TIDMHSP

RNS Number : 6976I

Hargreaves Services PLC

09 August 2023

Hargreaves Services plc

("Hargreaves", the "Company", or the "Group")

Results for the year ended 31 May 2023

Hargreaves Services plc (AIM: HSP), a diversified group delivering services to the industrial and property sectors, announces its results for the year ended 31 May 2023.

Renewable energy land asset valuation and realisation plan

The Group has had its portfolio of renewable energy land assets, comprising three wind farm leases, six access agreements and two solar farm leases, valued by Jones Lang LaSalle Limited at 30 June 2023. This valuation placed an expected Market Value at Commissioning of Development*** of between GBP27.2m and GBP28.9m. These assets exclude the Westfield site where an Energy from Waste plant is being constructed by a third party. These renewable energy land assets are held at cost in the Balance Sheet at GBP6.6m. It is the Board's intention to realise the value within these renewable energy land assets over the next five years and repatriate proceeds to shareholders.

Financial results

The Group has maintained its momentum, with the continued expansion of a robust recurring revenue base in Services delivering both revenues marginally ahead and underlying profit before tax above market expectations and providing a strong foundation for future growth.

KEY FINANCIAL RESULTS

 
 Year ended 31 May                                         2023                  2022 
 Revenue                                              GBP211.5m             GBP177.9m 
 Underlying Profit Before Tax ("UPBT")**               GBP27.3m             GBP30.4m* 
 Profit from joint ventures (net of tax)               GBP16.3m             GBP25.9m* 
 Share of Profit Before Tax from continuing            GBP27.2m             GBP32.2m* 
  operations 
 EBITDA**                                              GBP21.8m              GBP13.6m 
 Basic underlying EPS from continuing operations**        86.3p                96.1p* 
 Proposed Final Dividend                                   6.0p    +7.1%         5.6p 
 Proposed Additional Dividend from HRMS                   12.0p                 12.0p 
  Cash and cash equivalents                            GBP21.9m              GBP13.8m 
 Net Assets                                           GBP201.0m   +11.8%   GBP179.8m* 
 Net Assets per Share**                                    618p                 553p* 
 

HIGHLIGHTS

   --    Revenue increased 18.9% to GBP211.5m (2022: GBP177.9m) due to organic growth in Services 

-- UPBT above expectations at GBP27.3m (2022: GBP30.4m), decrease due to expected reduction in profitability in German Joint Venture, HRMS, offset by growth in both Services and Hargreaves Land

   --    Services UPBT increased 61.8% to GBP12.3m (2022: GBP7.6m) 
   --    Hargreaves Land UPBT increased 85.7% to GBP3.9m (2022: GBP2.1m) 

-- Services business has over ten new term and framework contracts, taking total to over 60 providing visibility of 70% of next year's expected revenue

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

** The basis of Underlying profit before tax, EBITDA, Net Assets per Share and basic underlying EPS is set out in Note 8. The calculation of Net Assets per Share includes the renewable energy land assets at cost.

*** M arket Value at COD - represents the price at which the portfolio would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

Commenting on the preliminary results, Acting Group Chair Nigel Halkes said: "The Group has maintained its strong momentum built over the last few years and continues to demonstrate its resilience in the current challenging economic environment. The growth of a robust recurring revenue base in Services is particularly pleasing and has provided the bedrock of performance for the Group. The outlook for the Group's operations for the coming year and beyond is strong with over 60 term and framework contracts and 70% of revenue for the year already secured. The Group remains focused on its strategy to create, deliver and realise value for shareholders, and I look forward to executing on our value realisation plans in our renewable energy land asset portfolio in the medium term."

Analyst briefing

A briefing open to analysts will take place on Wednesday 9 August 2023 at 9.30 am. To register and for more details please contact Walbrook PR on hargreavesservices@walbrookpr.com .

Investor presentation

Gordon Banham, Group Chief Executive, David Anderson, Group Property Director and Stephen Craigen, Group Financial Controller and Group Finance Director, will provide a live presentation on the Company's preliminary results via the Investor Meet Company platform on 9 August 2023 at 4.30 pm BST.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9 am the day before the meeting or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free here .

For further details:

 
 Hargreaves Services                                                          www.hsgplc.co.uk 
  Gordon Banham, Chief Executive                                            Tel: 0191 373 4485 
  Stephen Craigen, Group Finance Director 
 Walbrook PR (Financial PR &           Tel: 020 7933 8780 or hargreavesservices@walbrookpr.com 
  IR)                                                     Mob: 07980 541 893 / 07584 391 303 / 
  Paul McManus / Lianne Applegarth                                               07747 515 393 
  / 
  Louis Ashe-Jepson 
 Singer Capital Markets (Nomad and Corporate                                Tel: 020 7496 3000 
  Broker) 
  Sandy Fraser / Justin McKeegan 
 
 

About Hargreaves Services plc ( www.hsgplc.co.uk )

Hargreaves Services plc is a diversified group delivering services to the industrial and property sectors, supporting key industries within the UK and South East Asia. The Company's three business segments are Services, Hargreaves Land and an investment in a German joint venture, Hargreaves Raw Materials Services GmbH (HRMS). Services provides critical support to many core industries including Energy, Environmental, UK Infrastructure and certain manufacturing industries through the provision of materials handling, mechanical and electrical contracting services, logistics and major earthworks. Hargreaves Land is focused on the sustainable development of brownfield sites for both residential and commercial purposes. HRMS trades in specialist commodity markets and owns DK Recycling, a specialist recycler of steel waste material. Hargreaves is headquartered in County Durham and has operational centres across the UK, as well as in Hong Kong and a joint venture in Duisburg, Germany.

Chair's Statement

Nigel Halkes, Acting Group Chair

Strategic Focus

The Group has remained focused on its strategy to create, deliver and realise value for shareholders. Over recent years progress has been made on the creation of value opportunities, notably the winning of new Services contracts and by identifying opportunities for renewable energy assets on some of our land which has limited alternative development potential. Additionally, the Group has delivered high quality trading results highlighted by solid organic growth within Services. On 25 July 2023, I announced that the Board has identified opportunities for value realisation, as set out below:

Renewable Energy Land Asset Valuation and Realisation Plan

A key focus over the last few years has been the identification of several thousand acres of the Group's land which is now under lease to third parties for the construction of wind farms as well as other renewable energy assets and the granting of access to third party wind farm projects. Collectively, these have the potential to generate over 700MW of clean electricity. The Group has rights to receive index linked ground rents from these assets, most of which are linked to the underlying price of the electricity they generate.

The first wind farm on our land became operational earlier this year at Dalquhandy. Similar land assets within the renewable land portfolio have increasing index linked rental income coming on stream over the next few years resulting in a growing and meaningful annual return to the Group. Most of these renewable energy land assets have planning permission and approved dates for grid connections, significantly de-risking the projected income profile.

We have recently commissioned the first independent valuation of these renewable energy land assets by Jones Lang LaSalle Limited ("JLL"). This review has placed a Market Value Today*** in the range of between GBP21.6m and GBP23.1m on these assets as at 30 June 2023 with a Market Value at Commissioning of Development ("COD")*** expectation in the range of GBP27.2m to GBP28.9m for when the assets commence generation, which is at various points over the period to January 2027. The board intends to commission this valuation on an annual basis. These investment property assets are held on the Balance Sheet at an historic cost of GBP6.6m, resulting in a substantial gain to be realised. These assets exclude the Westfield site where an Energy from Waste ("EfW") plant is being constructed by a third party.

It is the intention of the Board to realise the value of these renewable energy land assets over the next five years in an orderly manner and to repatriate proceeds to shareholders. This is a clear demonstration of the Group's strategy to create, deliver and then realise value for shareholders and I am pleased that this particular initiative is now moving into the realisation phase.

Pension Schemes

The Group currently pays GBP1.9m per annum in deficit reduction contributions relating to two legacy defined benefit pension schemes. Recent movements in gilt yields and the underlying performance of scheme assets have substantially narrowed the gap between scheme assets and liabilities. The Board estimates that a figure in the region of GBP15m would be sufficient to buy out these schemes and transfer the liabilities to an appropriate insurer. I can confirm that the Group has now instructed the Trustees of the schemes to progress towards a full buy out of the liability, subject to obtaining satisfactory terms from the insurance market. This may take up to 18 months to complete. The Board expects this will be funded from existing cash resources.

Financial Results

I am pleased to report another strong set of results for the Group. Underlying Profit before Tax ("UPBT")** was GBP27.3m (2022: GBP30.4m*), GBP3.1m lower than the prior year due to the expected and previously announced reduction in profitability from the Group's investment in the German joint venture, Hargreaves Raw Material Services GmbH ("HRMS") due to the anticipated reduction in commodity prices from elevated levels recorded in the previous year.

Whilst the contribution from HRMS has fallen from GBP25.0m to GBP15.5m*, a reduction of GBP9.5m, both the Services business and Hargreaves Land have seen substantial growth in profits to mitigate the softening commodity markets which have impacted the German business.

Group EBITDA** grew by 60.3% to GBP21.8m (2022: GBP13.6m), driven by improved performance within Services. Profit before Tax from Continuing Operations was GBP27.2m (2022: GBP32.2m*). Basic underlying earnings per share from continuing operations** was 86.3p (2022: 96.1p*). Basic earnings per share was 85.9p (2022: 106.6p*).

Cash and leasing debt

On 31 May 2023 the Group held cash in the bank of GBP21.9m (2022: GBP13.8m). The increase in cash compared with the prior year is predominantly due to the repayment of a GBP15m loan from HRMS, which was advanced in the prior year to allow the Joint Venture to maximise profits from the temporary boom in commodity prices.

The Group's debt relates solely to leasing arrangements for the acquisition of fixed assets. At the year end the balance of the debt was GBP36.4m (2022: GBP18.4m). The increase relates to the investment in plant and machinery required to undertake the earthmoving works on the HS2 contract.

Dividend

In April 2023, the Group paid an interim dividend of 3.0p, which was an increase of 7.1% on the prior year. The Group has continued to trade well throughout the second half of the year and the Board is proposing a final dividend of 6.0p (2022: 5.6p) taking the full year underlying dividend to 9.0p (2022: 8.4p) which represents an increase of 7.1%.

In addition to the final dividend of 6.0p, the Board is also proposing an additional dividend of 12.0p per share (2022: 12.0p) relating to cash to be repatriated from HRMS. This, combined with the full year underlying dividend of 9.0p, takes the total dividend to 21.0p (2022: 20.4p), an overall increase of 2.9%.

If approved at the Annual General Meeting, the final dividend of 6.0p and the additional dividend of 12.0p will be paid on 30 October 2023 to all shareholders on the register at the close of business on 22 September 2023. The shares will become ex-dividend on 21 September 2023.

Board changes

As previously announced, Roger McDowell has taken a temporary sabbatical for personal reasons from the beginning of June 2023 and I have assumed his responsibility as Chair until his return, which is anticipated to be in September 2023. Also as reported previously, John Samuel has informed the Board of his intention to step down as Group Finance Director to pursue other opportunities. He will be succeeded as Group Finance Director by Stephen Craigen (39), Group Financial Controller, with effect from 9 August 2023, the date on which John will leave the Board. Stephen joined the Board on 1 August 2023. David Hankin, a qualified solicitor and in house Legal Counsel, will be appointed Company Secretary on 9 August 2023.

Outlook

The Group has maintained the momentum it has built over the last few years and has demonstrated its resilience, particularly within the Services operations, in the face of a challenging economic environment. The Balance Sheet remains free from bank debt and third party security and continues to provide a strong and stable platform for growth.

The outlook for the Group's trading activities for the coming year and beyond is strong with 70% of expected revenue for the year in the Services business already secured and with Hargreaves Land having exchanged unconditional contracts for a large plot at Blindwells which is scheduled to complete in January 2024.

Furthermore, the realisation plans for certain renewable energy land assets has the potential to deliver substantial incremental value for shareholders over the next few years.

Nigel Halkes

Acting Chair

8 August 2023

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

** The basis of Underlying profit before tax, EBITDA and basic underlying EPS is set out in Note 8.

*** Valuation definitions

Market Value Today - Market Value Today takes the Market Value at COD and applies an appropriate reduction to reflect the inherent risk of delivery that would likely arise between a willing buyer and a willing seller based on the circumstances as they were at 30 June 2023.

Market Value at COD - represents the price at which the portfolio would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the relevant facts.

Group Business Review

Gordon Banham, Group Chief Executive

CHIEF EXECUTIVE'S REVIEW

 
 GBP'm                              Services   Hargreaves   HRMS   Unallocated   Total 
                                                     Land 
 Revenue (2023)                        200.9         10.6      -             -   211.5 
                                   ---------  -----------  -----  ------------  ------ 
 Revenue (2022)                        162.8         15.1      -             -   177.9 
                                   ---------  -----------  -----  ------------  ------ 
 
 Underlying Profit/(Loss) 
  before Tax** (2023)                   12.3          3.9   15.5         (4.4)    27.3 
                                   ---------  -----------  -----  ------------  ------ 
 Underlying Profit/(loss) 
  before Tax* (2022)                     7.6          2.1   25.0         (4.3)    30.4 
                                   ---------  -----------  -----  ------------  ------ 
 
 Profit/(loss) before 
  tax from continuing operations 
  (2023)                                12.2          3.9   15.5         (4.4)    27.2 
                                   ---------  -----------  -----  ------------  ------ 
 Profit before tax from 
  continuing operations 
  *(2022)                                9.4          2.1   25.0         (4.3)    32.2 
                                   ---------  -----------  -----  ------------  ------ 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7

** The basis of Underlying profit before tax and basic underlying EPS is set out in Note 8 .

Services

The Services business delivered a 23.4% increase in revenue to GBP200.9m (2022: GBP162.8m), due in the most part to the increase in activity on the HS2 contract which accounted for GBP20.5m of the increase. The remaining increase has come from mechanical and electrical engineering project works, which is an area of the business which has performed particularly well in the year, and from growth in industrial services in Hong Kong.

The business unit recorded an underlying profit before tax of GBP12.3m (2022: GBP7.6m), an increase of over 60% on the prior year. This included a non-recurring profit of GBP3.2m from the disposal of certain plant and equipment. The remaining growth of GBP1.5m represents an underlying improvement of 19.7% year on year.

HS2

The year ended 31 May 2023 represented the first full year of operations on HS2, which commenced in the second half of the previous financial year. Revenue from activities on HS2 was GBP54.1m in the year (2022: GBP33.6m), which represents 26.9% (2022: 20.6%) of the total Services revenue.

The Group is contracted to the EKFB Joint Venture to carry out the major earthworks on the C2/3 sections of HS2, predominantly in Buckinghamshire. I am pleased to report that the contract has performed very well in the year, with all required plant and machinery now acquired and on site and at peak operations over 400 workers were at the location. In addition to earthmoving, the Group has supplied EKFB with a 650m, five section conveyor to facilitate the removal of surplus material in a highly efficient way and contributing to a substantial reduction in carbon emissions.

Continued contract success

A key aspect of the Services business unit is its resilience and stability, which is derived from its strong contract base with high quality customers. During the last financial year we have seen more success in this area as the Services business has signed more than ten term and framework contracts. These contract wins have taken the total number of term and framework contracts within the Services business to over 60, which provides an excellent underpin for the Group. These contracts secure approximately 70% of expected revenue for the year ending 31 May 2024. Additionally, t he Services business has excellent growth opportunities in a number of major infrastructure projects, including Lower Thames Crossing and Sizewell C, alongside further mechanical engineering works for industrial clients.

Additionally, the Services business has good resilience to the current inflationary pressures. Most term contracts include a form of price escalation, particularly in relation to fuel increases for our logistics operations. The main HS2 contract is a target cost reimbursable fee arrangement so that increases in defined costs are recovered. With inflation in the UK rising rapidly and persisting over the past 12 months, the business has seen the benefit of these clauses in mitigating the impact of such risks.

The Group continues to monitor the situation at Tungsten West plc ("TW") regarding the tungsten mine in Devon. As previously reported, Hargreaves has a strong contractual position with TW which would provide the potential for substantial growth should TW be successful in raising sufficient funds to commence mining activities. The recent announcement by TW regarding their raising of funds ensured the receipt of the annual GBP1m fee, which was paid as due in June 2023. The future of the project remains dependent on TW raising substantial additional monies. The Group remains in close contact with TW.

Hargreaves Land

Hargreaves Land recorded revenue of GBP10.6m (2022: GBP15.1m) and a Profit before Tax of GBP3.9m (2022: GBP2.1m) for the year. This represents an increase of 86% over the prior year, which is reflective of the business converting several development opportunities in the year. Despite this increase in profitability, the result is somewhat lower than the Board was anticipating earlier in the year as uncertainty over the housing market resulted in certain sales being delayed into the new financial year.

Our flagship project at Blindwells has been the most impacted by these delays, however, I am pleased to announce that we have exchanged unconditional contracts for the sale of a 20 acre plot to Avant Homes (Scotland) Limited for consideration of GBP18.5m. The sale is scheduled to complete in January 2024 with payments structured into four equal instalments over a three year period, with the first payable on completion.

The Board considers the delays experienced in the year to be reflective of the wider slowdown in the housebuilding market and therefore will only represent a timing delay on the project. The Board remains confident that the overall profitability of the scheme is not materially affected. The site remains a long term, regular profit stream for Hargreaves Land, with Phase 1 which is expected to be completed by 2032. Once Phase 1 is completed, there is a second Phase for which outline planning for a further 1,400 homes on land owned by the Group is currently being progressed.

Progress has continued at Unity in Yorkshire, with construction on one of the major logistics units, which was announced last year, progressing well. The Unity Joint Venture remains independently funded without recourse to Hargreaves.

Pipeline

A key strength of the Hargreaves Land business is the size and quality of its pipeline of development opportunities with significant progress having been made during the last twelve months. In the year ended 31 May 2023 Hargreaves Land exchanged contracts on schemes with a combined Gross Development Value ("GDV") of over GBP190m, which is anticipated to deliver returns in excess of 15%.

These opportunities are spread across the residential, commercial and logistics sectors, which ensures that the business does not become over reliant on any particular industry segment. Additionally, these arrangements form part of the capital light model that the business is adopting for future schemes, removing the need for material investment into assets to be held for long periods.

 
 Pipeline Summary                   Number of   Residential   Square Footage   Estimated 
                                      sites        plots       (Commercial)       GDV 
 Residential (planning 
  allocated)                            6          5,700           n/a          GBP200m 
                                   ----------  ------------  ---------------  ---------- 
 Residential (planning 
  promotion)                            7          2,850           n/a          GBP120m 
                                   ----------  ------------  ---------------  ---------- 
 Commercial (planning allocated)        6           n/a         5,700,000       GBP620m 
                                   ----------  ------------  ---------------  ---------- 
 

Renewables Energy Land Assets

The Group continues to act as a landlord for several wind farm and other renewable energy assets, which could generate over 700MW of clean electricity. The first wind farm on our land became operational earlier this year at Dalquhandy. The remaining similar land assets have increasing rental income streams which are due to come on board over the next few years. These renewable energy land assets have planning permission and approved dates for grid connections, significantly de-risking the projected income profile.

The renewable energy land portfolio continues to be an area of great focus for the Board. We have seen the first independent valuation of the portfolio undertaken in the year by JLL, which has provided a Market Value at COD of over GBP27m for all existing renewable energy schemes, excluding the Westfield site, where a third party is constructing an EfW plant. The Board is committed to ensuring that the value created within the Group is optimised, realised and then repatriated to shareholders over the coming years.

In addition to the renewable energy land assets which are well progressed, the Group continues to look at longer term opportunities for renewable energy projects on its land. There are a further nine schemes under discussion which could generate over 800MW of energy. These schemes are medium term growth opportunities.

HRMS

The Group's share of post-tax profits from HRMS was GBP15.5m (2022: GBP25.0m*) which is a reduction of 38%. The corresponding contribution for the year ended 31 May 2021 was GBP13.6m, which demonstrates that the Joint Venture has made the most of the high commodity prices observed throughout late 2021 and 2022 and that the market has returned to more normal levels. Despite this reduction, the comparison with two years ago is more relevant as market conditions then were more comparable to today.

The trading business has seen a 38% reduction in total traded volume from 1,637kt to 1,020kt in the current year coupled with a reduction in commodity prices. This softening of commodity prices and reduction in volumes has meant a reduction in the level of working capital that HRMS requires. As such HRMS has been able to repay the GBP15m short term working capital loan that the Group provided in the previous financial year. At present there is no further requirement for funding to be provided by the Group to HRMS. The Board expects further cash repatriation from HRMS as inventory levels reduce in the trading business.

The Carbon Pulverisation Plant ("CPP") continues to breakeven as it has done since it was completed. It remains fully operational but is not expected to move into profitability until year ending 31 May 2025 at the earliest as it is impacted by the economic uncertainties within the German economy which have delayed the expected transition away from brown lignite coal.

In DK Recycling und Roheisen GmbH ("DK"), zinc, which is an important output, has fallen from peaks of over $4,500 per tonne in April 2022 to around $2,400 today, reducing profitability.

Summary

Hargreaves has continued to trade well despite challenging economic conditions both in the UK and Europe. The business has a strong balance sheet, from which we remain focused on unlocking and realising value for shareholders and I look to the future with optimism.

Gordon Banham

Group Chief Executive

8 August 2023

Consolidated Statement of Profit and Loss

and Other Comprehensive Income

for the year ended 31 May 2023

 
                                                                            Restated 
                                                                                   * 
                                                                     2023       2022 
Continuing operations                                     Note     GBP000     GBP000 
--------------------------------------------------------  ----  ---------  --------- 
Revenue                                                      2    211,459    177,908 
Cost of sales                                                   (172,402)  (148,458) 
--------------------------------------------------------  ----  ---------  --------- 
 
Gross profit                                                       39,057     29,450 
Other operating income                                              4,918      1,298 
Administrative expenses                                          (32,178)   (24,520) 
--------------------------------------------------------  ----  ---------  --------- 
 
Operating profit                                                   11,797      6,228 
 
  Analysed as: 
  Operating profit (before exceptional items and 
   amortisation charges)                                           11,972      4,474 
 
  Exceptional items                                          3          -      1,754 
  Amortisation of intangible assets                                 (175)          - 
--------------------------------------------------------  ----  ---------  --------- 
 
  Operating profit                                                 11,797      6,228 
--------------------------------------------------------  ----  ---------  --------- 
 
Finance income                                                      1,612        823 
Finance expense                                                   (2,565)      (770) 
 
Share of profit in joint ventures (net of tax)*                    16,311     25,879 
--------------------------------------------------------  ----  ---------  --------- 
 
Profit before tax*                                                 27,155     32,160 
Taxation                                                     4        771        347 
--------------------------------------------------------  ----  ---------  --------- 
 
Profit for the year from continuing operations*                    27,926     32,507 
 
 
 
Profit for the year from discontinued operations             5          -      2,000 
--------------------------------------------------------  ----  ---------  --------- 
 
Profit for the year*                                               27,926     34,507 
--------------------------------------------------------  ----  ---------  --------- 
 
 
  Other comprehensive income/(expense) 
Items that will not be reclassified to profit 
 or loss 
(Loss)/gain in defined benefit pension schemes                    (4,645)      5,955 
Tax recognised on items that will not be reclassified 
 to profit or loss                                                  1,161    (1,488) 
Items that are or may be reclassified subsequently 
 to profit or loss 
Foreign exchange translation differences                            1,130        313 
Effective portion of changes in fair value of 
 cash flow hedges                                                       -         41 
Tax recognised on items that are or may be reclassified 
 subsequently to profit or loss                                         -        (8) 
Share of other comprehensive income of joint 
 ventures, (net of tax)                                             1,912      3,070 
--------------------------------------------------------  ----  ---------  --------- 
 
Other comprehensive (expense)/income for the 
 year, net of tax                                                   (442)      7,883 
--------------------------------------------------------  ----  ---------  --------- 
 
Total comprehensive income for the year*                           27,484     42,390 
--------------------------------------------------------  ----  ---------  --------- 
 
 
Profit/(loss) attributable to: 
Equity holders of the Company*                           27,915  34,719 
Non-controlling interest                                     11   (212) 
------------------------------------------------------   ------  ------ 
 
Profit for the year*                                     27,926  34,507 
------------------------------------------------------   ------  ------ 
 
Total comprehensive income/(expense) attributable 
 to: 
Equity holders of the Company*                           27,473  42,602 
Non-controlling interest                                     11   (212) 
------------------------------------------------------   ------  ------ 
 
Total comprehensive income for the year*                 27,484  42,390 
------------------------------------------------------   ------  ------ 
 
Basic earnings per share (pence)*                       6 85.85  106.63 
Diluted earnings per share (pence)*                     6 84.13  103.48 
Continuing basic earnings per share (pence)*            6 85.85  100.45 
Diluted continuing basic earnings per share (pence)*    6 84.13   97.48 
 
Non-GAAP Measures 
------------------------------------------------------   ------  ------ 
Basic underlying earnings per share from continuing 
 operations (pence)*                                    6 86.28   96.06 
Diluted underlying earnings per share from continuing 
 operations (pence)*                                    6 84.55   93.22 
------------------------------------------------------   ------  ------ 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7. Earnings per share for the prior year have also been restated. Please refer to Note 6.

Group Balance Sheet

at 31 May 2023

 
                                                    Group 
-------------------------------------   ---------------------- 
 
                                                     Restated* 
                                             2023         2022 
                                           GBP000       GBP000 
-------------------------------------   ---------  ----------- 
Non-current assets 
Property, plant and equipment              10,861        9,938 
Right-of-use assets                        39,815       22,062 
Investment property                        14,074        8,298 
Intangible assets including goodwill        5,685        4,824 
Investments in joint ventures*             74,282       55,096 
Deferred tax assets                        14,753       11,063 
Trade receivables                               -        4,224 
Retirement benefit surplus                  8,474       10,382 
--------------------------------------  ---------  ----------- 
                                          167,944      125,887 
 -------------------------------------  ---------  ----------- 
 
Current assets 
Inventories                                39,302       30,476 
Trade and other receivables                71,609       88,574 
Contract assets                             5,114        6,752 
Cash and cash equivalents                  21,859       13,773 
--------------------------------------  ---------  ----------- 
                                          137,884      139,575 
 -------------------------------------  ---------  ----------- 
 
Total assets*                             305,828      265,462 
--------------------------------------  ---------  ----------- 
 
Non-current liabilities 
Other interest-bearing loans and 
 borrowings                              (20,839)     (11,045) 
Retirement benefit obligations            (2,902)      (2,703) 
Provisions                                (4,120)      (2,344) 
Deferred tax liabilities                  (3,417)      (1,920) 
                                         (31,278)     (18,012) 
 -------------------------------------  ---------  ----------- 
 
Current liabilities 
Other interest-bearing loans and 
 borrowings                              (15,511)      (7,326) 
Trade and other payables                 (47,427)     (50,727) 
Provisions                               (10,467)      (9,440) 
Income tax liability                        (154)        (108) 
                                         (73,559)     (67,601) 
 -------------------------------------  ---------  ----------- 
 
Total liabilities                       (104,837)     (85,613) 
--------------------------------------  ---------  ----------- 
 
Net assets*                               200,991      179,849 
--------------------------------------  ---------  ----------- 
 
 
Equity attributable to equity 
 holders of the Parent 
Share capital                      3,314    3,314 
Share premium                     73,972   73,972 
Other reserves                       211      211 
Translation reserve                (689)  (1,819) 
Merger reserve                     1,022    1,022 
Hedging reserve                      318      318 
Capital redemption reserve         1,530    1,530 
Share-based payment reserve        2,388    2,029 
Retained earnings*               119,136   99,494 
-------------------------------  -------  ------- 
                                 201,202  180,071 
 
Non-controlling interest           (211)    (222) 
-------------------------------  -------  ------- 
 
Total equity*                    200,991  179,849 
-------------------------------  -------  ------- 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7 .

:

Group Statement of Changes in Equity

for year ended 31 May 2023

 
                                                                                              Share-             Restated* 
                                                                           Capital             based  Restated*      Total                   Restated* 
                     Share    Share  Translation     Hedging     Other  redemption   Merger  payment   Retained     Parent  Non-controlling      Total 
                   capital  premium      reserve     reserve  reserves     reserve  reserve  reserve   earnings     equity         interest     equity 
Group               GBP000   GBP000       GBP000      GBP000    GBP000      GBP000   GBP000   GBP000     GBP000     GBP000           GBP000     GBP000 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
At 1 June 2021       3,314   73,955      (2,132)         285       211       1,530    1,022    1,680     63,475    143,340             (10)    143,330 
Total 
comprehensive 
income/(expense) 
for 
the year 
Profit/(loss) for 
 the year*               -        -            -           -         -           -        -        -     34,719     34,719            (212)     34,507 
Other 
 comprehensive 
 income                  -        -          313          33         -           -        -        -      7,537      7,883                -      7,883 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
Total 
 comprehensive 
 income/(expense) 
 for 
 the year*               -        -          313          33         -           -        -        -     42,256     42,602            (212)     42,390 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
Transactions with 
owners recorded 
directly 
in equity 
Issue of shares          -       17            -           -         -           -        -        -          -         17                -         17 
Equity-settled 
 share-based 
 payment 
 transactions            -        -            -           -         -           -        -      349          -        349                -        349 
Dividends paid           -        -            -           -         -           -        -        -    (6,237)    (6,237)                -    (6,237) 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
Total 
 contributions 
 by and 
 distributions 
 to owners               -       17            -           -         -           -        -      349    (6,237)    (5,871)                -    (5,871) 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
 
At 31 May 2022*      3,314   73,972      (1,819)         318       211       1,530    1,022    2,029     99,494    180,071            (222)    179,849 
-----------------  -------  -------  -----------  ----------  --------  ----------  -------  -------  ---------  ---------  ---------------  --------- 
 
 
At 1 June 2022*              3,314  73,972  (1,819)  318  211  1,530  1,022  2,029   99,494  180,071  (222)  179,849 
Total comprehensive 
 income/(expense) for 
 the year 
Profit for the year              -       -        -    -    -      -      -      -   27,915   27,915     11   27,926 
Other comprehensive 
 income/(expense)                -       -    1,130    -    -      -      -      -  (1,572)    (442)      -    (442) 
---------------------------  -----  ------  -------  ---  ---  -----  -----  -----  -------  -------  -----  ------- 
 
Total comprehensive 
 income for the year             -       -    1,130    -    -      -      -      -   26,343   27,473     11   27,484 
---------------------------  -----  ------  -------  ---  ---  -----  -----  -----  -------  -------  -----  ------- 
 
Transactions with 
 owners recorded directly 
 in equity 
Equity-settled share-based 
 payment transactions            -       -        -    -    -      -      -    359        -      359      -      359 
Dividends paid                   -       -        -    -    -      -      -      -  (6,701)  (6,701)      -  (6,701) 
---------------------------  -----  ------  -------  ---  ---  -----  -----  -----  -------  -------  -----  ------- 
Total contributions 
 by and distributions 
 to owners                       -       -        -    -    -      -      -    359  (6,701)  (6,342)      -  (6,342) 
---------------------------  -----  ------  -------  ---  ---  -----  -----  -----  -------  -------  -----  ------- 
 
At 31 May 2023               3,314  73,972    (689)  318  211  1,530  1,022  2,388  119,136  201,202  (211)  200,991 
---------------------------  -----  ------  -------  ---  ---  -----  -----  -----  -------  -------  -----  ------- 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7 .

Group Cash Flow Statement

for year ended 31 May 2023

 
                                                       Group 
-----------------------------------------   --------------------- 
 
                                                        Restated* 
                                                2023         2022 
                                              GBP000       GBP000 
-----------------------------------------   --------  ----------- 
Cash flows from operating activities 
Profit for the year from continuing 
 operations*                                  27,926       32,507 
Adjustments for: 
Depreciation and impairment of 
 property, plant and equipment 
 and right-of-use assets                      14,570        8,666 
Amortisation of goodwill and intangible 
 assets                                          175            - 
Net finance expense/(income)                     953         (53) 
Share of profit in joint ventures 
 (net of tax)*                              (16,311)     (25,879) 
Profit on sale of property, plant 
 and equipment, investment property 
 and right-of-use assets                     (4,718)      (1,298) 
Equity-settled share-based payment 
 expenses                                        359          349 
Income tax credit                              (771)        (347) 
Contributions to defined benefit 
 pension schemes                             (2,426)      (2,002) 
Translation of non-controlling 
 interest and investments                        482          202 
                                              20,239       12,145 
Change in inventories                        (8,827)      (3,308) 
Change in trade and other receivables         23,290     (19,256) 
Change in trade and other payables           (4,563)          903 
Change in provisions and employee 
 benefits                                      2,713        1,000 
------------------------------------------  --------  ----------- 
                                              32,852      (8,516) 
Interest received                              1,127           34 
Interest paid                                (2,192)            - 
Income tax paid                                (281)         (44) 
------------------------------------------  --------  ----------- 
 
Net cash inflow/(outflow) from 
 operating activities                         31,506      (8,526) 
------------------------------------------  --------  ----------- 
 
Cash flows from investing activities 
Proceeds from sale of property, 
 plant and equipment                           6,565          801 
Proceeds from sale of investment 
 property                                        266        1,407 
Proceeds from sale of right of 
 use assets                                       81           78 
Acquisition of property, plant 
 and equipment                               (3,442)      (1,479) 
Acquisition of investment property           (5,783)      (1,070) 
Acquisition of right of use assets              (85)        (163) 
Payment for acquisition of subsidiaries, 
 net of cash acquired                        (1,447)            - 
Dividends received from joint 
 ventures                                          -        3,917 
 
Net cash (outflow)/inflow from 
 investing activities in continuing 
 operations                                  (3,845)        3,491 
------------------------------------------  --------  ----------- 
Net cash inflow from investing 
 activities in discontinued operations             -        2,000 
------------------------------------------  --------  ----------- 
Net cash (outflow)/inflow from 
 investing activities                        (3,845)        5,491 
------------------------------------------  --------  ----------- 
 
 
  Cash flows from financing activities 
Principal elements of lease payments        (12,721)      (5,531) 
Dividends paid                               (6,701)      (6,237) 
Net cash outflow from financing 
 activities                                 (19,422)     (11,768) 
------------------------------------------  --------  ----------- 
 
Net increase/(decrease) in cash 
 and cash equivalents                          8,239     (14,803) 
Cash and cash equivalents at 1 
 June                                         13,773       28,303 
Effect of exchange rate fluctuations 
 on cash held                                  (153)          273 
------------------------------------------  --------  ----------- 
 
Cash and cash equivalents at 
 31 May                                       21,859       13,773 
------------------------------------------  --------  ----------- 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

Notes

1 Basis of preparation and status of financial information

The financial information set out above has been prepared and approved by the Directors in accordance with the recognition and measurement criteria of international accounting standards in conformity with the requirements of the Companies Act 2006.

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 May 2023 or 31 May 2022. Statutory accounts for 2022 have been delivered to the Registrar of Companies, and those for 2023 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor 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.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.

The Group has restated the 31 May 2022 Consolidated Statement of Profit and Loss and Other Comprehensive Income, Group Balance Sheet, Group Statement of Changes in Equity, and Group Cash Flow Statement following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

Going Concern

The Group's financing is not dependent on bank borrowings, however the group has access to a GBP12m invoice discounting facility, which is currently undrawn and will remain in place until 31 October 2024. Notwithstanding that, a rigorous review of cash flow forecasts including testing for a range of challenging downside sensitivities has been undertaken. Mitigating strategies to these sensitivities considered by the Board exclude any remedies which are not entirely within the Group's control. As a result, and after making appropriate enquiries including reviewing budgets and strategic plans, the Directors have a reasonable expectation that both the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Board continues to adopt the going concern basis in preparing the Annual Report and Accounts.

These results were approved by the Board of Directors on 8 August 2023.

2 Segmental Information

The following analysis by industry segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Board of Directors (the Chief Operating Decision Maker as defined by IFRS 8) to assess performance and make strategic decisions about allocation of resources.

The sectors distinguished as operating segments are Services, Hargreaves Land, Unallocated and HRMS.

-- Services: Provides materials handling, mechanical and electrical engineering, land restoration, logistics and bulk earthmoving into the energy, environmental, infrastructure and industrial sectors.

-- Hargreaves Land: The development and realisation of value from the land portfolio including rental income from investment properties and the share of profit of the Unity joint venture.

-- Unallocated: The corporate overhead contains the central functions that are not devolved to the individual business units.

-- Hargreaves Raw Materials Services ("HRMS"): The Group's share of its German joint venture, which includes Hargreaves Services Europe Limited, which is the parent company of HRMS and DK.

These segments are combinations of subsidiaries and joint ventures. They have separate management teams and provide different products and services. The four operating segments are also reportable segments.

The segment results, as reported to the Board of Directors, are calculated under the principles of IFRS. Performance is measured on the basis of underlying profit/(loss) before tax, which is reconciled to profit/(loss) before tax in the tables below:

 
                                                 Hargreaves 
                                       Services        Land  Unallocated      HRMS      Total 
                                           2023        2023         2023      2023       2023 
                                         GBP000      GBP000       GBP000    GBP000     GBP000 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Revenue 
Total revenue                           202,958      10,608            -         -    213,566 
Intra-segment revenue                   (2,107)           -            -         -    (2,107) 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Revenue from external customers         200,851      10,608            -         -    211,459 
-------------------------------------  --------  ----------  -----------  --------  --------- 
 
Operating profit/(loss) (before 
 exceptional items and amortisation)     14,326       3,011      (5,365)         -     11,972 
Share of profit in joint ventures 
 (net of tax)                                 -         841            -    15,470     16,311 
Net finance (expense)/income            (1,956)          44          959         -      (953) 
Amortisation charge                       (175)           -            -         -      (175) 
                                                 ----------  -----------  -------- 
Profit/(loss) before taxation 
 from continuing operations              12,195       3,896      (4,406)    15,470     27,155 
Taxation                                  (231)         629          373         -        771 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Profit/(loss) after taxation             11,964       4,525      (4,033)    15,470     27,926 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Depreciation charge                      14,295         110          165         -     14,570 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Capital expenditure                      33,690       6,083          235         -     40,008 
-------------------------------------  --------  ----------  -----------            --------- 
Net assets/(liabilities) 
Segment assets                           94,111      73,920       63,515         -    231,546 
Segment liabilities                    (85,028)     (6,623)     (13,186)         -  (104,837) 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Segment net assets                        9,083      67,297       50,329         -    126,709 
Joint ventures                                -       5,675            -    68,607     74,282 
-------------------------------------  --------  ----------  -----------  --------  --------- 
Total net assets                          9,083      72,972       50,329    68,607    200,991 
-------------------------------------  --------  ----------  -----------  --------  --------- 
 

Unallocated net assets of GBP50.3m include cash and cash equivalents of GBP21.9m, net deferred tax asset of GBP11.3m, amounts due from joint ventures of GBP11.2m, amounts due to joint ventures of GBP4.1m, a net pension asset of GBP5.6m and other corporate items (GBP4.4m asset).

 
                                               Hargreaves               Restated*  Restated* 
                                     Services        Land  Unallocated       HRMS      Total 
                                         2022        2022         2022       2022       2022 
                                       GBP000      GBP000       GBP000     GBP000     GBP000 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Revenue 
Total revenue                         163,800      15,100            -          -    178,900 
Intra-segment revenue                   (992)           -            -          -      (992) 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Revenue from external customers       162,808      15,100            -          -    177,908 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
 
Operating profit/(loss) (before 
 exceptional items)                     8,011       1,211      (4,748)          -      4,474 
Share of profit in joint ventures 
 (net of tax)*                              -         858            -     25,021     25,879 
Net finance (expense)/income            (468)          58          463          -         53 
Exceptional items                       1,754           -            -          -      1,754 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Profit/(loss) before taxation 
 from continuing operations*            9,297       2,127      (4,285)     25,021     32,160 
Taxation                                3,343     (3,546)          550          -        347 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Profit/(loss) after taxation*          12,640     (1,419)      (3,735)     25,021     32,507 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Depreciation and impairment charge    (8,344)       (100)        (222)          -    (8,666) 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Capital expenditure                  (13,507)     (1,165)        (154)          -   (14,826) 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Net assets/(liabilities) 
Segment assets                         79,155      62,505       68,706          -    210,366 
Segment liabilities                  (70,104)     (7,391)      (8,118)          -   (85,613) 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Segment net assets                      9,051      55,114       60,588          -    124,753 
Joint ventures*                             -       4,836            -     50,260     55,096 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
Total net assets*                       9,051      59,950       60,588     50,260    179,849 
-----------------------------------  --------  ----------  -----------  ---------  --------- 
 

Unallocated net assets of GBP60.6m include cash and cash equivalents of GBP13.8m, deferred tax asset of GBP11.1m, amounts due from Jointly Controlled Entities of GBP29.3m, a net pension asset of GBP7.7m, deferred tax liability of GBP1.9m and other corporate items (GBP0.6m asset).

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

3 Exceptional Items

The Group incurred one exceptional item in the year ended 31 May 2022 as follows:

 
                                                          2023     2022 
                                                        GBP000   GBP000 
-----------------------------------------------------  -------  ------- 
 Exceptional item in Administrative expenses 
 Release of accrual relating to a liability from the 
  year ended 31 May 2015                                     -    1,754 
-----------------------------------------------------  -------  ------- 
Total exceptional item in Administrative expenses            -    1,754 
-----------------------------------------------------  -------  ------- 
Total                                                        -    1,754 
-----------------------------------------------------  -------  ------- 
 

In the year ended 31 May 2022, an aged accrual dating from the year ended 31 May 2015 totalling GBP1,754,000 was released as the potential for payment had lapsed due to time.

4 Taxation

Recognised in the Income Statement

 
                                                              2023     2022 
                                                            GBP000   GBP000 
---------------------------------------------------------  -------  ------- 
Current tax 
Current year                                                   187      212 
Adjustments for prior years                                     24      (4) 
---------------------------------------------------------  -------  ------- 
 
Current tax expense                                            211      208 
---------------------------------------------------------  -------  ------- 
 
Deferred tax 
Origination and reversal of temporary timing differences     2,382    1,542 
Adjustments for prior years                                (3,364)  (2,097) 
---------------------------------------------------------  -------  ------- 
Deferred tax credit                                          (982)    (555) 
---------------------------------------------------------  -------  ------- 
Tax credit in Income Statement (excluding share of tax 
 of equity accounted investees)                              (771)    (347) 
---------------------------------------------------------  -------  ------- 
 

The deferred tax adjustment in respect of prior years of GBP3,364,000 (2022: GBP2,097,000) relates to losses assumed to be utilised in the previous year, which were ultimately retained.

Recognised in Other Comprehensive Income

 
                                                             2023     2022 
                                                           GBP000   GBP000 
--------------------------------------------------------  -------  ------- 
Deferred tax expense 
Effective portion of changes in fair value of cash flow 
 hedges                                                         -      (8) 
Remeasurements of defined benefit pension schemes         (1,161)  (1,488) 
--------------------------------------------------------  -------  ------- 
                                                          (1,161)  (1,496) 
--------------------------------------------------------  -------  ------- 
 

Reconciliation of Effective Tax Rate

 
                                                                  Restated* 
                                                            2023       2022 
                                                          GBP000     GBP000 
-------------------------------------------------------  -------  --------- 
Profit for the year from continuing operations*           27,926     32,507 
Total tax credit                                           (771)      (347) 
-------------------------------------------------------  -------  --------- 
Profit before taxation from continuing operations*        27,155     32,160 
-------------------------------------------------------  -------  --------- 
Tax using the UK corporation tax rate of 20.00% (2022: 
 19.00%)*                                                  5,431      6,110 
 
Effect of tax rates in foreign jurisdictions               (159)         37 
Tax effect of joint ventures*                            (3,100)    (4,753) 
Changes in unrecognised tax losses                         (616)        136 
Non-deductible expenses                                      776        407 
Other temporary trading differences                          237      (183) 
Adjustment in respect of previous periods                (3,340)    (2,101) 
-------------------------------------------------------  -------  --------- 
Effective total tax credit                                 (771)      (347) 
-------------------------------------------------------  -------  --------- 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

Adjustment in respect of previous periods includes the impact of the "super deduction" of 130% on qualifying fixed asset additions, which resulted in losses that were expected to be utilised in the May 2022 computations being retained.

The UK corporation tax rate increased from 19.00% on 1 April 2023, therefore a blended rate of 20.00% has been used (2022: 19.00%).

Factors That May Affect Future Current and Total Tax Charges

Following the March 2022 budget, the corporate tax rate increased from 19% to 25% on 1 April 2023. The deferred tax balances at 31 May 2023 and 31 May 2022 have been calculated based on the rate substantively enacted at the balance sheet date of 25%.

5 Discontinued Operations

All discontinued operations results are attributable to equity holders. For the year ended 31 May 2023, there were no discontinued operations. For the year ended 31 May 2022, the Group's discontinued operations made a profit of GBP2,000,000 after tax during the year.

The profit from discontinued operations in the prior year represents the contingent consideration received following the disposal of Brockwell Energy Limited ("Brockwell"). The Company disposed of the whole of its shareholding in Brockwell on 19 October 2018 with contingent consideration of GBP2m which was received in the year ended 31 May 2022. There are no remaining balances relating to this matter.

 
                                                      2023     2022 
                                                    GBP000   GBP000 
-------------------------------------------------  -------  ------- 
Proceeds from disposal of subsidiary                     -    2,000 
Profit before tax of discontinued operations             -    2,000 
 
Current tax charge                                       -        - 
Profit for the year from discontinued operations         -    2,000 
-------------------------------------------------  -------  ------- 
 

6 Earnings per Share

The calculation of earnings per share ("EPS") is based on the profit for the year attributable to equity holders and on the weighted average number of shares in issue and ranking for dividend in the year.

 
                                                                        Restated* 
                                                2023                       2022 
---------------------------------  ------------------------  ------------------------ 
                                   Earnings     EPS    DEPS  Earnings     EPS    DEPS 
                                     GBP000   Pence   Pence    GBP000   Pence   Pence 
---------------------------------  --------  ------  ------  --------  ------  ------ 
Underlying earnings per 
 share from continuing 
 operations*                         28,066   86.28   84.55    31,086   96.06   93.22 
Exceptional items, fair 
 value adjustments, amortisation 
 and impairment (net of 
 tax)                                 (140)  (0.43)  (0.42)     1,421    4.39    4.26 
---------------------------------  --------  ------  ------  --------  ------  ------ 
Continuing basic earnings 
 per share*                          27,926   85.85   84.13    32,507  100.45   97.48 
Discontinued operations                   -       -       -     2,000    6.18    6.00 
---------------------------------  --------  ------  ------  --------  ------  ------ 
Basic earnings per share*            27,926   85.85   84.13    34,507  106.63  103.48 
---------------------------------  --------  ------  ------  --------  ------  ------ 
Weighted average number 
 of shares                                   32,528  33,193            32,362  33,347 
---------------------------------  --------  ------  ------  --------  ------  ------ 
 

The calculation of weighted average number of shares includes the effect of own shares held of 611,118 (2022: 611,118).

The calculation of diluted earnings per share ("DEPS") is based on the profit for the year and the weighted average number of ordinary shares in issue in the year. The potentially dilutive effect of the share options outstanding (effect on weighted average number of shares) is 665,549 (2022: 985,056); effect of basic earnings per ordinary share in the current year is 1.72p (2022: 3.15p). Effect on underlying earnings per ordinary share is 1.73p (2022: 2.84p). Effect on discontinued operations per ordinary share for 2023 is nil (2022: 0.18p).

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

Basic, continuing basic, underlying and diluted earnings per share for the prior year have also been restated. The amount of the correction for basic and diluted earnings per share was a decrease of 7.2p and 7.0p per share respectively. The amount of the correction for continuing basic and diluted earnings per share was a decrease of 7.2p and 7.0p per share respectively. The amount of the correction for underlying and diluted earnings per share was a decrease of 7.2p and 7.0p per share respectively.

7 Restatement relating to the year ended 31 May 2022

The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000.

Basic and diluted earnings per share for the prior year have also been restated. The amount of the correction for basic and diluted earnings per share was a decrease of 7.2p and 7.0p per share respectively.

The financial statement line items have been restated as follows:

Group Balance Sheet (Extract)

 
                                  As previously 
                                    Reported at         Opening Balance                1 June 2021 
                                    1 June 2021                Decrease                 (Restated) 
Investments in jointly 
 controlled entities                     31,187                   (966)                     30,221 
Net Assets                              144,296                   (966)                    143,330 
-----------------------  ----------------------  ----------------------  ------------------------- 
Retained earnings                        64,441                   (966)                     63,475 
Total Equity                            144,296                   (966)                    143,330 
-----------------------  ----------------------  ----------------------  ------------------------- 
 
                                  As previously 
                                    Reported at         Opening Balance            Decrease in the         31 May 2022 
                                    31 May 2022                Decrease                     Period          (Restated) 
Investments in jointly 
 controlled entities                     58,383                   (966)                    (2,321)              55,096 
Net Assets                              183,136                   (966)                    (2,321)             179,849 
-----------------------  ----------------------  ----------------------  -------------------------  ------------------ 
Retained earnings                       102,781                   (966)                    (2,321)              99,494 
Total Equity                            183,136                   (966)                    (2,321)             179,849 
-----------------------  ----------------------  ----------------------  -------------------------  ------------------ 
 
 

Consolidated Statement of Profit and Loss and Other Comprehensive Income (Extract)

 
                                                 As previously 
                                                   Reported at         Decrease in the         31 May 2022 
                                                   31 May 2022                  Period          (Restated) 
Share of profit in joint ventures 
 (net of tax)                                           28,200                 (2,321)              25,879 
Profit before Tax                                       34,481                 (2,321)              32,160 
----------------------------------------  --------------------  ----------------------  ------------------ 
Taxation                                                   347                       -                 347 
----------------------------------------  --------------------  ----------------------  ------------------ 
Profit from Continuing Operations                       34,828                 (2,321)              32,507 
----------------------------------------  --------------------  ----------------------  ------------------ 
Profit for the year from discontinuing 
 operations                                              2,000                       -               2,000 
----------------------------------------  --------------------  ----------------------  ------------------ 
Profit for the year                                     36,828                 (2,321)              34,507 
----------------------------------------  --------------------  ----------------------  ------------------ 
 
 
Other comprehensive income: 
Total Comprehensive income for the 
 year                                                   44,711                 (2,321)              42,390 
----------------------------------------  --------------------  ----------------------  ------------------ 
 
Profit attributable to: 
Equity holders of the company                           37,040                 (2,321)              34,719 
Non-controlling interest                                 (212)                       -               (212) 
Profit for the year                                     36,828                 (2,321)              34,507 
----------------------------------------  --------------------  ----------------------  ------------------ 
 
 
Total comprehensive income attributable 
 to: 
Equity holders of the company                           44,923                 (2,321)              42,602 
Non-controlling interest                                 (212)                       -               (212) 
Profit for the year                                     44,711                 (2,321)              42,390 
----------------------------------------  --------------------  ----------------------  ------------------ 
 

Group Statement of Changes in Equity (Extract)

 
                                                             Total Parent         Non-Controlling 
                                   Retained Earnings               Equity                Interest         Total Equity 
 As Previously Reported 
  At 1 June 2021                              64,441              144,306                    (10)              144,296 
 Opening Balance 
  Adjustment                                   (966)                (966)                       -                (966) 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 Adjusted Balance at 
  1 June 2021                                 63,475              143,340                    (10)              143,330 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 
 Profit/(loss) for the 
  year 
 As Previously Reported 
  At 31 May 2022                              37,040               37,040                   (212)               36,828 
 Decrease in the current 
  period                                     (2,321)              (2,321)                       -              (2,321) 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 Adjusted Balance at 
  31 May 2022                                 34,719               34,719                   (212)               34,507 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 
 Total comprehensive income/(expense) 
  for the year 
 As Previously Reported 
  At 31 May 2022                              44,577               44,923                   (212)               44,711 
 Decrease in the current 
  period                                     (2,321)              (2,321)                       -              (2,321) 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 Adjusted Balance at 
  31 May 2022                                 42,256               42,602                   (212)               42,390 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 
 Closing Balance at 31 
  May 2022 
 As Previously Reported 
  At 31 May 2022                             102,781              183,358                   (222)              183,136 
 Opening Balance 
  Adjustment                                   (966)                (966)                       -                (966) 
 Decrease in the current 
  period                                     (2,321)              (2,321)                       -              (2,321) 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 Adjusted Balance at 
  31 May 2022                                 99,494              180,071                   (222)              179,849 
--------------------------  ------------------------  -------------------  ----------------------  ------------------- 
 

8 Alternative Performance Measures Glossary

This report provides alternative performance measures ("APMs"), which are not defined or specified under the requirements of International Financial Reporting Standards. The Board believes that these APMs provide readers with important additional information on the business.

 
Alternative Performance 
 Measure                    Definition and Purpose 
--------------------------  ----------------------------------   --------------------  --------------- 
Underlying profit before    Represents the profit before tax prior to exceptional 
 tax ("UPBT")                items, fair value adjustments, impairment and amortisation 
                             of intangible assets, and, in accordance with International 
                             Accounting Standards, includes the Group's share 
                             of the post-tax profit of its German joint venture. 
                             This measure is consistent with how the business 
                             measures performance and is reported to the Board. 
                                                                                 2023             2022 
                                                                               GBP000           GBP000 
                            ----------------------------------   --------------------  --------------- 
 Profit before tax from continuing 
  operations*                                                                  27,155           32,160 
 Exceptional items (see Note 3)                                                     -          (1,754) 
                            Amortisation of intangible assets                     175                - 
 Underlying Profit before Tax*                                                 27,330           30,406 
 -----------------------------------                             --------------------  --------------- 
 
Basic underlying earnings   Profit attributable to the equity holders of the 
 per share                   Company prior to exceptional items, impairment 
                             and amortisation of intangible assets and fair 
                             value gains on acquisition after tax divided by 
                             the weighted average number of ordinary shares 
                             during the financial year adjusted for the effects 
                             of any potentially dilutive options. See Note 6. 
--------------------------  -------------------------------------------------------------------------- 
EBITDA                      EBITDA is defined as profit before tax from continuing 
                             operations prior to charges for depreciation, amortisation 
                             and impairment and interest and excludes the share 
                             of profit from joint ventures and gains and losses 
                             on the sale of fixed assets. 
                                                                       2023       2022 
                                                                    GBP'000    GBP'000 
                             -----------------------------------  ---------  --------- 
                              Profit before tax from continuing 
                               operations*                           27,155     32,160 
                              Depreciation and impairment            14,570      8,666 
                              Amortisation of intangible assets         175          - 
                              Net finance expense / (income)            953       (53) 
                              Share of profit in joint ventures 
                               (net of tax)*                       (16,311)   (25,879) 
                              Profit on sale of fixed assets        (4,718)    (1,298) 
                             -----------------------------------  ---------  --------- 
                              EBITDA                                 21,824     13,596 
                             -----------------------------------  ---------  --------- 
--------------------------  -------------------------------------------------------------------------- 
Net Asset Value per         Represents the Net Asset value of the Group divided 
 share                       by the number of shares in issue less those shares 
                             held in treasury. Calculated as follows: 
--------------------------  -------------------------------------------------------------------------- 
 
 
                                                                                 2023             2022 
                            ----------------------------------   --------------------  --------------- 
 Total shares in issue                                                     33,138,756       33,138,756 
 Less shares in treasury                                                    (611,118)        (611,118) 
 -----------------------------------  -------------------------  --------------------  --------------- 
 Shares for calculation                                                    32,527,638       32,527,638 
 -----------------------------------  -------------------------  --------------------  --------------- 
 
 Net Asset Value per 
  Balance Sheet*                                                       GBP200,991,000   GBP179,849,000 
 -----------------------------------  -------------------------  --------------------  --------------- 
 
 Net Asset Value per 
  share*                                                                      GBP6.18          GBP5.53 
 -----------------------------------  -------------------------  --------------------  --------------- 
 

* The prior year numbers have been restated following a correction of the allowability of certain expenses for corporate tax in a joint venture for the year ended 31 May 2022 and prior years. The net effect of the changes for the year ended 31 May 2022 was a decrease in the opening balance of the investment in joint ventures of GBP966,000 and a decrease in the share of profit in joint ventures (net of tax) of GBP2,321,000 which has subsequently decreased the closing investment in joint ventures by GBP3,287,000. Please refer to Note 7.

9 Posting of Report & Accounts

The Group confirms that the annual report and accounts for the year ended 31 May 2023 will be posted to shareholders as soon as practicable and a copy will be made available on the Group's website:

www.hsgplc.co.uk

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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August 09, 2023 02:00 ET (06:00 GMT)

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