Northern Bear plc Unaudited Interim Report
30 September 2012
Contents
Advisers 1
Chairman’s statement 2
Consolidated statement of comprehensive income 4
Consolidated statement of changes in equity 5
Consolidated balance sheet 6
Consolidated statement of cash flows 7
Notes 8
Advisers
Auditor
KPMG Audit Plc Quayside House 110 Quayside Newcastle upon Tyne NE1 3DX |
Nominated advisor
Strand Hanson Limited 26 Mount Row London W1K 3SQ |
Bankers
Yorkshire Bank 4 Victoria Place Manor Road Leeds LS11 5AE |
Broker
Seymour Pierce Limited 20 Old Bailey London EC4M 7EN |
Legal advisors
Mincoffs Solicitors LLP 5 Osborne Terrace Jesmond Newcastle upon Tyne NE2 1SQ |
Registered office
A1 Grainger Prestwick Park Prestwick Newcastle upon Tyne NE20 9SJ |
Chairman’s statement
Introduction
I am pleased to report the unaudited interim results for the six months to 30 September 2012.
The Group continued to perform well despite difficult trading conditions, which were exacerbated by the wettest summer in England and Wales for 100 years.
Profit from continuing operations was £0.5m (2011: £0.5m). The Group’s results were not affected in the current period by losses from discontinued operations and hence profit increased by 24 per cent. to £0.5m (2011: £0.4m).
The disposals of The Roof Truss Company (Northern) Limited and Hastie D Burton Limited resulted in £0.1m of exceptional costs being incurred in the six months ended 30 September 2011. The Group is now focused on its established base of core businesses and has been able to deliver savings in central costs. This has, in part, resulted from the Group’s Head Office being moved to Prestwick Park, which has allowed the centralisation of certain administrative functions and a more streamlined operation.
Earnings per share for the period increased to 2.5p (2011: 2.0p)
The Group made changes to its management structure during the period, including the appointment of Graham Jennings as Managing Director of the Group in July 2012. I would like to thank Graham for his contribution to date and am confident his vast experience in the sector will allow him to guide the Group through the continued difficult trading conditions.
Trading
Revenue (from continuing operations) increased by 3 per cent. to £17.7m (2011: £17.2m) but the Group continued to experience margin pressure in all markets.
The Group undertook a full review of overheads and this has resulted in a reduction in administrative expenses to £3.1m (2011: £3.3m).
The market conditions in which the Group operates continue to be challenging and remain impacted by the current uncertain macroeconomic conditions. Despite the continued uncertainty, the Group’s order books remain healthy although the roll out of these orders remains difficult to predict.
Cash flow
Net bank debt at 30 September 2012 was £6.7m (2011: £8.0m).
The Group’s strategy continues to be to reduce its level of bank debt and the Group’s bank continues to be supportive.
Dividend
The Board believes the Group’s priority should be to reduce bank debt levels and, hence, that it would not be prudent to declare an interim dividend.
Strategy / Outlook
Order books continue to be healthy and we remain cautiously optimistic with regard to maintaining current levels of trading, although market conditions remain volatile.
Our overall priority remains to improve earnings and cash flow to continue to reduce the Group’s level of bank debt. In this respect the Group’s cost base remains under constant review.
People
Following Graham Forrest’s resignation as Chief Executive Officer of the Company in October 2011, I oversaw an operational review resulting in changes to the Group’s management structure. This resulted in the appointment of Graham Jennings as Managing Director of the Group effective from 30 July 2012. Keith Soulsby was also re-appointed to the Board as an Operations Director on 11 May 2012.
I am confident that the Group now has a more effective management structure which will allow it to continue to meet the challenges it faces and which is already delivering benefits to the Group.
The quality and experience of our people and the key customer relationships they maintain remain fundamental to the Group’s success.
Howard Gold
Non-Executive Chairman
30 November 2012
Consolidated statement of comprehensive income
for the six month period ended 30 September 2012
6 months ended |
6 months ended |
Year ended |
|||
30 September 2012 |
30 September 2011 |
31 March 2012 |
|||
£’000 |
£’000 |
£’000 |
|||
Continuing operations |
|||||
Revenue |
17,670 |
17,168 |
36,412 |
||
Cost of sales |
(13,713) |
(12,941) |
(28,099) |
||
Gross profit |
3,957 |
4,227 |
8,313 |
||
Other operating income |
16 |
8 |
16 |
||
Administrative expenses |
|||||
Exceptional expenses |
(58) |
(30) |
(191) |
||
Other administrative expenses |
(3,073) |
(3,287) |
(6,666) |
||
(3,131) |
(3,317) |
(6,857) |
|||
Operating profit |
842 |
918 |
1,472 |
||
Finance income |
– |
– |
1 |
||
Finance expenses |
(202) |
(233) |
(452) |
||
Profit before income tax |
640 |
685 |
1,021 |
||
Income tax expense |
(172) |
(202) |
(299) |
||
Profit from continuing operations |
468 |
483 |
722 |
||
Discontinued operations |
|||||
Loss from discontinued operations, net of tax |
– |
(106) |
(159) |
||
Profit for the period |
468 |
377 |
563 |
||
Total comprehensive income attributable to equity holders of the parent |
468 |
377 |
563 |
||
Basic earnings/(loss) per share |
|||||
– continuing operations |
2.5p |
2.6p |
4.0p |
||
– discontinued operations |
0.0p |
(0.6)p |
(0.9)p |
||
– total operations |
2.5p |
2.0p |
3.1p |
||
Consolidated statement of changes in equity
for the six month period ended 30 September 2012
Share capital |
Capital redemption reserve |
Share premium |
Merger reserve |
Retained earnings |
Total equity |
||
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
||
At 1 April 2011 |
184 |
6 |
5,169 |
10,371 |
1,569 |
17,299 |
|
Total comprehensive income for the period |
|||||||
Profit for the period |
– |
– |
– |
– |
377 |
377 |
|
At 30 September 2011 |
184 |
6 |
5,169 |
10,371 |
1,946 |
17,676 |
|
At 1 April 2011 |
184 |
6 |
5,169 |
10,371 |
1,569 |
17,299 |
|
Total comprehensive income for the year |
|||||||
Profit for the year |
– |
– |
– |
– |
563 |
563 |
|
At 31 March 2012 |
184 |
6 |
5,169 |
10,371 |
2,132 |
17,862 |
|
At 1 April 2012 |
184 |
6 |
5,169 |
10,371 |
2,132 |
17,862 |
|
Total comprehensive income for the period |
|||||||
Profit for the period |
– |
– |
– |
– |
468 |
468 |
|
At 30 September 2012 |
184 |
6 |
5,169 |
10,371 |
2,600 |
18,330 |
|
Consolidated balance sheet
at 30 September 2012
30 September 2012 |
30 September 2011 |
31 March 2012 |
|||
£’000 |
£’000 |
£’000 |
|||
Assets |
|||||
Property, plant and equipment |
2,373 |
2,271 |
2,220 |
||
Intangible assets |
21,348 |
21,345 |
21,348 |
||
Deferred tax assets |
33 |
– |
33 |
||
Total non-current assets |
23,754 |
23,616 |
23,601 |
||
Inventories |
814 |
748 |
807 |
||
Trade and other receivables |
7,729 |
7,692 |
7,607 |
||
Prepayments for current assets |
337 |
376 |
194 |
||
Deferred consideration receivable |
200 |
227 |
222 |
||
Cash and cash equivalents |
327 |
339 |
243 |
||
Total current assets |
9,407 |
9,382 |
9,073 |
||
Total assets |
33,161 |
32,998 |
32,674 |
||
Equity |
|||||
Share capital |
184 |
184 |
184 |
||
Capital redemption reserve |
6 |
6 |
6 |
||
Share premium |
5,169 |
5,169 |
5,169 |
||
Merger reserve |
10,371 |
10,371 |
10,371 |
||
Retained earnings |
2,600 |
1,946 |
2,132 |
||
Total equity attributable to equity holders of the Company |
18,330 |
17,676 |
17,862 |
||
Liabilities |
|||||
Loans and borrowings |
2,036 |
2,915 |
2,470 |
||
Deferred tax liabilities |
– |
103 |
– |
||
Total non-current liabilities |
2,036 |
3,018 |
2,470 |
||
Bank overdraft |
4,389 |
5,032 |
4,333 |
||
Loans and borrowings |
938 |
715 |
858 |
||
Trade and other payables |
6,858 |
6,214 |
6,713 |
||
Current tax payable |
610 |
343 |
438 |
||
Total current liabilities |
12,795 |
12,304 |
12,342 |
||
Total liabilities |
14,831 |
15,322 |
14,812 |
||
Total equity and liabilities |
33,161 |
32,998 |
32,674 |
Consolidated statement of cash flows
for the six month period ended 30 September 2012
6 months ended |
6 months ended |
Year ended |
|||
30 September 2012 |
30 September 2011 |
31 March 2012 |
|||
£’000 |
£’000 |
£’000 |
|||
Cash flows from operating activities |
|||||
Profit for the period |
468 |
377 |
563 |
||
Adjustments for: |
|||||
Depreciation |
231 |
241 |
495 |
||
Impairment |
– |
3 |
– |
||
Finance income |
– |
– |
(1) |
||
Finance expense |
202 |
233 |
452 |
||
Loss on sale of property, plant and equipment |
3 |
4 |
24 |
||
Income tax expense |
172 |
202 |
299 |
||
1,076 |
1,060 |
1,832 |
|||
Change in inventories |
(192) |
2 |
(145) |
||
Change in trade and other receivables |
(122) |
(1,515) |
(1,579) |
||
Change in prepayments |
(143) |
(232) |
(49) |
||
Change in trade and other payables |
145 |
1,062 |
1,708 |
||
764 |
377 |
1,767 |
|||
Interest received |
– |
– |
1 |
||
Interest paid |
(202) |
(233) |
(452) |
||
Tax paid |
– |
(133) |
(271) |
||
Net cash from operating activities |
562 |
11 |
1,045 |
||
Cash flows from investing activities |
|||||
Proceeds from the sale of property, plant and equipment |
44 |
19 |
70 |
||
Disposal of subsidiary, net of cash disposed of |
22 |
639 |
644 |
||
Acquisition of property, plant and equipment |
(150) |
(86) |
(181) |
||
Net cash from investing activities |
(84) |
572 |
533 |
||
Cash flows from financing activities |
|||||
Repayment of borrowings |
(344) |
(688) |
(983) |
||
Payment of finance lease liabilities |
(106) |
(87) |
(184) |
||
Net cash from financing activities |
(450) |
(775) |
(1,167) |
||
Net increase/(decrease) in cash and cash equivalents |
28 |
(192) |
411 |
||
Cash and cash equivalents at start of period |
(4,090) |
(4,501) |
(4,501) |
||
Cash and cash equivalents at end of period |
(4,062) |
(4,693) |
(4,090) |
||
Notes
1. Basis of preparation
These condensed financial statements have been prepared in accordance with IAS 34 ‘Interim Financial Reporting as adopted by the EU’. They do not include all the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Group as at and for the year ended 31 March 2012.
These condensed financial statements are unaudited and were approved by the Board of Directors on 29 November 2012.
The information for the year ended 31 March 2012 does not constitute statutory financial statements as defined by section 435 of the Companies Act 2006. Those financial statements have been reported on by the Group’s auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.
The accounting policies applied by the Group in these condensed financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 March 2012, other than as disclosed in note 2.
2. Changes in accounting policies
From 1 April 2012 the following standards, amendments and interpretations became effective and were adopted by the Group:
§ Amendments to IFRS7 – Disclosures: Transfers of financial assets; and
§ Amendments to IAS12 – Deferred tax: Recovery of underlying assets.
The adoption of the above has not had a significant impact on the Group’s profit for the period or equity.
3. Discontinued operation
The Group disposed of operations, as follows:
§ The Roof Truss Company (Northern) Limited – on 26 May 2011; and
§ Hastie D Burton Limited – on 20 April 2011.
Results from discontinued operations – 6 months ended 30 September 2011
Hastie £000 |
Roof Truss £000 |
Total £000 |
||
Exceptional expenses |
– |
(106) |
(106) |
|
_______ |
_______
|
_______
|
||
Loss before income tax |
– |
(106) |
(106) |
|
Income tax |
– |
– |
– |
|
|
_______ |
_______ |
_______
|
|
Loss for the period |
– |
(106) |
(106) |
|
—_______ |
_______ |
_______ |
||
Basic loss per share |
(0.6)p |
|||
_______ |
||||
Results from discontinued operations – year ended 31 March 2012
Hastie £000 |
Roof Truss £000 |
Total £000 |
||
Exceptional expenses |
(54) |
(105) |
(159) |
|
_______ |
_______
|
_______
|
||
Loss before income tax |
(54) |
(105) |
(159) |
|
Income tax |
– |
– |
– |
|
|
_______ |
_______ |
_______
|
|
Loss for the year |
(54) |
(105) |
(159) |
|
—_______ |
_______ |
_______ |
||
Basic loss per share |
(0.9)p |
|||
_______ |
||||
4. Taxation
The taxation charge for the six months ended 30 September 2012 is calculated by applying the Directors’ best estimate of the annual effective tax rate to the profit for the period.
5. Earnings per share
The calculation of basic earnings/(loss) per share was based on the profit/(loss) for the period and on the weighted average number of ordinary shares outstanding, calculated as follows:
6 months ended |
6 months ended |
Year ended |
|||||
30 September 2012 |
30 September 2011 |
31 March 2012 |
|||||
Profit/(loss) for the period (£000) – continuing operations |
468 |
483 |
722 |
||||
– discontinued operations |
– |
(106) |
(159) |
||||
– total |
468 |
377 |
563 |
||||
Weighted average number of ordinary shares (000) |
18,420 |
18,420 |
18,420 |
||||
Earnings/(loss) per share |
|||||||
– continuing operations |
2.5p |
2.6p |
4.0p |
||||
– discontinued operations |
– |
(0.6)p |
(0.9)p |
||||
– total |
2.5p |
2.0p |
3.1p |
Share options in issue do not have a dilutive impact on the earnings per share calculation.
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 pages 5 and 6, and 43 to 47 of our Annual Report and Accounts for the year ended 31 March 2012, which are available on our website, www.northernbearplc.com.
7. Related party transactions
There have been no related party transactions in the first six months of the current financial year which have materially affected the financial position or performance of the Group.
8. Half year report
The condensed financial statements were approved by the Board of Directors on 29 November 2012 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.
9. Statement of directors’ responsibilities
The director named below confirms on behalf of the Board of Directors that to the best of their knowledge:
§ the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the EU; and
§ the interim management report includes a fair review of the information required by:
§ DTR4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
§ DTR4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the Group during the period; and any changes in the related party transactions described in the last annual report that could do so.
The Directors of Northern Bear Plc are listed in the Annual Report and Financial Statements for the year ended 31 March 2012.
For and on behalf of the Board of Directors
Steven Roberts
Finance Director
30 November 2012