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
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