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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Benchmark Holdings Plc | LSE:BMK | London | Ordinary Share | GB00BGHPT808 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.80 | 4.08% | 45.90 | 44.70 | 46.00 | 45.90 | 45.90 | 45.90 | 18,767 | 14:11:40 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Pharmaceutical Preparations | 169.74M | -23.15M | -0.0313 | -14.66 | 339.36M |
TIDMBMK
RNS Number : 8547L
Benchmark Holdings PLC
18 May 2022
18 May 2022
Benchmark Holdings plc
("Benchmark", the "Company" or the "Group")
Second Quarter and Interim results for the six months ended 31 March 2022
Excellent H1 and Q2 results building on strong FY21 performance
Benchmark (LSE: BMK), the aquaculture biotechnology company, announces its unaudited interim results for the six months ended 31 March 2022 (the "Period"). The Company also announces its unaudited results for the three months ended 31 March 2022 in compliance with the terms of its senior secured bond.
Financial highlights
-- Excellent H1 FY22 performance:
o +33% growth in revenues (+32% at constant exchange rate (CER)) to GBP79.2m (H1 FY21:GBP59.5m)
o 100% increase in Adjusted EBITDA (+96% CER) ) to GBP15.9m (H1 FY21: GBP7.9m)
o 149% increase (143% CER) in Adjusted EBITDA excluding fair value movement in biological assets to GBP14.8m (H1 FY21: GBP6.0m)
o Adjusted EBITDA margin increased to 20% (H1 FY21: 13%)
o H1 FY22 operating cash inflow GBP2.0m (H1 FY21: cash outflow of GBP1.5m)
-- Q2 performance:
o Represents fourth consecutive quarter of year-on-year and quarter-on-quarter Adjusted EBITDA growth; Adjusted EBITDA rose by 72% (+68% CER) to GBP8.4m (Q2 FY21: GBP4.9m)
o Loss before tax significantly narrowed to (GBP1.5m) (Q2 FY21:(GBP2.7m))
-- Net debt excluding lease liabilities GBP50.6m (30 September 2021: GBP56.9m)
o Cash and cash equivalents of GBP46.3m after cash inflow of GBP6.0m, including GBP20.1m raised from a successful cash placing in the period to maintain growth momentum
Operating highlights
-- Good progress on roll-out of Ectosan(R) Vet and CleanTreat(R)
o Solution continues to operate effectively delivering 99%+ efficacy and good animal welfare
o Growing customer base, third CleanTreat(R) system ordered and development of new system configuration underway
o Marketing Authorisation for second re-use of treatment water, increasing operational efficiency and customer appeal, was granted post period-end
-- Continued strong momentum in Advanced Nutrition with strong growth in revenues and earnings for all product groups and areas.
-- Continued growth in salmon egg sales in Genetics with contracted sales underpinning a strong outlook for the year
-- Commercialisation of specific pathogen-resistant (SPR) shrimp progressing well with good take-up in key markets including India
-- Sustainability: investing in solar panels at main production facility in Thailand which will contribute significantly towards Net Zero targets
Current trading and outlook
-- Trading in line with expectations:
o Strong outlook for salmon egg sales for remainder of the year
o Healthy outlook for the year in Advanced Nutrition, phased towards Q4 due to seasonality and normal shift in revenues across quarters
o Continued effort to embed Ectosan(R) Vet and CleanTreat(R) into customers' sea lice strategies
-- Decision to pursue a listing on Euronext Growth Oslo in H2 calendar year 2022:
o As previously announced, the Company engaged DNB Markets and Pareto Securities as Joint Global Coordinators in connection with its assessment of a listing in Oslo
o Intention to uplist to the Oslo Stock Exchange (Oslo Børs) within the following twelve months
o Listing subject to favourable market conditions
GBPm % CER % CER H1 FY22 H1 FY21 H1 FY22 Q2 FY22 Q2 FY21 Q2 FY22 79.2 39.2 Revenue +33% 59.5 +32% +29% 30.4 +26% Adjusted 15.9 8.4 Adjusted EBITDA(1) +100% 7.9 +96% +72% 4.9 +68% Adj. EBITDA excluding 14.8 7.3 biological asset movements +149% 6.0 +143% +74% 4.2 +69% Adjusted Operating 4.9 2.4 Profit(2) +11% 4.4 +3% -25% 3.2 -31% Statutory Operating loss (2.2) (4.6) (0.7) (1.4) Loss before tax (5.1) (3.3) (1.5) (2.7) Basic loss per share (p) (1.32) (0.57) (0.54) (0.46) Net debt(3) (81.4) (56.5) (81.4) (56.5) Net debt(3) excluding lease liabilities (50.6) (42.5) (50.6) (42.5)
Business Area summary
GBPm %CER* % CER* H1 FY22 H1 FY21 H1 FY22 Q2 FY22 Q2 FY21 Q2 FY22 Revenue 42.0 23.0 Advanced Nutrition +20% 35.0 +19% +15% 19.9 +12% 26.6 11.4 Genetics +20% 22.1 +18% +20% 9.5 +18% 10.7 4.9 Animal Health +358% 2.3 +359% +371% 1.0 +372% Adjusted EBITDA(1) 11.5 7.2 Advanced Nutrition +84% 6.2 +81% +36% 5.2 +32% 5.7 2.4 Genetics -5% 6.0 -7% +15% 2.1 +14% - Net of fair value movements in biological 4.7 1.3 assets +16% 4.0 +12% -7% 1.4 -9% Animal Health 0.1 (2.6) (0.5) (1.4)
*Constant exchange rate (CER) figures derived by retranslating current year figures using previous year's foreign exchange rates
(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and amortisation and impairment), before exceptional items including acquisition related expenditure
(2) Adjusted Operating Profit is operating loss before exceptional items including acquisition related items and amortisation of intangible assets excluding development costs
(3) Net debt is cash and cash equivalents less loans and borrowings
-- Advanced Nutrition
o H1 FY22:
-- Revenue up 20%, with higher sales in all product areas and geographical regions reflecting success of enhanced commercial organisation and recovering shrimp market
-- Adjusted EBITDA up 84% driven by excellent cost control and revenue growth
-- Adjusted EBITDA margin significantly increased to 27% (H1 FY21: 18%)
o Q2 FY22
-- Revenue +15% and Adjusted EBITDA +36% translated into an Adjusted EBITDA margin of 31% for the quarter (Q2 FY21: 26%)
o Continue to launch new technologies
-- Launch of automatic Artemia separation tool "Sep-Art Automag" delivering sustainability benefits
o Post period end, closure of Thailand trial facility as part of ongoing optimisation of operations
-- Genetics
o H1 FY22:
-- Revenue up 20% from prior year as a result of higher harvest income and egg revenues
-- Adjusted EBITDA up by 16% excluding fair value movements in biological assets
o Q2 FY22
-- Revenue 20% up from prior year
-- Adjusted EBITDA down 7% excluding fair value movements in biological assets, reflecting ongoing investment in growth areas - Chile, SPR shrimp and tilapia
o SPR shrimp sales ahead of expectations particularly in India and Indonesia
o Obtained organic certification for salmon eggs in Chile
o First deliveries of eggs from new incubation centre in Iceland showing excellent quality
o One Benchmark: the Group's cross-selling efforts delivered a new contract post period end, with the largest sea bass/sea bream producer in Turkey to provide genetic improvement services
-- Animal Health
o H1 FY22
-- Revenue +358% reflecting revenues from Ectosan(R) Vet and CleanTreat(R)
-- Adjusted EBITDA showed profit of GBP0.1m (H1 FY21: (GBP2.6m) loss)
o Q2 FY22
-- Revenue +371% reflecting revenues from Ectosan(R) Vet and CleanTreat(R)
-- Adjusted EBITDA loss of (GBP0.5m) (Q2 FY21: GBP(1.4m) loss)
-- Q2 FY22 adversely impacted by extreme weather conditions in January which made it impractical to carry out Ectosan(R) Vet and CleanTreat(R) treatments
o Progress on the roll-out of Ectosan(R) Vet and CleanTreat(R) as mentioned above
o Post period end
-- Granted Marketing Authorisation ("MA") for re-use of treatment water, increasing operational efficiency and customer appeal
-- The Company submitted an MA application for Ectosan(R) Vet in the Faroe Islands
Trond Williksen, CEO, commented:
" Benchmark delivered an excellent performance in the first half of the year. Evidence continues of the benefits of a restructured organisation with renewed commercial focus and financial discipline driving growth and returns.
The Group delivered strong double digit revenue growth across all our business areas, a doubling of Adjusted EBITDA and a significant increase in Adjusted EBITDA margin. Q2 represented the fourth consecutive quarter of substantial growth in the Group's revenues and Adjusted EBITDA.
We have visible growth opportunities underpinned by existing infrastructure and are uniquely positioned in an industry with strong fundamentals driven by megatrends."
Details of analyst / investor call today
There will be a call at 9.00am UK time today for analysts and investors. To register for the call please contact MHP Communications on +44 (0)20 3128 8990 or 8742, or by email on benchmark @mhpc.com
Enquiries
For further information, please contact: Benchmark Holdings plc benchmark@mphc.com Trond Williksen, CEO Septima Maguire, CFO Ivonne Cantu, Investor Relations Numis (Broker and NOMAD) Tel: 020 7260 1000 James Black, Freddie Barnfield, Duncan Monteith MHP Communications Tel: 020 3128 8990 Katie Hunt, Reg Hoare, Charlie Protheroe benchmark@mhpc.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 genetics, advanced nutrition and health which improve yield, growth and animal health and welfare.
Through a global footprint in 26 countries and a broad portfolio of products and solutions, Benchmark addresses many of the major aquaculture species - salmon, shrimp, sea bass and sea bream, and tilapia, in all the major aquaculture regions around the world. Find out more at www.benchmarkplc.com
Management Report
The Group delivered an excellent performance in the first half of the year reporting a 33% growth in revenue and 149% growth in Adjusted EBITDA excluding fair value movements from biological assets. Performance was strong across all business areas with each business area reporting at least double digit growth in revenues.
The commercial traction in Advanced Nutrition resulting from our refocused commercial organisation continued, with growth in every product area and geography. In Health the roll-out of Ectosan(R) Vet and CleanTreat(R) resulted in a significant increase in revenues and profit. Genetics continued to execute its strategy of organic growth in well established markets achieving good revenue growth, while expanding and investing in opex in new areas such as SPR shrimp, salmon in Chile and tilapia.
Operating costs in H1 FY22 were GBP19.9m, a 6% increase from the prior year due to higher activity levels, however the increase was significantly below revenue growth, demonstrating the operational leverage in the business alongside the well embedded cost discipline across the Group.
R&D expenses at GBP3.2m, were 11% below H1 FY21. Total R&D investment including capitalised development costs was GBP4.6m, 21% below the prior year (H1 FY21: GBP5.8m) reflecting the transition to the commercial phase of Ectosan(R) Vet and CleanTreat(R).
Adjusted EBITDA excluding fair value movement from biological assets was GBP14.8m, +149% up from GBP6.0m in H1 FY21 as a result of higher revenues, increased asset utilisation and ongoing cost control. As a result, the Group achieved an Adjusted EBITDA margin of 20% (H1 FY21: 13%). Depreciation and amortisation increased from the comparative period last year to GBP18.9m (H1 FY21: GBP11.7m) due to the depreciation of the Cleantreat(R) units and the leased vessels used in the CleanTreat(R) operation and the commencement of amortisation of the capitalised Ectosan(R) Vet and CleanTreat(R) development costs following the launch at the end of FY21. These higher costs were more than offset by the better Adjusted EBITDA and as a result, the Group reported a significant improvement in its operating result, reducing the operating loss in the period by more than half to (GBP2.2m) in the period (H1 FY21: operating loss of (GBP4.6m)).
Net finance costs for H1 FY22 were GBP3.0m (H1 FY21: income GBP1.4m). The main year on year movements were lower gains on fair value of financial instruments and forex gains of GBP0.6m (H1 FY21: GBP2.4m) and GBP0.5m (H1 FY21: 3.3m) respectively, but there was also a reduction in borrowing costs on the NOK bond of GBP0.4m due to the higher interest rates suffered in the previous year before the NOK bond was listed. These were offset by higher interest charges on right of use assets from the two CleanTreat vessels in operation this year. This left loss before tax in H1 FY22 GBP1.8m higher than the previous year at GBP5.1m (H1 FY21: GBP3.3m).
Although loss before tax is higher in H1 FY22 than H1 FY21, the tax charge has increased to GBP3.6m (H1 FY21: GBP0.2m credit) due to higher profits in the Advanced Nutrition business area in territories where there is no opportunity for losses to be utilised. Loss after tax was GBP8.8m (H1 FY21: GBP3.1m)
The Group reported a net operating cash inflow of GBP2.0m after an increase in working capital of GBP13.5m related to the growth of sales and increase of associated inventory levels in Ectosan(R) Vet and Advanced Nutrition, and tax payments of GBP3.0m. Net cash outflow from investing activities was GBP6.6m of which PPE capex was GBP5.1m primarily in Genetics (GBP2.8m) and Health (GBP1.7m) and capitalised R&D was GBP1.5m (mainly in SPR Shrimp). Net cash inflow from financing activities of GBP10.7m, includes an equity raise of (net) GBP20.1m, GBP4.8m of lease payments and the NOK bond coupon payments. Our cash position at the end of the period was GBP46.3m.
Advanced Nutrition
Advanced Nutrition delivered an excellent result in the first half of the year continuing the strong performance in FY21 and in Q1 FY22, with revenues up 20% and Adjusted EBITDA increasing by 84%. All product areas and geographic regions achieved growth - Artemia (+19%), Diets (+18%) and Health (+11%). By region the Americas were up 23%, Asia +7% and Europe +9%. The shrimp markets continue to show recovery creating a positive outlook for this area of our business.
With the growth in sales, asset utilisation increased, driving operational leverage and leading to Adjusted EBITDA of GBP11.5m (H1 FY21: GBP6.2m), and an Adjusted EBITDA margin of 27% (H1 FY21: 18%).
During the period we completed an energy efficiency study at our main production facility in Thailand identifying significant opportunities to reduce our carbon footprint towards our Net Zero targets. As a result we took the decision to invest in a solar panel installation which is expected to significantly reduce the carbon footprint of the facility once complete.
Post period end, as part of our ongoing efforts to optimise our operations, we closed our trial facilities in Thailand, which increases our flexibility and removes the investment associated with maintaining state of the art facilities.
Genetics
Genetics delivered a good performance in the first half of the year with revenues of GBP26.6m, 20% above the prior year (H1 FY21: GBP22.1m) driven by higher harvest revenues from our broodstock licence, as well as higher revenues from salmon eggs and SPR shrimp.
Revenues from salmon eggs increased by 2% while SPR shrimp revenues grew more than three-fold reflecting the success of our commercial launch post test market in FY21. SPR shrimp sales were ahead of expectations particularly in India and Indonesia. We won new genetics services contracts with major sea bass/bream and tilapia producers. We completed the expansion of our Tilapia facility in Miami, following some delays due to global supply shortages, meaning that we now have the infrastructure in place to produce tilapia year-round.
Adjusted EBITDA for H1 FY22 excluding fair value movements of biological assets was GBP4.7m, 16% ahead of the prior year (H1 FY21: GBP4.0m). Including fair value movements Adjusted EBITDA for the first half was GBP5.7m, 5% below the same period last year.
We continued to make progress in our growth areas with the first deliveries of salmon eggs from the new incubation centre in Iceland showing excellent quality. We completed expansion projects in the US for our SPR shrimp and tilapia. In Chile, we continued the operational ramp up of our facilities to enable us to deliver a steady supply to the market, and we obtained organic certification for our salmon eggs.
Looking forward to the second half of FY22 we already have contracted sales for salmon eggs underpinning a strong FY22 performance.
Health
Revenues in H1 FY22 increased to GBP10.7m (H1 FY21: GBP2.3m) due to sales from Ectosan(R) Vet and CleanTreat(R) which were launched in Q4 FY21. Salmosan sales were 7% below the prior year primarily as a result of lower sales in Chile offset by improved sales in Canada. Adjusted EBITDA was a profit of GBP0.1m (H1 FY21: loss of GBP(2.6)m) as a result of the higher revenues. GBP2.2m of the revenue in the period (H1 FY21: GBPnil) was derived from recharging vessel and fuel costs associated with the Ectosan(R) Vet and CleanTreat(R) operations.
Treatments performed with Ectosan(R) Vet and CleanTreat(R) reported efficacy above 99% and the period for the fish to return to feed was nil days, an important indicator of animal welfare. The roll-out of our transformational sea lice solutions is progressing, with an increasing number of customers and growing customer interest. This led us to move ahead with commencing the build of a third CleanTreat(R) system. In addition we are exploring alternative system configurations tailored to specific customer needs.
Post period end, on 3rd May, we announced the grant of a variation to the Marketing Authorisation of Ectosan(R) in Norway, which enables the re-use of treatment water on a second batch of fish. This is an important step towards our goal of optimising the efficiency of our treatments, improving the appeal of the solution to more customers. Further trials to support the multiple re-use of treatment water are ongoing.
Q2 FY22 commentary
The Group reported revenue of GBP39.2m, 29% above prior year of GBP30.4m. This was driven by revenue growth in all business areas with Advanced Nutrition reporting revenue +15%, Genetics +20% and Health +371% higher than the comparative period in the prior year.
Adjusted EBITDA excluding fair value uplift from biological assets was GBP7.3m, 74% ahead of the prior year and 69% higher on a constant currency basis (Q2 FY21: GBP4.2m), reflecting higher revenues, operational leverage and good cost control. By business area, Advanced Nutrition reported an increase in Adjusted EBITDA of 36%, and Health was up +64%, while Genetics was -7% down. Including fair value movements from biological assets Genetics was up 16%.
Operating costs of GBP10m were 6% above last year (Q2 FY21: 9.4m) primarily driven by an increase in Health associated with the launch and roll-out of Ectosan(R) Vet and CleanTreat(R). R&D expenses of GBP1.6m were 11% below the prior year (Q2 FY21: GBP1.8m) and represented 4% of Group revenues (Q2 FY21: 6%). After an increase in depreciation and amortisation to GBP10.0m (Q2 FY21: GBP6.0m), Group operating loss halved to GBP0.7m (Q2 FY21:GBP1.4m).
Net finance costs of GBP0.8m were lower than the comparative period (Q2 FY21: GBP1.4m) due to lower interest rates following the listing of the NOK bond in the prior year and a higher gain on the fair value of financial instruments, offset by lower FX gains in Q2 FY22, leaving loss before tax at GBP1.5m for the quarter (Q2 FY21: GBP2.7m).
The tax charge of GBP2.2m was higher than last year (Q2 FY21: GBP0.1m) due to higher profits in Advanced Nutrition in the quarter in territories where no loss relief was available. Loss after tax for the quarter was GBP3.7m (Q2 FY21: GBP2.8m).
Oslo Listing
As previously announced, the Company engaged DNB Markets and Pareto Securities as Joint Global Coordinators in connection with its assessment of a potential listing in Oslo. The Company has decided to pursue a listing on Euronext Growth Oslo (operated by the Oslo Stock Exchange) during the second half of the calendar year (subject to favourable market conditions). Although no final decision has been made, the Company then has an intention to uplist to the Oslo Børs Stock Exchange within the following twelve months.
Outlook
The Group had an excellent start to the year and is trading in line with market expectations.
Our fundamentals are strong and our opportunities are significant. Aquaculture is a growth industry, supported by robust megatrends with an increasing focus on sustainability challenges as it expands. The answer to sustainability lies in innovation - bringing forward new sustainable solutions. As a focused aquaculture biotechnology company, Benchmark is well positioned to play an important role, helping to improve sustainability across the aquaculture value chain.
Medium term objectives
In 2020, following a management change, the Group completed a restructuring programme to reduce the cash burn, right-size the cost base and strengthen the Group's balance sheet, moving the Group from an R&D investment phase towards profitability and returns. In addition, the new management team put in place a new commercial culture and performance framework, as well as financial processes to control costs and investments. This has resulted in consistent and significant growth in Revenue and Adjusted EBITDA, and an improvement in cashflow management, narrowing the Group's net loss. This positive momentum is anchored by solid foundations with two well established, market leading profitable business units with good financial visibility, and significant growth opportunities which enable the Group to set medium term financial objectives that would translate into attractive cash generation and returns.
The Group's medium term objectives are to achieve the following within three to five years:
-- to generate revenue growth of 15%-18% per annum -- to deliver an Adjusted EBITDA margin ranging from 25%-30%.
-- to deliver cashflow conversion ratio(1) of 70-80% from Adjusted EBITDA, creating the ability for significant organic deleveraging of the business by reducing net debt while increasing Adjusted EBITDA.
-- to produce free cash flow(2) as a percentage of sales of between 10% and 15%.
-- to earn an Adjusted Return on Capital Employed(3) of more than 15% within three to five years.
Our medium term Group objectives are underpinned by objectives of 10%-15% annual revenue growth and 22-27% Adjusted EBITDA margin in Genetics and 7%-10% annual revenue growth and 20-25% Adjusted EBITDA margin in Advanced Nutrition. These are two well established, market leading businesses which provide good financial visibility. Growth in the Company's third business unit, Health, is driven by the roll-out of its sea lice solution Ectosan(R) Vet and CleanTreat(R) from which the Company aims to generate GBP50 to GBP75m annual revenue within three to five years. Adjusted EBITDA margin in this area is dependent on a number of factors including obtaining an extended MA for multiple re-use of treatment water, geographic expansion and on embedding the solution in our customers' infrastructure through tailored configuration. The Group aims to achieve a 60% Adjusted EBITDA margin in Health when Ectosan(R) Vet and CleanTreat(R) are fully commercialised in the outer years of the period.
1. Cash generated from operations after working capital and taxes as percentage of Adj. EBITDA
2. Free cash flow: Net cash from operating activities less capex and lease payments (excluding cash interest)
3. Adj. ROCE calculated as adjusted operating profit as a % of average capital employed excluding goodwill and acquired intangible assets
Consolidated Income Statement for period ended 31 March 2022
YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's Notes (unaudited) (unaudited) (unaudited) (unaudited) (audited) Revenue 4 39,233 30,435 79,247 59,465 125,062 Cost of sales (19,210) (14,263) (39,725) (28,622) (59,477) Gross profit 20,023 16,172 39,522 30,843 65,585 Research and development costs (1,590) (1,837) (3,237) (3,582) (7,010) Other operating costs (9,984) (9,411) (19,907) (18,696) (38,221) Share of loss of equity-accounted investees, net of tax (24) (30) (528) (641) (905) Adjusted EBITDA(2) 8,425 4,894 15,850 7,924 19,449 Exceptional - restructuring, disposal and acquisition related items 5 908 (275) 908 (868) (184) EBITDA(1) 9,333 4,619 16,758 7,056 19,265 Depreciation and impairment (5,557) (1,723) (10,052) (3,494) (8,359) Amortisation and impairment (4,484) (4,260) (8,872) (8,178) (16,283) Operating loss (708) (1,364) (2,166) (4,616) (5,377) Finance cost (2,684) (2,466) (4,747) (4,395) (7,987) Finance income 1,930 1,092 1,769 5,758 4,185 Loss before taxation (1,462) (2,738) (5,144) (3,253) (9,179) Tax on loss 6 (2,189) (104) (3,616) 186 (2,397) Loss for the period (3,651) (2,842) (8,760) (3,067) (11,576) Loss for the period attributable to: - Owners of the parent (3,775) (3,101) (9,132) (3,818) (12,891) - Non-controlling interest 124 259 372 751 1,315 (3,651) (2,842) (8,760) (3,067) (11,576) Earnings per share Basic loss per share (pence) 7 (0.54) (0.46) (1.32) (0.57) (1.93) Diluted loss per share (pence) 7 (0.54) (0.46) (1.32) (0.57) (1.93)
1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and impairment
2 Adjusted EBITDA - EBITDA before exceptional items including acquisition related items
The accompanying notes are an integral part of this consolidated financial information.
Consolidated Statement of Comprehensive Income for the period ended 31 March 2022
YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Loss for the period (3,651) (2,842) (8,760) (3,067) (11,576) Other comprehensive income Items that are or may be reclassified subsequently to profit or loss Foreign exchange translation differences 9,812 (4,955) 7,201 (13,669) (9,929) Cash flow hedges - changes in fair value 3,082 (77) 2,948 2,821 3,054 Cash flow hedges - reclassified to profit or loss 63 132 178 288 709 Total comprehensive income for the period 9,306 (7,742) 1,567 (13,627) (17,742) Total comprehensive income for the period attributable to:
- Owners of the parent 8,784 (8,033) 836 (14,657) (19,329) - Non-controlling interest 522 291 731 1,030 1,587 9,306 (7,742) 1,567 (13,627) (17,742)
The accompanying notes are an integral part of this consolidated financial information.
Consolidated Balance Sheet as at 31 March 2022 31 March 31 March 30 September 2022 2021 2021 All figures in GBP000's Notes (unaudited) (unaudited) (audited) Assets Property, plant and equipment 81,568 70,160 78,780 Right-of-use assets 31,360 14,102 25,531 Intangible assets 226,912 230,739 229,040 Equity-accounted investees 2,821 3,271 3,354 Other investments 15 15 15 Biological and agricultural assets 17,089 15,293 21,244 Non-current assets 359,765 333,580 357,964 Inventories 22,140 19,469 20,947 Biological and agricultural assets 24,294 21,111 17,121 Trade and other receivables 47,275 31,008 46,498 Cash and cash equivalents 46,294 53,630 39,460 Current assets 140,003 125,218 124,026 Total assets 499,768 458,798 481,990 Liabilities Trade and other payables (33,284) (29,960) (46,668) Loans and borrowings 8 (13,546) (7,279) (10,654) Corporation tax liability (7,733) (3,971) (5,634) Provisions (551) - (563) Current liabilities (55,114) (41,210) (63,519) Loans and borrowings 8 (114,185) (102,867) (109,737) Other payables (936) (1,787) (911) Deferred tax (27,524) (29,442) (28,224) Non-current liabilities (142,645) (134,096) (138,872) Total liabilities (197,759) (175,306) (202,391) Net assets 302,009 283,492 279,599 Issued capital and reserves attributable to owners of the parent Share capital 9 704 670 670 Additional paid-in share capital 9 420,824 400,574 400,682 Capital redemption reserve 5 5 5 Retained earnings (162,696) (145,284) (154,231) Hedging reserve (2,750) (6,543) (5,876) Foreign exchange reserve 37,307 26,731 30,465 Equity attributable to owners of the parent 293,394 276,153 271,715 Non-controlling interest 8,615 7,339 7,884 Total equity and reserves 302,009 283,492 279,599
The accompanying notes are an integral part of this consolidated financial information.
Consolidated Statement of Changes in Equity for the period ended 31 March 2022 Total attributable Additional to equity paid-in holders Non- Share share Other Hedging Retained of controlling Total capital capital reserves* reserve earnings parent interest equity GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 As at 1 October 2021 (audited) 670 400,682 30,470 (5,876) (154,231) 271,715 7,884 279,599 Comprehensive income for the period (Loss)/profit for the period - - - - (9,132) (9,132) 372 (8,760) Other comprehensive income - - 6,842 3,126 - 9,968 359 10,327 Total comprehensive income for the period - - 6,842 3,126 (9,132) 836 731 1,567 Contributions by and distributions to owners Share issue 34 20,704 - - - 20,738 - 20,738 Share issue costs recognised through equity - (562) - - - (562) - (562) Share-based payment - - - - 667 667 - 667 Total contributions by and distributions to owners 34 20,142 - - 667 20,843 - 20,843 Total transactions with owners of the Company 34 20,142 - - 667 20,843 - 20,843 As at 30 March 2022 (unaudited) 704 420,824 37,312 (2,750) (162,696) 293,394 8,615 302,009 As at 1 October 2020 (audited) 668 399,601 40,683 (9,651) (142,170) 289,131 6,309 295,440 Comprehensive income for the period (Loss)/profit for the period - - - - (3,818) (3,818) 751 (3,067) Other comprehensive income - - (13,947) 3,108 - (10,839) 279 (10,560) Total comprehensive income for the period - - (13,947) 3,108 (3,818) (14,657) 1,030 (13,627) Contributions by and distributions to owners Share issue 2 973 - - - 975 - 975 Share-based payment - - - - 704 704 - 704 Total contributions by and distributions to owners 2 973 - - 704 1,679 - 1,679 Total transactions with owners of the Company 2 973 - - 704 1,679 - 1,679 As at 31 March 2021 (unaudited) 670 400,574 26,736 (6,543) (145,284) 276,153 7,339 283,492 As at 1 October 2020 (audited) 668 399,601 40,683 (9,651) (142,170) 289,131 6,309 295,440 Comprehensive income for the period (Loss)/profit for the period - - - - (12,891) (12,891) 1,315 (11,576) Other comprehensive income - - (10,213) 3,775 - (6,438) 272 (6,166) Total comprehensive income for the period - - (10,213) 3,775 (12,891) (19,329) 1,587 (17,742) Contributions by and distributions to owners Share issue 2 1,081 - - - 1,083 - 1,083 Share-based payment - - - - 830 830 - 830 Total contributions by and distributions to owners 2 1,081 - - 830 1,913 - 1,913 Changes in ownership Acquisition of NCI - - - - - - (12) (12) Total changes in ownership interests - - - - - - (12) (12) Total transactions with owners of the Company 2 1,081 - - 830 1,913 (12) 1,901 As at 30 Sept 2021 (audited) 670 400,682 30,470 (5,876) (154,231) 271,715 7,884 279,599
*Other reserves in this statement is an aggregation of capital redemption reserve and foreign exchange reserve.
The accompanying notes are an integral part of this consolidated financial information.
Consolidated Statement of Cash Flows for the period ended 31 March 2022 Q2 2021 Q2 2022 FY 2021 (unaudited) (unaudited) (audited) GBP000 GBP000 GBP000 Cash flows from operating activities Loss for the period (8,760) (3,067) (11,576) Adjustments for: Depreciation and impairment of property, plant and equipment 4,187 2,457 5,017 Depreciation and impairment of right-of-use assets 5,865 1,037 3,342 Amortisation and impairment of intangible fixed assets 8,872 8,178 16,283 Loss on sale of property, plant and equipment - - 46 Gain on sale of other investments - (91) - Finance income (225) (43) (1,442) Finance costs 3,714 1,976 7,987 Increase in fair value of contingent consideration receivable (909) - - Share of loss of equity-accounted investees, net of tax 528 641 905 Foreign exchange losses 841 (3,809) (1,800) Share-based payment expense 667 704 830 Tax credit 3,616 (186) 2,397 18,396 7,797 21,989 Decrease/(increase) in trade and other receivables 108 8,037 (8,178) Increase in inventories (1,610) (1,424) (3,554) Increase in biological and agricultural assets (1,635) (3,517) (5,427) (Decrease)/increase in trade and other payables (10,317) (10,327) 5,547 Decrease in provisions (12) (22) - 4,930 544 10,377 Income taxes paid (2,975) (2,025) (4,587) Net cash flows generated from/(used in) operating activities 1,955 (1,481) 5,790 Investing activities Purchase of investments (48) (247) (578) Receipts from disposal of investments - 99 9 Purchases of property, plant and equipment (5,084) (6,632) (17,683) Purchase of intangibles (1,523) (2,337) (5,038) Proceeds from sale of fixed assets 3 19 112 Interest received 25 42 88 Net cash flows used in investing activities (6,627) (9,056) (23,090) Financing activities Proceeds of share issues 20,782 641 750 Share-issue costs recognised through equity (607) - - Acquisition of NCI - - (12) Repayment of bank or other borrowings (939) (2,405) (3,106) Interest and finance charges paid (3,757) (3,892) (7,699) Repayments of lease liabilities (4,769) (1,114) (4,602) Net cash inflow/(outflow) from financing activities 10,710 (6,770) (14,669) Net increase/(decrease) in cash and cash equivalents 6,038 (17,307) (31,969) Cash and cash equivalents at beginning of period 39,460 71,605 71,605 Effect of movements in exchange rate 796 (668) (176) Cash and cash equivalents at end of period 46,294 53,630 39,460
The accompanying notes are an integral part of this consolidated financial information.
1. Basis of preparation
Benchmark Holdings plc (the 'Company') is a company incorporated domiciled in the United Kingdom. These consolidated interim financial statements as at and for the six months ended 31 March 2022 represents that of the Company and its subsidiaries (together referred to as the 'Group').
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 30 September 2021 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. Statutory accounts for the year ended 30 September 2021 were approved by the Directors on 29 November 2021 and have been delivered to the Registrar of Companies. The audit report received on those accounts was unqualified and did not make a statement under section 498 of the Companies Act 2006 but did contain an emphasis of matter paragraph in relation to going concern.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Management Report.
As at 31 March 2022 the Group had net assets of GBP302.0m (30 September 2021: GBP279.6m), including cash of GBP46.3m (30 September 2021: GBP39.5m) as set out in the consolidated balance sheet. The Group made a loss for the six months of GBP8.8m (year ended 30 September 2021: loss GBP11.6m).
As noted in the Management Report, we have continued to see recovery in our end markets as the COVID-19 vaccine programmes across the world gain momentum against the pandemic, and strong performance particularly in our Advanced Nutrition business area, being the segment most impacted by COVID-19 because of its exposure to global shrimp markets, has given cause for optimism about any lasting impact. Even with this, the Directors remain cautious of any possibility of return of restrictions before market recovery is fully complete and available market analysis continues to be monitored to ensure appropriate mitigating actions can be taken where necessary.
The uncertainty relating to any lasting impact on the Group of the pandemic continues to be considered as part of the Directors' assessment of the going concern assumption, and positive preventative measures implemented by the Directors at an early stage in response to the pandemic continue to be in force where necessary. The Directors have reviewed forecasts and cash flow projections covering the period to September 2023 including downside sensitivity assumptions in relation to trading performance across the Group to assess the impact on the Group's trading and cash flow forecasts and on the forecast compliance with the covenants included within the Group's financing arrangements. In the downside scenario analysis performed, the Directors considered severe but plausible impacts of COVID-19 on the Group's trading and cash flow forecasts, modelling reductions in the revenues and cash flows in Advanced Nutrition, alongside modelling slower ramp up of the commercialisation of Benchmark's new sea lice treatment in the Health business area. Other key downside sensitivities modelled included assumptions on slower than expected recovery in global shrimp markets (affecting demand for Advanced Nutrition products), and slower commercialisation of SPR shrimp. As noted in the Management Report, the Directors have continued to observe good recovery in the shrimp markets in the strong performance of the Advanced Nutrition business during the quarter. Nevertheless, mitigating measures within the control of management were implemented early in the pandemic and a number of these remain in place and have been factored into the downside analysis performed. These measures include reductions in areas of discretionary spend, deferral of capital projects and temporary hold on R&D for non-imminent products.
While it is difficult to predict the overall outcome and impact of the pandemic, the group ended the first quarter with strong cash balances of GBP43.6m after the GBP20.1m equity raise (net of costs) in Q1 and the Group has sufficient liquidity and resources throughout the period under review under all of the above scenario analysis, whilst still maintaining adequate headroom against the borrowing covenants. However, it should be noted that the Group's main borrowing facilities are set to expire within the next 13 months - the undrawn $15m RCF is set to expire in December 2022, and the NOK 850m bond is due to expire in June 2023. The cash flow forecasts reviewed rely on these borrowing facilities being in place.
The Directors have commenced the refinancing process and are confident that these facilities can be renewed or replaced before they expire, with trading going well despite the headwinds of the pandemic, cash resources remaining strong and relationships with finance providers positive.
Based on their assessment, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis. However, as disclosed in the last annual financial statements, while the Directors remain confident that the current facilities will be renewed or replaced in the next 13 months, the requirement to do this represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and therefore to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
1. Basis of preparation (continued)
These financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
The preparation of financial statements in compliance with adopted IFRSs requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in Note 2.
2. Accounting policies
The accounting policies adopted are consistent with those used in preparing the consolidated financial statements for the financial year ended 30 September 2021.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total earnings.
Alternative performance measures ('APMs')
The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by 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 10). F urthermore, the Directors also refer to current period results using constant currency, which are derived by retranslating current period results using prior year's foreign exchange rates.
Use of estimates and judgements
The preparation of quarterly financial information requires management to make certain judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual amounts may differ from these estimates.
In preparing these quarterly financial statements the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 September 2021.
3. Segment information
Operating segments are reported in a manner consistent with the reports made to the chief operating decision maker. It is considered that the role of chief operating decision maker is performed by the Board of Directors.
The Group operates globally and for management purposes is organised into reportable segments based on the following business areas:
-- Genetics - harnesses industry leading salmon breeding technologies combined with state-of-the-art production facilities to provide a range of year-round high genetic merit ova.
-- Advanced Nutrition - manufactures and provides technically advanced nutrition and health products to the global aquaculture industry.
-- Health - the segment provides health products and services to the global aquaculture market.
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.
Segmental Revenue YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Genetics 11,408 9,514 26,603 22,130 46,797 Advanced Nutrition 22,974 19,895 42,033 35,027 70,530 Health 4,916 1,044 10,693 2,337 7,832 Corporate 1,406 1,199 2,812 2,404 4,820 Inter-segment sales (1,471) (1,217) (2,894) (2,433) (4,917) Total 39,233 30,435 79,247 59,465 125,062 Segmental Adjusted EBITDA YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Genetics 2,428 2,108 5,691 5,987 11,528 Advanced Nutrition 7,154 5,247 11,474 6,240 13,802 Health (454) (1,446) 93 (2,563) (2,685) Corporate (703) (1,015) (1,408) (1,740) (3,196) Total 8,425 4,894 15,850 7,924 19,449
Reconciliations of segmental information to IFRS measures
Reconciliation of Reportable Segments Adjusted EBITDA to Loss before taxation YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Total reportable segment Adjusted EBITDA 9,128 5,909 17,258 9,664 22,645 Corporate Adjusted EBITDA (703) (1,015) (1,408) (1,740) (3,196) Adjusted EBITDA 8,425 4,894 15,850 7,924 19,449 Exceptional - restructuring, disposal and acquisition related items 908 (275) 908 (868) (184) Depreciation and impairment (5,557) (1,723) (10,052) (3,494) (8,359) Amortisation and impairment (4,484) (4,260) (8,872) (8,178) (16,283) Net finance costs (754) (1,374) (2,978) 1,363 (3,802) Loss before taxation (1,462) (2,738) (5,144) (3,253) (9,179) 4. Revenue
The Group's operations and main revenue streams are those described in its financial statements to 30 September 2021. The Group's revenue is derived from contracts with customers.
Disaggregation of revenue
In the following tables, revenue is disaggregated by primary geographical market and by sales of goods and services. The table includes a reconciliation of the disaggregated revenue with the Group's reportable segments (see note 3).
Sale of goods and provision of services
3 months ended 31 March 2022 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Sale of goods 9,872 22,945 2,594 - - 35,411 Provision of services 1,500 - 2,322 - - 3,822 Inter-segment sales 36 29 - 1,406 (1,471) - 11,408 22,974 4,916 1,406 (1,471) 39,233 3 months ended 31 March 2021 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Sale of goods 8,542 19,883 1,039 - - 29,464 Provision of services 966 - 5 - - 971 Inter-segment sales 6 12 - 1,199 (1,217) - 9,514 19,895 1,044 1,199 (1,217) 30,435 6 months ended 31 March 2022 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Sale of goods 24,381 41,993 5,845 - - 72,219
Provision of services 2,180 - 4,848 - - 7,028 Inter-segment sales 42 40 - 2,812 (2,894) - 26,603 42,033 10,693 2,812 (2,894) 79,247 6 months ended 31 March 2021 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Sale of goods 20,031 35,010 2,317 - - 57,358 Provision of services 2,087 - 20 - - 2,107 Inter-segment sales 12 17 - 2,404 (2,433) - 22,130 35,027 2,337 2,404 (2,433) 59,465 4. Revenue (continued)
Sale of goods and provision of services (continued)
Primary geographical markets
12 months ended 30 September 2021 (audited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Sale of goods 41,947 70,458 6,135 - - 118,540 Provision of services 4,825 - 1,697 - - 6,522 Inter-segment sales 25 72 - 4,820 (4,917) - 46,797 70,530 7,832 4,820 (4,917) 125,062 3 months ended 31 March 2022 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Norway 6,115 211 4,288 - - 10,614 India 260 3,711 - - - 3,971 Singapore - 3,013 - - - 3,013 Greece - 1,832 - - - 1,832 Faroe Islands 1,709 5 147 - - 1,861 Turkey - 2,238 - - - 2,238 UK 899 14 30 - - 943 Ecuador - 1,227 - - - 1,227 Chile 224 5 150 - - 379 Rest of Europe 1,590 1,278 - - - 2,868 Rest of World 575 9,411 301 - - 10,287 Inter-segment sales 36 29 - 1,406 (1,471) - 11,408 22,974 4,916 1,406 (1,471) 39,233 3 months ended 31 March 2021 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Norway 4,553 191 272 - - 5,016 India - 3,041 - - - 3,041 Singapore - 2,409 - - - 2,409 Greece 25 1,642 - - - 1,667 Faroe Islands 1,563 5 - - - 1,568 Turkey - 1,702 - - - 1,702 UK 1,226 40 (220) - - 1,046 Ecuador - 1,041 - - - 1,041 Chile 31 4 598 - - 633 Rest of Europe 1,590 1,362 24 - - 2,976 Rest of World 520 8,446 370 - - 9,336 Inter-segment sales 6 12 - 1,199 (1,217) - 9,514 19,895 1,044 1,199 (1,217) 30,435 4. Revenue (continued)
Primary geographical markets (continued)
6 months ended 31 March 2022 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Norway 15,794 323 8,956 - - 25,073 India 400 7,719 - - - 8,119 Singapore - 4,151 - - - 4,151 Greece - 3,471 - - - 3,471 Faroe Islands 2,601 6 277 - - 2,884 Turkey - 3,932 - - - 3,932 UK 2,856 28 118 - - 3,002 Ecuador - 2,291 - - - 2,291 Chile 340 5 553 - - 898 Rest of Europe 3,361 2,581 - - - 5,942 Rest of World 1,209 17,486 789 - - 19,484 Inter-segment sales 42 40 - 2,812 (2,894) - 26,603 42,033 10,693 2,812 (2,894) 79,247 6 months ended 31 March 2021 (unaudited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Norway 12,263 257 435 - - 12,955 India - 6,267 - - - 6,267 Singapore - 3,350 - - - 3,350 Greece 25 3,472 - - - 3,497 Faroe Islands 3,371 9 - - - 3,380 Turkey - 3,445 - - - 3,445 UK 2,656 66 15 - - 2,737 Ecuador - 2,000 - - - 2,000 Chile 37 4 1,435 - - 1,476 Rest of Europe 2,750 2,800 26 - - 5,576 Rest of World 1,016 13,340 426 - - 14,782 Inter-segment sales 12 17 - 2,404 (2,433) - 22,130 35,027 2,337 2,404 (2,433) 59,465 4. Revenue (continued)
Primary geographical markets (continued)
12 months ended 30 September 2021 (audited) Advanced Inter-segment All figures in GBP000's Genetics Nutrition Health Corporate sales Total Norway 27,129 570 3,689 - - 31,388 India - 12,166 3 - - 12,169 Singapore - 7,544 - - - 7,544 Greece 25 6,108 - - - 6,133 Faroe Islands 5,636 18 348 - - 6,002 Turkey - 5,977 - - - 5,977 UK 3,843 117 622 - - 4,582 Ecuador - 4,066 - - - 4,066 Chile 437 7 2,335 - - 2,779 Rest of Europe 6,922 4,208 26 - - 11,156 Rest of World 2,780 29,677 809 - - 33,266 Inter-segment sales 25 72 - 4,820 (4,917) - 46,797 70,530 7,832 4,820 (4,917) 125,062 5. Exceptional - restructuring, disposal, and acquisition related items
Items that are material because of their size or nature, non-recurring and whose significance is sufficient to warrant separate disclosure and identification within the consolidated financial statements are referred to as exceptional items. The separate reporting of exceptional items helps to provide an understanding of the Group's underlying performance.
YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Acquisition related items - - - - (850) Exceptional restructuring and disposal items (908) 275 (908) 868 1,034 Total exceptional items (908) 275 (908) 868 184
Exceptional restructuring and disposal items in Q2 2022 is a credit of GBP909,000 (YTD Q2 2022: GBP909,000) relating to an increase in the fair value of contingent consideration to be received following the disposal of Improve International Limited and its subsidiaries on 23 June 2020.
6. Taxation YTD Q2 YTD Q2 Q2 2022 Q2 2021 2022 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Analysis of charge in period Current tax: Current income tax expense on profits for the period 2,642 875 5,007 1,631 5,383 Adjustment in respect of prior periods - - - - 502 Total current tax charge 2,642 875 5,007 1,631 5,885 Deferred tax: Origination and reversal of temporary differences (453) (506) (1,391) (1,552) (3,228) Deferred tax movements in respect of prior periods - (265) - (265) (260) Total deferred tax credit (453) (771) (1,391) (1,817) (3,488) Total tax charge/(credit) 2,189 104 3,616 (186) 2,397 7. Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 (unaudited) (unaudited) (unaudited) (unaudited) (audited) Loss attributable to equity holders of the parent (GBP000) (3,775) (3,101) (9,132) (3,818) (12,891) Weighted average number of shares in issue (thousands) 703,926 669,425 692,474 668,667 669,459 Basic loss per share (pence) (0.54) (0.46) (1.32) (0.57) (1.93)
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. This is done by calculating the number of shares that could have been acquired at fair value (determined as the average market price of the Company's shares for the period) based on the monetary value of the subscription rights attached to outstanding share options and warrants. The number of shares calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options and warrants.
Therefore, the Company is required to adjust the earnings per share calculation in relation to the share options that are in issue under the Company's share-based incentive schemes, and outstanding warrants. However, as any potential ordinary shares would be anti-dilutive due to losses being made there is no difference between Basic loss per share and Diluted loss per share for any of the periods being reported.
At 31 March 2022 , a total of 5,184,054 potential ordinary shares have not been included within the calculation of statutory diluted loss per share for the period as they are anti-dilutive (30 September 2021: 4,621,300 and 31 March 2021: 3,581,820 ). These potential ordinary shares could dilute earnings/loss per share in the future.
8. Loans and borrowings
The Group's borrowing facilities include a USD 15m RCF provided by DNB Bank ASA (50%) and HSBC UK Bank PLC (50%). At 31 March 2022 the whole facility (USD 15m) was undrawn.
9. Share capital and additional paid-in share capital Additional paid-in Share share Number Capital capital Allotted, called up and fully paid GBP000 GBP000 Ordinary shares of 0.1 pence each Balance at 30 September 2021 670,374,484 670 400,682 Shares issued through placing and open offer 33,401,620 34 20,069 Exercise of share options 184,694 - 73 Balance at 31 March 2022 703,960,798 704 420,824
On 29 November 2021, the Company issued 33,401,620 new ordinary shares of 0.1 pence each by way of a placing and subscriptions at an issue price of 62.0 pence per share. Gross proceeds of GBP20.7m were received for the placing and subscription shares. Non-recurring costs of GBP0.6m were in relation to the share issues and this has been charged to the share premium account (presented within Additional paid-in share capital).
During the period ended 31 March 2022, the Group issued a total of 184,694 ordinary shares of 0.1 pence each to certain employees of the Group relating to share options, of which 12,509 were exercised at a price of 0.1 pence and 172,185 were exercised at a price of 42.5 pence.
10. 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 including acquisition related 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 including acquisition related 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 including acquisition related 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 to Operating Loss
YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Revenue 39,233 30,435 79,247 59,465 125,062 Cost of sales (19,210) (14,263) (39,725) (28,622) (59,477) Gross profit 20,023 16,172 39,522 30,843 65,585 Research and development costs (1,590) (1,837) (3,237) (3,582) (7,010) Other operating costs (9,984) (9,411) (19,907) (18,696) (38,221) Depreciation and impairment (5,557) (1,723) (10,052) (3,494) (8,359) Amortisation of capitalised development costs (448) - (896) - (299) Share of loss of equity accounted investees net of tax (24) (30) (528) (641) (905) Adjusted operating profit 2,420 3,171 4,902 4,430 10,791 Exceptional - restructuring, disposal and acquisition related items 908 (275) 908 (868) (184) Amortisation and impairment of intangible assets excluding development costs (4,036) (4,260) (7,976) (8,178) (15,984) Operating loss (708) (1,364) (2,166) (4,616) (5,377)
10. Alternative performance measures and other metrics (continued)
Reconciliation of Loss Before Taxation to Adjusted Profit Before Tax
YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Loss before taxation (1,462) (2,738) (5,144) (3,253) (9,179) Exceptional - restructuring, disposal and acquisition related items (908) 275 (908) 868 184 Amortisation and impairment of intangible assets excluding development costs 4,036 4,260 7,976 8,178 15,984 Adjusted profit before tax 1,666 1,797 1,924 5,793 6,989
Other Metrics
YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Total R&D Investment Research and development costs 1,590 1,837 3,237 3,582 7,010 Internal capitalised development costs 777 1,121 1,404 2,181 4,813 Total R&D investment 2,367 2,958 4,641 5,763 11,823 YTD YTD Q2 2022 Q2 2021 Q2 2022 Q2 2021 FY 2021 All figures in GBP000's (unaudited) (unaudited) (unaudited) (unaudited) (audited) Adjusted EBITDA excluding fair value movement in biological assets Adjusted EBITDA 8,425 4,894 15,850 7,924 19,449 Exclude fair value movement (1,101) (682) (1,005) (1,958) (3,323) Adjusted EBITDA excluding fair value movement in biological assets 7,324 4,212 14,845 5,966 16,126
Liquidity
Following the refinancing in June 2019 a key financial covenant is a minimum liquidity of GBP10m, defined as cash plus undrawn facilities.
31 March 2022 All figures in GBP000's (unaudited) Cash and cash equivalents 46,294 Undrawn bank facility 11,405 57,699 11. Net debt
Net debt is cash and cash equivalents less loans and borrowings.
31 March 31 March 30 September 2022 2021 2021 All figures in GBP000's (unaudited) (unaudited) (audited) Cash and cash equivalents 46,294 53,630 39,460 Loans and borrowings (excluding lease liabilities) - current (1,647) (1,517) (1,612) Loans and borrowings (excluding lease liabilities) - non-current (95,270) (94,639) (94,792) Net debt excluding lease liabilities (50,623) (42,526) (56,944) Lease liabilities - current (11,899) (5,762) (9,042) Lease liabilities - non-current (18,915) (8,228) (14,945) Net debt (81,437) (56,516) (80,931)
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May 18, 2022 10:07 ET (14:07 GMT)
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