REG - Northern Bear Plc - Preliminary Results
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RNS Number : 9985Q Northern Bear Plc 15 July 2025
15 July 2025
Northern Bear PLC
("Northern Bear" or the "Company")
Preliminary results for the year ended 31 March 2025
The board of directors of Northern Bear (the "Board") is pleased to announce
its unaudited preliminary results for the year ended 31 March 2025 ("FY25")
for the Company and its subsidiaries (together, the "Group").
Financial summary
· Revenue of £78.1m (2024: £68.7m)
· Gross profit of £19.2m (2024: £15.9m), with a gross margin of
24.6% (2024: 23.1%)
· Adjusted EBITDA* of £5.4m (2024: £4.1m)
· Operating profit (EBIT) of £3.4m (2024: £2.4m)
· Adjusted operating profit (EBIT)* of £3.8m (2024: £2.6m)
· Basic earnings per share of 16.8p (2024: 9.5p)
· Adjusted earnings per share* 20.1p (2024: 10.7p)
· Equity dividends paid during the year of £0.3m (2024: £0.8m)
· Net cash position at 31 March 2025 of £2.5m (31 March 2024: net
debt of £2.2m)
* stated prior to the impact of amortisation and provisions for closure costs
relating to H Peel & Sons Limited (2024: amortisation and one-off contract
losses in Arcas Building Solutions)
Operational summary
· The Group delivered strong growth in operating results during
FY25, building on the strong performance of prior years; a testament to the
continued hard work and commitment of the Group's employee base.
· Site activity levels remained high, despite the ongoing
macro-economic challenges and their related impact on the construction
industry.
· Trading has been strong throughout FY25, with the group
benefitting from the very dry winter period and the strategy of maintaining a
good balance of private and public sector clients.
· A final dividend of 2.5p per ordinary share is proposed. In
addition, a special dividend of 1.0p per ordinary share is proposed to reward
shareholders following the excellent trading performance in FY25.
Post Period: Board appointment
· Julian Davis joined as Chief Financial Officer on 9 May 2025.
Julian is a Chartered Accountant and brings significant experience with listed
and privately owned businesses in the construction, contracting, and
housebuilding sectors.
Outlook
· Trading in the first quarter of the current financial year ("FY
26") has started positively and results are in line with management
expectations for Q1 FY 26.
· As always, the timing of Group turnover and profitability is
difficult to predict, despite the continued strong forward order book, and our
results are subject to monthly variability.
· The latest expectations for FY26 are for operating profits to
remain consistent with the excellent results in FY25 notwithstanding
significant investments in both personnel and premises to generate further
growth.
Simon Carr CBE, Chairman of Northern Bear, commented:
"I am delighted with the Group's excellent results for the year, and I would
like to wholeheartedly thank all of our employees for their talent, hard work
and commitment, and our shareholders for their continued support.
I am also pleased to welcome Julian Davis to the executive team and look
forward to continuing to work with the Board in my role as Chairman as we
build on this success."
For further information contact:
Northern Bear PLC
John Davies - Chief Executive Officer +44 (0) 166 182 0369
Julian Davis - Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris
James Bellman
Hybridan LLP (Nominated Broker) +44 (0) 203 764 2341
Claire Louise Noyce
Chief Executive Officer's Report
Introduction
I am delighted to report the results for the year to 31 March 2025 ("FY25")
for Northern Bear Plc ("the Company") and its subsidiaries (together, "the
Group"). This year has seen a strong performance from the operating
businesses, with the exception of H Peel and Sons Limited ("H Peel"), which as
previously announced was closed in May 2025.
All of the Group's subsidiaries have benefited from the very dry winter period
and also our strategy of maintaining a balanced mix of private and public
sector clients.
Trading
Revenue in the year was £78.1m (2024: £68.7m) and gross profit increased to
£19.2m (2024: £15.9m) at a gross margin of 24.6% (2024: 23.1%). Growth in
revenue has been achieved through further investment in people, training and
the relocation of businesses to support future growth plans.
The improved gross margin resulted from a move in the sales mix into the
higher-margin areas of the Group's business and continued careful contract
selection and execution.
Administrative expenses have increased to £15.9m (2024: £13.5m). The
increase largely relates to the investments referred to above, increased legal
and professional costs and increased depreciation. General overheads also
increased in line with the growth in revenue.
The Group incurred one-off provision costs in FY25 of £0.4m in relation to
the costs of the closure of H Peel. These costs have been included in the
calculation of alternative performance measures in note 3 below.
After taking account of these costs, the Group reported an operating profit of
£3.4m (2024: £2.4m) and basic earnings per share of 16.8p (2024:
9.5p).
Northern Bear Roofing
Our roofing businesses have performed ahead of management expectations with
growth in revenue from £32.4m in FY24 to £33.1m in FY25. The dry winter
period has assisted in delivering the strong performance and our decision to
invest in training and certification to enable our roofing teams to install
photovoltaic roof systems has added to both revenue and profitability in the
second half of the year. Operating profits in the roofing division increased
to £2.5m (2024: £2.3m).
We will continue to invest in decarbonisation solutions within this division.
This strategy will require short term investment in relocating businesses to
support our growth plans, but will continue to strengthen our market position
in this sector, particularly in public and private sector housing.
Northern Bear Specialist Building Services
Our building services division had a very strong year with revenue increasing
from £32.5m in FY24 to £41.2m in FY25 and a corresponding increase in gross
margin from 24.1% to 25.1%.
There has been significant growth in the delivery of passive fire stopping at
Isoler Limited, our fire protection business. Whilst this has largely been
market driven, our strategy of providing a one stop solution to end user /
landlord clients is providing new work streams and opportunities both inside
and outside the North East region. Against this backdrop, we will be making
further investment in the management infrastructure, including a specialist
compliance team in FY26 to further enhance our offering and provide a stable
platform for future growth.
Arcas Building Solutions Limited has performed well during year and stabilised
its trading performance after challenges in the previous year. Improvements
in the quality and delivery of contracts has resulted in improved margin
performance during the year.
Our other contracting business, MGM Limited, has also traded strongly during
the year with growth in both revenue and profitability.
We have previously announced our decision to close H Peel. Losses in FY24 of
£0.2m lead to a full review of the business and a decision to close was made
in early 2025. The company will continue to trade and fulfil all its
contractual obligations in FY26. A provision for closure and associated costs
of £0.4m has been made and the consolidated results for FY25 include trading
losses of £0.5m.
Northern Bear Materials Handling
Our materials handling business had another good trading year in FY25.
During the period we made further investment into the hire fleet which will
assist in growing our stable, long term hire revenues.
Cash Flow and Bank Facilities
Cash generated from operations in FY25 was £7.7m (2024: £1.1m). The cash
position at 31 March 2024 was significantly impacted by the timing of Easter
and, as a result, the balance increased significantly in early April 2024.
However, the cash generation in FY25 is primarily due to the Group's strong
trading performance and demonstrates our ability to turn profits into cash.
In FY24, we funded the purchase of ordinary shares by way of a tender offer in
October 2023, using a five year £3.5m amortising term loan with Virgin Money
plc, our existing bankers. The loan balance at 31 March 2025 has reduced to
£1.5m as a result of early repayments of £1m, made in addition to normal
quarterly repayments, facilitated by our strong cash generation.
Our net bank cash position at 31 March 2025 was £2.5m (31 March 2024: £2.2m
net debt). The net cash position consisted of £4.0m cash and cash
equivalents (2024: £1.0m) and £1.5m bank debt (2024: £3.2m).
As we have emphasised in previous years' 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 resulting working capital balances.
The lowest cash position during FY25 was £2.1m net bank debt, the highest was
£2.5m net cash, and the average was £0.4m net bank debt.
While the Group's working capital requirements will continue to vary depending
on the ongoing customer and contract mix, we believe that our financial
position and bank facilities provide us with ample cash resources for the
Group's ongoing operational requirements.
Strategy & Dividend
In September 2024, the Group paid a final dividend of £0.3m representing a 2p
dividend per ordinary share. In FY24, significant returns of capital were
made to shareholders, being £3.1m by way of tender offer (plus associated
costs) and a further £0.8m in dividends.
Our priority is now to repay the remaining term debt and continue to invest in
our businesses to generate further growth and create shareholder value.
However, whilst prioritising the repayment of the term debt, we recognise the
importance of a regular dividend to the Company's shareholders and the
Directors propose the payment of an increased final dividend of 2.5 p per
share plus a special dividend of 1p per share, in recognition of this year's
outstanding performance. This will be payable on 24 September 2025 to
shareholders on the register on 29 August 2025. This is obviously subject to
shareholder approval at the Annual General Meeting, which will be held on 9
September 2025.
Our intention is to continue with a progressive dividend policy, subject to
the Group's relative performance and after considering the Group's available
cash, working capital requirements, corporate opportunities, debt obligations,
and the macro-economic environment at the relevant time.
Outlook
Our forward order book remains strong and is expected to support our trading
performance in the coming months, subject to any business-specific
considerations noted in the trading statement above.
As we have regularly reported, the timing of Group turnover and profitability
is difficult to predict, despite the continued strong order book, and our
results are subject to monthly variability. We will continue to update
shareholders with ongoing trading updates.
We have made a strong start to FY26 and results to date have been in line with
management expectations.
People
I have now been in my role as Chief Executive Officer for over a year and,
following a number of Board changes in FY24, there have been further changes
in FY25.
Anil Khera
Anil resigned from his role as Non-Executive Director on 17 July 2024, as the
Executive and Non-Executive Team was restructured, and the Board would like to
thank Anil for his hard work and contribution to the Company and wishes him
well for his future endeavours.
Tom Hayes
Tom resigned as a Director of the Company and its subsidiaries on 31 December
2024. Tom continued to work with the Group in a part time capacity until 31
March 2025. The Board would like to take this opportunity to thank Tom for
his contribution to the Group over the last 10 years and wish him every
success in his new role.
Simon Carr CBE
Simon Carr, who joined the Group on 17 July 2024 as Non-Executive Chairman, is
a highly experienced individual with over 45 years' experience in the
construction industry, having sat on the boards of both private and public
companies. He was notably recognised in the 2020 Queen's Birthday Honours
List, receiving a CBE for services to the construction industry and charity.
Simon sits on the board of trustees at Beverly Minister Old Fund and is the
chair of the board of Road Link (A69) Limited and Road Link (A69) Holdings
Limited (both companies that Henry Boot Plc hold a majority shareholding in).
He is also the Independent Company Secretary and past national chair of the
National Federation of Builders.
Simon was previously the Managing Director of Henry Boot Construction Limited
and sat on the Executive Committee of Henry Boot Plc. He was also
a private-sector board member for the Sheffield City Region Local Enterprise
Partnership Board for eight years, sitting on a number of associated public
and private sector boards. Simon sat on the CBI Construction Council for six
years and is a past president of the Yorkshire Builders Federation.
Julian Davis
Julian joined as Group CFO on 9 May 2025 and brings extensive financial and
sector-specific experience to Northern Bear. He began his career at KPMG,
where he qualified as a chartered accountant. During this time, he worked
closely with both listed and privately owned businesses across a range of
sectors.
Subsequently, Julian served for ten years as CFO at a prominent regional
residential developer. As a key member of the executive team, he was
responsible for shaping and delivering strategic initiatives and driving
financial and operational performance.
Following a 12-month career break, Julian joins Northern Bear, bringing with
him significant experience in the construction, contracting, and housebuilding
sectors.
Our workforce
As always, our loyal, dedicated, and skilled workforce is a key part of our
success and we make every effort both to retain and protect them through
continued training and health and safety compliance, supported by our health
and safety advisory business, Northern Bear Safety Limited.
Conclusion
I am delighted with the Group's results for the year and look forward to
continuing working with Simon and the Board in my role as Chief Executive
Officer.
Once again, I would like to wholeheartedly thank all our employees for their
hard work and commitment, and our shareholders for their continued
support.
John Davies
Chief Executive Officer
Consolidated statement of comprehensive income
for the year ended 31 March 2025
2025 2024
£000 £000
Revenue 78,110 68,681
Cost of sales (58,892) (52,811)
Gross profit 19,218 15,870
Other operating income 32 33
Administrative expenses (15,865) (13,471)
Operating profit 3,385 2,432
Finance income 53 -
Finance costs (386) (294)
Profit before income tax
3,052 2,138
Income tax expense (747) (514)
Profit for the year
2,305 1,624
Total comprehensive income attributable to equity holders of the parent
2,305 1,624
Earnings per share from operations
Basic earnings per share 16.8p 9.5p
Diluted earnings per share 16.7p 9.5p
Consolidated balance sheet
At 31 March 2025
2025 2024
£000 £000
Assets
Property, plant and equipment 6,008 5,542
Right of use asset 1,343 1,371
Intangible assets 15,384 15,394
Trade and other receivables 1,046 899
Total non-current assets 23,781 23,206
Inventories 1,521 1,496
Trade and other receivables 13,282 13,667
Cash and cash equivalents 3,974 978
Total current assets 18,777 16,141
Total assets 42,558 39,347
Equity
Share capital 190 190
Capital redemption reserve 6 6
Share premium 5,174 5,169
Merger reserve 9,703 9,703
Retained earnings 7,240 5,194
Total equity attributable to equity holders of the Company 22,313 20,262
Liabilities
Loans and borrowings 750 2,450
Trade and other payables - 28
Lease liabilities 1,056 1,239
Deferred tax liabilities 1,269 1,229
Total non-current liabilities 3,075 4,946
Loans and borrowings 700 764
Trade and other payables 14,344 12,305
Provisions 644 -
Lease liabilities 727 724
Current tax payable 755 346
Total current liabilities 17,170 14,139
Total liabilities 20,245 19,085
Total equity and liabilities 42,558 39,347
Consolidated statement of changes in equity
For the year ended 31 March 2025
Share Capital Share Merger Retained Total
capital
premium
reserve
earnings
equity
redemption
reserve
£000 £000 £000 £000 £000 £000
At 1 April 2023 190 6 5,169 9,703 7,499 22,567
Total comprehensive income for the year
Profit for the year - - - - 1,624 1,624
Transactions with owners,
Recorded directly in equity
Exercise of share options - - - - 7 7
Return of capital to shareholders by way of tender offer
Equity dividends paid - - - - (3,100) (3,100)
- - - - (836) (836)
At 31 March 2024 190 6 5,169 9,703 5,194 20,262
At 1 April 2024 190 6 5,169 9,703 5,194 20,262
Total comprehensive income for the year
Profit for the year - - - - 2,305 2,305
Transactions with owners, recorded directly in equity
Exercise of share options - - 5 - - 5
Share-based payment expense - - - - 16 16
Equity dividends paid - - - - (275) (275)
At 31 March 2025 190 6 5,174 9,703 7,240 22,313
Consolidated statement of cash flows
For the year ended 31 March 2025
2025 2024
£000 £000
Cash flows from operating activities
Operating profit for the year 3,385 2,432
Adjustments for:
Depreciation of property, plant and equipment 1,003 896
Depreciation of lease asset 527 512
Amortisation 10 12
Profit on sale of property, plant and equipment (10) (20)
Share-based payment expense 16 -
Increase in provisions 644 -
5,575 3,832
Change in inventories (25) (52)
Change in trade and other receivables 238 (996)
Change in trade and other payables 1,944 (1,727)
Cash generated from operations 7,732 1,057
Tax paid (298) (185)
Net cash flow from operating activities 7,434 872
Cash flows from investing activities
Interest received 53 -
Proceeds from sale of property, plant and equipment 478 816
Acquisition of property, plant and equipment (1,937) (2,000)
Net cash from investing activities (1,406) (1,184)
Cash flows from financing activities
Issue of borrowings - 3,500
Repayment of bank loans (1,700) (321)
Repayment of other loans (64) -
Repayment of lease liabilities (612) (921)
Proceeds from the exercise of share options 5 7
Return of capital to shareholders by way of tender offer - (3,100)
Interest paid (386) (189)
Equity dividends paid (275) (836)
Net cash from financing activities (3,032) (1,860)
Net decrease in cash and cash equivalents 2,996 (2,172)
Cash and cash equivalents at start of year 978 3,150
Cash and cash equivalents at end of year 3,974 978
Notes
1 Basis of preparation
This announcement has been prepared in accordance with the Company's
accounting policies which are based on International Financial Reporting
Standards (IFRS Accounting Standards), though it is noted that this
announcement does not contain sufficient information itself to comply with
IFRS Accounting Standards.
The accounting policies are the same as those applied in preparation of the
financial statements for the year ended 31 March 2024, apart from the
following standards, amendments and interpretations, which became effective
for the first time, and which were adopted by the Group for the financial year
ended 31 March 2025:
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) -
effective date on or after 1 January 2024
· Classification of Liabilities as Current or Non-Current,
Non-current Liabilities with Covenants: amendments to IAS 1 - effective date
on or after 1 January 2024
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) -
effective date on or after 1 January 2024
Their adoption has not had any material impact on the disclosures or amounts
reported in the financial statements. For the purposes of their assessment
of the appropriateness of the preparation of the Group's financial statements
on a going concern basis, the directors have considered the current cash
position and forecasts of future trading including working capital and
investment requirements.
During the financial year the Group met its day to day working capital
requirements through bank facilities with Virgin Money plc. These facilities
were refinanced in October 2023 and at that point comprised a £3.5m term
loan, a £1.0m revolving credit facility, and a £1.0m bank overdraft. At 31
March 2025 the Group had cash and cash equivalents of £4.0m, with nothing
drawn on the overdraft or revolving credit facility, and £1.5m outstanding on
the term loan.
The overdraft facility expires on 30 June 2026 and the revolving credit
facility was most recently renewed on 20 October 2023 and is committed to 20
October 2026. The term loan was drawn down on 23 October 2023 and is
repayable in full in equal quarterly instalments by 30 September 2028.
The Group's forecasts and projections, taking account of reasonable possible
changes in trading performance, show that the Group and the Company should
have sufficient cash resources to meet its requirements for at least the next
12 months. Accordingly, the adoption of the going concern basis in preparing
the financial statements remains appropriate.
2 Status of financial information
The financial information set out above does not constitute the Company's
financial statements for the years ended 31 March 2025 or 31 March 2024.
The financial statements for the year ended 31 March 2025 will be finalised on
the basis of the financial information presented by the Directors in this
preliminary announcement and will be delivered to the Registrar of Companies
following the Company's Annual General Meeting. The results are unaudited;
however, we do not expect there to be any difference between the numbers
presented and those within the annual report.
The financial information for the year ended 31 March 2024 is derived from the
financial statements for that year, which have been delivered to the Registrar
of Companies. The auditor has reported on the 2024 financial statements;
their report was i) unqualified, ii) did not include references to any matters
to which the auditors drew attention by way of emphasis, without qualifying
their report, and iii) did not contain a statement under section 498(2) or (3)
of the Companies Act 2006.
3 Alternative performance measures
The Group uses Adjusted Operating Profit, Adjusted EBITDA, and Adjusted EPS as
supplemental measures of the Group's profitability, in addition to measures
defined under IFRS, and these items are discussed in the Chief Executive
Officer's Report. 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, or significant one-off items (which are discussed
further in the Chief Executive Officer's Report).
Adjusted operating profit is calculated as below:
2025 2024
£'000 £'000
Operating profit (as reported) 3,385 2,432
Loss-making contracts in Arcas Building Solutions and tender offer costs - 200
Amortisation of intangible assets arising on acquisitions 10 12
Costs associated with the closure of H Peel & Sons Limited 444 -
Adjusted operating profit 3,839 2,644
Adjusted EBITDA is calculated as below:
2025 2024
£'000 £'000
Adjusted operating profit (as above) 3,839 2,644
Depreciation of property, plant and equipment 1,003 896
Depreciation of lease assets 527 512
Adjusted EBITDA 5,369 4,052
Adjusted basic and diluted earnings per share is presented in note 4 below.
4 Earnings per share
Basic earnings per share is the profit or loss for the year divided by the
weighted average number of ordinary shares outstanding, excluding those in
treasury, calculated as follows:
2025 2024
Profit for the year (£000) 2,305 1,624
Weighted average number of ordinary shares excluding shares held in treasury 13,751 17,118
for the proportion of the year held in treasury ('000)
Basic earnings per share 16.8p 9.5p
The calculation of diluted earnings per share is the profit or loss for the
year 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:
2025 2024
Profit for the year (£000) 2,305 1,624
Weighted average number of ordinary shares excluding shares held in treasury 13,751 17,118
for the proportion of the year held in treasury ('000)
Effect of potential dilutive ordinary shares ('000) 41 14
Diluted weighted average number of ordinary shares excluding shares held in
treasury for the proportion of the year held in treasury ('000)
13,792 17,132
Diluted earnings per share 16.7p 9.5p
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
year, adjusted for the impact of costs associated with the closure of the H
Peel & Sons Limited business (2024: costs of the tender offer to
shareholders, Arcas contract losses, and amortisation), divided by the
weighted average number of ordinary shares outstanding as presented above.
More detail on these adjustments is included in the Chief Executive Officer's
Report.
Adjusted earnings per share is calculated as follows:
2025 2024
Profit for the year (£000) 2,305 1,624
Loss-making contracts in Arcas Building Solutions and tender offer costs - 200
Amortisation of intangible assets arising on acquisitions 10 12
Costs associated with the closure of the H Peel & Sons Limited business 444 -
Adjusted profit for the year (£000) 2,759 1,836
Weighted average number of ordinary shares excluding shares held in treasury
for the proportion of the year held in treasury ('000)
13,751 17,118
Adjusted basic earnings per share 20.1p 10.7p
Adjusted diluted earnings per share 20.0p 10.7p
5 Finance income and costs
2025 2024
£000 £000
Finance income:
Bank interest 53 -
Finance costs:
On bank loans and overdrafts 256 201
Finance charges on lease liabilities 130 93
Total finance costs 386 294
6 Loans and borrowings
2025 2024
£000 £000
Non-current liabilities
Secured bank loans 750 2,450
750 2,450
Current liabilities
Secured bank loans 700 700
Other loans - 64
700 764
The Group retains a £1.0m (2024: £1.0m) revolving credit facility and a
£1.0m (2024: £1.0m) overdraft facility, both with Virgin Money plc, for
working capital purposes. During the prior year, a £3.5m term loan was drawn
down with Virgin Money plc and the revolving credit facility was reduced at
the same time.
As at 31 March 2025, a total of £nil (2024: £nil) was drawn down on the
revolving credit and overdraft facilities, and £1.5m was outstanding on the
term loan facility.
This provides a net cash figure at 31 March 2025 of £2.5m (2024: £2.2m net
debt) after offsetting cash and cash equivalents of £4.0m (2024: £1.0m).
The overdraft facility expires on 30 June 2026, and the revolving credit
facility was most recently renewed on 20 October 2023 and is committed to 20
October 2026. The term loan was drawn down on 23 October 2023 and is
repayable in full in equal quarterly instalments by 30 September 2028.
7 Availability of financial statements
The Group's Annual Report and Financial Statements for the year ended 31 March
2025 are expected to be approved by 21 July 2025 and will be posted to
shareholders during the week commencing 21 July 2025. Further copies will be
available to download on the Company's website at:
http://www.northernbearplc.com (http://www.northernbearplc.com/) . It is
intended that the Annual General Meeting will take place at the Company's
registered office, A1 Grainger, Prestwick Park, Prestwick, Newcastle upon
Tyne, NE20 9SJ, at 1:00pm on 9 September 2025.
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