Company Announcements

18 July 2024

Northern Bear PLC

("Northern Bear" or the "Company")

Preliminary results for the year ended 31 March 2024

The board of directors of Northern Bear (the "Board") is pleased to announce its unaudited preliminary results for the year ended 31 March 2024 ("FY24") for the Company and its subsidiaries (together, the "Group").

Financial summary

·      Revenue of £68.7m (2023: £69.7m)

·      Gross profit of £15.9m (2023: £13.9m), with a gross margin of 23.1% (2023: 20.0%)

·      Adjusted EBITDA* of £4.1m (2023: £4.1m)

·      Adjusted operating profit* of £2.6m (2023: £2.9m)

·      Operating profit of £2.4m (2023: £2.1m)

·      Basic earnings per share of 9.5p (2023: 8.5p)

·      Return of capital of £3.1 million by way of tender offer for 5 million of the Company's ordinary shares at a price of 62 pence per ordinary share, completed in December 2023.    

·      Equity dividends paid during the year of £0.8 million (2023: £nil)

·      Net bank debt position at 31 March 2024 of £2.2m (31 March 2023: net cash of £3.2m)

* stated prior to the impact of amortisation, one-off costs, and the impact of one-off contract losses in Arcas Building Solutions.   

Operational summary

·      The Group generated continued strong operating results during FY24 which are testament to the 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 during the first half of FY24 was strong, although significantly higher rainfall than normal for the majority of FY24 (particularly during the second half) impacted results. 

·      In addition to the substantial return of capital to shareholders during FY24 via both dividends and a tender offer, a final dividend of 2 pence per ordinary share is proposed.  

Board appointments

·      John Davies was appointed to the Board on 18 January 2024 and became the Group's Chief Executive Officer with effect from 1 April 2024, after working closely with Keith Soulsby (who retired on 31 March 2024) for a 12-month period.   John has had an illustrious career in the construction industry and held senior positions as Managing Director of Meldrum Group and Chief Operating Officer of Esh Group, at which he oversaw substantial profitable growth.

·      Simon Carr CBE was appointed as Group Non-Executive Chairman with effect from 17 July 2024.  Simon is a highly experienced executive having worked for over 45 years in the Construction industry, via senior management roles in both private and public companies.

·      Steve Roberts was reappointed to the Board on 18 January 2024 as an Executive Director.   Steve had previously served as the Group's Executive Chairman and, prior to that, Finance Director.  Steve will provide important continuity to the Board following Keith Soulsby's departure. 

·      Martin Boden became a Non-Executive Director with effect from 13 September 2023.  Martin is a Chartered Accountant with considerable experience in public markets, ranging from AIM to FTSE 250 listed businesses, and in high-growth privately owned businesses. 

Outlook

·      The first quarter of the current financial year, ending 31 March 2025 ("FY25"), has started positively and results have been in line with management expectations. 

·      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 reduction in the total issued ordinary share capital, as a result of the tender offer in December 2023 is expected to further benefit earnings per share in FY25.

·      Investment in new organic growth ventures, primarily reported in overhead costs, is currently expected to increase operating expenses by up to £0.3 million in FY25.

John Davies, Chief Executive Officer of Northern Bear, commented:

"I am delighted to have taken on the role of Group Chief Executive Officer, having worked closely with Keith Soulsby over the year prior to his retirement.  Northern Bear has a strong group of businesses with excellent reputations in their respective markets, and I look forward to working with the Board and all our employees and stakeholders in continuing to develop the group and deliver value for shareholders."

For further information contact:

Chief Executive Officer's Report

Introduction

I am delighted to report the results for the year to 31 March 2024 ("FY24") for Northern Bear and its subsidiaries (together, the "Group"), being the first results since I took on the role of Chief Executive Officer ("CEO").  This has been a transitional year for the Group, in terms of both the Board and shareholder base, during which trading performance has remained strong despite some exceptionally wet weather over the second half of FY24. 

Trading

Revenue in the year was £68.7 million (2023: £69.7 million) and gross profit increased to £15.9 million (2023: £13.9 million) at a gross margin of 23.1% (2023: 20.0%).  The improved gross margin resulted from growth achieved in higher-margin areas of the business, as well as continued careful contract selection and execution. 

This was offset by an increase in administrative expenses to £13.5 million (2023: £11.8 million), through a combination of investment in people and training to support growth, increased depreciation charges on property, plant and equipment and right-of-use assets and general inflationary increases.

We also incurred one-off costs during FY24 of £0.2 million in relation to both the tender offer to shareholders and a small amount of contract losses.  In the prior year we incurred more significant losses of £0.7 million on a small number of contracts in our Arcas subsidiary.  Both items are included in the calculation of alternative performance measures in note 3 below. 

After taking account of these costs, the Group reported operating profit of £2.4 million (2023: £2.1 million).  Basic earnings per share was 9.5 pence (2023: 8.5 pence).    

Northern Bear Roofing

Our roofing businesses have performed in line with management expectations despite increased and sustained rainfall throughout much of FY24 (particularly in the second half), with rainfall in the North-East at 153% of the long term average per Environment Agency statistics, and a total of nine named storms.

Our well-established senior managers and directors have, as expected, been able to work as efficiently as possible and sustain productivity on sites across our regions to mitigate these headwinds. 

We are also investing in decarbonisation solutions within this sector, including photovoltaic roof solutions.  It is expected that this will, as a minimum, maintain and, potentially, improve our market position with new-build housing customers. 

Northern Bear Specialist Building Services

Our building services division has seen a year of investment in people and stability, despite a difficult market, with upskilling in the management teams and workforce being the focus for FY24.  This investment should enable the businesses to increase market share going forward.

We have seen good growth in our passive fire stopping delivery throughout the year and are keen to invest in this sector in the current financial year ending 31 March 2025 ("FY25").  We continue to see a balance in private and public sector projects that provide a sustainable workload in this sector particularly in the North-East region.

Northern Bear Materials Handling

Our materials handling business had a successful FY24.  We continued to invest in the hire fleet by way of capital expenditure, which is expected to support future results, and the business continues to generate new opportunities under existing strong leadership.  We are currently evaluating future funding options for this business to support its growth, whilst retaining sufficient cash for other strategic purposes.  

Cash Flow and Bank Facilities

Cash generated from operations in FY24 was £1.1 million (2023: £2.8 million).  In prior years, we have typically seen major cash inflows towards the end of March, but, due to the timing of Easter, these were partly delayed until the first half of April 2024 and impacted the year-end cash position. 

We funded the purchase of ordinary shares by way of tender offer and associated costs with a new £3.5 million amortising term loan with Virgin Money plc, drawn down in October 2023.  We also retained our £1.0 million overdraft facility and a £1.0 million revolving credit facility. 

Our net bank debt position at 31 March 2024 was £2.2 million (31 March 2023: £3.2 million net cash), based on £1.0 million cash and cash equivalents (2023: £3.2 million) and £3.2 million bank debt (2023: £nil). 

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 £1.5 million in a matter of days, given the nature, size and variety of contracts that we work on and the related working capital balances. 

The lowest position during FY24 was £4.1 million net bank debt, the highest was £3.3 million net cash, and the average was £1.4 million net bank debt.  These averages were impacted by the £3.5 million term loan drawn in October 2023. 

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

We have made significant returns of capital to shareholders during FY24, being £3.1 million by way of tender offer (plus associated costs) and a further £0.8 million in dividends.  The tender offer was funded via a new £3.5 million amortising term loan and, as a result, the Group is now leveraged, albeit at a level we are comfortable with based on prior and current trading levels. 

Our priority is to now invest, with a view to future growth and creation of shareholder value, through a combination of organic growth, strengthening our teams (including via new business ventures), and, in due course and where accretive, acquisitions.  We are already considering new ventures for this year and investing in our people and facilities in order to drive organic growth within our building services businesses.

We also recognise the importance of a regular dividend to the Company's shareholders. 

As a result, the Directors propose the payment of a final dividend of 2 pence per ordinary share.  This would be payable on 25 September 2024, to shareholders on the register on 30 August 2024.  This is subject to shareholder approval at the Annual General Meeting, to be held on 19 September 2024.

Our intention is to continue with a progressive dividend policy, subject to the Group's relative performance and 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 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 satisfactory start to the FY25 and results to date have been in line with management expectations.  That said, the new ventures referred to above will have a short-term impact on profitability due to investment in overheads (primarily people costs) expected to be c.£0.3 million in FY25.  We are targeting that these ventures will be trading profitably and generating cash by the following financial year, ending 31 March 2026.  In the event that they do not progress as planned, we have not made any long-term cost commitments. 

People

I am delighted to have taken on the role of Chief Executive Officer with effect from 1 April 2024, and there have been a number of other Board changes in the past 12 months. 

Keith Soulsby

I would like to congratulate Keith Soulsby on his retirement on 31 March 2024.  Keith enjoyed a long and successful career in the construction industry, having founded Wensley Roofing Limited and built it into an established, well-regarded roofing contractor in the North East of England.  Wensley Roofing was one of the four companies that were amalgamated to form the initial Northern Bear group upon admission to AIM in 2006.

Keith has been a Board member of the Company for the majority of the subsequent period.  He has made a huge contribution to the Group's success and has been a trusted and valued colleague to everyone at Northern Bear.

Keith oversaw the Group's commercial and operational activities from March 2020 and has helped to steer the Group through some major challenges since then, including the COVID-19 pandemic and related labour and supply chain issues. 

Keith retires with the best wishes from all of his colleagues, and we wish him and his family every success and happiness in his retirement.

Simon Carr

I would like to welcome Simon Carr to the Board as our Non-Executive Chairman. 

Simon is a highly experienced executive, with over 45 years' experience in the Construction industry and having sat on the boards of both private and public companies.  He was also notably recognised in the 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.

I and my colleagues look forward to working with Simon and benefiting from his extensive experience.  I would also like to thank Harry Samuel, who has served as interim Chairman in recent months and remains a Non-Executive Director of the Company. 

Steve Roberts and Martin Boden

We also welcomed Steve Roberts back to the Board as an Executive Director in January 2024.  When he previously stood down as Executive Chairman in August 2021, Steve remained part of the Group's operational management team and a director of all of the Group's subsidiary companies.  Steve has also been involved with the Group since inception and has previously served as both Group Finance Director and Executive Chairman.  Given his vast experience of the Group's businesses, employees and stakeholders, Steve provides valuable continuity following Keith Soulsby's departure. 

Martin Boden joined us as an independent Non-Executive Director in September 2023.   Martin is a Chartered Accountant with considerable experience in public markets, ranging from AIM to FTSE 250 listed businesses, and in high-growth privately owned businesses. 

Jeff Baryshnik and Anil Khera

Jeff Baryshnik resigned as a director of the Company and Non-Executive Chairman on 15 November 2023, following the conclusion of the general meeting approving the tender offer described above. 

Anil Khera resigned as a Non-Executive Director of the Company on 17 July 2024 on confirmation of Simon Carr's appointment, in order to ensure an appropriate balance of Executive and Non-Executive Directors. 

We would like to thank Jeff and Anil for their service as directors and they have our best wishes for the future. 

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 working with Simon and the Board in my role as Chief Executive Officer.

Once again, I would like to thank all our employees for their hard work and commitment, and our shareholders for their continued support.    

John Davies

Chief Executive Officer

18 July 2024

Consolidated statement of comprehensive income

for the year ended 31 March 2024

Consolidated balance sheet

at 31 March 2024

Consolidated statement of changes in equity

for the year ended 31 March 2024

Consolidated statement of cash flows

for the year ended 31 March 2024

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 2023, 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 2024:

·      IFRS 17 - Insurance Contracts - effective date on or after 1 January 2023

·      Amendments to IFRS 17 - Insurance Contracts; and Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance Contracts) - effective date on or after 1 January 2023

·      Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements) - effective date on or after 1 January 2023

·      Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors) - effective date on or after 1 January 2023

·      Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes) - effective date on or after 1 January 2023

·      International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) - effective date on or after 1 January 2023

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 £3.5 million term loan, a £1.0 million revolving credit facility, and a £1.0 million bank overdraft.  At 31 March 2024 the Group had cash and cash equivalents of £1.0 million, with nothing drawn on the overdraft or revolving credit facility, and £3.2 million outstanding on the term loan. 

The overdraft facility was last renewed on 26 October 2023 for the period to 31 August 2024, 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 2024 or 31 March 2023. 

The financial statements for 2024 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 2023 is derived from the financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor has reported on the 2023 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.  The directors consider these useful due to the exclusion of specific items that could impact a comparison of the Group's underlying profitability, and are 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 (tender offer costs, loss-making contracts in Arcas, both of which are discussed further in the Chief Executive Officer's Report). 

Adjusted operating profit is calculated as below:

Adjusted EBITDA is calculated as below:

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:

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:

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 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:

5    Finance costs

6    Loans and borrowings

The Group retains a £1.0 million (2023: £3.5 million) revolving credit facility and a £1.0 million (2023: £1.0 million) overdraft facility, both with Virgin Money plc, for working capital purposes. During the financial year, a £3.5 million term loan was drawn down with Virgin Money plc and the revolving credit facility was reduced at the same time. 

As at 31 March 2024, a total of £nil (2023: £nil) was drawn down on the revolving credit and overdraft facilities, and £3.2 million was outstanding on the term loan facility.  This provides a net debt figure at 31 March 2024 of £2.2 million (2023: £3.2 million net cash) after offsetting cash and cash equivalents of £1.0 million (2023: £3.2 million). 

The overdraft facility was last renewed on 26 October 2023 for the period to 31 August 2024, 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 2024 are expected to be approved by 22 July 2024 and will be posted to shareholders during the week commencing 22 July 2024.  Further copies will be available to download on the Company's website at: 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 2:00pm on 19 September 2024.