Final Results
Northern Bear Plc
14 June 2007
14 June 2007
Northern Bear plc ('Northern Bear' or 'the Company')
Preliminary Results for the period ended 31 March 2007
Northern Bear plc announces preliminary results for the period to 31 March 2007.
The group reports a turnover of £4.75 million and an adjusted* operating profit
of £440,000.
Financial highlights
•Group Turnover of £4.75 million
•Loss before tax of £65,000
•Adjusted* operating profit of £440,000
•Loss per share of 3.9p
* Adjusted operating profit is arrived at after adding back goodwill
amortisation, depreciation, share based payments and pre-flotation expenses.
Jon Pither, Chairman of Northern Bear, commented:
'We are committed to progressively increasing earnings per share by selective
acquisition and organic development. Growth for growth's sake is not our
objective. It is encouraging that the gathering scale and momentum of Northern
Bear is attracting more potential acquisitions of suitable size and performance.
We expect the period ahead to be extremely busy. The current year has got off to
a very satisfactory start.'
Enquiries please contact:
Northern Bear Plc
Graham Forrest, Chief Executive
0191 371 2934
Strand Partners Limited
James Harris / Braden Saunders
020 7409 3494
Chairman's Statement
I am delighted to present the first set of results for the group following our
successful flotation on AIM in December 2006.
Results for the period to 31 March 2007 show turnover of £4,751,000 and
operating profit of £105,000 after goodwill amortisation of £148,000.
The Model
The business model of bringing mature, cash generative, profitable North East
based building services businesses into a group has proved successful.
Our existing businesses continue to trade in line with expectations and our
acquisition strategy is proving to be highly effective.
The Board
We continue to strengthen our board, particularly at the executive level.
Joining me as Chairman and Graham Forrest, as Chief Executive Officer, are Keith
Soulsby and Steven Gray who were appointed as Operations Directors on 19 April
2007. Both Steve and Keith each have over 20 years experience of owning and
operating building services businesses in the North East prior to their
acquisition by Northern Bear and we are delighted that they accepted our offer
to join the board.
Following the acquisition of Chirmarn on 11 May 2007, David Jay, the previous
Managing Director and majority shareholder of Chirmarn, joined the board as our
first full-time Finance Director. David is a Chartered Accountant and replaces
Steve Roberts, our interim Finance Director, who continues as a Non-Executive
Director.
We were all very sorry when Roy Stanley reluctantly stepped down as a
Non-Executive Director in May 2007 due to well known business commitments. Roy
has been a great source of guidance during our formative months and will be
greatly missed.
Howard Gold joined as a Non-Executive Director in January 2007 and brings with
him both North East business experience and an invaluable source of legal
knowledge, essential for a group of our type.
Employees
I would like to express the thanks of the board to all employees, without whose
loyalty and commitment, success would be impossible to maintain. A particular
mention needs to be made of the directors of each of our acquired subsidiaries,
all of whom have embraced the ethos of Northern Bear and helped bond the
businesses into a cohesive group.
Chairman's Statement (continued)
Future
We are committed to progressively increasing earnings per share by selective
acquisition and organic development. Growth for growth's sake is not our
objective.
It is encouraging that the gathering scale and momentum of Northern Bear is
attracting more potential acquisitions of suitable size and performance. We
expect the period ahead to be extremely busy.
The current year has got off to a very satisfactory start.
JP Pither
Chairman
13 June 2007
Consolidated profit and loss account
For the period from incorporation to 31 March 2007
Note 2007
£000 £000
Group turnover
Continuing operations -
Acquisitions 4,751
---
4,751
Cost of sales (3,459)
---
Gross profit 1,292
Other operating income 9
Administrative expenses (1,196)
---
Group operating profit
Continuing operations (196)
Acquisitions 301
---
105
---
Analysed as:
Group operating profit before depreciation, 440
amortisation,
share based payments and pre-flotation expenses
Pre-flotation expenses (110)
Depreciation (49)
Amortisation (148)
Share based payments (28)
---
Group operating profit 105
Interest receivable 14
Interest payable and similar charges - group (184)
---
Loss on ordinary activities before taxation (65)
Tax on loss on ordinary activities (65)
---
Loss for the financial period (130)
===
Basic loss per share 3 (3.9p)
Diluted loss per share 3 (3.9p)
Consolidated balance sheet
At 31 March 2007
2007
£000 £000
Fixed assets
Intangible assets - goodwill 12,266
Tangible assets 1,718
Investments 11
13,995
Current assets
Stocks 197
Debtors 4,175
Cash at bank and in hand 494
4,866
Creditors: amounts falling due within one year (6,201)
Net current liabilities (1,335)
---
Total assets less current liabilities 12,660
Creditors: amounts falling due after more than (3,140)
one year
Provisions for liabilities (52)
---
Net assets 9,468
===
Capital and reserves
Called up share capital 120
Share premium account 2,170
Merger reserve 7,280
Profit and loss account (102)
---
Shareholders' funds 9,468
===
Consolidated cash flow statement
For the period from incorporation to 31 March 2007
Note 2007
£000 £000
Cash flow from operating activities 5 185
Returns on investments and servicing
of finance
Interest received 14
Interest paid (125)
Interest element of finance leases (6)
---
(117)
Taxation -
Capital expenditure
Purchase of tangible fixed assets (31)
Sale of tangible fixed assets 2
---
(29)
Acquisitions
Purchase of subsidiary undertakings (1,778)
---
Net cash acquired with subsidiaries 1,683
---
---
(95)
---
Cash outflow before financing (56)
Financing
Issue of ordinary share capital 1,506
Issue of preference share capital 50
Redemption of preference share (50)
capital
Debt due within one year:
New secured loan repayable in 2010 456
New secured loan repayable in 2016 66
Debt due after more than one year:
New secured loan repayable in 2010 1,254
New secured loan repayable in 2016 574
Repayment of secured loans (130)
Repayment of invoice discounting (236)
facility
Repayment of term loans acquired (3,978)
with subsidiary
Capital element of finance lease (58)
rental payments
---
(546)
---
Decrease in cash in the period (602)
===
Reconciliation of movements in shareholders' funds
For the period from incorporation to 31 March 2007
2007
£000
Loss for the financial period (130)
Charge in relation to share based payments 28
New share capital subscribed (net of issue costs) 9,570
---
Net addition to shareholders' funds 9,468
Opening shareholders' funds -
---
Closing shareholders' funds 9,468
===
Notes to the Preliminary Announcement
For the period from incorporation to 31 March 2007
1. Basis of preparation
The financial information set out herein does not constitute the Group's
statutory accounts for the period from incorporation to 31 March 2007 but is
derived from those accounts. Statutory accounts for 2007 will be delivered to
the registrar of companies in due course. The auditors have reported on those
accounts; their report was (i) unqualified, (ii) did not include a reference 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 237
(2) or (3) of the Companies Act 1985.
2. Dividends
The Directors do not recommend the payment of a dividend for the period ended 31
March 2007.
3. Loss per share
The basic loss per share is calculated by dividing the loss for the period of
£130,000 by the weighted average number of shares, 3,374,891, in issue during
the period.
The diluted loss per share is calculated by dividing the loss for the period of
£130,000 by the weighted average number of shares adjusted to allow for the
issue of shares on the assumed conversion of dilutive options. As the impact of
the dilutive options would be to reduce the loss per share, they are not treated
as dilutive. The diluted loss per share is therefore unchanged from the basic
loss per share.
4. Acquisitions
On 19 December 2006 the Company acquired 100% of the issued share capital of The
Floor Joist Company (Northern) Limited along with 100% of the issued share
capital of the groups headed by Ron Gone Limited, Dudley Wilson Limited, Kelmax
Limited and Maximuse Limited.
On 2 February 2007 the Company acquired 100% of the issued share capital of MGM
Limited.
The acquisitions have been accounted for using the acquisition method of
accounting. The book and fair values of the acquisitions were:
4. Acquisitions (continued)
Ron Gone, MGM Total
Dudley Wilson, Limited
Kelmax,
Maximuse and
Floor Joist
£000 £000 £000
Tangible assets 1,408 208 1,616
Investments 11 - 11
Current assets 3,652 2,155 5,807
Creditors (8,488) (1,196) (9,684)
Provisions (35) (17) (52)
---
Total (liabilities) / assets (3,452) 1,150 (2,302)
Goodwill 10,815 1,599 12,414
---
Purchase consideration 7,363 2,749 10,112
===
5. Net cash outflow from operating activities
2007
£000
Group operating profit 105
Depreciation and amortisation 197
Loss on sale of fixed assets 5
Increase in stocks (44)
Increase in debtors (287)
Increase in creditors 181
Charge in relation to share based payments 28
---
Net cash inflow from operating activities 185
===
6. Annual Report
The Annual Report will be posted to shareholders in due course and copies will
be available from the Company's registered office at Station House, Station Road,
Chester le Street, County Durham, DH3 3DU.
This information is provided by RNS
The company news service from the London Stock Exchange