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REG-PHSC Plc: Interim Results

24 November 2020

PHSC PLC

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

Unaudited Interim Results for the six months ended 30 September 2020

GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT

Financial Highlights

·          Group revenue for first half of £1.377m, down from
£2.234m last year.

·          EBITDA of £182k, compared with £175k at the halfway
stage last year.

·          Earnings per share of 0.83p compared with 1.01p last
year. 

·          Cash of £1.0m compared with £756k as at 31 March 2020.

·          Net asset value (unaudited) of £5.1m compared to £5.0m
as 31 March 2020.

·          Net asset value (unaudited) per share of 34.8p compared
to a current share price of 12.0p.

·          Interim dividend declared of 0.5p per ordinary share.

Operational Highlights and Business Outlook

The first half of the year has been dominated by the effects of COVID-19 and
this has led to a marked downturn in demand for the majority of our services,
with the exception of Personnel Health & Safety Consultants Limited, whose
core business has continued to provide clients with COVID-19 risk assessments
and support.

The improved EBITDA would not have been achieved without considerable support
through the Coronavirus Job Retention Scheme (CJRS) and local authority grants
of, in aggregate, £316k.  However, the Group has not needed to make use of
repayable financial support such as Government-backed loans and has not called
upon our £50,000 facility with HSBC, which was renewed in October 2020.

Our security company, B2BSG Solutions Limited, was badly hit by the enforced
closure of non-essential retail premises for much of the period, and the far
lower demand once shops were gradually allowed to reopen.  Several retail
clients have reduced the size of their estates, leading to reduced order
quantities for our security products.  Some national chains who we work with
are in severe financial difficulty and we expect that this may impact our
ability to recover debts.  We have therefore made an initial provision of
£10,000 in anticipation of losses due to customer default.  The extent to
which the business can recover will depend largely on when and whether the
high street is able to improve its fortunes following the easing of
restrictions following the second lockdown.  On a positive note, the losses
for the period were reduced substantially when compared to last year, albeit
this was heavily supported by the CJRS and grant funding.

Demand for consultancy and training through our QCS International Limited
subsidiary, which is based in Scotland, was negatively impacted, with both
revenues and profits reducing by more than a half.  Training income was worst
hit, with income of approximately £40,000 compared with £180,000 at the
half-way stage last year.  Demand for consultancy support held up better than
expected.  We expect that many clients will look to reinstate deferred
training courses as soon as it is deemed safe and legal to do so, as
determined by Scottish legislation.

There have been mixed fortunes in the Safety Division, with Quality Leisure
Management Limited the worst affected.  The overwhelming majority of clients
are leisure centres, and this sector was ordered to completely close for most
of the period.  Funding of these establishments has been severely curtailed.
 Whilst we have been called up to support some clients who use retainer
services, the need for additional paid for services has been negligible.

Inspection Services (UK) limited has been largely unaffected by the pandemic
and the half-year is generally in line with expectations.

RSA Environmental Health Limited, via its SafetyMARK branding, predominantly
works in the school sector.  With schools closed (other than for limited
exceptions) in the first wave of the pandemic, training and consultancy
requirements were minimal.  With schools reopening we anticipate a gradual
improvement in activity.  A positive point has been our ability to adapt and
deliver accredited training remotely and this is an income stream that we will
work to enlarge in the months ahead.

Personnel Health & Safety Consultants Limited enjoyed additional demand for
its services, notably those related to assisting clients achieve COVID secure
workplaces.  Our fee-earning staff who were initially furloughed under the
CJRS have been fully productive since early summer, when the restrictions from
the first lockdown were eased, and are generally expected to be busy through
to the end of the calendar year.  We have sought to position ourselves in the
marketplace as the “go to” health and safety consultancy for COVID-19
support and this has resulted in enquiries being at record levels.  This has
resulted in several organisations using us for the first time and we will look
to capitalise on these new relationships going forward.

Dividend

The Board is mindful of the fact that the Group has enjoyed considerable
support from the CJRS together with associated grant funding and that careful
thought should be given as to whether a distribution is appropriate in these
circumstances.  However, we are aware that many of our shareholders have
invested for the historically high yield that our dividend policy has offered
and during these times we have continued to manage our business carefully.
 The Board is therefore satisfied that a distribution from retained earnings
is reasonable and that this would not materially compromise our cash
position.  Accordingly, the Board declares an interim dividend of 0.5p per
ordinary share, to be paid on 26 February 2021 to those on the register of
members on 4 January 2021.

The recommendation by the Board of any final dividend for the current
financial year will be subject to the Group’s full year performance and the
outlook at that time.

Cash Flow

Cash at bank on 30 September 2020 stood at £1.0m compared to £756k as at 31
March 2020.

Other than in the normal course of business and the proposed and any future
dividends that might be declared, the Board does not currently anticipate
there being any additional calls on the Company’s cash.

Performance by Trading Subsidiaries

Profit/loss figures for individual subsidiaries are stated after government
grants, which includes the CJRS, but before tax and inter-company charges
(including the costs of operating the plc which are recovered through
management charges to, and dividends from, trading subsidiaries), interest
paid and received, depreciation and amortisation.

Personnel Health and Safety Consultants Limited

Invoiced sales of £381,531 yielding a profit of £223,591 (the figures for
the same period last year were £366,657 and £139,470).

RSA Environmental Health Limited

Invoiced sales of £100,123 resulting in a profit of £30,686 (the figures for
the same period last year were £207,524 and £50,488).

Quality Leisure Management Limited

Invoiced sales of £90,369 resulting in a profit of £40,342 (the figures for
the same period last year were £194,295 and £58,544).

QCS International Limited

Invoiced sales of £196,533 yielding a profit of £46,705 (the figures for the
same period last year were £397,832 and £142,102).

Inspection Services (UK) Limited

Invoiced sales of £113,807 yielding a profit of £25,471 (the figures for the
same period last year were £132,613 and £35,860).

B2BSG Solutions Limited

Invoiced sales of £495,228 resulting in a loss of £4,394 (the figures for
the same period last year were £935,356 and £56,558 loss).

For further information please contact:

PHSC plc

Stephen
King                                                               
01622 717 700

Stephen.king@phsc.co.uk

www.phsc.plc.uk

Strand Hanson Limited (Nominated Adviser)             020 7409
3494

Richard Tulloch / James Bellman

Novum Securities Limited
(Broker)                             020 7399 9427

Colin Rowbury

About PHSC

PHSC plc, 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. B2BSG
Solutions Ltd offer 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 Regulations
(EU) No. 596/2014 (“MAR”).

 Group Statement of Comprehensive Income                                                                                                                                                                                          Six months ended             Six months ended              Year ended    
                                                                                                                                                                                                                                        30 Sept 20                   30 Sept 19               31 Mar 20    
                                                                                                                                                                                                     Note                                Unaudited                    Unaudited                 Audited    
                                                                                                                                                                                                                                             £’000                        £’000                   £’000    
 Continuing operations                                                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                                                                                           
 Revenue                                                                                                                                                                                                3                                    1,377                        2,234                   4,438    
                                                                                                                                                                                                                                                                                                           
 Cost of sales                                                                                                                                                                                                                               (767)                      (1,101)                 (2,252)    
                                                                                                                                                                                                                                                                                                           
 Gross profit                                                                                                                                                                                                                                  610                        1,133                   2,186    
                                                                                                                                                                                                                                                                                                           
 Administrative expenses                                                                                                                                                                                                                     (775)                        (979)                 (1,983)    
 Goodwill impairment                                                                                                                                                                                    2                                        -                            -                   (200)    
                                                                                                                                                                                                                                                                                                           
 Government grants                                                                                                                                                                                                                             316                            -                       -    
                                                                                                                                                                                                                                                                                                           
 Profit from operations                                                                                                                                                                                                                        151                          154                       3    
                                                                                                                                                                                                                                                                                                           
 Finance income                                                                                                                                                                                                                                  1                            1                       2    
                                                                                                                                                                                                                                                                                                           
 Profit before taxation                                                                                                                                                                                                                        152                          155                       5    
                                                                                                                                                                                                                                                                                                           
 Corporation tax expense                                                                                                                                                                                                                      (31)                          (7)                    (21)    
                                                                                                                                                                                                                                                                                                           
 Profit/(loss) for the period after tax attributable                                                                                                                                                                                                                                                       
 to owners of parent                                                                                                                                                                                    3                                      121                          148                    (16)    
                                                                                                                                                                                                                                                                                                           
 Total comprehensive income attributable to owners of the parent                                                                                                                                                                    121                          148                       (16)            
                                                                                                                                                                                                                                                                                                           
 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                                    0.83p                        1.01p                 (0.11)p    
                                                                                                                                                                                                                                                                                                           

   

 Group Statement of Financial Position                                30 Sept 20    30 Sept 19    31 Mar 20 
                                                                       Unaudited     Unaudited      Audited 
                                                              Note         £’000         £’000        £’000 
 Non-current assets                                                                                         
 Property, plant and equipment                                   4           565           561          593 
 Goodwill                                                                  3,278         3,478        3,278 
 Deferred tax asset                                                           20            18           20 
                                                                           3,863         4,057        3,891 
 Current assets                                                                                             
 Inventories                                                                 263           307          264 
 Trade and other receivables                                                 753         1,069          886 
 Cash and cash equivalents                                                 1,003           688          756 
                                                                           2,019         2,064        1,906 
                                                                                                            
 Total assets                                                    3         5,882         6,121        5,797 
                                                                                                            
 Current liabilities                                                                                        
 Trade and other payables                                                    571           647          623 
 Right of use lease liability                                                 34            23           34 
 Current corporation tax payable                                              71            62           40 
                                                                             676           732          697 
 Non-current liabilities                                                                                    
 Right of use lease liability                                                 54            54           70 
 Deferred taxation liabilities                                                52            46           51 
                                                                             106           100          121 
                                                                                                            
 Total liabilities                                                           782           832          818 
                                                                                                            
 Net assets                                                                5,100         5,289        4,979 
                                                                                                            
 Capital and reserves attributable to equity                                                                
 holders of the Group                                                                                       
 Called up share capital                                                   1,468         1,468        1,468 
 Share premium account                                                     1,916         1,916        1,916 
 Capital redemption reserve                                                  144           144          144 
 Merger relief reserve                                                       134           134          134 
 Retained earnings                                                         1,438         1,627        1,317 
                                                                                                            
                                                                           5,100         5,289        4,979 

   

 Group Statement of Changes in Equity                                                                                                                                      
                                                                                                                                                                           
                                                              Share Capital  Share Premium  Capital Redemption Reserve  Merger Relief Reserve  Retained Earnings Total     
                                                                      £’000          £’000                       £’000                  £’000              £’000     £’000 
                                                                                                                                                                           
 Balance at 1 April 2020                                              1,468          1,916                         144                    134              1,317     4,979 
 Profit for the period attributable to equity holders                     -              -                           -                      -                121       121 
                                                                                                                                                                           
 Balance at 30 September 2020                                         1,468          1,916                         144                    134              1,438     5,100 
                                                                                                                                                                           
                                                                                                                                                                           
 Balance at 1 April 2019                                              1,468          1,916                         144                    134              1,479     5,141 
 Profit for the period attributable to equity holders                     -              -                           -                      -                148       148 
                                                                                                                                                                           
 Balance at 30 September 2019                                         1,468          1,916                         144                    134              1,627     5,289 
                                                                                                                                                                           

   

 Group Statement of Cash Flows                                Six months          Six months         Year 
                                                                   ended               ended        ended 
                                                              30 Sept 20          30 Sept 19    31 Mar 20 
                                                               Unaudited           Unaudited      Audited 
                                                                   £’000               £’000        £’000 
 Cash flows generated from operating activities                                                           
 Cash generated from operations                                      264                  57          347 
 Tax paid                                                              -                   -         (32) 
 Net cash generated from operating activities                        264                  57          315 
                                                                                                          
 Cash flows used in investing activities                                                                  
 Purchase of property, plant and equipment                           (2)                (14)         (39) 
 Disposal of fixed assets                                              -                   2            2 
 Interest received                                                     1                   1            2 
 Net cash used in investing activities                               (1)                (11)         (35) 
                                                                                                          
 Cash flows used in financing activities                                                                  
 Payments on right of use assets                                    (16)                             (19) 
 Dividends paid to group shareholders                                  -                   -        (147) 
 Net cash used in financing activities                              (16)                   -        (166) 
                                                                                                          
 Net increase in cash and cash equivalents                           247                  46          114 
 Cash and cash equivalents at beginning of period                    756                 642          642 
 Cash and cash equivalents at end of period                        1,003                 688          756 
                                                                                                          
                                                                                                          
 Notes to the cash flow statement                                                                         
                                                                                                          
 Cash generated from operations                                                                           
 Operating profit - continuing operations                            151                 154            3 
 Depreciation charge                                                  30                  21           52 
 Goodwill impairment                                                   -                   -          200 
 Loss on sale of fixed assets                                          -                   3            5 
 Decrease in inventories                                               1                  10           52 
 Decrease/(increase) in trade and other receivables                  133                (96)           87 
 Decrease in trade and other payables                               (51)                (35)         (52) 
 Cash generated from operations                                      264                  57          347 

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 report, 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 2020, prepared under IFRS have been filed with the
Registrar of Companies.  The auditor’s report for the 2020 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
there have been losses in certain subsidiaries in the interim period, the
Group’s performance against the background of COVID-19 has been better than
was envisaged when the final results were published in August 2020.  The
longer-term outlook presently remains stable and an impairment charge in these
interim accounts 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 and
other COVID-19 related business grants.  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 20          30 Sept 19     31 Mar 20 
                                                                           Unaudited           Unaudited       Audited 
                                                                               £’000               £’000         £’000 
 Impairment of PHSC plc’s investment in B2BSG Solutions Limited                    -                   -           200 

3.      Segmental Reporting

                                                              Six months ended          Six months ended         Year ended     
                                                                    30 Sept 20                30 Sept 19          31 Mar 20     
                                                                     Unaudited                 Unaudited            Audited     
 Revenue                                                                 £’000                     £’000              £’000     
                                                                                                                                
 Security division : B2BSG Solutions Ltd                                   495                       935              1,915     
                                                                           495                       935              1,915     
 Health & safety division                                                                                                       
 Inspection Services (UK) Ltd                                              114                       133                231     
 Personnel Health & Safety Consultants Ltd                                 382                       367                764     
 Quality Leisure Management Ltd                                             90                       194                353     
 RSA Environmental Health Ltd                                              100                       207                418     
                                                                           686                       901              1,766     
                                                                                                                                
 Systems division: QCS International Ltd                                   196                       398                757     
                                                                                                                                
 Total revenue                                                           1,377                     2,234              4,438     
                                                                                                                                
                                                                                                                                
 Profit/(loss) after taxation, before management charge                                                                         
                                                                                                                                
 Security division: B2BSG Solutions Ltd                         (1)                                 (42)                   (61) 
                                                                                                                                
 Health & safety division                                                                                                       
 Inspection Services (UK) Ltd                                    18                                   30                     33 
 Personnel Health & Safety Consultants Ltd                      183                                  137                    251 
 Quality Leisure Management Ltd                                  33                                   49                     66 
 RSA Environmental Health Ltd                                    25                                   43                     72 
                                                                259                                  259                    422 
                                                                                                                                
 Systems division: QCS International Ltd                         33                                  115                    184 
                                                                                                                                
 Holding company: PHSC plc                                    (170)                                (184)                  (361) 
                                                                                                                                
                                                                121                                  148                    184 
                                                                                                                                
 Goodwill impairment                                              -                                    -                  (200) 
                                                                                                                                
 Total Group profit/(loss) after taxation                       121                                  148                   (16) 
                                                                                                                                

   

                                             30 Sept 20    30 Sept 19    31 Mar 20 
                                              Unaudited     Unaudited      Audited 
 Total assets                                     £’000         £’000        £’000 
                                                                                   
 Security division: B2BSG Solutions Ltd             411           602          429 
                                                                                   
 Safety division                                                                   
 Inspection Services (UK) Ltd                       176           218          166 
 Personnel Health & Safety Consultants Ltd          581         1,057          413 
 Quality Leisure Management Ltd                     210           320          220 
 RSA Environmental Health Limited                   637           684          631 
                                                  1,604         2,279        1,430 
                                                                                   
 Systems division: QCS International Ltd            320           765          320 
                                                                                   
 Holding company: PHSC plc                        4,322         3,249        4,375 
                                                                                   
                                                  6,657         6,895        6,554 
                                                                                   
 Adjustment of goodwill                           (775)         (774)        (757) 
                                                                                   
 Total assets                                     5,882         6,121        5,797 

4.      Property, plant and equipment

                       30 Sept 20    30 Sept 19    31 Mar 20 
                        Unaudited     Unaudited      Audited 
                            £’000         £’000        £’000 
                                                             
 Cost or valuation                                           
 Brought forward              949           907          822 
 Additions                      2            14          163 
 Disposals                      -          (37)         (36) 
 Carried forward              951           884          949 
                                                             
 Depreciation                                                
 Brought forward              356           334          334 
 Charge                        30            21           52 
 Disposals                      -          (32)         (30) 
 Carried forward              386           323          356 
                                                             
 Net book value               565           561          593 

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 20          30 Sept 19     31 Mar 20 
                                                                                          Unaudited           Unaudited       Audited 
                                                                                              £’000               £’000         £’000 
                                                                                                                                      
 Earnings                                                                                                                             
 Continuing activities                                                                          121                 148          (16) 
                                                                                                                                      
 Number of shares                                                                        30 Sept 20          30 Sept 19     31 Mar 20 
                                                                                                                                      
 Weighted average number of shares for the purpose of basic earnings per share           14,667,257          14,667,257    14,667,257 



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