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REG-PHSC Plc: Half-Year Report

23 November 2021

PHSC PLC

(“PHSC”, the “Company” or the “Group”)

Unaudited Interim Results for the six months ended 30 September 2021

PHSC (AIM: PHSC), a leading provider of health, safety, hygiene and
environmental consultancy services and security solutions to the public and
private sectors, is pleased to announce its unaudited interim results for the
six month period ended 30 September 2021.

GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT

Financial Highlights
* Group revenue excluding grant funding of £1.719m (H1 FY21: £1.377m).
* EBITDA of £163k (includes £29k of grant funding) (H1 FY21: £182k
including £316k of grant funding). * Lower EBITDA reflects a reduction of
£287k in grant funding over the period.
* Adjusted EBITDA, excluding all grant funding, of £134k (H1 FY21: £134k
loss).

* Earnings per share of 0.78p (H1 FY21: 0.83p).
* Successful share buyback programme completed during the period, as
previously announced.
* Cash of £902k after £325k cost of the share buyback programme (H1 FY21:
£1.0m).
* Net asset value (unaudited) of £4.7m (H1 FY21: £5.1m).
* Pro-forma net asset value (unaudited) per share of 35.9p, compared to a
mid-market share price as at market close on 30 September 2021 of 22p.
* Interim dividend declared of 0.5p per ordinary share.
Operational Highlights and Business Outlook

In Q2 2021, the majority of the restrictions imposed by the UK Government in
response to the COVID-19 pandemic were lifted or relaxed, which led to an
overall improvement in total revenue for H1 FY21 as clients began their own
recovery programmes. The gradual return to more normal working conditions
meant that the Group had progressively less reliance on the Government’s
Coronavirus Job Retention Scheme (“CJRS”). This led to reduced grant
receipts, down from approximately £316k in H1 FY21 to just below £30k for H1
FY22.

We continue to maintain a £50,000 banking facility with HSBC Bank plc which
has been renewed for a further year to October 2022. We have not made any use
of such facility and do not expect to have to do so.

Despite the reopening of retail premises, the Security Division has not
returned to the level of pre-pandemic trading. This is due predominantly to
the permanent closure of former key clients such as Debenhams, Peacocks and
Edinburgh Woollen Mill. Another factor that impacts margins is the cost of
transportation, with all security related products being shipped in from
abroad. Carriage charges have risen, in some cases five-fold, and it is simply
not possible to pass on and recover such increase from the end user where
prices are built into existing contracts. The business has reduced its cost
base by downsizing the warehousing and office space it occupies, and staffing
levels are now as low as is practicable without adversely affecting the
customer experience. Management continues to seek to secure additional
business from existing clients, as well as new client wins.

The reopening of education and leisure facilities has resulted in a welcome
return to profitable trading for the relevant subsidiaries in the Safety
Division that specialise in such sectors.

Our subsidiary focused on the statutory examination of plant and equipment was
largely unaffected by COVID-19, save where clients had closed their
workplaces, as there was no derogation offered by the relevant authorities
from the legal obligation to ensure safety of the plant concerned. However,
since lockdown has been lifted, we have found that costs have risen
considerably, particularly in the prices of accommodation and travel, which
has adversely affected margins.

Our Systems Division has bounced back exceptionally well from the enforced
suspension of many of its activities, including the delivery of public
training courses.  Notably, the new revenue stream from our ‘UK Responsible
Person’ (“UKRP”) service continues to increase. This service provides a
portal to enable clients in the European Union (“EU”) medical device
sector to supply the UK marketplace. Further growth is anticipated in the
number of clients using this service.

General safety consultancy and training sales have shown a marked improvement,
although EBITDA has reduced across the Safety Division as a whole due to the
significantly lower income from CJRS funding.  Further details are provided
by way of the segmental analysis below showing the performance of individual
subsidiaries.

The Board is generally satisfied with the Group’s performance at this stage
of its COVID-19 recovery programme and is confident that further progress can
be achieved over the remainder of the financial year.

Dividend

The Board is confident that the Group will remain profitable and has
sufficient cash reserves to enable the payment of an interim dividend.
Accordingly, the Board has decided to declare an interim dividend of 0.5p per
ordinary share, to be paid on 21 January 2022, to those shareholders on the
register of members on 24 December 2021.

As in previous years, the recommendation by the Board of any final dividend
will be subject to the Group’s full year performance and the outlook at that
time.

Cash Flow

Cash at bank on 30 September 2021 stood at £902k compared to approximately
£1m at the same time last year. As indicated, the lower balance at the
interim stage reflects the utilisation of £325k on the Company’s successful
share buyback programme implemented during the period.

The cash reserves are sufficient to service all requirements arising in the
normal course of the Group’s business and in relation to the proposed
dividend. Whilst the Board has not currently committed to any additional calls
on the Company’s cash, it is anticipated that a potential further share
buyback programme, utilising the authority granted by the relevant special
resolution passed at the 2021 Annual General Meeting, will be duly considered
by the Board prior to the end of the financial year and announced as
appropriate.

Discrete Performance by Trading Subsidiaries

Profit/loss figures for individual subsidiaries below are stated before tax
and inter-company charges (including the costs of operating the parent plc
which are recovered through management charges levied on, and dividends
received from, trading subsidiaries), interest paid and received, depreciation
and amortisation. Invoiced sales do not include CJRS grant funding, but such
income is taken into account when calculating profit/loss figures. The net
reduction of £287k in grant funding is the reason that most of the
Company’s subsidiaries show lower EBITDA despite higher sales revenue.

Inspection Services (UK) Limited

Invoiced sales of £94,392 yielding a profit of £10,923 (H1 FY21: £113,807
and £25,471).

Personnel Health and Safety Consultants Limited

Invoiced sales of £607,906 yielding a profit of £198,579 (H1 FY21: £381,531
and £223,591).

RSA Environmental Health Limited

Invoiced sales of £130,953 resulting in a profit of £15,646 (H1 FY21:
£100,123 and £30,686).

Quality Leisure Management Limited

Invoiced sales of £137,281 resulting in a profit of £37,500 (H1 FY21:
£90,369 and £40,342).

QCS International Limited

Invoiced sales of £356,968 yielding a profit of £113,668 (H1 FY21: £196,533
and £46,705).

B2BSG Solutions Limited

Invoiced sales of £391,729 resulting in a loss of £16,738 (H1 FY21:
£495,228 and £4,394 loss).

For further information please contact:

PHSC plc
Stephen
King                                                              
Tel: 01622 717 700
Stephen.king@phsc.co.uk
www.phsc.plc.uk

Strand Hanson Limited (Nominated Adviser)             Tel: 020
7409 3494
James Bellman/Matthew Chandler

Novum Securities Limited
(Broker)                            Tel: 020 7399
9427
Colin Rowbury

About PHSC

PHSC, through its trading subsidiaries, Personnel Health & Safety Consultants
Ltd, RSA Environmental Health Ltd, QCS International Ltd, Inspection Services
(UK) Ltd and Quality Leisure Management Ltd, provides a range of health,
safety, hygiene, environmental and quality systems consultancy and training
services to organisations across the UK. In addition, B2BSG Solutions Ltd
offers innovative security solutions including tagging, labelling and CCTV.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018.

 Group Statement of Comprehensive Income                                                                                                                                                                    Six months ended             Six months ended             Year ended 
                                                                                                                                                                                                                  30 Sept 21                   30 Sept 20              31 Mar 21 
                                                                                                                                                                                           Note                    Unaudited                    Unaudited                Audited 
                                                                                                                                                                                                                       £’000                        £’000                  £’000 
 Continuing operations                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                                 
 Revenue                                                                                                                                                                                      3                        1,719                        1,377                  3,290 
                                                                                                                                                                                                                                                                                 
 Cost of sales                                                                                                                                                                                                         (888)                        (767)                (1,765) 
                                                                                                                                                                                                                                                                                 
 Gross profit                                                                                                                                                                                                            831                          610                  1,525 
                                                                                                                                                                                                                                                                                 
 Administrative expenses                                                                                                                                                                                               (727)                        (775)                (1,528) 
 Goodwill impairment                                                                                                                                                                          2                            -                            -                  (250) 
                                                                                                                                                                                                                                                                                 
 Government grants                                                                                                                                                                                                        29                          316                    441 
 Other income                                                                                                                                                                                                              -                            -                      1 
                                                                                                                                                                                                                                                                                 
 Profit from operations                                                                                                                                                                                                  133                          151                    189 
                                                                                                                                                                                                                                                                                 
 Finance income                                                                                                                                                                                                            -                            1                      1 
                                                                                                                                                                                                                                                                                 
 Profit before taxation                                                                                                                                                                                                  133                          152                    190 
                                                                                                                                                                                                                                                                                 
 Corporation tax expense                                                                                                                                                                                                (27)                         (31)                  (102) 
                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                 
 Profit for the period after tax attributable to owners of parent                                                                                                                             3                          106                          121                     88 
                                                                                                                                                                                                                                                                                 
 Total comprehensive income attributable to owners of the parent                                                                                                                                              106                          121                        88         
                                                                                                                                                                                                                                                                                 
 Basic and diluted earnings per share for profit after tax from continuing operations attributable to the equity holders of the Group during the period                                       5                        0.78p                        0.83p                  0.60p 
                                                                                                                                                                                                                                                                                 

   

 Group Statement of Financial Position                                                     30 Sept 21    30 Sept 20    31 Mar 21 
                                                                                            Unaudited     Unaudited      Audited 
                                                                                   Note         £’000         £’000        £’000 
 Non-current assets                                                                                                              
 Property, plant and equipment                                                        4           500           565          530 
 Goodwill                                                                                       3,028         3,278        3,028 
 Deferred tax asset                                                                                 2            20            2 
                                                                                                3,530         3,863        3,560 
 Current assets                                                                                                                  
 Inventories                                                                                      252           263          260 
 Trade and other receivables                                                                      686           753          590 
 Cash and cash equivalents                                                                        902         1,003        1,237 
                                                                                                1,840         2,019        2,087 
                                                                                                                                 
 Total assets                                                                         3         5,370         5,882        5,647 
                                                                                                                                 
 Current liabilities                                                                                                             
 Trade and other payables                                                                         460           571          518 
 Right of use lease liability                                                                      28            34           32 
 Current corporation tax payable                                                                  115            71           88 
                                                                                                  603           676          638 
 Non-current liabilities                                                                                                         
 Right of use lease liability                                                                      26            54           39 
 Deferred taxation liabilities                                                                     51            52           51 
                                                                                                   77           106           90 
                                                                                                                                 
 Total liabilities                                                                                680           782          728 
                                                                                                                                 
 Net assets                                                                                     4,690         5,100        4,919 
                                                                                                                                 
                                                                                                                                 
 Capital and reserves attributable to equity holders of the Group                                                                
 Called up share capital                                                                        1,308         1,468        1,468 
 Share premium account                                                                          1,916         1,916        1,916 
 Merger relief reserve                                                                            134           134          134 
 Other reserves                                                                                   304           144          144 
 Retained earnings                                                                              1,028         1,438        1,257 
                                                                                                                                 
                                                                                                4,690         5,100        4,919 

   

 Group Statement of Changes in Equity                                                                                                                            
                                                                                                                                                                 
                                                              Share Capital  Share Premium  Merger Relief Reserve  Other Reserves *  Retained Earnings     Total 
                                                                      £’000          £’000                  £’000             £’000              £’000     £’000 
                                                                                                                                                                 
 Balance at 1 April 2021                                              1,468          1,916                    134               144              1,257     4,919 
 Profit for the period attributable to equity holders                     -              -                      -                 -                106       106 
 Purchase of Treasury shares                                          (160)              -                      -               160              (325)     (325) 
 Cost of share buyback                                                    -              -                      -                 -               (10)      (10) 
                                                                                                                                                                 
 Balance at 30 September 2021                                         1,308          1,916                    134               304              1,028     4,690 
                                                                                                                                                                 
                                                                                                                                                                 
 Balance at 1 April 2020                                              1,468          1,916                    134               144              1,317     4,979 
 Profit for the period attributable to equity holders                     -              -                      -                 -                121       121 
                                                                                                                                                                 
 Balance at 30 September 2020                                         1,468          1,916                    134               144              1,438     5,100 
                                                                                                                                                                 

* Other reserves represent the merger relief reserve and Treasury shares held
by the Group.

 Group Statement of Cash Flows                                Six months          Six months         Year 
                                                                   ended               ended        ended 
                                                              30 Sept 21          30 Sept 20    31 Mar 21 
                                                               Unaudited           Unaudited      Audited 
                                                                   £’000               £’000        £’000 
 Cash flows generated from operating activities                                                           
 Cash generated from operations                                       17                 264          702 
 Tax paid                                                              -                   -         (37) 
 Net cash generated from operating activities                         17                 264          665 
                                                                                                          
 Cash flows used in investing activities                                                                  
 Purchase of property, plant and equipment                             -                 (2)          (9) 
 Disposal of fixed assets                                              -                   -            4 
 Interest received                                                     -                   1            1 
 Net cash used in investing activities                                 -                 (1)          (4) 
                                                                                                          
 Cash flows used in financing activities                                                                  
 Payments on right of use assets                                    (17)                (16)         (33) 
 Share buyback                                                     (335)                   -            - 
 Dividends paid to Group shareholders                                  -                   -        (147) 
 Net cash used in financing activities                             (352)                (16)        (180) 
                                                                                                          
 Net increase in cash and cash equivalents                         (335)                 247          481 
 Cash and cash equivalents at beginning of period                  1,237                 756          756 
 Cash and cash equivalents at end of period                          902               1,003        1,237 
                                                                                                          
                                                                                                          
 Notes to the cash flow statement                                                                         
                                                                                                          
 Cash generated from operations                                                                           
 Operating profit - continuing operations                            133                 151          189 
 Depreciation charge                                                  30                  30           66 
 Goodwill impairment                                                   -                   -          250 
 Loss on sale of fixed assets                                          -                   -            2 
 Decrease in inventories                                               8                   1            4 
 Decrease/(increase) in trade and other receivables                 (96)                 133          296 
 Decrease in trade and other payables                               (58)                (51)        (105) 
 Cash generated from operations                                       17                 264          702 

Notes to the Financial Statements

1. Basis of preparation

These condensed consolidated financial statements are presented on the basis
of International Financial Reporting Standards (IFRS) as adopted by the
European Union and interpretations issued by the International Financial
Reporting Interpretations Committee (IFRIC) and have been prepared in
accordance with the AIM Rules for Companies and the Companies Act 2006, as
applicable to companies reporting under IFRS.

The financial information contained in this announcement, which has not been
audited, does not constitute statutory accounts as defined by Section 434 of
the Companies Act 2006. The Group’s statutory financial statements for the
year ended 31 March 2021, prepared under IFRS, have been filed with the
Registrar of Companies. The auditor’s report for the 2021 financial
statements was unqualified and did not contain a statement under Section 498
(2) or (3) of the Companies Act 2006.

The same accounting policies and methods of computation are followed within
these interim financial statements as adopted in the most recent annual
financial statements.

Impairment of goodwill

The Board has considered the carrying value of goodwill and is satisfied that
the assumptions made at the time of the last adjustment remain valid. Although
a half year loss has been incurred by the Security Division, the effect of the
cost reduction programme implemented in Q1 2021 should improve the financial
year end position. The longer-term outlook presently remains stable and an
impairment charge in these interim financial statements is not therefore
considered necessary but will be reassessed at the year end.

Government grants

Government grants represent amounts receivable in relation to the CJRS. The
grants have been recognised in the period to which the costs relate.

 2. Exceptional Administrative Expenses

                                            Six months ended    Six months ended    Year ended 
                                                  30 Sept 21          30 Sept 20     31 Mar 21 
                                                   Unaudited           Unaudited       Audited 
 Impairment of PHSC plc’s investment in                £’000               £’000         £’000 
 B2BSG Solutions Limited                                   -                   -           200 
 RSA Environmental Health Limited                          -                   -            50 

3. Segmental Reporting

                                                              Six months ended          Six months ended         Year ended     
                                                                    30 Sept 21                30 Sept 20          31 Mar 21     
                                                                     Unaudited                 Unaudited            Audited     
 Revenue                                                                 £’000                     £’000              £’000     
                                                                                                                                
 Security division : B2BSG Solutions Ltd                                   392                       495              1,136     
                                                                           392                       495              1,136     
 Health & Safety division                                                                                                       
 Inspection Services (UK) Ltd                                               94                       114                214     
 Personnel Health & Safety Consultants Ltd                                 608                       382                969     
 Quality Leisure Management Ltd                                            137                        90                235     
 RSA Environmental Health Ltd                                              131                       100                235     
                                                                           970                       686              1,653     
                                                                                                                                
 Systems division: QCS International Ltd                                   357                       196                501     
                                                                                                                                
 Total revenue                                                           1,719                     1,377              3,290     
                                                                                                                                
                                                                                                                                
 Profit/(loss) after taxation, before management charge                                                                         
                                                                                                                                
 Security division: B2BSG Solutions Ltd                        (13)                                  (1)                      3 
                                                                                                                                
 Health & Safety division                                                                                                       
 Inspection Services (UK) Ltd                                     6                                   18                     27 
 Personnel Health & Safety Consultants Ltd                      166                                  183                    409 
 Quality Leisure Management Ltd                                  30                                   33                     85 
 RSA Environmental Health Ltd                                    13                                   25                     51 
                                                                215                                  259                    572 
                                                                                                                                
 Systems division: QCS International Ltd                         87                                   33                    104 
                                                                                                                                
 Holding company: PHSC plc                                    (183)                                (170)                  (341) 
                                                                                                                                
                                                                106                                  121                    338 
                                                                                                                                
 Goodwill impairment                                              -                                    -                  (250) 
                                                                                                                                
 Total Group profit after taxation                              106                                  121                     88 
                                                                                                                                

   

                                             30 Sept 21    30 Sept 20    31 Mar 21 
                                              Unaudited     Unaudited      Audited 
 Total assets                                     £’000         £’000        £’000 
                                                                                   
 Security division: B2BSG Solutions Ltd             292           411          320 
                                                                                   
 Safety division                                                                   
 Inspection Services (UK) Ltd                       108           176          121 
 Personnel Health & Safety Consultants Ltd          470           581          377 
 Quality Leisure Management Ltd                     166           210          168 
 RSA Environmental Health Limited                   584           637          595 
                                                  1,328         1,604        1,261 
                                                                                   
 Systems division: QCS International Ltd            337           320          253 
                                                                                   
 Holding company: PHSC plc                        4,184         4,322        4,584 
                                                                                   
                                                  6,141         6,657        6,418 
                                                                                   
 Adjustment of goodwill                           (773)         (775)        (773) 
 Adjustment of deferred tax                           2             -            2 
                                                                                   
 Total assets                                     5,370         5,882        5,647 

4. Property, plant and equipment

                       30 Sept 21    30 Sept 20    31 Mar 21 
                        Unaudited     Unaudited      Audited 
                            £’000         £’000        £’000 
                                                             
 Cost or valuation                                           
 Brought forward              928           949          949 
 Additions                      -             2            8 
 Disposals                      -             -         (29) 
 Carried forward              928           951          928 
                                                             
 Depreciation                                                
 Brought forward              398           356          356 
 Charge                        30            30           65 
 Disposals                      -             -         (23) 
 Carried forward              428           386          398 
                                                             
 Net book value               500           565          530 

5. Earnings per share

The calculation of the basic earnings per share is based on the following
data.

                                                                                   Six months ended    Six months ended    Year ended 
                                                                                         30 Sept 21          30 Sept 20     31 Mar 21 
                                                                                          Unaudited           Unaudited       Audited 
                                                                                              £’000               £’000         £’000 
                                                                                                                                      
 Earnings                                                                                                                             
 Continuing activities                                                                          106                 121            88 
                                                                                                                                      
 Number of shares                                                                        30 Sept 21          30 Sept 20     31 Mar 21 
                                                                                                                                      
 Weighted average number of shares for the purpose of basic earnings per share           13,646,497          14,667,257    14,667,257 



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