised research and development costs - (252) (149) (632)
Proceeds from sale of fixed assets 400 128 804 227
Cash receipts from swap contracts - 11 - 11
Interest received 78 158 430 627
Net cash flows used in investing activities (699) (2,012) (2,832) (5,272)
Financing activities
Proceeds of share issues - - - 13,000
Proceeds from exercise of share options - - 63 20
Share-issue costs recognised through equity - - - (2,146)
Acquisition of minority interests in subsidiaries - - - (8,009)
Proceeds from bank or other borrowings, net of borrowing fees 6,000 1,022 8,196 21,847
Repayment of bank or other borrowings (372) (943) (1,990) (18,470)
Interest and finance charges paid (2,194) (2,395) (9,119) (9,131)
Repayments of lease liabilities (937) (2,089) (8,121) (9,438)
Net cash used in financing activities 2,497 (4,405) (10,971) (12,327)
Net increase/(decrease) in cash and cash equivalents 6,607 2,372 (11,799) 2,406
Cash and cash equivalents at beginning of period 16,984 32,858 36,525 36,399
Effect of movements in exchange rate (503) 1,295 (1,638) (2,280)
Cash and cash equivalents at end of period 23,088 36,525 23,088 36,525
The accompanying notes are an integral part of this consolidated financial
information
Unaudited notes to the quarterly financial statements for the period ended 30
September 2023
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 year ended 30 September 2024 comprises those of the Company and
its subsidiaries (together referred to as the 'Group').
These consolidated quarterly financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006 and are
unaudited. These financial statements do not include all the information
required for a complete set of IFRS financial statements. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's financial
position and performance since the last annual financial statements. The
Group's last annual statutory financial statements as at and for the year
ended 30 September 2023 were prepared in accordance with (i) UK-adopted
International Accounting Standards and (ii) IFRS adopted pursuant to
Regulation (EC) No. 1606/2002 as it applied in the European Union ("Adopted
IFRS") and are available from the Company's website at www.benchmarkplc.com
(https://protect.checkpoint.com/v2/___http:/www.benchmarkplc.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpiY2I5M2JmZTMyZjA4ZDNjMjNmYTFjY2QyMDdiMjRkZTo2OjQ2MWU6ZDFiNzY0NWIyZTYxYTg0ZWQ3YmViMzdlMTA5ZTI3OGJjNDhjMTU1ZGU5MTcwYjkwODg3ZDNkOTM2Y2EwYzI5YjpwOkY6Tg)
.
The prior year comparatives are derived from audited financial information for
Benchmark Holdings PLC Group as set out in the Annual Report and Accounts for
the year ended 30 September 2023 and the unaudited financial information in
the Quarterly Financial Report for the year ended 30 September 2023. The
comparative figures for the financial year ended 30 September 2023 are not the
Company's statutory accounts for that financial year. Those accounts were
approved by the Directors on 29 November 2023 and have been delivered to the
Registrar of Companies. The audit report received on those accounts was (i)
unqualified and (ii) did not contain a statement under section 498(2) or (3)
of the Companies Act 2006.
Statement of Compliance
These consolidated quarterly financial statements have been prepared and
approved by the Directors in accordance with UK and EU adopted IAS 34 'Interim
Financial Reporting'. These financial statements do not include all of the
information required for the full annual financial statements and should be
read in conjunction with the Group's last annual consolidated financial
statements as at and for the year ended 30 September 2024. These consolidated
quarterly financial statements were approved by the Board of Directors on 12
December 2024.
Going concern
As at 30 September 2024 the Group had net assets of £224.3m (30 September
2023: £282.6m), including cash of £23.1m (30 September 2023: £36.5m) as set
out in the consolidated balance sheet. The Group made a total loss for the
period of £39.1m (year ended 30 September 2023: loss £21.6m).
The group meets its day-to-day working capital requirements using a green bond
and RCF together with cash. During the 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 remains unaltered, ending on 27 June
2025. Furthermore, the Group's unsecured NOK 750m bond is due to expire within
the next year in September 2025. The bond and RCF are subject to covenants
that are tested quarterly.
As described in note 16, on 25 November, an agreement was signed to sell the
whole Genetics business for consideration of up to £260m, with £230m
received up front and up to £30m earnout receivable in three years.
Completion of the sale is subject to shareholder approval and anti-trust
clearances which are expected to be received within three months. If and when
the sale completes, the proceeds will be used to repay debt and the directors
will then consider the ongoing needs of the remaining business to ensure that
adequate operational liquidity is available for the continuing business 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. On the basis that
the sale of Genetics does not complete, the Directors have reviewed forecasts
and cash flow projections for a period of 12 months (the going concern
assessment period) 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 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
Unaudited notes to the quarterly financial statements for the period ended 30
September 2023
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.
1. Basis of preparation (continued)
As a fallback position in the event that the sale of Genetics does not
complete, a revised forecast (including the severe but plausible downside
sensitivities) has been put together showing that the group would require a
refinancing of its existing facilities, with the RCF expiring on 31 March and
27 June 2025 and the green bond expiring in September 2025, together with
additional funding of up to £30m from combination of an equity raise and
additional debt facilities. Under those forecasts, the Group will remain
compliant with covenants through the going concern assessment period. The
Directors are confident that the existing facilities due to expire within the
next year can be renewed or replaced before expiry with the trading platform
showing resilience to market conditions and other challenges presented during
FY24 and relationships with finance providers and key shareholders strong.
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 in the next 12 months before expiry on 31 March 2025 alongside
additional funding being secured through a combination of an additional debt
facilities and the completion of an equity raise, the requirement for either
the sale of the Genetics business to complete or the ongoing financing to be
secured 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 FY23 have been restated.
3. Segment information (continued)
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.
Reconciliations of segmental information to IFRS measures
Segmental Revenue
All figures in £000's Notes Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
(unaudited)
(audited)
(audited)
Genetics 17,212 16,884 57,385 65,791
Advanced Nutrition 18,720 17,111 75,918 78,503
Health 898 2,643 14,525 25,514
Corporate 287 1,448 4,040 5,747
Inter-segment sales (303) (1,472) (4,142) (5,811)
Total 36,814 36,614 147,726 169,744
Discontinued operations 5 (17,200) (16,880) (57,361) (65,781)
Continuing operations 19,614 19,734 90,365 103,963
These numbers do not tie into the Genetics results in note 3 due intercompany
sales that relate to the rest of the group and have been deemed to be
continuing, being Q4 2024: £12,000 (Q4 2023: £4,000), FY 2024: £25,000 (FY
2023: £10,000).
Segmental Adjusted EBITDA
All figures in £000's Notes Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
(unaudited)
(audited)
(audited)
Genetics 5,705 5,073 14,828 14,409
Advanced Nutrition 2,700 3,483 14,373 18,374
Health (201) (853) 2,055 4,772
Corporate (924) (613) (2,636) (3,317)
Total 7,280 7,090 28,620 34,238
Discontinued operations 5 (5,724) (5,793) (16,698) (17,257)
Continuing operations 1,556 1,297 11,922 16,981
These numbers do not tie into the Genetics results in note 3 due intercompany
transactions that relate to the rest of the group and have been deemed to be
continuing, being Q4 2024: £19,000 (Q4 2023: £719,000), FY 2024: £1,868,000
(FY 2023: £2,848,000).
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before
taxation
All figures in £000's Notes Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
(unaudited)
(audited)
(audited)
Total reportable segment Adjusted EBITDA 8,204 7,703 31,256 37,555
Corporate Adjusted EBITDA (924) (613) (2,636) (3,317)
Adjusted EBITDA 7,280 7,090 28,620 34,238
Exceptional - restructuring, acquisition and disposal related items (2,316) (4,599) (7,381) (7,817)
Depreciation and impairment (2,469) (4,845) (16,320) (18,713)
Amortisation and impairment (19,899) (4,265) (32,529) (18,495)
Net finance costs (3,941) (4,966) (11,015) (7,412)
Total loss before taxation (21,345) (11,585) (38,625) (18,199)
Discontinued operations 5 (3,787) 715 (7,300) (6,500)
Continuing operations (25,132) (10,870) (45,925) (24,699)
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 30 September 2024 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 16,311 18,716 898 - - 35,925 16,311 19,614
Provision of services 889 - - - - 889 889 -
Inter-segment sales 12 4 - 287 (303) - - -
17,212 18,720 898 287 (303) 36,814 17,200 19,614
3 months ended 30 September 2023 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 15,645 17,091 1,885 - - 34,621 15,645 18,976
Provision of services 1,235 - 758 - - 1,993 1,235 758
Inter-segment sales 4 20 - 1,448 (1,472) - - -
16,884 17,111 2,643 1,448 (1,472) 36,614 16,880 19,734
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 14,526 4,040 (4,142) 147,726 57,361 90,365
12 months ended 30 September 2023 (audited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Sale of goods 61,372 78,449 17,707 - - 157,528 61,371 96,157
Provision of services 4,409 - 7,807 - - 12,216 4,410 7,806
Inter-segment sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 65,781 103,963
4. Revenue (continued)
Primary geographical markets
3 months ended 30 September 2024 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 9,381 174 584 - - 10,139 9,381 758
Vietnam 2 3,790 - - - 3,792 2 3,790
Iceland 2,445 - 56 - - 2,501 2,445 56
Turkey 98 1,896 - - - 1,994 98 1,896
Indonesia 123 1,704 - - - 1,827 123 1,704
Ecuador - 1,586 - - - 1,586 - 1,586
United Kingdom 1,364 18 13 - - 1,395 1,364 31
Faroe Islands 1,271 - 108 - - 1,379 1,271 108
India 5 1,221 - - - 1,226 5 1,221
China 221 991 - - - 1,212 221 991
Greece - 1,191 - - - 1,191 - 1,191
Canada 840 - 6 - - 846 840 6
Chile 321 - 130 - - 451 321 130
Rest of Europe 669 1,055 - - - 1,724 669 1,055
Rest of World 460 5,090 - - - 5,550 460 5,090
Inter-segment sales 12 4 - 287 (303) - - -
17,212 18,720 897 287 (303) 36,813 17,200 19,613
3 months ended 30 September 2023 (unaudited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 8,753 206 1,989 - - 10,948 8,753 2,195
Vietnam - 517 - - - 517 - 517
Iceland 3,205 - - - - 3,205 3,205 -
Turkey 37 1,068 - - - 1,105 37 1,068
Indonesia 201 1,284 - - - 1,485 201 1,284
Ecuador - 1,749 - - - 1,749 - 1,749
United Kingdom 1,623 32 42 - - 1,697 1,623 74
Faroe Islands 1,172 - 254 - - 1,426 1,172 254
India - 2,047 - - - 2,047 - 2,047
China 106 477 - - - 583 106 477
Greece - 790 - - - 790 - 790
Canada 879 23 - - - 902 879 23
Chile 359 - 358 - - 717 359 358
Rest of Europe 321 749 - - - 1,070 321 749
Rest of World 224 8,149 - - - 8,373 224 8,149
Inter-segment sales 4 20 - 1,448 (1,472) - -
16,884 17,111 2,643 1,448 (1,472) 36,614 16,880 19,734
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
Vietnam 14 10,536 - - - 10,550 14 10,536
Iceland 7,118 - 113 - - 7,231 7,118 113
Turkey 107 7,197 - - - 7,304 107 7,197
Indonesia 391 4,993 - - - 5,384 391 4,993
Ecuador 40 6,203 - - - 6,243 40 6,203
United Kingdom 3,436 59 316 - - 3,811 3,436 375
Faroe Islands 5,282 - 1,027 - - 6,309 5,282 1,027
India 5 9,286 - - - 9,291 5 9,286
China 610 3,156 - - - 3,766 610 3,156
Greece - 6,642 - - - 6,642 - 6,642
Canada 1,553 69 2,828 - - 4,450 1,553 2,897
Chile 3,678 - 1,499 - - 5,177 3,678 1,499
Rest of Europe 1,595 5,108 (1) - - 6,702 1,595 5,107
Rest of World 1,729 21,533 1 - - 23,263 1,729 21,534
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
12 months ended 30 September 2023 (audited)
All figures in £000's Genetics Advanced Nutrition Health Corporate Inter-segment sales Total Discontinued Continuing
Norway 39,008 899 19,596 - - 59,503 39,008 20,495
Vietnam - 11,087 - - - 11,087 - 11,087
Iceland 7,343 - - - - 7,343 7,343 -
Turkey 93 7,009 - - - 7,102 93 7,009
Indonesia 637 4,099 - - - 4,736 637 4,099
Ecuador 38 7,257 - - - 7,295 38 7,257
United Kingdom 3,957 85 177 - - 4,219 3,957 262
Faroe Islands 6,160 - 718 - - 6,878 6,160 718
India - 9,743 - - - 9,743 - 9,743
China 327 4,502 - - - 4,829 327 4,502
Greece - 6,759 - - - 6,759 - 6,759
Canada 3,071 96 4,032 - - 7,199 3,071 4,128
Chile 1,824 12 991 - - 2,827 1,824 1,003
Rest of Europe 1,470 4,879 - - - 6,349 1,470 4,879
Rest of World 1,853 22,022 - - - 23,875 1,853 22,022
Inter-segment sales 10 54 - 5,747 (5,811) - - -
65,791 78,503 25,514 5,747 (5,811) 169,744 65,781 103,963
5. Discontinued activities
On 22 January 2024, the Board announced the decision to undertake a formal
review of the Group's strategic options including
the exploration of a potential sale of the Group as a whole or of one or more
business units, should any attractive offers be made
by potential bidders. As at 30 September, the Board assessed that a deal for
the sale of the Genetics business was reaching an
advanced stage and that a sale of the business area was highly probable. The
circumstances at the year end were such that the
conditions outlined within IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations for treatment as 'Held for Sale' and
'Discontinued Operations' were met, and this has been reflected in the
financial statements.
In the prior year, the group divested its Tilapia business, which was also in
the Genetics business area, for consideration of USD 1 in a management buy
out. Consequently, these operations were already classified as discontinued in
the prior year.
Summary of restatement of FY23 results as reported in FY23 financial
statements
Continuing operations Discontinued operations
All figures in £000's Revenue Adjusted EBITDA Loss from continuing operations Loss from discontinued operations
As stated in financial year 2023 financial statements 169,476 35,492 (16,059) (5,505)
Reclassified Q1 (21,365) (3,631) (1,791) 1,791
Restated Q1 2023 financial statements 148,111 31,861 (17,850) (3,714)
Reclassified Q2 (12,910) (4,328) (1,121) 1,121
Restated Q2 2023 financial statements 135,201 27,533 (18,971) (2,593)
Reclassified Q3 (14,380) (4,422) (2,565) 2,565
Restated Q3 2023 financial statements 120,821 23,111 (21,536) (28)
Reclassified in Q4 (16,858) (6,130) (1,940) 1,940
Restated Q4 2023 financial statements 103,963 16,981 (23,476) 1,912
Results from discontinued operations Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
£000 £000 £000 £000
Revenue 17,200 16,880 57,361 65,781
Cost of sales (9,048) (7,834) (30,931) (35,820)
Gross profit 8,152 9,046 26,430 29,961
Research and development costs (654) (871) (3,276) (3,778)
Other operating costs (1,892) (2,349) (7,744) (8,894)
Share of profit of equity-accounted investees, net of tax 118 (33) 1,288 (32)
Adjusted EBITDA 5,724 5,793 16,698 17,257
Exceptional - restructuring, acquisition and disposal related items (396) (3,913) (1,800) (3,913)
EBITDA 5,328 1,880 14,898 13,344
Depreciation and impairment (1,500) (1,259) (5,371) (4,703)
Amortisation and impairment (426) (427) (1,638) (1,894)
Operating loss / Loss before taxation 3,402 194 7,889 6,747
Net finance costs 385 (909) (589) (247)
Loss before taxation 3,787 (715) 7,300 6,500
Tax on loss (533) (1,682) (2,141) (4,588)
Loss from discontinued operations 3,254 (2,397) 5,159 1,912
* 2023 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 are (see Note 5).
These numbers do not tie into the Genetics results in note 3 due intercompany
transactions that relate to the rest of the group and have been deemed to be
continuing, being Q4 2024: £19,000 (Q4 2023: £719,000), FY 2024: £1,868,000
(FY 2023: £2,848,000).
4. Discontinued activities (continued)
Exceptional items within discontinued operations Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
£000 £000 £000 £000
Restructuring costs 396 - 965 -
Other - - 835 -
Loss on disposal of trade and assets - 3,774 - 3,774
Other costs relating to disposals - 139 - 139
Total exceptional recognised 396 3,913 1,800 3,913
* 2023 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 are (see Note 5).
Exceptional costs included in discontinued operations relating to Genetics
include certain costs following the closure of the tilapia
operations in FY23 (£0.4m), (£0.2m) in the quarter, restructuring costs in
relation to the shrimp genetics operations (£0.5m) and costs incurred in
relation to uninsured culling of broodstock and clean-up costs after two
separate isolated ISA incidents (£0.8m), (£0.2m) in the quarter.
Results from discontinued operations by segment
The results from discontinued operations relate solely to the Genetics
operating segment.
5. Exceptional items from continuing operations -
restructuring/acquisition and disposal related items
Items that are material because of their size or nature, are non-recurring and
whose significance is sufficient to warrant separate disclosure and
identification within the consolidated financial statements are referred to as
exceptional items. The separate reporting of exceptional items helps to
provide an understanding of the Group's underlying performance.
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Acquisition related items - 74 158 652
Exceptional restructuring costs 2,027 627 5,682 872
Disposal related items (107) (32) (259) (218)
Costs associated with Oslo listing - 17 - 2,598
Total exceptional items 1,920 686 5,581 3,904
* 2023 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 are (see Note 5).
Acquisition related items comprise fees incurred in both 2024 and 2023 in
connection with an aborted acquisition.
Exceptional restructuring costs include £1,219,000 (2023 £nil) for the
quarter and £4,447,000 for the year (2023: £nil) relating to the formal
review of the Company's strategic options as announced earlier in the year.
The other exceptional restructuring costs of £808,000 (2023: £627,000) in
the quarter and £1,235,000 in the year (2023: 872,000) relate to redundancies
and dilapidations provisions arising from restructuring Health, Nutrition and
Corporate business areas.
Disposal related items relate to income from asset disposals from Health
businesses discontinued in earlier years.
In 2023, exceptional restructuring costs included £2,598,000 of legal and
professional costs in relation to preparing for listing the Group on the Oslo
stock exchange, £17,000 in the quarter.
6. Net finance costs from continuing operations
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Interest received on bank deposits 14 72 44 250
Foreign exchange gains on financing activities - - - 158
Foreign exchange gains on operating activities 2,497 1,488 3,739 3,593
Cash flow hedges - ineffective portion of changes in fair value - - - 2,176
Finance income 2,511 1,560 3,783 6,177
Leases (interest portion) (85) (235) (518) (1,009)
Cash flow hedges - ineffective portion of changes in fair value (242) (1,547) (243) -
Foreign exchange losses on operating activities (4,283) (1,230) (4,954) (4,547)
Amortisation of capitalised borrowing fees (273) (205) (967) (565)
Interest expense on financial liabilities measured at amortised cost (1,954) (2,400) (7,527) (7,220)
Finance costs (6,837) (5,617) (14,209) (13,342)
Net finance costs recognised in profit or loss (4,326) (4,057) (10,426) (7,165)
* 2023 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 are (see Note 5).
7. Taxation
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Analysis of charge in period
Current tax:
Current income tax expense on profits for the period (978) 425 1,948 2,526
Adjustment in respect of prior periods - - (339) (880)
Total current tax (credit)/charge on continuing activities (978) 425 1,609 1,646
Deferred tax:
Origination and reversal of temporary differences (500) (149) (3,255) (2,869)
Total deferred tax credit on continuing activities (500) (149) (3,255) (2,869)
Total tax (credit)/charge on continuing activities (1,478) 276 (1,646) (1,223)
* 2023 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 are (see Note 5).
The above excludes a tax expense in Q4 2024 of £533,000 (Q4 2023:
£1,682,000) and for the FY2024 of £2,141,000 (FY 2023: £4,588,000) from
discontinued operations, this has been included in loss from discontinued
operations, net of tax (Note 5).
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 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Loss attributable to equity holders of the parent (£000)
Continuing operations (23,654) (11,146) (44,279) (23,476)
Discontinued operations 3,052 (2,707) 4,815 330
Total (20,602) (13,853) (39,464) (23,146)
Weighted average number of shares in issue (thousands) 739,784 730,208 739,575 731,935
Basic loss per share (pence)
Continuing operations (3.20) (1.53) (5.99) (3.21)
Discontinued operations 0.41 (0.37) 0.65 0.05
Total (2.78) (1.90) (5.34) (3.16)
* 2023 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 are (see Note 5).
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 13,656.055 (2023: 8,948,132) potential ordinary shares have not
been included within the calculation of statutory diluted
loss per share for the year as they are anti-dilutive and reduce the loss per
share. However, these potential ordinary shares could
dilute earnings per share in the future. The diluted and basic loss per share
are the same for both continuing and
discontinued
9. Assets and liabilities held for sale
On 22 January 2024, the Board announced the decision to undertake a formal
review of the Group's strategic options including the
exploration of a potential sale of the Group as a whole or of one or more
business units, should any attractive offers be made by
potential bidders. As at 30 September, the Board assessed that a deal for the
sale of the Genetics business, on terms to which they
were committed, was reaching an advanced stage and that a sale of the business
area was therefore likely. The circumstances at
the year end were such that the conditions outlined within IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations for
treatment as 'Held for Sale' and 'Discontinued Operations' were met, and this
has been reflected in the financial statements.
In 2023, management committed to sell certain property, plant and equipment
with a market value of £850,000 which was held within the Health business
area. The property concerned was no longer required by the business, and so
the decision was made to sell. The property was sold during the year for
£300,000 after a further impairment charge in the year of £550,000.
Assets held for sale Transferred to held for sale FY 2024 Fair value adjustments FY2024 (audited) Total assets transferred Transferred to held for sale Fair value adjustments Total assets transferred
(audited)
FY 2024 (audited)
FY 2023 (audited)
FY 2023 (audited)
FY 2023 (audited)
£000 £000 £000 £000 £000 £000
Property, plant and equipment 54,095 - 54,095 850 - 850
Right-of-use assets 7,843 - 7,843 - - -
Intangible assets 42,760 - 42,760 - - -
Equity-accounted investees 2,304 - 2,304 - - -
Biological and agricultural assets 43,107 - 43,107 - - -
Inventories 502 - 502 - - -
Trade and other receivables 12,641 - 12,641 - - -
Total Assets held for sale 163,252 - 163,252 850 - 850
Liabilities directly associated with the assets held for sale Total liabilities transferred Total liabilities transferred
FY 2024 (audited)
FY 2023 (audited)
£000
£000
Trade and other payables (11,754) -
Loans and borrowings (22,314) -
Corporation tax liability (3,147) -
Provisions (568) -
Deferred tax liability (8,914) -
Total liabilities directly associated with the assets held for sale (46,697) -
10. Loans and borrowings
FY 2024 (audited) FY 2023 (audited)
All figures in £000's
Non-Current
2025 750m NOK Loan notes - 57,604
Bank borrowings - 16,799
Unamortised debt issue costs - (742)
Lease liabilities 2,837 8,293
2,837 81,954
Current
2025 750m NOK Loan notes 53,125 -
Bank borrowings 16,250 9,320
Unamortised debt issue costs (931) (842)
Lease liabilities 789 11,567
69,233 20,045
Total loans and borrowings 72,070 101,999
At 30 September 2024, the fair value of the unsecured floating rate listed
green bond of NOK 750m was NOK 767m (2023: NOK 791m). The Group has a secured
GBP 20.0m RCF provided by DNB Bank ASA, maturing on 27 June 2025. This
facility was extended on the same terms in March 2024 by GBP 7.5m, to a total
facility of GBP 27.5m, with the GBP 7.5m extension maturing on 27 March 2025.
The margin on this combined facility is a minimum of 2.5% 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 lease
liabilities are secured on the assets to which they relate. Following the
decision to sell the Genetics business area, £22.3m of loans and borrowings
have been transferred into held for sale. Under the terms of the deal agreed
on 25 November 2024 for the sale of Genetics, these facilities will be repaid
from the sale proceeds
11. 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 2023 739,352,390 739 37,428
Exercise of share options 433,753 1 62
Balance at 30 September 2024 739,786,143 740 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 year ended 30 September 2024, the Group issued a total 433,753
ordinary shares of 0.1p each to certain employees of
the Group relating to share options, 145,615 exercised at 42.5p per share and
288,138 at 0.1p per share. During the year ended 30
September 2023, the Group issued a total 202,242 ordinary shares of 0.1p each
to certain employees of the Group relating to share
options, all of which were exercised at a price of 0.1 pence.
In the prior year on 15 December 2022, the Company issued 35,189,350 new
ordinary shares of 0.1 pence each by way of a placing
and subscription at an issue price of 37.0 pence per share. Gross proceeds of
£13.0m were received for the placing and subscription shares. Non-recurring
costs of £2.1m were incurred in relation to the share issue and this has been
charged to the share premium account (presented within additional paid in
share capital).
During the prior year, part of the share premium account was cancelled by
capital reduction, which created additional distributable reserves of
£394,235,072.
12. 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 Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Revenue 19,614 19,734 90,365 103,963
Cost of sales (12,257) (9,057) (46,418) (47,879)
Gross profit 7,357 10,677 43,947 56,084
Research and development costs (597) (763) (2,443) (2,350)
Other operating costs (5,204) (8,617) (29,582) (36,753)
Depreciation and impairment (969) (3,586) (10,949) (14,010)
Amortisation and impairment of capitalised development costs (16,226) (448) (17,569) (1,792)
Adjusted operating profit/(loss) (15,639) (2,737) (16,596) 1,179
Exceptional including acquisition related items (1,920) (686) (5,581) (3,904)
Amortisation and impairment of intangible assets excluding development costs (3,247) (3,390) (13,322) (14,809)
Operating loss (20,806) (6,813) (35,499) (17,534)
* 2023 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 are (see Note 5).
Reconciliation of Adjusted Loss Before Taxation to Adjusted Operating Loss
(continuing)
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Loss before taxation (25,132) (10,870) (45,925) (24,699)
Exceptional - restructuring, acquisition and disposal related items 1,920 686 5,581 3,904
Amortisation and impairment of intangible assets excluding development costs 3,247 3,390 13,322 14,809
Adjusted loss before tax (19,965) (6,794) (27,022) (5,986)
* 2023 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 are (see Note 5).
13. Alternative performance measures and other metrics (continued)
Other Metrics
All figures in £000's Q4 2024 Q4 2023 FY 2024 FY 2023
(unaudited)
Restated*
(audited)
Restated*
(unaudited)
(audited)
Total R&D Investment
Research and development costs
- Continuing operations 597 763 2,443 2,350
- Discontinued operations 654 871 3,276 3,778
Internal capitalised development costs - 252 149 632
Total R&D investment 1,251 1,886 5,868 6,760
Liquidity
A key financial covenant is a minimum liquidity of £10m, defined as cash plus
undrawn facilities.
All figures in £000's FY 2024 FY 2023
(audited)
(audited)
Cash and cash equivalents 23,088 36,525
Undrawn bank facility 11,250 12,250
Total liquidity 34,338 48,775
The undrawn bank facility relates to the RCF facility. At 30 September 2024,
£16.25m of the RCF was drawn (30 September 2023: £7.75m), leaving £11.25m
undrawn (30 September 2023: £12.25m).
13. Net debt
Net debt is cash and cash equivalents less loans and borrowings.
FY 2024 (audited) FY 2023 (audited)
All figures in £000's
Cash and cash equivalents 23,088 36,525
Loans and borrowings (excluding lease liabilities) - current (68,444) (8,478)
Loans and borrowings (excluding lease liabilities) - non-current - (73,661)
Net debt excluding lease liabilities (45,356) (45,614)
Lease liabilities - current (789) (11,567)
Lease liabilities - non-current (2,837) (8,293)
Net debt (48,982) (65,474)
Following the decision to sell the Genetics business area, £22.3m of loans
and borrowings (including lease liabilities) have been transferred into held
for sale.
14. Post Balance sheet event
Disposal of Genetics business area
The strategic review announced in January 2024 was completed post year end and
on 25 November 2024, the Company announced 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 £230.0m
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.
Completion of the deal is expected during the first quarter of 2025 subject to
shareholder approval and receipt of customary regulatory clearances. The
proceeds will enable Benchmark to repay its NOK 750m green bond and amounts
drawn on its RCF, and to focus on its Advanced Nutrition and Health business
areas going forward. At the year end, the Genetics business were treated as
discontinued operations (see note 12) and the assets and liabilities
transferred into held for sale (see note 23) as the sale at the year end was
considered highly probable. Included within liabilities held for sale is
£22.3m of borrowings held within Genetics. The terms of the agreed deal
prescribe that these facilities will be paid out of the proceeds received at
completion
Change in control of a significant customer
On 26 November 2024, Benchmark learned that the business and assets of one of
its significant customers based in Venezuela, Grupo Lamar, had been seized and
controlled by the government. As a result of this and due to US, UK and EU
sanction laws applicable against the Venezuelan government, it is not
currently possible for Benchmark to trade with Grupo Lamar, and for that
company to export its products to its largest market in Europe. The demand for
products in Europe is unaffected by the change in control of Grupo Lamar, so
it is expected that other suppliers in the industry will be able to supply
their own products to that market. Benchmark in turn is expected to be able to
switch its supply to those suppliers which will mitigate the impact of this
event. This change in control has happened after the year end, and so in line
with the guidance of IAS 10 Events After the Reporting Period, this is a
non-adjusting post balance sheet event and no amendments have been made to the
year-end accounts as a consequence of this matter. The Directors have
considered this matter when forming their conclusion over the going concern
status of the Benchmark Group and this has not affected their conclusion that
it remains appropriate to prepare the financial statements on a going concern
basis .
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