21 July 2021

Northern Bear PLC

("Northern Bear" or the "Company")

Preliminary results for the year ended 31 March 2021

The board of directors of Northern Bear (the "Board") is pleased to announce its unaudited preliminary results for the year ended 31 March 2021 for the Company and its subsidiaries (together, the "Group").

Financial summary

·      Revenue of £49.2m (2020: £54.4m)

·      Adjusted EBITDA* of £2.3m (2020: £3.2m)

·      Adjusted operating profit* of £1.4m (2020: £2.2m)

·      Adjusted basic earnings per share* of 5.5p (2020: 8.7p)

·      Cash generated from operations of £3.8m (2020: £1.4m)         

·      Net cash position at year end of £2.1m (2020: net cash of £0.2m)

·      Impairment charge in relation to H Peel

·      Results significantly impacted by COVID-19 disruption during H1 FY21

* stated prior to the impact of impairments, amortisation, transaction and other one-off costs

Steve Roberts, Executive Chairman of Northern Bear, commented:

"This has been a turbulent year for all companies in our sectors.  Whilst we have obviously experienced severe difficulties within certain businesses within the Group, others have performed exceptionally well, particularly in the second half of the financial year, given the backdrop against which they have had, and continue, to operate." 

"The work of the Executive team and subsidiary management teams has been outstanding.  All of the businesses have managed to control costs, preserve cash, and maximise the opportunities which were available during these unprecedented times and despite the resulting difficulties in working conditions."

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Chairman's Statement

Introduction

I am pleased to report the results for the year to 31 March 2021 ("FY21") for Northern Bear and its subsidiaries (together, the "Group"). 

It has been an exceptionally challenging year, due to the impact of the COVID-19 pandemic, particularly during the six months ended 30 September 2020 ("H1 FY21"), the lengthy uncertainty surrounding Brexit, and issues which continue to affect construction industry supply chains. 

In light of all of those factors, we are very pleased with the performance of the Group in FY21. 

Trading

The COVID-19 pandemic began to impact our businesses from March 2020 and we took prompt actions to ensure the safety of our employees, customers, and suppliers, and to manage the Group's cash resources during the period.  

In our interim results for H1 FY21, we noted substantial disruption to activity levels as a result of COVID-19 (particularly in the first quarter of FY21) and that we had a strong forward order book that should be sufficient to support stronger operating performance in the six month period ended 31 March 2021 ("H2 FY21"), conditional upon a continued ability to fulfil contracts on site and subject to the uncertainty at that time over the extent of the second wave of COVID-19 infections and associated restrictions.

Whilst we have experienced some ongoing disruption from the severity of the COVID-19 second wave and the other matters described above, I am pleased to be able to report that Group adjusted operating profit for H2 FY21 (£0.9 million) was slightly ahead of the corresponding period in FY20 (£0.8 million).  This performance is testament to the hard work and commitment of all our employees, and to the first-class safety procedures which our safety team have implemented, which have minimised on-site disruption during the pandemic.

Northern Bear Roofing

Despite on-site restrictions, our Roofing division has performed well in H2 FY21.  Whilst there was some weather-related disruption in a very wet February, in general there was no repeat of FY20's severe winter weather.

We are delighted to announce that Keith Muldoon has been appointed to oversee the Group's Roofing division as part of our longer-term succession planning.  Keith was appointed Managing Director at Springs Roofing Limited at the time of its acquisition by the Company in 2006 and has demonstrated outstanding leadership of that business, particularly in recent years. Matty Rowley has replaced Keith as Managing Director at Springs Roofing Limited, having previously served as Operations Director.

Northern Bear Construction

The businesses in our Construction division have seen a more mixed performance in H2 FY21.

MGM Limited ("MGM"), our specialist construction and refurbishment business, has performed exceptionally well following the appointment of Phil Burridge as Managing Director in August 2020 and had an excellent finish to the year.  Phil was brought into MGM to allow Neil Jukes, Managing Director of Northern Bear Building Services Limited, to focus on the continued development of that business, where Neil and the team have expanded revenues over time and are seeing further opportunities for growth.

H. Peel & Sons Limited ("H Peel"), our fit out and interiors business, continued to experience very challenging trading conditions in H2 FY21, due to the impact of COVID-19 on its core hospitality and leisure markets.  We recorded an impairment of the goodwill and intangible assets related to H Peel in our interim results for H1 FY21.  We are cautiously hopeful of an improvement in H Peel's core markets, and of a resultant improvement in H Peel's trading, as the current year progresses.

J Lister Electrical Limited ("J Lister"), our electrical contractor, traded well over the autumn period but has since experienced COVID-19 related disruption due to the indoor nature of works, which has impacted profitability for H2 FY21.  In light of current order book levels, we are optimistic that trading at J Lister will improve significantly in the coming year.

Northern Bear Materials Handling

Our materials handling business, A1 Industrial Trucks Limited ("A1"), has also seen disruption to new truck sales and its ability to deliver maintenance and service works on site during H2 FY21, although its long-term hire revenue streams have helped support this business.  We are, again, hopeful of an improvement in trading at A1 as COVID-19 restrictions are eased moving forward.

Other matters

As in prior years, we have presented amortisation and certain other adjustments separately within the Consolidated Statement of Comprehensive Income, in order to provide an indication of underlying trading performance.  The adjustments in the current year are for the impairment charge related to H Peel, as described below, and amortisation.  Adjustments in the prior year include the write-back of deferred consideration, transaction costs related to the acquisition of J Lister and the tender offer in September 2019, payments to departing employees, and all associated professional costs.  Calculations supporting alternative performance measures are included in notes 3 and 4 below. 

During periods when our businesses were unable to operate on site, with the consequent furloughing of direct and indirect employees, we received significant sums from the Government's Coronavirus Job Retention Scheme.  These amounts are shown in other operating income and total £1.5 million (2020: £nil).  The majority of the related staff costs are included in cost of sales and this consequently impacts reported gross margin in the year.

The element of operating profit before amortisation and other adjustments contributed by our trading subsidiaries was £2.1 million (2020: £3.1 million), which was offset by corporate and central costs of £0.7 million (2020: £0.9 million).  While we were able to make some savings on corporate and central costs during the period, this cost is more fixed than variable.  Should future subsidiary profits increase via organic growth or acquisition, central costs would not be expected to increase proportionately and this would, therefore, provide some operating leverage.

Impairment charge

As mentioned above, we recorded an impairment of goodwill, intangible assets, and related balances of £2.8m in our interim results for H1 FY21.  Following this, the Group made a loss for the year of £1.8 million (2020: £1.5m profit for the year). 

The impairment charge relates to H Peel, our fit out and interiors business.  H Peel has seen a major impact on its core hospitality and leisure markets due to COVID-19 restrictions and, as a result, has experienced a very challenging trading period. 

We had noted in our annual report and financial statements for the year ended 31 March 2020 that, should trading performance not improve at H Peel, it was likely that a goodwill impairment would need to be booked in future years.  At that point in time, the COVID-19 impact was still relatively low and we were hopeful of a recovery in trading.  However, given the situation has since worsened and we have seen the impact of continued restrictions on the hospitality and leisure sector, it seems there is no certainty over how quickly that sector and, therefore, H Peel's trading will recover, so we considered it prudent to record this impairment in our interim report for H1 FY21.    

The management team at H Peel continue to make every effort to explore new markets and we expect them to be well positioned to benefit from any recovery in their core sectors in due course.

Goodwill is a non-cash accounting estimate which arises on acquisition of subsidiaries. It should be noted that the carrying value of goodwill included estimated consideration payable during a three year earn-out period. The majority of the proposed earn-out was neither achieved nor paid.

Cash flow and bank facilities

The Group had a substantial net cash position (defined as cash balances less revolving credit facility) of £2.1 million at 31 March 2021 (£0.2 million at 31 March 2020).  Cash generated from operations during the year was £3.8 million (2020: £1.4 million), following some favourable working capital swings in the year.  These have, to an extent, reversed post year-end although the Group's financial position remains strong. 

As we have emphasised in previous years' results, our net cash/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 the year was £1.1 million net bank debt, the highest was £2.2 million net cash, and the average was £0.2 million net cash.

We have made limited use of our committed £1 million overdraft and £3.5 million revolving credit facility in H2 FY21.  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 committed bank facilities provide us with ample cash resources for the Group's strategic and operational requirements. 

Growth initiatives

We have challenged our subsidiary management teams during the year to consider what opportunities there are to expand their businesses over the medium term, notwithstanding the exceptionally challenging trading conditions during FY21.  This could include a degree of geographic expansion and/or the opportunity to broaden their product and service offerings.  I would like to cover two examples of this below.

A1 Industrial Trucks

A1 has seen significant disruption from COVID-19 restrictions but we are backing Stuart Dawson, who has performed very well since his appointment as MD in December 2018, to oversee a recovery and future growth in the business.  We are seeking to expand the business via both geographical expansion and by adding additional types of plant and machinery to complement the existing revenue streams.

To support Stuart in this new venture we are looking into the possibility of moving A1 into new, larger premises, in order to provide capacity for expansion.    

J Lister Electrical

I am delighted that J Lister Electrical recently succeeded in gaining BAFE 'Installation of Fire Detection and Alarm Systems' accreditation as well as retaining FIA (Fire Industry Association) membership.  BAFE is the independent registration body for Third Party Certificated fire safety service providers across the UK and a national independent register of quality fire safety companies.

This accreditation allows us to work with companies in the fire alarm industry as a third-party installer where BAFE certification is required as well as complete our own installation work.  I would like to congratulate Nigel Shorney (MD) and Kevin Baxter (Fire Division Manager) on their hard work in securing this accreditation. 

Supply Chain and Outlook

It has been well documented in the media that there have been industry-wide challenges in recent months with both availability and price inflation for construction materials.  Our companies have strong and well-established customer and supplier relationships and have been able, on the whole, to work with both groups to ensure continuity of supply for contracts and to pass on cost increases where possible.    

We have seen some impact from this on our results, mainly in our Northern Bear Roofing division, and expect this situation could provide a short term headwind to operations until industry supply and demand revert to more typical levels. 

Our forward order book remains strong and should support our trading performance in the coming months, subject to potential supply chain challenges and the business-specific considerations noted in the trading statement above, and whilst there remains a level of uncertainty over the long-term outlook for COVID-19. 

We regularly report that the timing of Group turnover and profitability is difficult to predict despite the continued strong order book, and our results can also be volatile on a month to month basis.  This is the principal reason we consider that having publicly available broker forecasts for the Group would be of limited value.  We have provided several trading updates in the past year, and will continue to update shareholders of any material changes in trading in between our interim and final results in each year.

Dividend

As noted above, we received significant sums from the Government's Coronavirus Job Retention Scheme during FY21. This, together with our asking non-furloughed staff to take temporary pay reductions across the Group, means that, on balance we do not consider it appropriate to return capital to shareholders via a final dividend for the year ended 31 March 2021.   

I would note that we have the cash resources available to pay a final dividend commensurable with the year ended 31 March 2019 (3.25p final dividend per share), should it have been deemed appropriate.

Should trading continue to improve, and subject, inter alia, to the ongoing cash requirements and general outlook for the Group, our intention is to resume dividend payments in respect of the year ending 31 March 2022.

The Board will continue to assess dividend levels generally and our intention for the longer term remains to adjust future dividends 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. 

Strategy

We continue to seek acquisitions of established specialist building services businesses, either in the same or complementary sectors to our current operations.  Our main criteria are that a business is well-established in its sector, has a consistent track record of profitability and cash generation and has a strong management team who are committed to remaining with the business.  Any potential acquisition would, in addition, need to be earnings accretive and provide an acceptable return on investment.

People

Ian McLean

It was with profound sadness that we had to announce in February that our colleague and friend, Ian McLean, a Non-Executive Director of the Company, had passed away following a short illness.   I would once again like to extend our deepest sympathies to his wife, Lesley, and all his family and friends. 

Ian was part of the broking team which originally helped Northern Bear to obtain its listing on AIM and subsequently joined the Board in November 2008.  Ian helped to guide the Group through difficult circumstances following his appointment, including a severe recession and a major restructuring process, and his continued involvement and support proved invaluable in recent years.

John Holroyd

John Holroyd joined us as a Non-Executive Director in January 2021.  John is both a Chartered Accountant and Chartered Tax Adviser and has substantial experience in the professional services industry, providing advisory services to a wide range of corporate and public sector bodies.  John also has an excellent network of contacts in the business community in the North of England and has previously supported, as a consultant, on acquisition search, including for J Lister Electrical (which we acquired in January 2020).  I would like to welcome John to the Board and look forward to working with him over the coming years. 

Simon Anderson

We also strengthened the Group's risk processes with the appointment of Simon Anderson as the Group's Risk and Legal Consultant in March 2021.  Simon has extensive experience in the construction sector and was previously a partner in a construction law team at one of the North's leading firms.  Simon's role will be to work closely with the individual businesses on general and specific risk issues and oversee the contractual legal requirements of the Group.  I am delighted that Simon has agreed to join Northern Bear in this newly created role. His pragmatic skill set will undoubtedly benefit the Group as we look to deal proactively with our valued clients, current and future, in relation to risk and contract related matters.

Our workforce

As always, our loyal, dedicated, and skilled workforce is a key part of our success and we make every effort to both 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 pleased with the Group's results for the year in light of the unprecedented impact of the COVID-19 pandemic and the other challenges facing our industry. 

I would like to once again thank all of our employees for their hard work and their commitment during what has been an exceptionally challenging year.    

Steve Roberts

Executive Chairman

21 July 2021

Consolidated statement of comprehensive income

for the year ended 31 March 2021

Consolidated balance sheet

at 31 March 2021

Consolidated statement of changes in equity

for the year ended 31 March 2021

Consolidated statement of cash flows

for the year ended 31 March 2021

Notes

1    Basis of preparation

This announcement has been prepared in accordance with the Company's accounting policies, which in turn are in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006. IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission. The accounting policies comply with each IFRS that is mandatory for the financial year ended 31 March 2021.

The following standards, amendments and interpretations, which became effective for the first time, were adopted by the Group for the financial year ended 31 March 2021:

·      Conceptual Framework (Revised) and amendments to related references in IFRS Standards - effective date on or after 1 January 2020;

·      IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures (Amendments): Interest Rate Benchmark Reform (effective date for periods starting on or after 1 January 2020);

·      IFRS 3 Business Combinations (Amendment): Definition of a Business (effective date for periods starting on or after 1 January 2020); and

·      Amendments to IAS 1 and IAS 8: Definition of Material

The adoption of the above standards and interpretations has not had a significant impact on the Group's results for the year or equity.

For the purposes of their assessment of the appropriateness of the preparation of the Group's accounts on a going concern basis, the directors have considered the current cash position and forecasts of future trading including working capital and investment requirements. 

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 2021 or 31 March 2020. 

The financial information for the year ended 31 March 2020 is derived from the financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor has reported on the 2020 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.  

The financial statements for 2021 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.
 

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 is aware that shareholders use these measures to assist in evaluating performance. 

The adjusting items for the alternative measures of profit are either recurring but non-cash charges (amortisation of acquired intangible assets), one-off non-cash items (impairment charges and adjustments to contingent deferred consideration), or one-off exceptional items (transaction costs and payments to departing employees). 

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 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:

5    Other operating income

6    Finance costs

7    Loans and borrowings

The Group retains a £3.5 million revolving credit facility and a £1.0 million overdraft facility, both with Yorkshire Bank, for working capital purposes.

As at 31 March 2021 a total of £nil (2020: £3.5 million) was drawn down on the revolving credit facility, providing a net cash figure at 31 March 2021 of £2.1 million (2020: £0.2 million) after offsetting cash and cash equivalents of £2.1 million (2020: £3.7 million).

The revolving credit facility was renewed on 19 March 2020 and is committed until 31 May 2023.  The overdraft facility was last renewed on 8 June 2021 and is next due for routine review and renewal on 31 May 2022.

8   Availability of financial statements

The Group's Annual Report and Financial Statements for the year ended 31 March 2021 are expected to be approved by 28 July 2021 and will be posted to shareholders during the week commencing 26 July 2021.  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 10:00am on 24 August 2021. 

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 by virtue of the European Union (Withdrawal) Act 2018.