17 July 2023

Northern Bear PLC

("Northern Bear" or the "Company")

Preliminary results for the year ended 31 March 2023

The board of directors of Northern Bear (the "Board") is pleased to announce its unaudited preliminary results for the year ended 31 March 2023 ("FY23") for the Company and its subsidiaries (together, the "Group").

Financial summary

·      Revenue increased 14.1% to £69.7m (2022: £61.1m)

·      Operating profit increased to £2.2m (2022: £0.7m operating loss)

·      Adjusted EBITDA* increased 13.9% to £4.1m (2022: £3.6m)

·      Adjusted operating profit* increased 13.4% to £2.9m (2022: £2.6m)

·      Adjusted basic earnings per share* increased 19.4% to 11.7p (2022: 9.8p)

·      Cash generated from operations increased 28.9% to £2.8m (2022: £2.2m)        

·      Net cash position at year end of £3.2m (2022: net cash of £2.2m)

·      One-off contract losses relating to Arcas Building Solutions Limited (formerly Northern Bear Building Services) ("Arcas") of £0.7m (2022: £nil)

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

Operational summary

·      The Group generated strong operating results during FY23 and has not experienced any slowdown in business to date, despite widely publicised concerns about rising interest rates and their potential effects on the UK economy. 

·      As previously announced, the Group will pursue a dividend growth strategy supported by the organic progress of the Group's businesses and, to the extent accretive, bolt-on acquisitions. To that end, the Group announced its intention to declare an ordinary dividend of 4p per share plus a special dividend for FY23 of 1p per share.  The ordinary dividend is expected to be paid semi-annually, with half paid after each of the year-end period and the half year period, respectively.

·      John Davies was recently appointed as the new Managing Director for Arcas Building Solutions Limited.  John has had an illustrious career in the construction industry including positions as Managing Director of Meldrum Group and Chief Operating Officer of Esh Group, two large construction companies for which he oversaw substantial profitable growth.

Outlook

·      Early indications are that FY24 is progressing in a similarly strong manner as FY23, for the financial year to date.  As always, 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.

·      Inflationary pressures on construction materials prices have eased somewhat, which should lead to improved visibility on near-term profitability.

·      Our forward order book remains strong and should support our trading performance in the coming months. 

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

"We are delighted to announce one of the strongest full year adjusted operating profits reported in the history of Northern Bear and are excited to implement our dividend growth strategy. We look forward to providing further updates to our shareholders and the wider investment community during the second half of 2023."

For further information contact:

Chairman's Statement

Introduction

I am delighted to report the results for the year to 31 March 2023 ("FY23" or "2023") for Northern Bear and its subsidiaries (together, the "Group"), which reflects one of the strongest full year adjusted operating profits reported in our history, which has been achieved despite the well-publicised issues relating to attracting and retaining employees in our industry.

Trading

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 customer contracts. Additionally, we have not experienced any slowdown in business to date despite widely publicised concerns about rising interest rates and their potential effects on the UK economy. 

Revenue for FY23 was £69.7 million (2022: £61.1 million) and reported gross margin was 20.0% (2022: 20.4%) despite the impact of certain unprofitable contracts at Arcas in FY23.  Administrative expenses, however, increased to £11.8 million (2022: £10.0 million) in large part due to increases in payroll, motor and fuel expenses, insurance costs, and general cost inflation. The payroll increase relates primarily to the recruitment of additional commercial and operational staff, particularly at MGM Limited ("MGM") and Isoler Limited ("Isoler"), which have both performed strongly in recent years and are businesses in which we foresee further opportunities for profitable growth.

The Group generated strong operating results, reporting a profit for the year of £1.6 million (2022: loss of £1.3 million) and an operating profit of £2.1 million (2022: loss of £0.7 million).  Adjusted operating profit for FY23 ("adjusted operating profit", as presented in Note 3 below) was £2.9 million (2022: £2.6 million), and adjusted earnings before interest, taxes, depreciation, and amortisation ("adjusted EBITDA", as presented in Note 3 below) for FY23 was £4.1 million (2022: £3.6 million). Adjusted basic earnings per share (as presented in Note 4 below) was 11.7p (2022: 9.8p) and reported basic earnings per share was 8.5p (2022: 7.1p loss per share).  Adjusted EBITDA, adjusted EBIT and adjusted earnings per share are presented prior to the impact of Arcas contracts losses and amortisation in the current year, and amortisation, impairment charges and one-off costs in the prior year.  More detail on these items is provided below.

Northern Bear Roofing

Despite the issues with labour availability in the roofing industry, our Roofing division performed well in FY23, with adjusted divisional EBITDA increasing to £2.5 million in FY23 (2022: £2.2 million), or an increase of 12%. Reported divisional EBITDA for 2022 after the impact of the Springs Roofing Limited ("Springs") provision, described below, was £1.6 million. 

Wensley Roofing Limited ("Wensley") had a particularly strong year, principally due to its securing of additional framework agreements from local social housing providers and their associated general contractors. The Roofing division maintains a strong order book across Wensley, Springs, and Jennings Roofing Limited. These strong results are a testament to our three Managing Directors, their teams, and their excellent relationships with our supply chain.

As announced on 8 July 2022 and accounted for in the prior year results, we decided to settle, for the sum of £0.6 million, a legal claim against Springs brought by Engie Regeneration (FHM) Limited, which was recently renamed to Equans (collectively, "Equans"), where court proceedings had been issued in December 2021 for an original claim of £1.9 million.  While the Springs directors believed the claim was without merit, we took into consideration the commercial risk of litigation and the potential for irrecoverable costs to be incurred in defending the claim.  Springs and Northern Bear's other subsidiaries retain excellent commercial relationships with Equans' regional and national management team.  As such, Equans continues to be an important and valued customer for the Group. There are no other pending legal claims against the Company or its subsidiaries, and we are not aware of any matter that could lead to a material legal claim.

Northern Bear Specialist Building Services

Our Specialist Building Services division performed well in FY23, prior to the impact of the loss-making contracts at Arcas, with adjusted divisional EBITDA increasing to £1.9 million in FY23 (2022: £1.8 million), or an increase of 8%.  Reported divisional EBITDA was £1.2 million in FY23 after the impact of these unprofitable contracts described in more detail below. Additionally, H. Peel & Sons Limited ("H Peel") has experienced further stabilisation of its core markets.

MGM, our specialist construction and refurbishment business, has seen continued steady performance. The order book is strong and we believe this business is primed for further growth following recent personnel additions.

H Peel, our fit out and interiors business, experienced some stabilisation of its operational performance as its core hospitality and leisure markets continue to recover post pandemic. We are cautiously optimistic for a continued stabilisation in H Peel's core markets, and of a resultant improvement in H Peel's trading.

J Lister Electrical Limited ("J Lister"), our electrical contractor, saw continued steady profitability during FY22. In light of current order book levels, we are optimistic that trading at J Lister will continue to improve.

Isoler, our fire protection contracting business, has continued to perform very strongly, with an impressive and growing reputation for good quality workmanship. Isoler has won expanded mandates from their general contractor customers and local social housing providers during FY23.

As preliminarily announced on 5 April 2023, our Arcas subsidiary undertook a small number of contracts in the year where significant trading losses were incurred under prior management.  Initially, we announced that this would be up to £750k.  The final calculation of the impact during FY23 was £733k, including a provision for losses through to completion.  After the financial year-end, John Davies was appointed as the subsidiary's new Managing Director, and it was renamed as Arcas Building Solutions Limited.  Following John's appointment and related operational and management changes, these losses are expected to be a one-off issue.  

Northern Bear Materials Handling

Our materials handling business, Alcor Handling Solutions Limited ("Alcor"), formerly known as A1 Industrial Trucks, has seen a significant improvement in its profitability despite continued delays in receiving delivery of new forklift trucks due to supply chain interruptions. Divisional EBITDA increased to £0.8 million in FY23 (2022: £0.6 million), an increase of 34%.

Alcor's new premises in the prominent Team Valley Trading Estate in Gateshead provides a larger footprint in a superior location, which we believe will increase Alcor's profile. We also continued our investment in the forklift fleet during FY23 which should support near-term growth. This investment, coupled with the possibility of being positioned to attract more business from the numerous companies renting property on this well-known trading estate, should mean an exciting time for the business.

Other matters

As in prior years, we have presented amortisation and certain other adjustments separately within the Consolidated Statement of Comprehensive Income, to provide an indication of underlying trading performance.  The adjustments in the current year are for the amortisation of acquired intangibles.  Adjustments in FY22 include impairment charges, one-off costs, and amortisation.  Calculations supporting alternative performance measures are also included in the notes below.

The operating profit before amortisation and other adjustments contributed by our trading subsidiaries during FY23 was £4.2 million (2022: £3.7 million), which was offset by corporate and central costs of £1.3 million (2022: £1.1 million). 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

The large majority of goodwill relates to acquisitions made in the Group's early years, between 2006 and 2008.  These acquisitions were completed at a time when different accounting standards were in place which did not require separate identification of acquired intangible assets and permitted capitalisation of deal costs, resulting in a higher goodwill balance than would be likely under current standards. Notwithstanding this, having previously taken goodwill impairment provisions related to H Peel and Alcor, we believe that the remaining carrying value of goodwill is comfortably supported by current trading levels. 

Cash Flow and Bank Facilities

The Group had a substantial net cash position, defined as cash balances less the amount drawn down on our revolving credit facility, of £3.2 million at 31 March 2023 (£2.2 million at 31 March 2022). Cash generated from operations during the year was £2.8 million (2022: £2.2 million). As was the case for prior years, these excess cash balances have, to an extent, normalised post year-end, although the Group's financial position remains strong.

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 the financial year was £2.7 million net bank debt, the highest was £3.2 million net cash, and the average was £0.8 million net bank debt.

We have made limited use of our committed £1 million overdraft and £3.5 million revolving credit facility in FY23. 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.

Growth Initiatives

We have continued to challenge our subsidiary management teams to consider opportunities to expand their businesses over the medium term, notwithstanding the mature nature of our businesses. This could include a degree of geographic expansion and/or the opportunity to broaden their product and service offerings.

Strategy & Dividend

As announced on 5 April 2023, after a review of strategy and dividend policy, the Board reported that the Group will pursue a dividend growth strategy supported by the organic progress of the Group's businesses and, to the extent accretive, bolt-on acquisitions. To that end, the Group announced its intention to declare an ordinary dividend of 4p per share plus a special dividend for FY23 of 1p per share.  The ordinary dividend is expected to be paid semi-annually, with half paid after each of the year-end period and the half year period, respectively.

The proposed dividends are subject to shareholder approval at the Annual General Meeting to be held on 12 September 2023. If approved, the semi-annual portion of the ordinary dividend and the special dividend both will be payable on 15 September 2023 to shareholders on record at 25 August 2023.  The remaining semi-annual portion of the ordinary dividend will be payable on 15 March 2024 to shareholders on record at 23 February 2024. 

The Board will continue to assess whether future special dividends will be paid but our intention is to implement a progressive dividend policy overall, subject to overall profitability and cash flows that are roughly in line with, or in excess of, those of the past two financial years. 

More generally, the Company intends to further increase its engagement with the broader investment community and continues to explore avenues for increasing shareholder value.

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.

People

John Davies

After year-end, John Davies was appointed as the new Managing Director for Arcas.  John has an illustrious career in the construction industry including positions as Managing Director of Meldrum Group and Chief Operating Officer of Esh Group, two large construction companies for which he oversaw substantial profitable growth. I would like to welcome John to the Group.

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, which reflects one of the strongest full year adjusted operating profits reported in our history.

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

Jeff Baryshnik

Non-Executive Chairman

17 July 2023

Consolidated statement of comprehensive income

for the year ended 31 March 2023

Consolidated balance sheet

at 31 March 2023

Consolidated statement of changes in equity

for the year ended 31 March 2023

Consolidated statement of cash flows

for the year ended 31 March 2023

Notes

1    Basis of preparation

This announcement has been prepared in accordance with the Company's accounting policies, which in turn are prepared in accordance with the requirements of the Companies Act 2006 and UK-adopted international accounting standards.   

The accounting policies are the same as those applied in preparation of the financial statements for the year ended 31 March 2022, 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 2023:

·      Reference to the Conceptual Framework (Amendments to IFRS 3 Business Combinations) - effective date on or after 1 January 2022;

·      Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) - effective date on or after 1 January 2022;

·      Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets) - effective date on or after 1 January 2022; and

·      Annual improvements 2018-2020 cycle - effective date on or after 1 January 2022.

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 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. 

During the year the Group met its day to day working capital requirements through an existing £1 million bank overdraft and a £3.5 million revolving credit facility.  At 31 March 2023 the Group had net cash of £3.2 million based on £3.2 million cash and £nil drawn on the revolving credit facility.  The overdraft facility was last renewed on 3 May 2023 for the period to 31 May 2024.  The Group's revolving credit facility was most recently renewed on 28 April 2023 and is committed to 31 May 2026.  The Directors have a reasonable expectation of successful renewal for both the overdraft and revolving credit facilities based on a long standing and strong working relationship with the bank. 

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 2023 or 31 March 2022. 

The financial statements for 2023 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 2022 is derived from the financial statements for that year, which have been delivered to the Registrar of Companies.  The auditor has reported on the 2022 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 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 (goodwill impairment charges), or significant one-off items (loss-making contracts in Arcas in FY23, provision for settlement of legal claim and associated costs in 2022, both of which are discussed further in the Chairman's Statement).   The loss-making contracts in Arcas are included in revenue and cost of sales in the income statement and the net impact is presented in the table below.

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 Arcas contract losses and amortisation in the current year, and amortisation, impairment charges and one-off costs in the prior year, divided by the weighted average number of ordinary shares outstanding as presented above.  More detail on these adjustments is included in the Chairman's Statement.   

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 Virgin Money plc, for working capital purposes.

As at 31 March 2023, a total of £nil (2022: £1.0 million) was drawn down on the revolving credit facility, providing a net cash figure at 31 March 2023 of £3.2 million (2022: £2.2 million) after offsetting cash and cash equivalents of £3.2 million (2022: £3.2 million).

The revolving credit facility was renewed on 28 April 2023 and is committed until 31 May 2026.  The overdraft facility was last renewed on 3 May 2023 and is next due for routine review and renewal on 31 May 2024.

8   Availability of financial statements

The Group's Annual Report and Financial Statements for the year ended 31 March 2023 are expected to be approved by 24 July 2023 and will be posted to shareholders during the week commencing 24 July 2023.  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 12 September 2023. 

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, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.