Northern Bear plc |
Interim Report |
30 September 2014 |
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Contents
Advisors 1
Chairman's statement 2
Consolidated statement of comprehensive income 4
Consolidated statement of changes in equity 5
Consolidated balance sheet 6
Consolidated statement of cash flows 7
Notes 8
Advisors
Auditor
Mazars LLP Mazars House Gelderd Road Gildersome Leeds LS27 7JN |
Nominated advisor and Broker
Strand Hanson Limited 26 Mount Row London W1K 3SQ |
Bankers
Yorkshire Bank 20 Merrion Way Leeds LS2 8NZ |
Registered office
A1 Grainger Prestwick Park Prestwick Newcastle upon Tyne NE20 9SJ |
Legal advisors
Mincoffs Solicitors LLP 5 Osborne Terrace Jesmond Newcastle upon Tyne NE2 1SQ |
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Chairman's statement
Introduction
I am pleased to report unaudited interim results for the six months to 30 September 2014.
The Group has continued to perform well, delivering retained profit of £0.7 million (2013: £0.6 million) and earnings per share of 4.1p (2013: 3.2p) in the period.
Trading
The Group's revenue increased to £20.1 million (2013: £17.4 million) in the period and its gross profit increased to £4.6 million (2013: £4.2 million). There was growth in revenue at the majority of the Group's businesses with the most marked increases in those in the roofing sector.
Operating profit increased to £1.1 million (2013: £0.9 million) and profit before tax to £0.9m (2013: £0.7m).
We have continued to see positive movement in the new house build market and strength in the Social Housing sector. During the period, the Group commenced work on a number of significant and high profile projects, including the Tyne Tunnel, roofing works on the Aloft Hotel (as part of the Royal Exchange Building redevelopment in Liverpool), and the redevelopment of Tyneside Cinema in Newcastle City centre.
Cash flow
Net bank debt at 30 September 2014 was £4.7m (2013: £6.6m).
I am pleased to report that the strong trading performance in the period and in the second half of the year ended 31 March 2014 has resulted in a significant reduction in bank debt.
Whilst increased profitability should ordinarily result in reduced bank debt, the level of the reduction is testament to the strong management systems which are in place, ensuring that cash generation was maintained during a period in which the Group was experiencing substantial growth.
The Group's bank facilities were renewed on 7 April 2014. As part of this process, we successfully negotiated a change in the blend of debt from shorter to longer term borrowings. This will give greater operational flexibility in the future.
Dividend
As in prior years no interim dividend will be declared and the Group will continue to use trading cash flow to reduce bank debt. Provided that the strong performance continues as expected then the Board intends to continue with its current policy of paying a final dividend.
Strategy / Outlook
The Board has maintained, as a priority, the use of operating cash flow to reduce the level of bank debt. We will, however, continue to actively monitor opportunities for the use of funds generated, including capital investment, bolt-on acquisitions and capital repurchases.
During the period, we started the process of consolidating two of our trading businesses, MGM Limited and Northern Bear Building Services Limited, which operate in similar markets. As part of this process, we have leased new premises in the Team Valley Trading Estate from which both businesses will operate. This will provide operational synergies and overhead savings, whilst maintaining the brands and workforces of both companies.
This is part of a medium term objective to plan for the Group's future through both streamlining operations and succession planning which, moving forward, will involve bringing new blood into subsidiary management teams and promotions to the Group Board.
Order books across the Group remain strong and we are hopeful of a successful second half of the financial year.
New trading division
In May 2014, we announced the launch of a new trading division, Vantage Point Media, which provides an innovative new way of conducting detailed aerial surveys of buildings and roofs using state-of-the-art remote controlled hexacopters. This is an excellent example of how we are prepared to adapt new technologies and work together to provide innovative solutions for our clients. This was recognised by Durham University at its recent annual Supplier Recognition Event, where our technological application won the 'Most Innovative Solution or Proposal' category.
People
The implementation of a more streamlined management reporting structure, including the changes to the Board in February 2014, the direct reporting of subsidiary Managing Directors to the Group Managing Director, and the holding of bi-monthly Managing Director meetings, has resulted in better sharing of knowledge across the Group and closer working relationships between our businesses.
As reported in prior years, in an industry which has seen a decreasing number of skilled tradesmen over the past few years, our strategy of employing the majority of our workforce, along with investment in training new operatives, continues to reap dividends. We are able to sustain a loyal and dedicated workforce with the skills required to meet the demands of the modern day construction industry.
The quality and experience of our people and the key customer relationships that they maintain remain fundamental to the Group's success and I would again like to thank all of our employees for their contribution to the Group's strong results.
Steve Roberts
Executive Chairman
1 December 2014
Consolidated statement of comprehensive income
for the six month period ended 30 September 2014
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6 months ended |
|
6 months ended |
|
Year ended |
|
30 September 2014 |
|
30 September 2013 |
|
31 March 2014 |
|
Unaudited |
|
Unaudited |
|
Audited |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
Revenue |
20,077 |
|
17,383 |
|
36,781 |
Cost of sales |
(15,472) |
|
(13,174) |
|
(27,542) |
Gross profit |
4,605 |
|
4,209 |
|
9,239 |
Other operating income |
8 |
|
9 |
|
20 |
Administrative expenses |
|
|
|
|
|
Share based payment |
(5) |
|
- |
|
(1) |
Other administrative expenses |
(3,479) |
|
(3,299) |
|
(7,025) |
|
(3,484) |
|
(3,299) |
|
(7,026) |
Operating profit |
1,129 |
|
919 |
|
2,233 |
Finance income |
2 |
|
- |
|
21 |
Finance expense |
(209) |
|
(191) |
|
(502) |
Profit before income tax |
922 |
|
728 |
|
1,752 |
Income tax expense |
(194) |
|
(168) |
|
(417) |
Profit for the period |
728 |
|
560 |
|
1,335 |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to equity holders of the parent |
728 |
|
560 |
|
1,335 |
|
|
|
|
|
|
Earnings per share from continuing operations |
|
|
|
|
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Basic earnings per share |
4.1p |
|
3.2p |
|
7.6p |
Diluted earnings per share |
4.1p |
|
3.2p |
|
7.5p |
|
|
|
|
|
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Consolidated statement of changes in equity
for the six month period ended 30 September 2014
|
|
Share capital |
Capital redemption reserve |
Share premium |
Merger reserve |
Retained earnings |
Total equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
At 1 April 2013 |
184 |
6 |
5,169 |
10,371 |
2,604 |
18,334 |
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Total comprehensive income for the period |
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
560 |
560 |
|
|
|
|
|
|
|
|
|
At 30 September 2013 |
184 |
6 |
5,169 |
10,371 |
3,164 |
18,894 |
|
|
|
|
|
|
|
|
|
At 1 April 2013 |
184 |
6 |
5,169 |
10,371 |
2,604 |
18,334 |
|
Total comprehensive income for the year |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
1,335 |
1,335 |
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
Equity settled share-based payment transactions |
- |
- |
- |
- |
1 |
1 |
|
At 31 March 2014 |
184 |
6 |
5,169 |
10,371 |
3,940 |
19,670 |
|
|
|
|
|
|
|
|
|
At 1 April 2014 |
184 |
6 |
5,169 |
10,371 |
3,940 |
19,670 |
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
728 |
728 |
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
Equity settled share-based payment transactions |
- |
- |
- |
- |
5 |
5 |
|
Equity dividends paid |
- |
- |
- |
- |
(133) |
(133) |
|
At 30 September 2014 |
184 |
6 |
5,169 |
10,371 |
4,540 |
20,270 |
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|
|
|
|
|
|
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Consolidated balance sheet
at 30 September 2014
|
30 September 2014 |
|
30 September 2013 |
|
31 March 2014 |
|
Unaudited |
|
Unaudited |
|
Audited |
|
£'000 |
|
£'000 |
|
£'000 |
Assets |
|
|
|
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Property, plant and equipment |
2,675 |
|
2,464 |
|
2,530 |
Intangible assets |
21,354 |
|
21,356 |
|
21,355 |
Total non-current assets |
24,029 |
|
23,820 |
|
23,885 |
|
|
|
|
|
|
Inventories |
868 |
|
867 |
|
831 |
Trade and other receivables |
8,691 |
|
8,356 |
|
9,151 |
Prepayments |
398 |
|
425 |
|
169 |
Deferred consideration receivable |
153 |
|
180 |
|
166 |
Cash and cash equivalents |
779 |
|
260 |
|
111 |
Total current assets |
10,889 |
|
10,088 |
|
10,428 |
Total assets |
34,918 |
|
33,908 |
|
34,313 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
184 |
|
184 |
|
184 |
Capital redemption reserve |
6 |
|
6 |
|
6 |
Share premium |
5,169 |
|
5,169 |
|
5,169 |
Merger reserve |
10,371 |
|
10,371 |
|
10,371 |
Retained earnings |
4,540 |
|
3,164 |
|
3,940 |
|
|
|
|
|
|
Total equity attributable to equity holders of the Company |
20,270 |
|
18,894 |
|
19,670 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Loans and borrowings |
4,815 |
|
1,402 |
|
1,039 |
Deferred tax liabilities |
66 |
|
23 |
|
66 |
Total non-current liabilities |
4,881 |
|
1,425 |
|
1,105 |
|
|
|
|
|
|
Bank overdraft |
- |
|
4,931 |
|
3,664 |
Loans and borrowings |
979 |
|
967 |
|
1,169 |
Trade and other payables |
8,218 |
|
7,384 |
|
8,261 |
Current tax payable |
570 |
|
307 |
|
444 |
Total current liabilities |
9,767 |
|
13,589 |
|
13,538 |
|
|
|
|
|
|
Total liabilities |
14,648 |
|
15,014 |
|
14,643 |
Total equity and liabilities |
34,918 |
|
33,908 |
|
34,313 |
Consolidated statement of cash flows
for the six month period ended 30 September 2014
|
6 months ended |
|
6 months ended |
|
Year ended |
|
30 September 2014 |
|
30 September 2013 |
|
31 March 2014 |
|
Unaudited |
|
Unaudited |
|
Audited |
|
£'000 |
|
£'000 |
|
£'000 |
Cash flows from operating activities |
|
|
|
|
|
Profit for the period |
728 |
|
560 |
|
1,335 |
Adjustments for: |
|
|
|
|
|
Depreciation |
241 |
|
235 |
|
496 |
Amortisation |
1 |
|
1 |
|
2 |
Finance income |
(2) |
|
- |
|
(21) |
Finance expense |
209 |
|
191 |
|
502 |
Loss on sale of property, plant and equipment |
3 |
|
15 |
|
16 |
Equity settled share-based payment transactions |
5 |
|
- |
|
1 |
Income tax |
194 |
|
168 |
|
417 |
|
1,379 |
|
1,170 |
|
2,748 |
Change in inventories and materials handling property, plant and equipment |
(37) |
|
(234) |
|
(116) |
Change in trade and other receivables |
460 |
|
(900) |
|
(1,695) |
Change in prepayments |
(229) |
|
(283) |
|
(26) |
Change in trade and other payables |
(43) |
|
274 |
|
1,151 |
|
1,530 |
|
27 |
|
2,062 |
Interest received |
2 |
|
- |
|
21 |
Interest paid |
(210) |
|
(191) |
|
(433) |
Tax paid |
(68) |
|
(28) |
|
(97) |
Net cash from operating activities |
1,254 |
|
(192) |
|
1,553 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Proceeds from the sale of property, plant and equipment |
33 |
|
72 |
|
147 |
Proceeds from subsidiary disposal |
13 |
|
17 |
|
31 |
Acquisition of property, plant and equipment |
(340) |
|
(82) |
|
(436) |
Net cash from investing activities |
(294) |
|
7 |
|
(258) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Increase in bank loans on re-financing of overdraft |
4,213 |
|
- |
|
- |
Repayment of borrowings |
(590) |
|
(360) |
|
(564) |
Payment of finance lease liabilities |
(118) |
|
(86) |
|
(244) |
Equity dividends paid |
(133) |
|
- |
|
- |
Net cash from financing activities |
3,372 |
|
(446) |
|
(808) |
|
|
|
|
|
|
Net increase in cash and cash equivalents |
4,332 |
|
(631) |
|
487 |
Cash and cash equivalents at start of period |
(3,553) |
|
(4,040) |
|
(4,040) |
Cash and cash equivalents at end of period |
779 |
|
(4,671) |
|
(3,553) |
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 2014.
These condensed financial statements are unaudited and were approved by the Board of Directors on 1 December 2014.
The information for the year ended 31 March 2014 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 auditor and delivered to the Registrar of Companies. The report of the auditor 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 2014, other than as disclosed in note 2.
From 1 April 2014 the following standards, amendments and interpretations became effective and were adopted by the Group:
§ IFRS 10 Consolidated Financial Statements;
§ IFRS 11 Joint Arrangements;
§ IFRS 12 Disclosure of Interests in Other Entities;
§ Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities; and
§ IFRIC 21 Levies.
The adoption of the above has not had a significant impact on the Group's profit for the period or equity.
The taxation charge for the six months ended 30 September 2014 is calculated by applying the Directors' best estimate of the annual effective tax rate to the profit for the period.
4. Earnings per share
Basic earnings per share is the profit for the period divided by the weighted average number of ordinary shares outstanding, excluding those held in treasury, calculated as follows::
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6 months ended |
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6 months ended |
|
Year ended |
|
|
|
|
|
30 September 2014 |
|
30 September 2013 |
|
31 March 2014 |
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|
|
|
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Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
|
|
|
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Profit for the period (£'000) |
728 |
|
560 |
|
1,335 |
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Weighted average number of ordinary shares excluding shares held in treasury for the proportion of the year held in treasury ('000) |
17,670 |
|
17,670 |
|
17,670 |
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Basic earnings per share |
|
4.1p |
|
3.2p |
|
7.6p |
The calculation of diluted earnings per share is the profit for the period 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:
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|
6 months ended |
|
6 months ended |
|
Year ended |
|
|
30 September 2014 |
|
30 September 2013 |
|
31 March 2014 |
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
|
Profit for the period (£'000) |
|
728 |
|
560 |
|
1,335 |
Weighted average number of ordinary shares excluding shares held in treasury for the proportion of the year held in treasury ('000) |
|
17,670 |
|
17,670 |
|
17,670 |
Effect of potential dilutive ordinary shares ('000) |
|
260 |
|
- |
|
90 |
|
|
|
|
|
|
|
Diluted weighted average number of ordinary shares excluding shares held in treasury for the proportion of the year held in treasury ('000) |
|
17,930 |
|
17,670 |
|
17,760 |
|
|
|
|
|
|
|
Diluted earnings per share |
|
4.1p |
|
3.2p |
|
7.5p |
5. 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 8 and 9, and 52 to 54 of our Annual Report and Financial Statements for the year ended 31 March 2014, which are available on our website, www.northernbearplc.com.
6. 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.
7. Half year report
The condensed financial statements were approved by the Board of Directors on 1 December 2014 and are available on the Company's website, www.northernbearplc.com. Copies will be sent to shareholders and are available on application to the Company's registered office.
8. Statement of directors' responsibilities
The director named below confirms 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 2014.
For and on behalf of the Board of Directors
Thomas Hayes
Finance Director
1 December 2014