REG - Northern Bear Plc - Interim Results
29/11/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231129:nRSc9783Ua&default-theme=true
RNS Number : 9783U Northern Bear Plc 29 November 2023
29 November 2023
Northern Bear plc
("Northern Bear" or the "Company")
Interim results for the six month period ended 30 September 2023
Northern Bear (LSE:NTBR), the AIM quoted holding company of the group of
companies providing specialist building and support services headquartered in
Northern England and serving customers across the UK, is pleased to announce
the unaudited interim results for the Company and its subsidiaries (together
the "Group") for the six months to 30 September 2023 (the "Period" or "H1
FY24").
Financial Summary
· Revenue of £36.9m, representing an increase of 8.7% (H1 FY23:
£34.0m)
· Operating profit of £1.8m*, representing an increase of 20.9%
(H1 FY23: £1.5m)
· Profit for the period up 11.6% to £1.3m (H1 FY23: £1.1m)
· Basic earnings per share up 11.7% to 6.7p (H1 FY23: 6.0p)
· Net cash of £0.4m as at 30 September 2023 (30 September 2022:
£1.9m net bank debt; 31 March 2023: £3.2m net cash)
· Equity dividends paid of £0.6m in the Period (H1 FY23: £nil)
· Post period end: return of capital of approximately £3.1m by way
of tender offer for 5 million Ordinary Shares at a fixed price of 62p per
Ordinary Share, expected to complete in December 2023, and updated upon
separately today via RNS.
Operational and commercial summary
· The Board of Directors of Northern Bear (the "Board") is pleased
with the Group's performance during the Period, with revenue and profits in
line with management's expectations and ahead of strong prior year results.
· Site activity levels remained high despite the ongoing
macro-economic challenges and their related impact on the construction
industry.
· The results in the Period are testament to the hard work and
commitment of the Group's employee base.
Outlook
· The Group has traded well during the first half of FY24 and has
the potential to trade ahead of strong prior year results should this level of
performance continue.
· At this stage, the Board confirms that the Group is trading in
line with market expectations.
· Our forward order book remains strong and should support our
trading performance in the coming months.
* No material adjustments to reported operating profit in the Period or H1
FY23
Harry Samuel, Non-Executive Chairman of Northern Bear, commented:
"Notwithstanding the challenging macro-economic environment, the Group's
performance has been strong during the Period and beyond, with a robust
pipeline of new business opportunities supported by the continued efforts of
our dedicated workforce."
For further information please contact:
Northern Bear plc
Harry Samuel - Non-Executive Chairman +44 (0) 166 182 0369
Tom Hayes - Finance Director +44 (0) 166 182 0369
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris
James Bellman
Hybridan LLP (Nominated Broker) +44 (0) 20 3764 2341
Claire Louise Noyce
Introduction
I am delighted to report the unaudited interim results for the Company and its
subsidiaries (together the "Group") for the six months ended 30 September 2023
(the "Period" or "H1 FY24").
These results represent a significant improvement on what were considered very
strong results in the prior period ended 30 September 2022 (the "Prior Period"
or "H1 FY23), and are testament to the hard work and commitment of the Group's
employee base.
Trading
Despite ongoing macro-economic challenges and their related impact on the
construction industry, our site activity levels remained high during the
Period across our Group of companies. This led to revenue in the Period
increasing by 8.7% to £36.9m (H1 FY23: £34.0m).
Gross margin increased to 22.2% (H1 FY23: 20.7%) through both greater
economies of scale from higher revenues and continued careful contract
selection and execution. This was offset to an extent by administrative
expenses increasing to £6.4m from £5.6m to support the higher revenue
levels.
All of our Roofing, Specialist Building Services, and Materials Handling
divisions made positive trading contributions during the Period.
As reported in our results for the financial year ended 31 March 2023
("FY23"), Arcas Building Solutions undertook a small number of contracts under
prior management where significant trading losses were incurred totalling
£733,000 (including a provision for losses through to completion). John
Davies was appointed as Managing Director at Arcas in April 2023 and has since
made significant commercial, management, and systems' improvements to the
business. I am pleased to report that Arcas traded profitably in the
Period.
As in prior years, we have included a calculation of adjusted Operating
Profit, adjusted EBITDA, and adjusted earnings per share in note 4 to these
interim results as supplemental measures of the Group's profitability, in
addition to the statutory measures defined under IFRS. The only adjusting
item to Operating Profit in the Period and Prior Period is for amortisation of
£6,000.
Cash flows
The Group had a net cash position, defined as cash balances less the amount
drawn down on our revolving credit facility, of £0.4m at 30 September 2023
(30 September 2022: net bank debt of £1.9m; 31 March 2023: net cash of
£3.2m). As in prior years, the financial year-end balance is usually a high
point reflecting favourable working capital movements, and excess cash
balances would be expected to normalise post year-end.
During the Period. the Company paid an ordinary dividend of 2.0p per ordinary
share (H1 FY23: nil) and a further special dividend of 1.0p per ordinary share
(H1 FY23: nil), providing a return of capital to shareholders of £0.6m (H1
FY23: £nil).
As we have emphasised in prior results, our net cash (or net bank debt)
position represents a snapshot at a particular point in time and can move by
up to £1.5m in a matter of days, given the nature, size and variety of
contracts that we work on and the related working capital balances. The lowest
position in the Period was £0.7m net bank debt, and the highest position in
the Period was £3.3m net cash, and the average was £0.7m net cash.
Tender offer and new bank facilities
On 23 October 2023, we announced a return of capital of up to £3.1m by way of
Tender Offer to shareholders for up to 5 million Ordinary Shares at a fixed
price of 62 pence per Ordinary Share. This was approved by shareholders at a
General Meeting on 15 November 2023; further to this we announced this morning
that the Tender Offer was fully subscribed, and it is expected to complete on
or around 8 December 2023.
The return of capital of £3.1m, plus associated costs, will be funded using
both existing cash resources and an increase of £1.0m to the Group's existing
debt facilities of £4.5m from Clydesdale Bank plc (trading as Virgin Money).
We had previously stated that costs and expenses related to the Tender Offer
were not expected to exceed an aggregate of £0.4 million inclusive of VAT.
While the final amount will only be confirmed following conclusion of the
Tender Offer, our current expectation is that the final costs and expenses
will be closer to £0.2m.
Outlook
As at the date of this report, the Board confirms that the Group is trading in
line with management's expectations and that our forward order book remains
strong.
The timing of Group turnover and profitability is, however, difficult to
predict, and our results are subject to monthly variability. In addition,
whilst on site activity levels have been encouraging, overall Group
performance is dependent on a number of factors outside of management's
control, including macro-economic factors and their impact on the construction
industry, any prolonged spells of severe weather, supply-chain and
construction materials availability, and ongoing challenges with attracting
and retaining employees within the construction industry.
Notwithstanding the inherent uncertainties associated with our industry, the
Group has made an excellent start to FY24 and has the potential to trade ahead
of strong prior year results should the current level of performance
continue.
People and Board changes
As announced following the conclusion of the General Meeting on 15 November
2023, Jeff Baryshnik resigned from his role as Non-Executive Chairman and as a
director of the Company with immediate effect. The board would like to thank
Jeff for his service as a director of the Company.
I have assumed the position of Interim Non-Executive Chairman, having
previously been a Non-Executive Director, until such time as the Board has
identified and appointed a permanent successor.
Martin Boden joined the Board as a Non-Executive Director on 13 September
2023. I am pleased to welcome Martin, who brings strong public markets
experience to the Board.
As always, our loyal, dedicated, and skilled workforce is a key part of our
success and we make every effort to support them, including through continued
training and health and safety compliance.
Conclusion
Once again, I would like to thank all our employees for their hard work and
commitment, and our shareholders for their continued support.
Harry Samuel
Non-Executive Chairman
29 November 2023
Consolidated statement of comprehensive income
for the six month period ended 30 September 2023
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue 36,890 33,951 69,724
Cost of sales (28,704) (26,935) (55,785)
Gross profit 8,186 7,016 13,939
Other operating income 16 13 35
Administrative expenses (6,449) (5,579) (11,828)
Operating profit 1,753 1,450 2,146
Finance costs (74) (89) (210)
Profit before income tax 1,679 1,361 1,936
Income tax expense (421) (234) (344)
Profit for the period 1,258 1,127 1,592
Total comprehensive income attributable to equity holders of the parent 1,258 1,127 1,592
Earnings per share from continuing operations
Basic earnings per share 6.7p 6.0p 8.5p
Diluted earnings per share 6.7p 6.0p 8.5p
Consolidated balance sheet
at 30 September 2023
30 September 2023 30 September 2022 31 March
2023
Unaudited Unaudited Audited
£'000 £'000 £'000
Assets
Property, plant and equipment 5,171 4,550 4,990
Right of use asset 1,565 1,596 1,553
Intangible assets 15,400 15,413 15,406
Trade and other receivables 983 783 799
Total non-current assets 23,119 22,342 22,748
Inventories 1,418 1,383 1,444
Trade and other receivables 13,964 14,535 12,771
Cash and cash equivalents 439 150 3,150
Total current assets 15,821 16,068 17,365
Total assets 38,940 38,410 40,113
Equity
Share capital 190 190 190
Capital redemption reserve 6 6 6
Share premium 5,169 5,169 5,169
Merger reserve 9,703 9,703 9,703
Retained earnings 8,195 7,034 7,499
Total equity attributable to equity holders of the Company 23,263 22,102 22,567
Liabilities
Trade and other payables 55 168 114
Lease liabilities 1,484 1,433 1,504
Deferred tax liabilities 1,059 879 1,059
Total non-current liabilities 2,598 2,480 2,677
Loans and borrowings 50 2,028 35
Trade and other payables 11,690 10,796 13,947
Lease liabilities 709 615 700
Current tax payable 630 389 187
Total current liabilities 13,079 13,828 14,869
Total liabilities 15,677 16,308 17,546
Total equity and liabilities 38,940 38,410 40,113
Consolidated statement of changes in equity
for the six month period ended 30 September 2023
Share capital Capital redemption reserve Share premium Merger reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2022 190 6 5,169 9,703 5,907 20,975
Total comprehensive income for the period
Profit for the period - - - - 1,127 1,127
At 30 September 2022 190 6 5,169 9,703 7,034 22,102
At 1 April 2022 190 6 5,169 9,703 5,907 20,975
Total comprehensive income for the year
Profit for the year - - - - 1,592 1,592
At 31 March 2023 190 6 5,169 9,703 7,499 22,567
At 1 April 2023 190 6 5,169 9,703 7,499 22,567
Total comprehensive income for the period
Profit for the period - - - - 1,258 1,258
Transactions with owners, recorded directly in equity
Equity dividends paid - - - - (562) (562)
At 30 September 2023 190 6 5,169 9,703 8,195 23,263
Consolidated statement of cash flows
for the six month period ended 30 September 2023
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Operating profit for the period 1,753 1,450 2,146
Adjustments for:
Depreciation of property, plant and equipment 420 361 787
Depreciation of lease asset 251 204 417
Amortisation 6 6 13
Loss on sale of property, plant and equipment (22) (16) (31)
2,408 2,005 3,332
Change in inventories 26 21 (40)
Change in trade and other receivables (1,377) (2,458) (710)
Change in trade and other payables (2,316) (2,903) 193
Cash (used in)/generated from operations (1,259) (3,335) 2,775
Interest paid (34) (56) (155)
Tax received/(paid) 22 99 (33)
Net cash flow from operating activities (1,271) (3,292) 2,587
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 246 193 520
Acquisition of property, plant and equipment (701) (614) (1,466)
Net cash from investing activities (455) (421) (946)
Cash flows from financing activities
Issue of borrowings 15 990 -
Repayment of borrowings - - (1,003)
Repayment of lease liabilities (438) (360) (721)
Equity dividends paid (562) - -
Net cash from financing activities (985) 630 (1,724)
Net decrease in cash and cash equivalents (2,711) (3,083) (83)
Cash and cash equivalents at start of period 3,150 3,233 3,233
Cash and cash equivalents at end of period 439 150 3,150
Notes
1. Basis of preparation
These interim consolidated financial statements have been prepared using accounting policies based on International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the UK. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 31 March 2023 Annual Report and Financial Statements. The financial information for the half years ended 30 September 2023 and 30 September 2022 does not constitute statutory accounts within the meaning of Section 434 (3) of the Companies Act 2006 and both periods are unaudited. The financial information has not been prepared (and is not required to be prepared) in accordance with IAS 34 Interim Financial Reporting.
The annual consolidated financial statements of Northern Bear plc (the "Company", or, together with its subsidiaries, the "Group") are prepared in accordance with the requirements of the Companies Act 2006 and UK adopted International Accounting Standards. The comparative financial information for the year ended 31 March 2023 included within this report does not constitute the full statutory Annual Report for that period. The statutory Annual Report and Financial Statements for the year ended 31 March 2023 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for the year ended 31 March 2023 was i) unqualified, ii) did not draw attention to any matters by way of emphasis, and iii) did not contain a statement under 498(2) - (3) of the Companies Act 2006.
2. Accounting policies
The Group has applied the same accounting policies and methods of computation
in its interim consolidated financial statements as in its 2023 annual
financial statements, as set out in Notes 2 and 3 of that document, except for
those that relate to new standards and interpretations effective for the first
time for periods beginning on (or after) 1 April 2023, and will be adopted in
the 2024 financial statements. The accounting policies applied are based on
the recognition and measurement principles of IFRS in issue as adopted by the
UK and are effective at 31 March 2024 or are expected to be adopted and
effective at 31 March 2024.
New and amended standards and interpretations issued by the IASB that will
apply for the first time in the next annual financial statements include:
· IFRS 17 - Insurance Contracts - effective date on or after 1
January 2023
· Amendments to IFRS 17 - Insurance Contracts; and Extension of the
Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance
Contracts) - effective date on or after 1 January 2023
· Disclosure of Accounting Policies (Amendments to IAS 1
Presentation of Financial Statements and IFRS Practice Statement 2 Making
Materiality Judgements) - effective date on or after 1 January 2023
· Definition of Accounting Estimates (Amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors) - effective
date on or after 1 January 2023
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12 Income Taxes) - effective date on or
after 1 January 2023
Adoption of the above standards and interpretations is not expected to have a
material impact on the Group's financial statements.
3. Taxation
The taxation charge for the six months ended 30 September 2023 is calculated
by applying the Directors' best estimate of the annual effective tax rate to
the profit for the period.
4. Alternative performance measures
The Group uses Adjusted Operating Profit, Adjusted EBITDA, and Adjusted
earnings per share as supplemental measures of the Group's profitability, in
addition to measures defined under IFRS. The directors consider these useful
due to the exclusion of specific items that could impact a comparison of the
Group's underlying profitability, and is aware that shareholders use these
measures to assist in evaluating performance.
The adjusting items for the alternative measures of profit are either
recurring but non-cash charges (amortisation of acquired intangible assets),
one-off non-cash items (impairment charges), or one-off exceptional items
(e.g., exceptional loss-making contracts in Arcas Building Solutions
Limited).
Adjusted operating profit is calculated as below:
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
£'000 £'000 £'000
Operating profit (as reported) 1,753 1,450 2,146
Loss-making contracts in Arcas Building Solutions - - 733
Amortisation of intangible assets arising on acquisitions 6 6 13
Adjusted profit for the period 1,759 1,456 2,892
Adjusted EBITDA is calculated as below:
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
£'000 £'000 £'000
Adjusted operating profit (as above) 1,759 1,456 2,892
Depreciation of property, plant and equipment 420 361 787
Depreciation of lease asset 251 204 417
Adjusted EBITDA 2,430 2,021 4,096
Adjusted basic and diluted earnings per share is presented in note 5 below.
5. Earnings per share
Basic earnings per share is the profit or loss for the period divided by the
weighted average number of ordinary shares outstanding, excluding those held
in treasury, calculated as follows:
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
Profit for the period (£'000) 1,258 1,127 1,592
18,725 18,725 18,725
Weighted average number of ordinary shares excluding shares held in treasury
for the proportion of the year held in treasury ('000)
Basic earnings per share 6.7p 6.0p 8.5p
The calculation of diluted earnings per share is the profit or loss for the
period divided by the weighted average number of ordinary shares outstanding,
after adjustment for the effects of all potential dilutive ordinary shares,
excluding those in treasury, calculated as follows:
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
Profit for the period (£'000) 1,258 1,127 1,592
18,725 18,725 18,725
Weighted average number of ordinary shares excluding shares held in treasury
for the proportion of the year held in treasury ('000)
Effect of potential dilutive ordinary shares ('000) 15 15 13
Diluted weighted average number of ordinary shares excluding shares held in 18,740 18,740 18,738
treasury for the proportion of the year held in treasury ('000)
Diluted earnings per share 6.7p 6.0p 8.5p
The following additional earnings per share figures are presented as the
Directors believe they provide a better understanding of the trading
performance of the Group.
Adjusted basic and diluted earnings per share is the profit or loss for the
period, adjusted for recurring but non-cash charges (amortisation of acquired
intangible assets), one-off non-cash items (impairment charges), or one-off
exceptional items (e.g. exceptional loss-making contracts in Arcas Building
Solutions Limited), divided by the weighted average number of ordinary
shares outstanding as presented above.
Adjusted earnings per share is calculated as follows:
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
Profit for the period (£'000) 1,258 1,127 1,592
Loss-making contracts in Arcas Building Solutions - - 733
Amortisation of intangible assets arising on acquisitions 6 6 13
Corporation tax effect of above items - - (139)
Adjusted profit for the period (£'000) 1,264 1,133 2,199
18,725 18,725 18,725
Weighted average number of ordinary shares excluding shares held in treasury
for the proportion of the year held in treasury ('000)
Adjusted basic earnings per share 6.8p 6.1p 11.7p
Adjusted diluted earnings per share 6.7p 6.0p 11.7p
6. Finance costs
6 months ended 6 months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Unaudited Unaudited Audited
£'000 £'000 £'000
On bank loans and overdrafts 34 56 128
Finance charges on lease liabilities 40 33 82
Total finance costs 74 89 210
7. Principal risks and uncertainties
The Directors consider that the principal risks and uncertainties which could
have a material impact on the Group's performance in the remaining six months
of the financial year remain the same as those stated on page 11 to 12, and 68
to 69 of our Annual Report and Financial Statements for the year ended 31
March 2023, which are available on the Company's website,
www.northernbearplc.com (http://www.northernbearplc.com) .
8. Half year report
The condensed financial statements were approved by the Board of Directors on
29 November 2023 and are available on the Company's website,
www.northernbearplc.com (http://www.northernbearplc.com) . Copies will be
sent to shareholders and are available on application to the Company's
registered office.
For and on behalf of the Board of Directors
Thomas Hayes
Finance Director
29 November 2023
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR NKFBQDBDBFDBRecent news on Northern Bear
See all newsREG - Northern Bear Plc - Holding(s) in Company
AnnouncementRCS - Northern Bear Plc - Presentation on Company Website
AnnouncementREG - Northern Bear Plc - Exercise of Options
AnnouncementREG - Northern Bear Plc - Board Changes
AnnouncementREG - Northern Bear Plc - Holding(s) in Company
Announcement