Unaudited Interim Results and Trading Update
Highlights
· Revenue from continuing operations £17.2 million (2010: £13.4 million)
· Profit before tax from continuing operations £685,000 (2010: £450,000)
· Earnings per share from continuing operations 2.6p (2010:1.7p)
· Net debt reduction to £8.3 million (30 September 2010: £9.4 million)
Howard Gold, Chairman commented:
“The Group has performed well in difficult market conditions. There have been a number of changes in the Group in terms of both businesses and personnel but the senior management team has remained focussed on the core business and should be praised for the results achieved in the period.
“The Group remains well positioned to capitalise on existing and future opportunities.”
For further information please contact:
Northern Bear Plc
Steve Roberts
– Chief Financial Officer +44 (0) 77 1047 3125
Strand Hanson Ltd
James Harris / James Spinney +44 (0) 20 7409 3494
Seymour Pierce Ltd
David Banks / Paul Jewell / Katie Ratner +44 (0) 20 7107 8000
Chairman’s statement
Introduction
I am pleased to announce the unaudited interim results for the six months to 30 September 2011, in which the Group performed well, despite a difficult trading environment.
Operating profit from continuing operations grew by 28.8% to £918,000 (2010: £713,000) and profit before tax from continuing operations increased by 52.2% to £685,000 (2010: £450,000)
Basic earnings per share from continuing operations increased by 52.9% to 2.6p per share (2010: 1.7p).
A strong trading period has been accompanied by a further reduction in borrowing and net debt has reduced to £8.3 million from £9.4 million at 30 September 2010 and £8.8 million at 31 March 2011.
The Board has continued to review its existing portfolio of businesses and disposed of two subsidiaries during the period, namely Hastie D Burton Limited and The Roof Truss Company (Northern) Limited. With a reduction in the number of subsidiaries, additional central costs savings have been achieved, the benefit of which will flow into future financial periods.
We announced two specific market opportunities earlier in the year, in the building services sector where we introduced Northern Bear Building Services, which operates in the insurance and reactive maintenance market, and the renewables sector, which led to the creation of Northern Bear Renewables. The Group remains well positioned to take full advantage of these opportunities.
With regards to Northern Bear Renewables, little cost (other than management time) has been incurred to date in developing the Group’s position in this sector although we believe that this is not the case at some of our competitors who have made significant changes to their business models in an effort to take advantage of the Government’s Feed In Tariff scheme.
Despite the Government’s recent decision to reduce the Feed In Tariff, the Group’s unique market position should ensure that it is well placed to take advantage of the opportunities which the growing renewables sector continues to offer.
Trading
The trading conditions faced by the Group continue to be challenging. Nevertheless, the Group increased its turnover from continuing operations by 28.0% to £17.2million (2010: £13.4million). Profit before tax from continuing operations increased by 52.2% to £685,000 (2010 £450,000. This is testament to the strength of the operating businesses, which have grown market share despite the current trading environment.
The Board previously made separate announcements regarding the resignation of Graham Forrest as CEO, the cost reduction programme implemented (at both Group and subsidiary levels) over the last twelve months and the disposal of three businesses. Despite the significant changes in Group structure, the strong trading results reflect well on senior management within the Group in maintaining the focus on core business.
Whilst the Board will continue to monitor the situation carefully, it is not currently envisaged that there will be any further significant changes in Group structure in the short term.
Cash flow
The drive to reduce borrowing has continued, with a reduction in net debt to £8.3 million.
The Group’s bank has been, and continues to be, supportive. All financial covenants have been satisfied and our capital repayments continue to be made, which again reflects the strong trading performance and cash management during the period.
Dividend
Despite improved trading performance, the Board believe that it would not be prudent to declare an interim dividend.
Strategy / Outlook
The businesses which remain have performed in line with the Group’s expectations and order books have improved in respect of the coming months.
The downturn in Government spending has not affected profitability during the period. As previously reported, the Group retains a presence in the private housebuilding sector and we are pleased to report a slight upturn in this market.
Given the above comments on order book levels, we are cautiously optimistic of maintaining current levels of trade, although we remain fully aware of the volatile economic climate.
People
The key customer relationships in each of our businesses remain fundamental to our continued success.
We are delighted to report that these remain very strong and would like to thank senior management and their staff for their continued efforts and loyalty, which have played a significant part in the result we have delivered.
Howard Gold
Non-Executive Chairman
28th November 2011
Consolidated statement of comprehensive income
for the six month period ended 30 September 2011
6 months ended |
6 months ended |
Year ended |
||||
Note |
30 September 2011 |
30 September 2010 |
31 March 2011 |
|||
£’000 |
£’000 |
£’000 |
||||
Continuing operations |
||||||
Revenue |
17,168 |
13,408 |
27,160 |
|||
Cost of sales |
(12,941) |
(9,371) |
(19,286) |
|||
Gross profit |
4,227 |
4,037 |
7,874 |
|||
Other operating income |
8 |
11 |
20 |
|||
Administrative expenses |
||||||
Exceptional expenses |
(30) |
(217) |
(309) |
|||
Share based payments |
– |
(30) |
178 |
|||
Other administrative expenses |
(3,287) |
(3,088) |
(6,426) |
|||
(3,317) |
(3,335) |
(6,557) |
||||
Operating profit |
918 |
713 |
1,337 |
|||
Finance income |
– |
– |
1 |
|||
Finance expenses |
(233) |
(263) |
(518) |
|||
Profit before income tax |
685 |
450 |
820 |
|||
Income tax expense |
(202) |
(133) |
(181) |
|||
Profit from continuing operations |
483 |
317 |
639 |
|||
Discontinued operations |
||||||
Loss from discontinued operations, net of tax |
(106) |
(59) |
(856) |
|||
Profit/(loss) for the period |
377 |
258 |
(217) |
|||
Total comprehensive income attributable to equity holders of the parent |
377 |
258 |
(217) |
|||
Basic earnings/(loss) per share |
||||||
– continuing operations |
2.6p |
1.7p |
3.4p |
|||
– discontinued operations |
(0.6)p |
(0.3)p |
(4.6)p |
|||
– total operations |
2.0p |
1.4p |
(1.2)p |
|||
Adjusted (pre exceptional) earnings/(loss) per share |
||||||
– continuing operations |
2.8p |
2.5p |
5.0p |
|||
– discontinued operations |
– |
(0.3)p |
(0.8)p |
|||
– total operations |
2.8p |
2.2p |
4.2p |
Consolidated statement of changes in equity
for the six month period ended 30 September 2011
Share capital |
Capital redemption reserve |
Share premium |
Merger reserve |
Retained earnings |
Total equity |
||
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
||
At 1 April 2010 |
190 |
– |
5,169 |
12,586 |
2,029 |
19,974 |
|
Total comprehensive income for the period |
|||||||
Profit for the period |
– |
– |
– |
– |
258 |
258 |
|
Transactions with owners, recorded directly in equity |
|||||||
Buy back of shares |
(6) |
6 |
– |
(514) |
(1,766) |
(2,280) |
|
Equity settled share based payment transactions |
– |
– |
– |
– |
30 |
30 |
|
At 30 September 2010 |
184 |
6 |
5,169 |
12,072 |
551 |
17,982 |
|
At 1 April 2010 |
190 |
– |
5,169 |
12,586 |
2,029 |
19,974 |
|
Total comprehensive income for the year |
|||||||
Loss for the year |
– |
– |
– |
– |
(217) |
(217) |
|
Transactions with owners, recorded directly in equity |
|||||||
Equity settled share based payment transactions |
– |
– |
– |
– |
(178) |
(178) |
|
Buy back of shares |
(6) |
6 |
– |
(514) |
(1,766) |
(2,280) |
|
Transfers in respect of discontinued operations |
– |
– |
– |
(1,701) |
1,701 |
– |
|
At 31 March 2011 |
184 |
6 |
5,169 |
10,371 |
1,569 |
17,299 |
|
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 |
|
Consolidated balance sheet
at 30 September 2011
30 September 2011 |
30 September 2010 |
31 March 2011 |
|||
£’000 |
£’000 |
£’000 |
|||
Assets |
|||||
Property, plant and equipment |
2,271 |
3,053 |
2,258 |
||
Intangible assets |
21,345 |
21,753 |
21,348 |
||
Other investments |
– |
11 |
– |
||
Total non-current assets |
23,616 |
24,817 |
23,606 |
||
Inventories |
748 |
893 |
851 |
||
Trade and other receivables |
7,692 |
6,768 |
6,028 |
||
Prepayments for current assets |
376 |
647 |
145 |
||
Deferred consideration receivable |
227 |
– |
– |
||
Cash and cash equivalents |
339 |
253 |
281 |
||
Assets classified as held for sale |
– |
– |
3,517 |
||
Total current assets |
9,382 |
8,561 |
10,822 |
||
Total assets |
32,998 |
33,378 |
34,428 |
||
Equity |
|||||
Share capital |
184 |
184 |
184 |
||
Capital redemption reserve |
6 |
6 |
6 |
||
Share premium |
5,169 |
5,169 |
5,169 |
||
Merger reserve |
10,371 |
12,072 |
10,371 |
||
Retained earnings |
1,946 |
551 |
1,569 |
||
Total equity attributable to equity holders of the Company |
17,676 |
17,982 |
17,299 |
||
Liabilities |
|||||
Loans and borrowings |
2,915 |
3,352 |
3,561 |
||
Deferred tax liabilities |
103 |
57 |
103 |
||
Total non-current liabilities |
3,018 |
3,409 |
3,664 |
||
Bank overdraft |
5,032 |
4,929 |
4,782 |
||
Loans and borrowings |
715 |
1,379 |
754 |
||
Trade and other payables |
6,214 |
5,313 |
5,016 |
||
Current tax payable |
343 |
366 |
275 |
||
Liabilities classified as held for sale |
– |
– |
2,638 |
||
Total current liabilities |
12,304 |
11,987 |
13,465 |
||
Total liabilities |
15,322 |
15,396 |
17,129 |
||
Total equity and liabilities |
32,998 |
33,378 |
34,428 |
Consolidated statement of cash flows
for the six month period ended 30 September 2011
6 months ended |
6 months ended |
Year ended |
|||
30 September 2011 |
30 September 2010 |
31 March 2011 |
|||
£’000 |
£’000 |
£’000 |
|||
Cash flows from operating activities |
|||||
Profit/(loss) for the period |
377 |
258 |
(217) |
||
Adjustments for: |
|||||
Depreciation |
241 |
274 |
562 |
||
Impairment |
3 |
– |
530 |
||
Finance income |
– |
– |
(1) |
||
Finance expense |
233 |
264 |
518 |
||
Loss on sale of property, plant and equipment |
4 |
2 |
8 |
||
Equity settled share based payment transactions |
– |
30 |
(178) |
||
Income tax expense |
202 |
111 |
158 |
||
1,060 |
939 |
1,380 |
|||
Change in inventories |
2 |
(166) |
(318) |
||
Change in trade and other receivables |
(1,515) |
672 |
735 |
||
Change in prepayments |
(232) |
(445) |
(9) |
||
Change in trade and other payables |
1,062 |
(641) |
(281) |
||
377 |
359 |
1,507 |
|||
Interest received |
– |
– |
1 |
||
Interest paid |
(233) |
(264) |
(518) |
||
Tax paid |
(133) |
(44) |
(126) |
||
Net cash from operating activities |
11 |
51 |
864 |
||
Cash flows from investing activities |
|||||
Proceeds from the sale of property, plant and equipment |
19 |
27 |
99 |
||
Acquisition of subsidiary, net of cash acquired |
– |
(50) |
(50) |
||
Disposal of subsidiary, net of cash disposed of |
639 |
(9) |
(9) |
||
Acquisition of property, plant and equipment |
(86) |
(79) |
(246) |
||
Net cash from investing activities |
572 |
(111) |
(206) |
||
Cash flows from financing activities |
|||||
Repayment of borrowings |
(688) |
(532) |
(955) |
||
Payment of finance lease liabilities |
(87) |
(112) |
(232) |
||
Net cash from financing activities |
(775) |
(644) |
(1,187) |
||
Net decrease in cash and cash equivalents |
(192) |
(704) |
(529) |
||
Cash and cash equivalents at start of period |
(4,501) |
(3,972) |
(3,972) |
||
Cash and cash equivalents at end of period |
(4,693) |
(4,676) |
(4,501) |
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 2011.
These condensed financial statements are unaudited and were approved by the Board of Directors on 23 November 2011.
The information for the year ended 31 March 2011 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 2011, other than as disclosed in note 2.
2. Changes in accounting policies
From 1 April 2011 the following standards, amendments and interpretations became effective and were adopted by the Group:
§ Revised IAS24; related party disclosure.
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 has disposed of operations, as follows:
§ The Roof Truss Company (Northern) Limited – on 26 May 2011;
§ Hastie Limited – on 20 April 2011; and
§ D J McGough Limited – on 15 September 2010
The comparative statement of comprehensive income has been re-presented to show the discontinued operations separately from continuing operations.
Results from discontinued operations – 6 months ended 30 September 2011
D J McGough £000 |
Hastie £000 |
Roof Truss £000 |
Total £000 |
|
Revenue |
– |
– |
– |
– |
Expenses |
– |
– |
– |
– |
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 |
|||
_______ |
||||
Adjusted (pre-exceptional) loss per share |
– _______ |
|||
Results from discontinued operations – 6 months ended 30 September 2010
D J McGough £000 |
Hastie £000 |
Roof Truss £000 |
Total £000 |
|
Revenue |
436 |
1,576 |
927 |
2,939 |
Expenses |
(525) |
(1,599) |
(896) |
(3,020) |
Exceptional expenses |
– |
– |
– |
– |
_______ |
_______ |
_______
|
_______
|
|
(Loss)/profit before income tax |
(89) |
(23) |
31 |
(81) |
Income tax |
25 |
6 |
(9) |
22 |
|
_______ |
_______ |
_______ |
_______
|
(Loss)/profit for the period |
(64) |
(17) |
22 |
(59) |
_______ |
—_______ |
_______ |
_______ |
|
Basic loss per share |
(0.3)p |
|||
_______ |
||||
Adjusted (pre-exceptional) loss per share |
(0.3)p |
|||
_______ |
||||
3. Discontinued operation (continued)
Results from discontinued operations – year ended 31 March 2011
D J McGough £000 |
Hastie £000 |
Roof Truss £000 |
Total £000 |
|
Revenue |
479 |
2,523 |
1,551 |
4,553 |
Expenses |
(568) |
(2,624) |
(1,528) |
(4,720) |
Exceptional expenses |
(50) |
(470) |
(192) |
(712) |
_______ |
_______ |
_______
|
_______
|
|
Loss before income tax |
(139) |
(571) |
(169) |
(879) |
Income tax |
26 |
(2) |
(1) |
23 |
|
_______ |
_______ |
_______ |
_______
|
Loss for the year |
(113) |
(573) |
(170) |
(856) |
_______ |
–_______ |
_______ |
_______ |
|
Basic loss per share |
(4.6)p |
|||
_______ |
||||
Adjusted (pre-exceptional) loss per share |
(0.8)p |
|||
_______ |
||||
Effect of disposal on financial position of the Group
D J McGough £000 |
Hastie £000 |
Roof Truss £000 |
Total £000 |
|
Property, plant and equipment |
89 |
58 |
658 |
805 |
Investments |
– |
– |
11 |
11 |
Inventories |
97 |
10 |
109 |
216 |
Trade and other receivables |
398 |
338 |
170 |
906 |
Prepayments for current assets |
31 |
17 |
26 |
74 |
Cash and cash equivalents |
9 |
– |
– |
9 |
Loans and borrowings |
(4) |
(8) |
(16) |
(28) |
Trade and other payables |
(226) |
(420) |
(76) |
(722) |
Current tax |
21 |
– |
(5) |
16 |
Deferred tax (liabilities)/assets |
(5) |
5 |
(11) |
(11) |
_______ |
_______ |
_______
|
_______
|
|
Net assets and liabilities |
410 |
– |
866 |
1,276 |
_______ |
—_______ |
_______ |
_______ |
|
Consideration received |
||||
– satisfied in cash |
– |
– |
639 |
639 |
– deferred |
– |
– |
227 |
227 |
Cash disposed of |
(9) |
– |
– |
(9) |
_______ |
–_______ |
_______ |
_______ |
|
4. Taxation
The taxation charge for the six months ended 30 September 2011 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 2011 |
30 September 2010 |
31 March 2011 |
|||||
Profit/(loss) for the period (£000) – continuing operations |
483 |
317 |
639 |
||||
– discontinued operations |
(106) |
(59) |
(856) |
||||
– total |
377 |
258 |
(217) |
||||
Weighted average number of ordinary shares (000) |
18,420 |
18,919 |
18,663 |
||||
Earnings/(loss) per share |
|||||||
– continuing operations |
2.6p |
1.7p |
3.4p |
||||
– discontinued operations |
(0.6)p |
0.3p |
(4.6)p |
||||
– total |
2.0p |
1.4p |
(1.2)p |
The calculation of adjusted earnings/(loss) per share was based on the profit/(loss) for the period, adjusted for exceptional charges, and on the weighted average number of ordinary shares outstanding, calculated as follows:
6 months ended |
6 months ended |
Year ended |
|||||
30 September 2011 |
30 September 2010 |
31 March 2011 |
|||||
Profit for the period (£000) – continuing operations |
483 |
317 |
639 |
||||
Exceptional expenses (£000) |
30 |
156 |
285 |
||||
Profit for the period before exceptionals (£000) – continuing operations |
513 |
473 |
924 |
||||
Loss for the year (£000) – discontinued operations |
(106) |
(59) |
(856) |
||||
Exceptional expenses (£000) |
106 |
– |
712 |
||||
Loss for the period before exceptionals (£000) – discontinued operations |
– |
(59) |
(144) |
||||
Profit/(loss) for the period (£000) – total |
377 |
258 |
(217) |
||||
Exceptional expenses (£000) |
136 |
156 |
997 |
||||
Profit for the period before exceptionals (£000) – total |
513 |
414 |
780 |
||||
Weighted average number of ordinary shares (000) |
18,420 |
18,919 |
18,663 |
||||
Adjusted earnings/(loss) per share – continuing operations |
2.8p |
2.5p |
5.0p |
||||
– discontinued operations |
– |
(0.3)p |
(0.8)p |
||||
– total |
2.8p |
2.2p |
4.2p |
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 47 to 50 of our Annual Report and Accounts for the year ended 31 March 2011, which are available on our website, www.northern-bear.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 23 November 2011 and are available on the Company’s website, www.northern-bear.com. Copies will be sent to shareholders and are available on application to the Company’s registered office.
9. Statement of directors’ responsibilities
The directors named below confirm 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 2011, subject to the subsequent resignations of Graham Forrest and Keith Soulsby.
For and on behalf of the Board of Directors
Steven Roberts
Finance Director
28th November 2011