TIDMNTBR

RNS Number : 6636T

Northern Bear Plc

26 November 2021

26 November 2021

Northern Bear plc

("Northern Bear" or the "Company")

Interim results for the six month period ended 30 September 2021

The board of directors of Northern Bear (the "Board") is pleased to announce the unaudited interim results for the Company and its subsidiaries (together the "Group") for the six months to 30 September 2021.

Financial Summary

   --      Revenue of GBP30.0m (H1 2020: GBP20.1m) 
   --      Adjusted operating profit* of GBP1.5 m (H1 2020: GBP0.5m) 
   --      Net cash of GBP0.6m at 30 September 2021 

-- Robust trading performance despite industry-wide supply chain disruptions and staffing challenges

   --      Positive outlook for the second half of the financial year 

-- Appointment of two new independent non-executive Directors with significant corporate, financial, and real estate experience

* stated prior to the impact of amortisation and impairment charges

Jeff Baryshnik, Non-Executive Chairman of Northern Bear, commented:

"We are pleased to announce strong operating results for the period, despite ongoing industry-wide challenges."

"It is a testament to the executive team and subsidiary operating teams that these results exceed those from the comparable pre-pandemic period for the six months ended 30 September 2019. With a strong order book, we are well positioned to continue to generate a more normalised level of profitability."

For further information please contact:

 
 
                                                 +44 (0) 166 
 Northern Bear plc                                  182 0369 
  Jeff Baryshnik - Non-Executive Chairman        +44 (0) 166 
  Tom Hayes - Finance Director                      182 0369 
 Strand Hanson Limited (Nominated Adviser 
  and Broker) 
  James Harris                               +44 (0) 20 7409 
  James Bellman                                         3494 
 

Chairman's Statement

Introduction

I am pleased to report the unaudited interim results for the six months ended 30 September 2021 (the "Period") for Northern Bear plc (the "Company" and, together with its subsidiaries, the "Group").

Further to the recent trading update, I am pleased to confirm the Group's results for the Period, with adjusted operating profit (stated prior to the impact of amortisation and impairment charges) of GBP1.5m (H1 2020: GBP0.5m) and diluted earnings per share of 6.1p (H1 2020: 13.2p diluted loss per share).

In our last Annual Report and Accounts published in July 2021, we noted the industry-wide challenges with respect to both availability and price inflation of construction materials. There also have been well-publicised challenges in relation to attracting and retaining employees in the construction industry. Despite the impact of these headwinds on our businesses, our Group generated strong operating results that exceeded those of the comparable pre-pandemic period for the six months ended 30 September 2019.

Trading

Despite industry-wide challenges, our Group companies generated strong results in aggregate during the Period. Our roofing division was somewhat more adversely impacted by materials shortages than the other divisions, but our companies have strong and well-established supplier relationships and have been able, on the whole, to work with our robust supply chain to ensure continuity of supply for contracts

Revenue for the Period was GBP30.0m (H1 2020: GBP20.1m) and, through the greater economy of scale from higher revenues along with continued careful contract selection and execution, gross margins materially exceeded those of the period ending 30 September 2020 ("Prior Period") at 19.5% (H1 2020: 14.5%).

Administrative expenses increased to GBP4.5m (H1 2020: GBP3.8m) due to both an element of semi-variable costs in the overhead base and the voluntary and temporary wage reductions incurred by Group directors during the Prior Period.

Overall profit before income tax for the Period was GBP1.4m (H1 2020: GBP2.4m loss) and diluted earnings per share was 6.1p (H1 2020: 13.2p diluted loss per share).

Cash flow

Net cash at 30 September 2021 was GBP0.6m (30 September 2020: GBP0.6m, 31 March 2021: GBP2.1m).

We had stated in the March 2021 results that the cash position at 31 March 2021 reflected some favourable working capital swings which to an extent would be expected to reverse post year-end. This was the case, and the current customer and contract mix has an increased working capital requirement which reduced the cash balance during the Period.

As we have emphasised previously, the net cash/bank debt position represents a snapshot at a particular point in time and our net cash/bank debt position can move by up to GBP1.5m in a matter of days given the nature, size and variety of contracts and their associated working capital requirements. The highest bank position during the Period was GBP2.5m net cash, the lowest net bank debt position during the period was GBP1.2m net bank debt, and the average was GBP0.1m net cash.

Our existing GBP3.5m revolving credit facility with Virgin Money plc (previously known as Yorkshire Bank) was renewed in March 2020 and provides us with committed working capital facilities to May 2023, along with a GBP1m overdraft facility which is renewable annually.

Strategy and Dividend

Following recent Board appointments, as detailed below, I have commenced a process of engaging with the Board and management to discuss and review the Group's strategy and approach to capital allocation, including the dividend policy. Once this process is completed, we will provide further information to shareholders. Our existing policy is to pay only a final dividend, at the Board's discretion, and to assess future dividend levels in line with the Group's relative performance, after taking into account 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 should support our trading performance in the coming months, subject to the ongoing supply chain and staffing challenges noted above and the uncertainty over the long-term outlook for the COVID-19 pandemic.

People and Board changes

As announced on 11 November 2021, I am pleased that Harry Samuel and Anil Khera were appointed to the Board as non-executive directors effective as of that date.

Anil Khera began his career at Credit Suisse, within DLJ Real Estate Capital Partners, before joining Blackstone's real estate investment team in 2006 where he spent 10 years, becoming a managing director of the Real Estate Capital Markets team in 2011. In 2016, Mr Khera founded Node Living, a fully integrated residential investment, development and management company based in London which operates across Europe and North America.

Harry Samuel spent over 20 years across various leadership roles within Royal Bank of Canada (RBC). This included roles as Global Head of Funding and Liquidity Asset Management, Foreign Exchange and Commodities, and Fixed Income and Currencies, before becoming CEO of RBC Capital Markets Europe in 2011 and subsequently CEO of RBC Investor & Treasury Services and Chair of RBC's European Executive Committee from 2013 to 2019. Mr Samuel currently serves as CEO of Affordable Housing Communities Limited and Managing Director of Affordable Housing and Healthcare Group Limited, a leading UK developer, constructor and operator of shared ownership communities working in partnership with local authorities, NHS Trusts and institutional investors to create socially impactful developments.

The Company also announces that, further to the Company's announcement of 24 August 2021, John Holroyd has retired from the Board. Steve Roberts, formerly Executive Chairman, resigned as a Director of the Company on 24 August and continues to be part of the Group's operational management team and a Director of all our subsidiary companies. The Board and I would like to thank John and Steve for their contributions as Directors of the Company.

Conclusion

I am pleased to report a strong set of results for the Period that exceeded those of the comparable pre-pandemic period for the six months ended 30 September 2019 despite widespread industry challenges. As always, our loyal, dedicated and skilled workforce is a key part of our success, and we make every effort to support them through continued training and health and safety compliance. I would once more like to thank all of our employees for their hard work and contribution.

Jeff Baryshnik

Non-Executive Chairman

26 November 2021

Consolidated statement of comprehensive income

for the six month period ended 30 September 2021

 
                                      6 months ended   6 months ended      Year ended 
                                        30 September     30 September 
                                                2021             2020   31 March 2021 
                                           Unaudited        Unaudited         Audited 
                                             GBP'000          GBP'000         GBP'000 
 
 Revenue                                      29,973           20,105          49,182 
 Cost of sales                              (24,114)         (17,190)        (40,726) 
                                     ---------------  ---------------  -------------- 
 Gross profit                                  5,859            2,915           8,456 
 Other operating income                           86            1,366           1,549 
 Administrative expenses                     (4,459)          (3,806)         (8,640) 
                                     ---------------  ---------------  -------------- 
 Operating profit (before 
  amortisation and other 
  adjustments)                                 1,486              475           1,365 
                                     ---------------  ---------------  -------------- 
 Impairment charge                                 -          (2,807)         (2,807) 
 Amortisation of intangible 
  assets arising on acquisitions                 (7)             (16)            (13) 
                                     ---------------  ---------------  -------------- 
 Operating profit/(loss)                       1,479          (2,348)         (1,455) 
 Finance costs                                  (65)             (68)           (176) 
                                                      ---------------  -------------- 
 Profit/(loss) before income 
  tax                                          1,414          (2,416)         (1,631) 
 Income tax expense                            (270)             (60)           (162) 
                                     ---------------  ---------------  -------------- 
 Profit/(loss) for the period                  1,144          (2,476)         (1,793) 
                                     ---------------  ---------------  -------------- 
 
 Total comprehensive income/(loss) 
  attributable to equity 
  holders of the parent                        1,144          (2,476)         (1,793) 
                                     ===============  ===============  ============== 
 
 Earnings per share from 
  continuing operations 
 Basic earnings/(loss) per 
  share                                         6.1p          (13.3p)          (9.6p) 
 Diluted earnings/(loss) 
  per share                                     6.1p          (13.2p)          (9.6p) 
 

Consolidated balance sheet

at 30 September 2021

 
                                   30 September   30 September   31 March 
                                           2021           2020       2021 
                                      Unaudited      Unaudited    Audited 
                                        GBP'000        GBP'000    GBP'000 
 Assets 
 Property, plant and equipment            3,893          3,375      3,596 
 Right of use asset                       1,183          1,198      1,094 
 Intangible assets                       18,037         18,040     18,044 
 Trade and other receivables              1,006          1,080        872 
 Total non-current assets                24,119         23,693     23,606 
 
 Inventories                              1,080            881        974 
 Trade and other receivables             12,010         10,673      9,843 
 Cash and cash equivalents                  563            569      2,114 
 Total current assets                    13,653         12,123     12,931 
                                  -------------  -------------  --------- 
 Total assets                            37,772         35,816     36,537 
                                  =============  =============  ========= 
 
 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                        8,362          6,535      7,218 
 Total equity attributable to 
  equity holders of the Company          23,430         21,603     22,286 
                                  =============  =============  ========= 
 
 Liabilities 
 Deferred consideration                      50             50          - 
 Trade and other payables                     -              -        122 
 Lease liabilities                        1,078          1,114      1,039 
 Deferred tax liabilities                   487            294        487 
 Total non-current liabilities            1,615          1,458      1,648 
                                  -------------  -------------  --------- 
 
 Loans and borrowings                        22             31         28 
 Deferred consideration                       -             50         50 
 Trade and other payables                11,703         11,705     11,936 
 Lease liabilities                          565            571        533 
 Current tax payable                        437            398         56 
 Total current liabilities               12,727         12,755     12,603 
                                  -------------  -------------  --------- 
 Total liabilities                       14,342         14,213     14,251 
                                  =============  =============  ========= 
 Total equity and liabilities            37,772         35,816     36,537 
                                  =============  =============  ========= 
 

Consolidated statement of changes in equity

for the six month period ended 30 September 2021

 
                                               Capital 
                                   Share    redemption      Share     Merger    Retained     Total 
                                 capital       reserve    premium    reserve    earnings    equity 
                                 GBP'000       GBP'000    GBP'000    GBP'000     GBP'000   GBP'000 
 
 At 1 April 2020                     190             6      5,169      9,703       9,011    24,079 
 
 Total comprehensive income 
 for the period 
 Loss for the period                   -             -          -          -     (2,476)   (2,476) 
 
 At 30 September 2020                190             6      5,169      9,703       6,535    21,603 
                               =========  ============  =========  =========  ==========  ======== 
 
 At 1 April 2020                     190             6      5,169      9,703       9,011    24,079 
 
 Total comprehensive income 
 for the year 
 Loss for the year                     -             -          -          -     (1,793)   (1,793) 
 
 At 31 March 2021                    190             6      5,169      9,703       7,218    22,286 
                               =========  ============  =========  =========  ==========  ======== 
 
 At 1 April 2021                     190             6      5,169      9,703       7,218    22,286 
 
 Total comprehensive income 
 for the period 
 Profit for the period                 -             -          -          -       1,144     1,144 
 
 At 30 September 2021                190             6      5,169      9,703       8,362    23,430 
                               =========  ============  =========  =========  ==========  ======== 
 
 

Consolidated statement of cash flows

for the six month period ended 30 September 2021

 
                                       6 months ended   6 months ended   Year ended 
                                         30 September     30 September     31 March 
                                                 2021             2020         2021 
                                            Unaudited        Unaudited      Audited 
                                              GBP'000          GBP'000      GBP'000 
 Cash flows from operating 
  activities 
 Operating profit/(loss) for 
  the period                                    1,479          (2,348)      (1,455) 
 
 Adjustments for: 
 Depreciation of property, 
  plant and equipment                             312              283          600 
 Depreciation of lease asset                      174              185          373 
 Amortisation                                       7               16           13 
 Impairment charge                                  -            2,807        2,807 
 Profit/(loss) on sale of property, 
  plant and equipment                             (5)                2            - 
                                                1,967              945        2,338 
 Change in inventories                          (106)              126           33 
 Change in trade and other 
  receivables                                 (2,301)          (2,472)      (1,434) 
 Change in trade and other 
  payables                                      (355)            2,514        2,867 
                                      ---------------  ---------------  ----------- 
 Cash (used in)/generated from 
  operations                                    (795)            1,113        3,804 
 Interest paid                                   (42)             (33)        (176) 
 Tax paid                                         111                -        (252) 
                                      ---------------  ---------------  ----------- 
 Net cash flow from operating 
  activities                                    (726)            1,080        3,376 
                                      ---------------  ---------------  ----------- 
 
 Cash flows from investing 
  activities 
 Proceeds from sale of property, 
  plant and equipment                             240              218          420 
 Acquisition of property, plant 
  and equipment                                 (727)            (591)      (1,200) 
 Acquisition of subsidiary 
  (net of cash acquired)                            -                -         (50) 
                                      ---------------  ---------------  ----------- 
 Net cash from investing activities             (487)            (373)        (830) 
                                      ---------------  ---------------  ----------- 
 
 Cash flows from financing 
  activities 
 Repayment of borrowings                          (6)          (3,500)      (3,503) 
 Repayment of lease liabilities                 (332)            (296)        (587) 
 Net cash from financing activities             (338)          (3,796)      (4,090) 
                                      ---------------  ---------------  ----------- 
 
 Net decrease in cash and cash 
  equivalents                                 (1,551)          (3,089)      (1,544) 
 Cash and cash equivalents 
  at start of period                            2,114            3,658        3,658 
 Cash and cash equivalents 
  at end of period                                563              569        2,114 
                                      ===============  ===============  =========== 
 
   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 2021 Annual Report and Financial Statements. The financial information for the half years ended 30 September 2021 and 30 September 2020 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 International Financial Reporting Standards in conformity with the Companies Act 2006. The comparative financial information for the year ended 31 March 2021 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 2021 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 2021 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 2021 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 2021, and will be adopted in the 2022 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 2022 or are expected to be adopted and effective at 31 March 2022.

New and amended standards and interpretations issued by the IASB that will apply for the first time in the next annual financial statements include:

-- Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) - effective date on or after 1 January 2021.

-- Covid 19-Related Rent Concessions Beyond 30 June 2021 (Amendment to IFRS 16 Leases) - effective date on or after 1 April 2021.

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 2021 is calculated by applying the Directors' best estimate of the annual effective tax rate to the profit for the period.

   4.      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       6 months 
                                                     ended          ended   Year ended 
                                              30 September   30 September     31 March 
                                                      2021           2020         2021 
                                                 Unaudited      Unaudited      Audited 
 
 Profit/(loss) for the period 
  (GBP'000)                                          1,144        (2,476)      (1,793) 
                                             -------------  -------------  ----------- 
 
   Weighted average number of ordinary 
   shares excluding shares held 
   in treasury for the proportion 
   of the year held in treasury 
   ('000)                                           18,665         18,665       18,665 
 
 Basic earnings/(loss) per share                      6.1p        (13.3p)       (9.6p) 
                                             -------------  -------------  ----------- 
 

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       6 months 
                                                  ended          ended   Year ended 
                                           30 September   30 September     31 March 
                                                   2021           2020         2021 
                                              Unaudited      Unaudited      Audited 
 
 Profit/(loss) for the period 
  (GBP'000)                                       1,144        (2,476)      (1,793) 
                                          -------------  -------------  ----------- 
 
   Weighted average number of 
   ordinary shares excluding shares 
   held in treasury for the proportion 
   of the year held in treasury 
   ('000)                                        18,665         18,665       18,665 
 Effect of potential dilutive 
  ordinary shares ('000)                             43             46           43 
                                          -------------  -------------  ----------- 
 Diluted weighted average number 
  of ordinary shares excluding 
  shares held in treasury for 
  the proportion of the year 
  held in treasury ('000)                        18,708         18,711       18,708 
                                          -------------  -------------  ----------- 
 
 Diluted earnings/(loss) per 
  share                                            6.1p        (13.2p)       (9.6p) 
                                          -------------  -------------  ----------- 
 

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 impairment charges, acquisition related items, and transaction and other one-off costs, divided by the weighted average number of ordinary shares outstanding as presented above.

Adjusted earnings per share is calculated as follows:

 
                                                   6 months       6 months 
                                                      ended          ended   Year ended 
                                               30 September   30 September     31 March 
                                                       2021           2020         2021 
                                                  Unaudited      Unaudited      Audited 
 
 Profit/(loss) for the period (GBP'000)               1,144        (2,476)      (1,793) 
 Impairment charge                                        -          2,807        2,807 
 Amortisation of intangible assets 
  arising on acquisitions                                 7             16           13 
 Corporation tax effect of above 
  items                                                   -              -            - 
                                              -------------  -------------  ----------- 
 Adjusted profit for the period 
  (GBP'000)                                           1,151            347        1,027 
                                              -------------  -------------  ----------- 
 
   Weighted average number of ordinary 
   shares excluding shares held in 
   treasury for the proportion of 
   the year held in treasury ('000)                  18,665         18,665       18,665 
 Adjusted basic earnings per 
  share                                                6.2p           1.9p         5.5p 
                                              -------------  -------------  ----------- 
 Adjusted diluted earnings per 
 share                                                 6.2p           1.9p         5.5p 
                                              -------------  -------------  ----------- 
 
   5.      Finance costs 
 
                                                 6 months       6 months 
                                                    ended          ended   Year ended 
                                             30 September   30 September     31 March 
                                                     2021           2020         2021 
                                                Unaudited      Unaudited      Audited 
                                                  GBP'000        GBP'000      GBP'000 
 
 On bank loans and overdrafts                          42             33           97 
 Finance charges on lease liabilities                  23             35           79 
 Unwinding of discount on deferred 
  consideration liabilities                             -              -            - 
                                            -------------  -------------  ----------- 
 Total finance costs                                   65             68          176 
                                            -------------  -------------  ----------- 
 
   6.      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 14, and 68 to 71 of our Annual Report and Financial Statements for the year ended 31 March 2021, which are available on the Company's website, www.northernbearplc.com .

   7.      Half year report 

The condensed financial statements were approved by the Board of Directors on 26 November 2021 and are available on the Company's website, www.northernbearplc.com . Copies will be sent to shareholders and are available on application to the Company's registered office.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018, as amended.

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