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REG-PHSC Plc: Half-year Report

22 November 2022

PHSC PLC

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

Unaudited Interim Results for the six months ended 30 September 2022

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 2022.

GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT

Financial Highlights
* Group revenue of £1.679m (H1 FY22: £1.719m).
* EBITDA of £162k (H1 FY22: £163k including £29k of grant funding).
* Earnings per share of 0.90p (H1 FY22: 0.78p).
* Cash of £691k (H1 FY22: £902k).
* Net asset value (unaudited) of £3.6m following end-of-year write-downs (H1
FY22: £4.7m).
* Pro-forma net asset value (unaudited) per share of 30.6p, compared to a
mid-market share price as at market close on 30 September 2022 of 19p.
* Interim dividend declared of 0.5p per ordinary share.
Operational Highlights and Business Outlook

Revenues and EBITDA at the interim stage were little changed from those in the
same period last year. That said, the contributions from each subsidiary have
been different with some showing improvement and others below where they
previously were. All subsidiaries, however, have traded profitably over the
reporting period. A breakdown of how each subsidiary has performed is set out
in a separate section of this report below.

All subsidiaries were adversely affected by rising costs in many areas of the
group’s business, in particular in relation to travel and accommodation
charges.

The Board took the decision to increase salaries in April 2022 and again in
September 2022, although the latter increase did not impact the halfway
stage.  It was felt important to protect employee wellbeing and livelihoods
at a time when inflationary pressures had eroded salary values. Staff
retention is one of the Group’s key performance indicators and with a tight
labour market our longer-term success depends on attracting and retaining
staff of the right calibre.

The retail sector shows no material signs of returning to pre-pandemic trading
levels and the Group continues to closely monitor the performance of its B2BSG
Solutions subsidiary which offers security solutions to that sector.
Profitability has also been impacted by the weakness of Sterling, as all
electronic tags and associated systems are purchased from abroad.

There has been a marked improvement in the fortunes of RSA Environmental
Health, which predominantly sells into the education sector.  This subsidiary
has seen revenues rise by a third and EBITDA double when compared with the
first half of the prior financial year as schools have returned to a normal
way of trading.

Our Personnel Health and Safety Consultants subsidiary saw a marked reduction
in sales over the equivalent reporting period in 2021, caused by the cessation
of a Covid-related testing programme that ended when the pandemic abated. This
led to around 40% lower EBITDA, although the subsidiary continues to trade
very profitably.

Our leisure sector related subsidiary, Quality Leisure Management, saw
revenues increased by over a third with EBITDA more than 40% ahead, as
activity in leisure facilities returned to pre-pandemic levels.

The contribution to revenues from our Scottish subsidiary, QCS International,
was also higher than last year and there was a corresponding rise in profit.

The Board is confident that the Group is well-placed to deal with the
circumstances that it will encounter over the remainder of the current
financial year but acknowledges that cost pressures in an uncertain economic
environment will create challenges.

Dividend

The Board believes that the Group will remain cash generative and there are
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 13 January 2023, to those shareholders on the
register of members on 23 December 2022.

Any recommendation by the Board for a final dividend will be subject to the
Group’s full year performance, cash reserves, and the outlook at that time.

Cash Flow

Cash at bank on 30 September 2022 stood at £0.7m compared to approximately
£0.9m at the same time last year.  Over the 12 month period since the date
of the last Interim results, the Company has made dividend distributions
totalling £130k and undertaken a share buyback costing £312k inclusive of
associated costs.

Despite no current expectation of having to call upon it, the Group has
renewed its £50,000 banking facility with HSBC.

The Group has sufficient cash reserves to service the proposed interim
dividend and all requirements arising in the normal course of business. There
are currently no additional calls on the Company’s cash. It is noted that
authority was obtained at the last AGM for the Company to potentially
undertake a further share buyback programme(s), however, no decision has been
taken on this matter at the present time.

Discrete Performance by Trading Subsidiaries

Profit/loss figures for the 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.

Inspection Services (UK) Limited
Invoiced sales of £95,620 yielding a profit of £4,962 (H1 FY22: £94,392 and
£10,923).

Personnel Health and Safety Consultants Limited
Invoiced sales of £423,253 yielding a profit of £119,478 (H1 FY22: £607,906
and £198,579).

RSA Environmental Health Limited
Invoiced sales of £174,625 resulting in a profit of £32,767 (H1 FY22:
£130,953 and £15,646).

Quality Leisure Management Limited
Invoiced sales of £192,014 resulting in a profit of £67,769 (H1 FY22:
£137,281 and £37,500).

QCS International Limited
Invoiced sales of £408,894 yielding a profit of £138,463 (H1 FY22: £356,968
and £113,668).

B2BSG Solutions Limited
Invoiced sales of £384,340 resulting in a profit of £2,825 (H1 FY22:
£391,729 and loss of £16,738).

For further information please contact:

PHSC plc
Stephen
King                                                              
Tel: 01622 717 7000
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, as amended.


 

 Group Statement of Comprehensive Income                                                                                                                                                                    Six months ended             Six months ended              Year ended 
                                                                                                                                                                                                                  30 Sept 22                   30 Sept 21               31 Mar 22 
                                                                                                                                                                                           Note                    Unaudited                    Unaudited                 Audited 
                                                                                                                                                                                                                       £’000                        £’000                   £’000 
 Continuing operations                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                  
 Revenue                                                                                                                                                                                      3                        1,679                        1,719                   3,571 
                                                                                                                                                                                                                                                                                  
 Cost of sales                                                                                                                                                                                                         (804)                        (888)                 (1,939) 
                                                                                                                                                                                                                                                                                  
 Gross profit                                                                                                                                                                                                            875                          831                   1,632 
                                                                                                                                                                                                                                                                                  
 Administrative expenses                                                                                                                                                                                               (744)                        (727)                 (1,446) 
 Goodwill impairment                                                                                                                                                                          2                            -                            -                   (793) 
                                                                                                                                                                                                                                                                                  
 Government grants                                                                                                                                                                                                         -                           29                      29 
 Other income                                                                                                                                                                                                              1                            -                       - 
                                                                                                                                                                                                                                                                                  
 Profit from operations                                                                                                                                                                                                  132                          133                   (578) 
                                                                                                                                                                                                                                                                                  
 Finance income                                                                                                                                                                                                            -                            -                       - 
                                                                                                                                                                                                                                                                                  
 Profit before taxation                                                                                                                                                                                                  132                          133                   (578) 
                                                                                                                                                                                                                                                                                  
 Corporation tax expense                                                                                                                                                                                                (26)                         (27)                    (53) 
                                                                                                                                                                                                                                                                                  
 Profit for the period after tax attributable to owners of parent                                                                                                                             3                          106                          106                   (631) 
                                                                                                                                                                                                                                                                                  
 Total comprehensive income attributable to owners of the parent                                                                                                                                              106                          106                      (631)         
                                                                                                                                                                                                                                                                                  
 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                        0.90p                        0.78p                 (4.76)p 
                                                                                                                                                                                                                                                                                  

   

 Group Statement of Financial Position                                                     30 Sept 22    30 Sept 21    31 Mar 22 
                                                                                            Unaudited     Unaudited      Audited 
                                                                                   Note         £’000         £’000        £’000 
 Non-current assets                                                                                                              
 Property, plant and equipment                                                        4           462           500          490 
 Goodwill                                                                                       2,235         3,028        2,235 
 Deferred tax asset                                                                                16             2           16 
                                                                                                2,713         3,530        2,741 
 Current assets                                                                                                                  
 Inventories                                                                                      206           252          186 
 Trade and other receivables                                                                      660           686          726 
 Cash and cash equivalents                                                                        691           902          649 
                                                                                                1,557         1,840        1,561 
                                                                                                                                 
 Total assets                                                                         3         4,270         5,370        4,302 
                                                                                                                                 
 Current liabilities                                                                                                             
 Trade and other payables                                                                         471           460          617 
 Right of use lease liability                                                                      23            28           31 
 Current corporation tax payable                                                                   81           115           55 
                                                                                                  575           603          703 
 Non-current liabilities                                                                                                         
 Right of use lease liability                                                                      14            26           24 
 Deferred taxation liabilities                                                                     62            51           62 
                                                                                                   76            77           86 
                                                                                                                                 
 Total liabilities                                                                                651           680          789 
                                                                                                                                 
 Net assets                                                                                     3,619         4,690        3,513 
                                                                                                                                 
                                                                                                                                 
 Capital and reserves attributable to equity holders of the Group                                                                
 Called up share capital                                                                        1,185         1,468        1,468 
 Share premium account                                                                          1,916         1,916        1,916 
 Capital redemption reserve                                                                       426           143          143 
 Merger relief reserve                                                                            134           134          134 
 Treasury shares                                                                                    -         (335)        (645) 
 Retained earnings                                                                               (42)         1,364          497 
                                                                                                                                 
                                                                                                3,619         4,690        3,513 

   

 Group Statement of Changes in Equity                                                                                                                                                       
                                                                                                                                                                                            
                                                              Share Capital  Share Premium  Merger Relief Reserve  Capital Redemption Reserve  Treasury Shares  Retained Earnings Total     
                                                                      £’000          £’000                  £’000                       £’000            £’000              £’000     £’000 
                                                                                                                                                                                            
 Balance at 1 April 2022                                              1,468          1,916                    134                         143            (645)                497     3,513 
 Profit for the period attributable to equity holders                     -              -                      -                           -                -                106       106 
 Cancellation of treasury shares                                      (283)              -                      -                         283              645              (645)         - 
                                                                                                                                                                                            
 Balance at 30 September 2022                                         1,185          1,916                    134                         426                -               (42)     3,619 
                                                                                                                                                                                            
                                                                                                                                                                                            
 Balance at 1 April 2021                                              1,468          1,916                    134                         143                -              1,258     4,919 
 Profit for the period attributable to equity holders                     -              -                      -                           -                -                106       106 
 Purchase of treasury shares                                              -              -                      -                           -            (325)                  -     (325) 
 Cost of share buyback                                                    -              -                      -                           -             (10)                  -      (10) 
                                                                                                                                                                                            
 Balance at 30 September 2021                                         1,468          1,916                    134                         143            (335)              1,364     4,690 
                                                                                                                                                                                            

   

 Group Statement of Cash Flows                                  Six months          Six months         Year 
                                                                     ended               ended        ended 
                                                                30 Sept 22          30 Sept 21    31 Mar 22 
                                                                 Unaudited           Unaudited      Audited 
                                                                     £’000               £’000        £’000 
 Cash flows generated from operating activities                                                             
 Cash generated from operations                                         62                  17          313 
 Tax paid                                                                -                   -         (89) 
 Net cash generated from operating activities                           62                  17          224 
                                                                                                            
 Cash flows used in investing activities                                                                    
 Purchase of property, plant and equipment                             (2)                   -         (22) 
 Disposal of fixed assets                                                -                   -            - 
 Interest received                                                       -                   -            1 
 Net cash used in investing activities                                 (2)                   -         (21) 
                                                                                                            
 Cash flows used in financing activities                                                                    
 Payments on right of use assets                                      (18)                (17)         (16) 
 Share buyback                                                           -               (335)        (645) 
 Dividends paid to Group shareholders                                    -                   -        (130) 
 Net cash used in financing activities                                (18)               (352)        (791) 
                                                                                                            
 Net increase/(decrease) in cash and cash equivalents                   42               (335)        (588) 
 Cash and cash equivalents at beginning of period                      649               1,237        1,237 
 Cash and cash equivalents at end of period                            691                 902          649 
                                                                                                            
                                                                                                            
 Notes to the cash flow statement                                                                           
                                                                                                            
 Cash generated from operations                                                                             
 Operating profit - continuing operations                              132                 133        (578) 
 Depreciation charge                                                    30                  30           59 
 Goodwill impairment                                                     -                   -          793 
 Loss on sale of fixed assets                                            -                   -            2 
 (Increase)/decrease in inventories                                   (20)                   8           74 
 Decrease/(increase) in trade and other receivables                     66                (96)        (136) 
 (Increase)/decrease in trade and other payables                     (146)                (58)           99 
 Cash generated from operations                                         62                  17          313 

Notes to the Interim 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 2022, prepared under IFRS, have been filed with the
Registrar of Companies. The auditor’s report for the 2022 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.

2. Exceptional Administrative Expenses

                                            Six months ended    Six months ended    Year ended 
                                                  30 Sept 22          30 Sept 21     31 Mar 22 
                                                   Unaudited           Unaudited       Audited 
 Impairment of PHSC plc’s investment in                £’000               £’000         £’000 
 Inspection Services (UK) Limited                          -                   -           117 
 B2BSG Solutions Limited                                   -                   -           676 
                                                           -                   -           793 

3. Segmental Reporting

                                                              Six months ended          Six months ended         Year ended     
                                                                    30 Sept 22                30 Sept 21          31 Mar 22     
                                                                     Unaudited                 Unaudited            Audited     
 Revenue                                                                 £’000                     £’000              £’000     
                                                                                                                                
 Security division : B2BSG Solutions Ltd                                   384                       392                749     
                                                                           384                       392                749     
 Health & Safety division                                                                                                       
 Inspection Services (UK) Ltd                                               96                        94                187     
 Personnel Health & Safety Consultants Ltd                                 423                       608              1,283     
 Quality Leisure Management Ltd                                            192                       137                324     
 RSA Environmental Health Ltd                                              175                       131                304     
                                                                           886                       970              2,098     
                                                                                                                                
 Systems division : QCS International Ltd                                  409                       357                724     
                                                                                                                                
 Total revenue                                                           1,679                     1,719              3,571     
                                                                                                                                
                                                                                                                                
 Profit/(loss) after taxation, before management charge                                                                         
                                                                                                                                
 Security division : B2BSG Solutions Ltd                          4                                 (13)                   (55) 
                                                                                                                                
 Health & Safety division                                                                                                       
 Inspection Services (UK) Ltd                                     1                                    6                     10 
 Personnel Health & Safety Consultants Ltd                      102                                  166                    294 
 Quality Leisure Management Ltd                                  56                                   30                     87 
 RSA Environmental Health Ltd                                    25                                   13                     47 
                                                                184                                  215                    438 
                                                                                                                                
 Systems division : QCS International Ltd                       107                                   87                    158 
                                                                                                                                
 Holding company : PHSC plc                                   (189)                                (183)                  (379) 
                                                                                                                                
                                                                106                                  106                    162 
                                                                                                                                
 Goodwill impairment                                              -                                    -                  (793) 
                                                                                                                                
 Total Group profit after taxation                              106                                  106                  (631) 
                                                                                                                                

   

                                             30 Sept 22    30 Sept 21    31 Mar 22 
                                              Unaudited     Unaudited      Audited 
 Total assets                                     £’000         £’000        £’000 
                                                                                   
 Security division : B2BSG Solutions Ltd            178           292          197 
                                                                                   
 Safety division                                                                   
 Inspection Services (UK) Ltd                        97           108          110 
 Personnel Health & Safety Consultants Ltd          289           470          630 
 Quality Leisure Management Ltd                     185           166          226 
 RSA Environmental Health Limited                   619           584          622 
                                                  1,190         1,328        1,588 
                                                                                   
 Systems division : QCS International Ltd           395           337          454 
                                                                                   
 Holding company : PHSC plc                       3,270         4,184        2,826 
                                                                                   
                                                  5,033         6,141        5,065 
                                                                                   
 Adjustment of goodwill                           (765)         (773)        (765) 
 Adjustment of deferred tax                           2             2            2 
                                                                                   
 Total assets                                     4,270         5,370        4,302 

4. Property, plant and equipment

                       30 Sept 22    30 Sept 21    31 Mar 22 
                        Unaudited     Unaudited      Audited 
                            £’000         £’000        £’000 
                                                             
 Cost or valuation                                           
 Brought forward              928           928          928 
 Additions                      2             -           22 
 Disposals                      -             -         (22) 
 Carried forward              930           928          928 
                                                             
 Depreciation                                                
 Brought forward              438           398          398 
 Charge                        30            30           59 
 Disposals                      -             -         (19) 
 Carried forward              468           428          438 
                                                             
 Net book value               462           500          490 

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 22          30 Sept 21     31 Mar 22 
                                                                                          Unaudited           Unaudited       Audited 
                                                                                              £’000               £’000         £’000 
                                                                                                                                      
 Earnings                                                                                                                             
 Continuing activities                                                                          106                 106         (631) 
                                                                                                                                      
 Number of shares                                                                        30 Sept 22          30 Sept 21     31 Mar 22 
                                                                                                                                      
 Weighted average number of shares for the purpose of basic earnings per share           11,847,019          13,646,497    13,250,966 

- ENDS -



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