Regulatory announcements Northern Bear plc has issued the following regulatory announcements: 29 January 2010 Appointment of Broker and Directorate Change 17 December 2009 Interim Results and Trading Update 16 December 2009 Revised Banking Facility 29 October 2009 Result of AGM / Appointment of Company Secretary 13 October 2009 Trading Update, Contract Wins and Directorate Change 29 September 2009 Posting of Accounts / Note re Audit Report 18 September 2009 Broker Appointment 2 July 2009 Director's Dealing For previous regulatory announcements please follow this link to our archive page |
|
29 January 2010 Appointment of Broker The Board of Northern Bear (the "Board") is pleased to announce the appointment of Seymour Pierce Directorate Change David Jay has resigned from his position on the Board and will leave the Company with immediate effect to pursue other business interests. Graham Forrest, Northern Bear CEO, said, "All at Northern Bear join me in thanking David for his contribution to the Company and we wish him well in his future endeavours". "I am now confident that we have both the right management and advisory team in place to build upon the solid foundations we have laid to date. Over the past 18 months we have continued to drive further costs out of the business and we are now well positioned to deliver increasing returns for our shareholders." 17 December 2009 HIGHLIGHTS
* Operating profit before share based payments, finance costs and exceptional items. Graham Forrest, CEO commented: "The period under review was probably the worst experienced in recent memory and it is hardly surprising that we saw a decrease in both revenue and profitability. We acted very quickly to substantially reduce overheads across all of our activities and, since the period end, we have seen a marked improvement in trading. "Our newly revised and improved banking terms have now been agreed and, with the implementation of new controls and financial systems, we are experiencing a substantial improvement in our working capital. I am proud of the defensive qualities demonstrated by the Group during this period, and I and the Board look forward to the future with cautious optimism." CHAIRMAN'S STATEMENT Introduction I am pleased to announce the unaudited interim results for the Group for the six months ended 30 September 2009. The trading environment in which the Group operates has been very challenging over this period. It is testament to the robustness of the Group's business model, the quality and diversity of our trading businesses and the depth of experience in our management team that we have been able to weather the storm and remain profitable in such conditions. All of our companies have successfully operated through the last severe recession in the early 1990's and this experience of managing through an economic downturn has been invaluable in meeting the challenges we currently face, as well as preparing for future economic recovery. Group revenue in the period was £17.4 million (2008: £23.4 million), a fall of 26 per cent. The Group achieved an operating profit (before share based payments, finance costs and exceptional items) of £1.0 million (2008: £2.6 million) and a profit before tax (before exceptional items) of £0.7 million (2008: £2.1 million). Basic earnings per share were 2.3p (2008: 8.1p) and diluted earnings per share were 2.3p (2008: 7.8p) Board Changes On 13 October 2009, it was announced that David Jay had stepped down as Finance Director but was to remain on the Board as a Non-Executive Director. David was replaced as Finance Director by Steve Roberts. Steve was previously a Non-Executive Director of the Company (and was the Finance Director at the time that Northern Bear's shares were admitted to trading on AIM). We are delighted that Steve has agreed to take this position, and we feel that his appointment injects new thinking to the Company at Board level, whilst ensuring continuity. Business Review Trading The trading environment during the six months to 30 September 2009 was extremely challenging. On 13 October 2009, we published a trading update with details of a number of new contracts awarded. I am delighted to be able to confirm that this improvement in activity has continued. We do continue, however, to experience margin pressure, with the gross margin across the Group falling to 26.6 per cent, compared to 28.1 per cent in the second half of the previous financial year. The effects of this margin pressure have been mitigated by the actions taken to reduce overheads, which are some 20 per cent lower than in the first six months of the previous financial year. Such actions were taken at an early stage in the current recession and included a Group-wide pay freeze, reductions in non-direct head count, a substantial reduction in marketing costs, the renegotiation of supplier rebates and professional fees, and a reduction in Directors' remuneration. Cash Flows Whilst the net debt position of the Group in the six months to September 2009 increased by £1.3 million, there has been a significant reduction in the two months since the period end. This is partly due to expected working capital movements, but has also been influenced by the stronger trading over the late summer and autumn months, which has now converted into cash. Added to this, the recently awarded contracts in the public sector have been negotiated on better payment terms than can ordinarily be achieved in the private sector. In addition, our working capital management has been strengthened by new systems and controls initiated by Steve Roberts and his team. Strong working capital management remains a cornerstone of our business. Banking Terms On 29 September 2009, we confirmed that discussions with the Group's bankers, to renegotiate the banking terms in existence at that time, were ongoing. On 16 December 2009, we announced that those discussions had been successfully concluded. This confirmation of continued support from our bank is tremendous news and confirms the resilient nature of our business model. The agreement of new terms provides us with a solid financial foundation in these uncertain times. Acquisitions Acquisitions remain a key element of our growth strategy. We continue to look for quality businesses, which have strong management teams and sustainable earnings. While it is now twenty months since our last acquisition, we are hopeful that we will be able to complete an acquisition in the coming months. Margins across our sector continue to be tight. Uncertainties relating to levels of future Government expenditure will, the Directors believe, result in depressed valuations being applied to businesses with exposure in these markets. Nevertheless, extreme caution will continue to be exercised by us in our acquisition process, and we will ensure that any businesses that the Group acquires exhibit the necessary qualities required to maintain future levels of profitability. As previously stated, it is our intention to fund any future acquisitions from a combination of new equity and vendor equity, without reliance on bank funding. Furthermore, we would look to structure the consideration with a performance related element in order to ensure that we protect the Group from any shortfall in future profitability. Dividend While the recent upturn in trading conditions has been encouraging, the Directors consider they must continue to be prudent in the current financial climate. The Directors have therefore decided that there will be no interim dividend paid. The Directors will however, review the level of future dividends in the light of the prevailing economic conditions and the performance of the business, with the intention of returning to the payment of dividends as soon as possible. Outlook The successful agreement and completion of new banking terms has provided us with a firm financial foundation allowing us to view the future with more confidence than at any time over the past eighteen months. While the economic environment continues to be challenging, we have experienced a significant increase in activity in recent months and are cautiously optimistic that this upturn is sustainable. Those of our businesses which operate in the new house build sector have shown an increase of 20 per cent in activity over the past three months, compared to the corresponding period last year. The order book is currently strong, which in spite of continued margin pressure, allows us to enter the New Year with cautious optimism. Our businesses have proved their strengths and defensive qualities in the challenging environment of the past eighteen months. I am confident that they will benefit from any further upturn in activity in the future. Employees I continue to be proud of, and impressed with, the resilience and loyalty of all of our employees during these difficult times, which have been the most challenging in recent memory. The positive approach of our staff has helped the Group's position and will continue to be the mainstay of the Group in the future. The Interim Financial Report will be sent to shareholders in due course. Howard Gold Follow this link to download the interim results. 16 December 2009 The Board of Northern Bear ('the Board') is delighted to announce that it has concluded negotiations, as detailed in the announcement of 29 September 2009, to agree revised banking terms with Yorkshire Bank PLC ("Yorkshire Bank"). Steve Roberts, Group FD commented: "I am delighted with the agreement that we have reached with Yorkshire Bank, which confirms their long term support for the Group. Yorkshire Bank has been a great supporter of our business over the past two years and we look forward to a continued long and fruitful relationship. This new agreement provides us with a solid financial foundation in these uncertain times." 29 October 2009 The board of directors of Northern Bear (the "Board") announces that all the resolutions put to the shareholders of the Company at the annual general meeting held today were duly passed. Additionally, the Board are pleased to announce the appointment of Mr Tom Hayes as Company Secretary to the Company. 13 October 2009 The board of directors of Northern Bear (the "Board") is pleased to announce a trading update ahead of the publication of the interim results for the six months ended 30 September 2009. TRADING UPDATE Northern Bear has secured a number of new contract wins towards the end of the first half of the current financial year. Jennings Roofing ("Jennings") has been awarded a contract worth in excess of £2.00 million for reroofing and associated works, by a significant housing association, based in the north west of England. These works are currently scheduled to be completed by 31 March 2010 and Jennings is hopeful of securing further opportunities with the same client in the future. Jennings currently has committed orders for the period to March 2010 of approximately £4.50 million, which represents its strongest contract pipeline for two years. Springs Roofing Limited has been awarded a contract valued at £1.00 million in respect of reroofing and associated works via a consortium of social housing providers, with housing stock in the north east of England. This work is scheduled to be completed by 31 March 2010. MGM Limited has secured contracts valued at approximately £2.25 million, with work to commence within the next four weeks. The work includes fabric repair to 700 homes owned by a significant social housing provider based in the north east of England. Hastie D Burton Limited has secured contracts valued at circa. £0.85 million, with work to commence immediately. The new contracts described above, totalling in excess of £6.00 million, will contribute significantly to revenues and profitability during the second half of the financial year and the Directors therefore expect that results for the year to 31 March 2010 will be weighted accordingly. As disclosed in the announcement on 29 September 2009, trading in the first half of the year has been very challenging. During this period, following a particularly difficult first quarter, there has been a significant improvement in activity since the beginning of July. Whilst it is not possible to assess the outcome for the full year with any certainty, the above contract wins, together with the results for the second quarter, allow the Directors to view the future with increased confidence. Following the announcement made by the Company on 29 September 2009, in which Northern Bear reported ongoing discussions with its bankers in respect of certain of its banking facilities and covenants, the Company wishes to announce that these discussions are still ongoing, and that the Company will provide further updates in due course. DIRECTORATE CHANGE David Jay has agreed to step down as Finance Director of the Company but will remain on the Board as a Non-Executive Director. David has been replaced by Steve Roberts, currently a Non-Executive Director of Northern Bear. Steve was the Finance Director of the Company at the time of flotation and as such has a thorough understanding of its businesses, and the important issues that the Company faces. Graham Forrest, Chief Executive of the Company, said, "Like many businesses in the UK and Europe, Northern Bear has experienced challenging trading conditions as a result of the depressed economic climate. However, we have a robust and proven business model and a very experienced management team, further strengthened by Steve Roberts' move to Finance Director, and we are confident that as the economy improves, we are well positioned to capitalise on increased trading activity. Further evidence of our ability to win significant business can be found in the contract wins described above. I am confident that Northern Bear is well positioned to benefit from any improvements in the economic climate". 29 September 2009 Subsequent to the announcement of preliminary unaudited results on 25 June 2009, the board of directors (the "Board") announces that the annual report and audited accounts for the year ended 31 March 2009 have today been posted to shareholders and will shortly be available from the Company's website, www.northern-bear.com. Whilst the financial results remain unaltered following the completion of the audit, the Board would draw attention to the emphasis of matter raised by the Company's auditors, KPMG Audit plc (the "Auditors"), in relation to going concern. The Auditors draw attention to the fact that, inter alia, the Company is in discussion with its bankers in respect of certain of its banking facilities and covenants in order to ensure the availability of sufficient and appropriate funding during the course of the next 12 months and that it continues to operate within available facilities. The bank has confirmed that it remains supportive of the Company and the Group and is not aware, based on information currently available, of any reason why those discussions should not be concluded satisfactorily in the near future. As a result, the Board remains confident that the Company and Group will continue to have adequate bank finance available to it in the future, not only to ensure adequate working capital but also to ensure that the Group can continue to take advantage of opportunities as they arise. Furthermore the Board notes that in the first 5 months of the current financial year, whilst the Group remains profitable, the trading environment in which it operates continues to be very challenging. The Board remains confident that the Group has a resilient business model which continues to generate a strong performance, even in the current economic climate. The Board expects to make a further announcement in due course. 18 September 2009 The Board of Northern Bear is pleased to announce the appointment of Rivington Street Corporate Finance as sole broker to the Company with immediate effect. 2 July 2009 Northern Bear received notification on 2 July 2009 that, on 1 July 2009, Graham Forrest, Chief Executive of the Company, disposed of 300,000 ordinary shares in the Company ("Ordinary Shares") to a third party at a price of 50 pence per Ordinary Share. Mr Forrest is now interested in 1,983,492 Ordinary Shares representing 10.46 per cent of the issued ordinary share capital of the Company. Northern Bear, a growing portfolio of Northern based building services businesses, is pleased to announce its unaudited preliminary results for the year ended 31 March 2009 Highlights
Howard Gold, Chairman of Northern Bear commented: I am delighted to announce that Northern Bear has delivered another year of earnings growth despite the current unprecedented economic conditions. Follow this link to download the unaudited preliminary results.
For previous regulatory announcements please follow this link to our archive page
|