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REG - Hargreaves Servs PLC - Preliminary results

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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 £27.2m
and £28.9m. 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 £6.6m. 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                                                £211.5m           £177.9m
 Underlying Profit Before Tax ("UPBT")**                £27.3m            £30.4m*
 Profit from joint ventures (net of tax)                £16.3m            £25.9m*
 Share of Profit Before Tax from continuing operations  £27.2m            £32.2m*
 EBITDA**                                               £21.8m            £13.6m
 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                              £21.9m            £13.8m
 Net Assets                                             £201.0m   +11.8%  £179.8m*
 Net Assets per Share**                                 618p              553p*

 

HIGHLIGHTS

·    Revenue increased 18.9% to £211.5m (2022: £177.9m) due to organic
growth in Services

·    UPBT above expectations at £27.3m (2022: £30.4m), 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 £12.3m (2022: £7.6m)

·    Hargreaves Land UPBT increased 85.7% to £3.9m (2022: £2.1m)

·    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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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.

 

*** 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.

 

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 (mailto: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
(https://www.investormeetcompany.com/hargreaves-services-plc/register-investor)
.

 

For further details:

 

 Hargreaves Services                                                www.hsgplc.co.uk (http://www.hsgplc.co.uk)

 Gordon Banham, Chief Executive                                     Tel: 0191 373 4485

 Stephen Craigen, Group Finance Director

 Walbrook PR (Financial PR & IR)      Tel: 020 7933 8780 or hargreavesservices@walbrookpr.com

                                    (mailto:hargreavesservices@walbrookpr.com)
 Paul McManus / Lianne Applegarth /

                                    Mob: 07980 541 893 / 07584 391 303 /
 Louis Ashe-Jepson

                                    07747 515 393

 Singer Capital Markets (Nomad and Corporate Broker)                Tel: 020 7496 3000

 Sandy Fraser / Justin McKeegan

 

About Hargreaves Services plc (www.hsgplc.co.uk (http://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 £21.6m and
£23.1m on these assets as at 30 June 2023 with a Market Value at
Commissioning of Development ("COD")*** expectation in the range of £27.2m to
£28.9m 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 £6.6m, 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 £1.9m 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 £15m 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 £27.3m (2022: £30.4m*), £3.1m 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 £25.0m to £15.5m*, a
reduction of £9.5m, 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 £21.8m (2022: £13.6m), driven by improved
performance within Services. Profit before Tax from Continuing Operations was
£27.2m (2022: £32.2m*). 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 £21.9m (2022: £13.8m). The
increase in cash compared with the prior year is predominantly due to the
repayment of a £15m 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 £36.4m (2022:
£18.4m). 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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

 

 £'m                                                         Services  Hargreaves Land  HRMS  Unallocated  Total
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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 £200.9m (2022:
£162.8m), due in the most part to the increase in activity on the HS2
contract which accounted for £20.5m 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 £12.3m (2022:
£7.6m), an increase of over 60% on the prior year. This included a
non-recurring profit of £3.2m from the disposal of certain plant and
equipment. The remaining growth of £1.5m 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 £54.1m in the year (2022: £33.6m), 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, the 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 £1m 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 £10.6m (2022: £15.1m) and a Profit
before Tax of £3.9m (2022: £2.1m) 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 £18.5m. 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 £190m, 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 sites  Residential plots  Square Footage  Estimated GDV

                                                                       (Commercial)
 Residential (planning allocated)  6                5,700              n/a             £200m
 Residential (planning promotion)  7                2,850              n/a             £120m
 Commercial (planning allocated)   6                n/a                5,700,000       £620m

 

 

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 £27m 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 £15.5m (2022: £25.0m*)
which is a reduction of 38%. The corresponding contribution for the year ended
31 May 2021 was £13.6m, 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 £15m 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

 

 Continuing operations                                                           Note  2023       Restated *

                                                                                       £000       2022

                                                                                                   £000
 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        -          (8)
 or loss
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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
                                                2023

                                                £000       Restated*

                                                           2022

                                                           £000
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. Please refer to Note 7.

 

:

Group Statement of Changes in Equity

for year ended 31 May 2023

 Group                                                 Share capital £000   Share premium £000   Translation reserve  Hedging reserve £000   Other reserves £000   Capital redemption reserve  Merger reserve £000   Share- based payment reserve £000   Restated* Retained earnings £000   Restated*             Non-controlling interest  Restated* Total equity £000

                                                                                                 £000                                                              £000                                                                                                                     Total Parent equity   £000

                                                                                                                                                                                                                                                                                            £000
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. Please refer to Note 7.

 

 

Group Cash Flow Statement

for year ended 31 May 2023

 

 

                                                                                  Group
                                                                                  2023

                                                                                  £000      Restated*

                                                                                            2022

                                                                                            £000
 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    14,570    8,666
 assets
 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         (4,718)   (1,298)
 right-of-use assets
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. Please refer to Note 7.

 

Going Concern

The Group's financing is not dependent on bank borrowings, however the group
has access to a £12m 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:

 

 

 

                                                                      Services  Hargreaves  Unallocated          Total

                                                                      2023      Land        2023         HRMS    2023

                                                                      £000      2023        £000         2023    £000

                                                                                £000                     £000
 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 £50.3m include cash and cash equivalents of
£21.9m, net deferred tax asset of £11.3m, amounts due from joint ventures of
£11.2m, amounts due to joint ventures of £4.1m, a net pension asset of
£5.6m and other corporate items (£4.4m asset).

 

 

 

                                                            Services  Hargreaves  Unallocated  Restated*  Restated*

                                                            2022      Land        2022         HRMS       Total

                                                            £000      2022        £000         2022       2022

                                                                      £000                     £000       £000
 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 £60.6m include cash and cash equivalents of
£13.8m, deferred tax asset of £11.1m, amounts due from Jointly Controlled
Entities of £29.3m, a net pension asset of £7.7m, deferred tax liability of
£1.9m and other corporate items (£0.6m 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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

                                                                               £000    £000
  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 £1,754,000 was released as the potential for payment had
lapsed due to time.

 

4 Taxation

 

Recognised in the Income Statement

 

                                                                             2023     2022

                                                                             £000     £000
 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  (771)    (347)
 investees)

 

The deferred tax adjustment in respect of prior years of £3,364,000 (2022:
£2,097,000) relates to losses assumed to be utilised in the previous year,
which were ultimately retained.

 

Recognised in Other Comprehensive Income

 

                                                                 2023     2022

                                                                 £000     £000
 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

 

                                                                  2023     Restated*

                                                                  £000     2022

                                                                           £000
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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
£2,000,000 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 £2m which
was received in the year ended 31 May 2022. There are no remaining balances
relating to this matter.

 

                                                   2023    2022

                                                   £000    £000
 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.

 

                                                                                 2023                      Restated*

                                                                                                           2022
                                                                                 Earnings  EPS     DEPS    Earnings  EPS     DEPS

                                                                                 £000      Pence   Pence   £000      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  (140)     (0.43)  (0.42)  1,421     4.39    4.26
 tax)
 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000.

 

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 1 June 2021     Opening Balance Decrease  1 June 2021 (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 31 May 2022     Opening Balance Decrease  Decrease in the Period  31 May 2022 (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 31 May 2022  Decrease in the Period  31 May 2022 (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)

 

                                        Retained Earnings          Total Parent Equity  Non-Controlling 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 tax ("UPBT")  Represents the profit before tax prior to exceptional 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

                                                                                                     £000                                          £000
                                        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 per share    Profit attributable to the equity holders of the 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

                                                                 £'000     £'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 share              Represents the Net Asset value of the Group divided by the number of shares in
                                        issue less those shares held in treasury. Calculated as follows:

                                                                                                                                                   2022

                                                                                                     2023
                                        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*                           £200,991,000                                  £179,849,000

                                        Net Asset Value per share*                                   £6.18                                         £5.53

 

 

 

Net Asset Value per share

Represents the Net Asset value of the Group divided 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*

£200,991,000

£179,849,000

 

Net Asset Value per share*

£6.18

£5.53

 

* 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 £966,000 and a decrease in the share of profit in joint
ventures (net of tax) of £2,321,000 which has subsequently decreased the
closing investment in joint ventures by £3,287,000. 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

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.   END  FR PPMATMTTMBAJ

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