PHSC Plc Annual Financial Report

Fecha : 19/08/2019 @ 01:00
Fuente : UK Regulatory (RNS & others)
Emisora : Phsc Plc (PHSC)
Cotización : 8.0  0.0 (0.00%) @ 02:00
Phsc Cotización de acciones Gráfica

PHSC Plc Annual Financial Report

19 August 2019 
                                   PHSC PLC 
                        (the "Company" or the "Group") 
  Final Results for the year ended 31 March 2019 and Notice of Annual General 
Financial Highlights 
*               EBITDA* of GBP0.116m excluding exceptional gain on property sale 
of GBPGBP0.17m, down from GBP0.14m last year 
*               Profit after tax of GBP0.001m compared with a loss of GBP0.16m last 
*               Group revenue of GBP5.2m compared with GBP7.0m last year 
*               Cash reserves of GBP0.64m at year end compared to GBP0.24m last 
*               Write-down of GBP0.20m due to impaired goodwill, the same as last 
*               Group net assets at GBP5.14m after goodwill impairment compared 
to GBP5.29m last year 
*               Profit per share of 0.005p compared to a loss per share of 
1.095p last year 
*               Final dividend of 0.5p proposed, making a total of 1.0p for the 
year, matching the 1.0p paid last year1 
                                                             31.3.19        31.3.18 
                                                                   GBP              GBP 
Profit/(loss) before tax                                      42,494      (145,861) 
Less: interest received                                        (303)            (3) 
Add: interest paid                                             1,514          3,778 
Add: depreciation                                             38,179         34,590 
Add: impairment B2BSG Solutions Limited goodwill             200,000        200,000 
Less: net gain on sale of property                         (166,270)              - 
Add: redundancy costs re closure of Adamson's                                47,000 
Laboratory Services Limited 
Underlying EBITDA*                                           115,614        139,504 
*Underlying EBITDA is calculated as earnings before interest, tax, 
depreciation, impairment charges and non-recurring costs.  This is used by the 
board as a measure of underlying trading and has been provided to assist 
shareholders in understanding the Group's trading activities. 
Operational highlights 
*               Completion of the integration process of the two security 
*               Consolidation of operational sites within the safety division, 
with Northleach office vacated at end of lease. 
*               Refurbishment of existing Cumbernauld premises and additional 
lease taken on adjoining office space. 
*               Disposal of freehold property previously used by discontinued 
asbestos consultancy business. 
Annual General Meeting 
This year's annual general meeting ("AGM") will be held at 10.00am on Monday 30 
September 2019 at The Old Church, 31 Rochester Road, Aylesford, Kent ME20 7PR. 
The report and accounts and notice of the AGM are expected to be posted to 
shareholders on or around 22 August 2019 and will shortly be available to view 
on the Company's website at 
For further information please contact: 
PHSC plc 
Stephen King 
01622 717 700 
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 Limited 
offers innovative security solutions including electronic 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 
Strategic Report 
On behalf of the board, I present my review of the Group's activities and 
performance during the financial year 2018-19, along with some commentary about 
the Group's plans and expectations for 2019-20. 
General business review and outlook 
The Group's revenue profile continues to be dominated by its security business, 
B2BSG Solutions Limited (B2BSG), which was formed at the start of the year by 
the amalgamation of two separate subsidiaries operating in this sector. It 
accounted for approximately 52% of income, with the safety businesses 
contributing a combined 33% and our quality systems subsidiary, QCS 
International Limited (QCS), making up the remaining 17%.  In the prior year 
the split was 60%, 23% and 11% respectively, but based on total Group revenues 
that were around a third higher. This illustrates the effect on the Group of a 
general downturn in the demand for security-related services in the present 
retail environment. 
Despite the recent difficulties at its security business caused by weak demand 
from retailers, the Group's decision to diversify away from core health and 
safety services in 2012 can be shown to have been the right strategy overall. 
The move into quality systems that took place at the same time has reaped 
rewards with QCS accounting for circa GBP0.242m of profit before tax and 
management charges last year. Management's task is to improve the bottom line 
at the security business whilst continuing to develop the full potential of 
During 2018, the national retailer who had been the largest client of B2BSG 
encountered difficulties along with many others with a high street presence, 
and temporarily suspended further investment. This had a severe impact on our 
workload and meant that much of the infrastructure in place to serve the client 
was no longer required, at least until further notice. In response we had no 
alternative but to scale down the operation and this led to some staff cuts and 
other actions with adverse financial consequences. Ultimately in Q4 the client 
was able to secure a company voluntary agreement with its creditors and 
landlords and a slow improvement to the order book has since been observed. 
There is no expectation that it will return to previous levels although the 
board is optimistic that the trend will be upwards. 
Given the reliance upon retail clients and the well-publicised problems across 
this sector, the board decided that it was appropriate to make a provision of GBP 
200,000 against the carrying value of the security business.  Progressively 
during the year we were transferring the contents of the Amesbury warehouse 
into the Finchampstead facility as part of the amalgamation of our security 
businesses that formed B2BSG, and this process identified certain stock 
totalling GBP37,100 that was deemed to be slow-moving or for which there was no 
current client demand. The majority of this stock, whilst written down, remains 
on shelves and available for sale should the opportunity arise. 
The subsidiaries that make up the health and safety division were each net 
contributors to the Group and we continue to have a strong presence in sectors 
such as leisure, education, healthcare and transport. At the end of calendar 
year 2018 our Quality Leisure Management Limited subsidiary vacated its office 
at The Old Police Station in Northleach, Gloucestershire upon expiry of the 
lease and moved to Northamptonshire where it now shares the office space with 
RSA Environmental Health Limited. Space had become available there following 
the closure of our asbestos business which had occupied an area of the 
In last year's report we stated that QCS was proposing to take on additional 
space at the Cumbernauld office park that it occupies.  We negotiated a new 
lease for the existing offices and took on the adjoining offices which had been 
vacant for some time, doubling the space available for the delivery of public 
training courses. An investment approaching GBP50,000 was made to completely 
refurbish both units and now QCS has a modern and spacious facility from which 
to continue developing its offering. 
Our freehold property in Essex, was sold following the closure of our asbestos 
business, and this contributed a net gain of circa GBP166,000.  At the time of 
acquisition in 2005, the Group paid for the property in line with an 
independent market valuation. However, the book value at that time included an 
unrealised gain from when the property was originally purchased some years 
before and on which the former owners had not made a tax provision. The effect 
is that the Group's tax liability on disposal was increased to reflect tax on 
the unrealised gain element as well as the appreciation in value since 2005. 
Net asset value 
As at 31 March 2019, the Group's consolidated net assets stood at GBP5.14m. There 
were 14,677,257 ordinary shares in issue at that date which equates to a net 
asset value per share of 35p. 
We note that the company's ordinary shares continue to trade at a discount to 
the net asset value, which we believe to be a response to the high value of 
goodwill on the balance sheet.  The board reviews the carrying value of 
goodwill each year to ensure that the book value is fairly stated and is within 
a range commensurate with good accounting practice.  As has been noted above, 
we resolved to reduce the carrying value of our retail-dependent security 
businesses by GBP200,000, something that we also did in the previous year, and 
this represents a reduction of approximately 4% in the consolidated net assets 
of the Group.  The board is satisfied that all other goodwill valuations can 
presently be justified. 
The delay in resolving issues surrounding the UK's membership of the European 
Union (EU) continues to create an uncertain environment for many of the Group's 
clients. Many of those organisations we work with are cutting back or delaying 
decisions until the political situation is resolved. In turn, this causes 
constraints on what those organisations are prepared to invest in the services 
and products that we provide.  Whilst we do not generally sell into the EU 
ourselves, there is a direct effect in that all the products supplied by B2BSG 
are sourced abroad. The purchasing power of sterling has deteriorated because 
of political uncertainty and this negatively impacts our margins. Potentially, 
there may be additional costs associated with bringing goods into the UK from 
the EU but these matters are not yet quantifiable.  The prospects for B2BSG are 
therefore hard to predict with any certainty but we are doing all we can to 
contain costs and maximise income and margins. 
We expect continued stability across the safety division where we have a 
particularly loyal client base. We believe the cost base is where it should be, 
and our focus will be on continuing to drive sales. 
With refurbished premises and additional training facilities now in place at 
QCS, we will look to exploit the opportunities that this gives us in terms of 
higher numbers of paying delegates on public courses and the potential to hold 
more than one training event at the same time. 
Trading update 
Unaudited management accounts for the first quarter of 2019-20 indicate that 
Group revenues were GBP1.08m and this generated EBITDA of GBP84,600.  This compares 
with total revenues of GBP1.56m for the first quarter of 2018-19 and EBITDA of GBP 
121,800. Cash at bank on 31 July 2019 was GBP660,700. 
Pre-tax profit/(loss) per subsidiary before Group management charges 
Profits before tax and management charges are reviewed by each subsidiary and 
the board every month to ensure that each subsidiary trades profitably.  To 31 
March 2019, the Group did not adopt a policy of cross-charging between 
subsidiaries with only informal account being taken of significant work done by 
one subsidiary on behalf of another. With consultants increasingly undertaking 
work across a number of subsidiaries, this policy has been changed from 1 April 
2019 to more accurately reflect the profits generated by each subsidiary. 
A review of the activities of each trading subsidiary is provided below.  The 
profit figures stated are before tax, central management charges and impairment 
charges.  The management charges are the individual subsidiary's contribution 
to Group overheads and are not directly attributable costs. 
B2BSG Solutions Limited (B2BSG) 
Note: Figures shown for 2018 are the sum of the former B to B Links Limited and 
SG Systems (UK Limited). 
·           2019: revenues of GBP2,724,000 yielding a loss of GBP137,400 
·           2018: revenues of GBP4,226,300 yielding a loss of GBP17,900 
It is clear from the performance outcome that there was a material reduction in 
revenues in the year, and it was not possible to rapidly restructure the 
business to accommodate this lower revenue. Many cost saving measures have 
progressively been implemented but will take time to have full effect. As 
described in the business review section above, income was reduced due to the 
hiatus in orders from the largest customer, along with depressed sales 
generally across the retail sector. Cost savings will largely accrue through 
closure of the Amesbury offices and warehouse at the end of March 2019, and 
reduced staffing. 
The profit is shown after a non-cash provision has been made of GBP37,068 (2018 - 
GBP45,000) for slow moving stock. 
Inspection Services (UK) Limited (ISL) 
·           2019: revenues of GBP232,600 yielding a profit of GBP43,500 
·           2018: revenues of GBP215,500 yielding a profit of GBP46,300 
There was sales growth of around 8% compared with the previous year but there 
were higher costs and this led to profits dropping overall by 6%.  The profile 
of the business has not changed, with ISL obtaining most work from insurance 
brokers who place inspection business with the company on behalf of their 
clients.  The work consists of statutory examination and inspection of lifting 
plant and equipment, and of pressure systems, along with ancillary equipment. 
Notable contracts during the year included conducting safety reviews of 
numerous pressure systems that form part of coffee machines leased to offices 
across London and the south, and the inspection of roof edge protection systems 
on several buildings for a large housing provider. 
Personnel Health & Safety Consultants Limited (PHSCL) 
·           2019: revenues of GBP657,100 yielding a profit of GBP278,000 
·           2018: revenues of GBP615,700 yielding a profit of GBP240,000 
An increase in revenue of 6% led to a 15% rise in profitability because the 
fixed cost base is relatively stable. As has been mentioned in previous 
reports, this subsidiary is a net provider of consultancy time to others within 
the safety division and hitherto the effect of that utilisation of labour has 
not been reflected in results. This will change next year. 
PHSCL's clients tend to maintain their relationship with the business over many 
years, in particular those using the company's flagship product which is the 
Appointed Safety Advisor Service. 
QCS International Limited (QCS) 
·           2019: revenues of GBP759,500 yielding a profit of GBP242,300 
·           2018: revenues of GBP767,600 yielding a profit of GBP285,200 
QCS continued to perform strongly, consolidating gains made in the previous 
year when there had been significant uplift due to orders relating to changes 
in ISO standards.  Whilst demand for transition to the new quality and 
environmental standards has ended, the company is now experiencing further 
enquiries regarding the brand-new ISO 45001 standard for health and safety. 
Sales in public training and consultancy services for the year remained strong, 
both ahead of revenues for the previous year; these together normally account 
for around 80% of total income.   In-house training sales weakened, and it is 
this area of performance that caused total sales for the year to dip very 
slightly, by around 1% in total. 
In the financial year the company made considerable investment in its training 
facilities allowing an increase in capacity to accommodate more delegates and 
to offer more than one size of training room.  This has been linked to a 
medium-term target to grow sales for public training and to also increase 
profit.  Early indications are that sales are higher, and that delegate 
feedback is positive. 
New services for information security management and training on the associated 
ISO 27001 standard were launched in the year.  This is linked to the company's 
long-term strategy to offer as wide a range of ISO standard support for 
consultancy and training as practicable.  The year also saw QCS deliver work 
for the first time on the ISO 50001 standard for energy management. 
The UK's potential departure from the EU has not yet had an obvious direct 
effect on sales.  A significant proportion of medical device work is associated 
with an ability to offer services linked to EU regulation.  QCS will offer a 
'UK Responsible Person' service in the event of a no deal departure, which may 
present some opportunities with the company acting as a UK address for 
manufacturers of medical devices within the EU.  The weakness of sterling has 
the potential to work in the company's favour in that scenario. 
QCS continues to operate on the secure foundation of repeat business with all 
outsource consultancies renewing contracts during the year and many clients 
continuing to send delegates to courses based on a positive experience of 
course delivery.  Indications are such that current performance is expected to 
Quality Leisure Management Limited (QLM) 
·           2019: revenues of GBP437,600 yielding a profit of GBP106,500 
·           2018: revenues of GBP439,400 yielding a profit of GBP111,900 
Revenue was similar to the prior year although profits were down around 5% in 
line with management expectations.  QLM continued to operate well in key areas 
of income generation including audits, training and accident investigation. 
There was a noticeable trend toward leisure and culture area-specific audits 
that targeted higher risk or specialist areas rather than facility wide 
audits.  There was however significant development which saw quality systems 
consultancy and training bring in revenue of GBP18,000 which was double that 
QLM's value to support service clients is not always reflected in the income 
recorded in this area.  Clients generally appear to be placing greater reliance 
on the QLM team and across a broader range of topics.  Mainly, it would appear, 
as a result of internal efficiency savings and cost cutting exercises. 
Sub-contractor costs were noticeably down at GBP27,000 against budget; better and 
more efficient use of contracted staff prior to using sub-contractors led to 
reduced expenditure in this area. 
Further time and investment will be put into the development of QLM Leisuresafe 
T in 2019-20 as a key income generator as an audit in its own right and as a 
template for bespoke health and safety reviews. 
QLM's focus in the coming year is to ensure that the high levels of client 
retention are maintained, primarily though the quality and diversity of the 
support offered, as well as developing in the broader leisure, culture and 
hospitality industries. 
RSA Environmental Health Limited (RSA) 
·           2019: revenues of GBP404,300 yielding a profit of GBP66,700 
·           2018: revenues of GBP370,400 yielding a profit of GBP75,400 
Revenue for the year was 9% above that generated the previous year mainly due 
to the inclusion of income from the Envex brand that moved to the company upon 
closure of the Group's asbestos subsidiary.  The increase in revenue was 
outstripped by higher costs and this led to a reduction in profits of about 
The past year has seen the activity of the company evolve, with income being 
spread more evenly across the reported revenue streams. Health and safety 
consultancy was particularly strong for the year whereas the other income 
streams were down on forecast and on the previous year. With a limited amount 
of fee earning staff within the company this would be expected as consultancy 
days spent on one revenue stream reduce the time available to spend on the 
RSA's core offering remains the SafetyMARK service, with it still being the 
largest income stream. The year saw a decline in revenue with the market being 
more competitive, schools in both the state and independent sectors seeing 
increases in their cost pressures due to government policy. That caused the 
amount of renewals and new contracts to be down from the previous year. 
Schools report that they still value our services but they are having to 
justify all of their expenditure and in some circumstances may not be able to 
afford them. This area continues to be a focus of activity with more effort 
being made with multi academy trusts. Management will look to improve service 
delivery to make the offering compelling to clients and making it more likely 
they will renew. 
This sector will continue to be difficult to operate in until there is a change 
in government policy that will ease the school funding burden. In addition to 
the above, SafetyMARK operates on a two-year cycle with renewals in 2018-19 
corresponding to contracts gained in 2016-17 which was itself a period when 
fewer new schools were joining. 
The company did sign up two medium sized multi academy trusts towards the end 
of the year, which has generated a tranche of work for the next financial 
year.  Therefore, the company is to continue to focus attention on obtaining 
additional trusts as our marketing strategy for the next financial year. 
The key will now be to ensure that profitability is maximised by using the 
economies of scale afforded by a larger client base, as well as ensuring that 
costs are well controlled and standard fees are reviewed, where appropriate. 
PHSC plc 
·           2019: net loss of GBP523,700 before management charges, exceptional 
costs and dividends received 
·           2018: net loss of GBP521,700 before management charges, exceptional 
costs and dividends received 
The parent company incurs costs on behalf of the Group and does not generate 
any income. The costs incurred by PHSC plc represent the costs of running an 
AIM quoted Group and are generally consistent with the previous year. 
On behalf of the board 
Stephen King, 
Group Chief Executive 
16 August 2019 
Group statement of financial position as at 31 March 2019 
                                                       31.3.19         31.3.18 
                                                             GBP               GBP 
Non-Current Assets 
Property, plant and equipment                       488,585          594,343 
Goodwill                                            3,478,463        3,678,463 
Deferred tax asset                                  17,627           21,105 
                                                    3,984,675        4,293,911 
Current Assets 
Stock                                               316,556          389,034 
Trade and other receivables                         973,130          1,568,625 
Cash and cash equivalents                           642,466          244,290 
                                                    1,932,152        2,201,949 
Total Assets                                        5,916,827        6,495,860 
Current Liabilities 
Trade and other payables                            675,162          1,137,094 
Current corporation tax payable                     54,707           16,230 
                                                    729,869          1,153,324 
Non-Current Liabilities 
Deferred tax liabilities                            46,313           55,818 
                                                    46,313           55,818 
Total Liabilities                                   776,182          1,209,142 
Net Assets                                          5,140,645        5,286,718 
Capital and reserves attributable to equity 
holders of the Group 
Called up share capital                             1,467,726        1,467,726 
Share premium account                               1,916,017        1,916,017 
Capital redemption reserve                          143,628          143,628 
Merger relief reserve                               133,836          133,836 
Retained earnings                                   1,479,438        1,625,511 
                                                    5,140,645        5,286,718 
Group statement of comprehensive income for the year ended 31 March 2019 
                                                    31.3.19           31.3.18 
                                                    GBP                 GBP 
Continuing operations: 
Revenue                                             5,215,341         7,012,864 
Cost of sales                                       (2,719,724)       (3,937,451) 
Gross profit                                        2,495,617         3,075,413 
Administrative expenses                             (2,418,182)       (3,042,499) 
Goodwill impairment                                 (200,000)         (200,000) 
Other income                                        166,270           25,000 
Profit/(loss) from operations                       43,705            (142,086) 
Finance income                                      303               3 
Finance costs                                       (1,514)           (3,778) 
Profit/(loss) before taxation                       42,494            (145,861) 
Corporation tax expense                             (41,795)          (14,836) 
Profit/(Loss) for the year after tax 
attributable to owners 
of the parent                                       699               (160,697) 
Other comprehensive income                          -                 - 
Total comprehensive income attributable 
to owners of 
the parent                                          699               (160,697) 
Basic and diluted Earnings per Share from 
continuing operations                               0.005p            (1.095)p 
Group statement of changes in equity for the year ended 31 March 2019 
                          Share     Share     Merger     Redemption Retained 
                          Capital   Premium   Relief     Reserve    Earnings  Total 
                                    GBP         Reserve    GBP          GBP         GBP 
Balance at 1 April 2017   1,467,726 1,916,017 133,836    143,628   1,859,594 5,520,801 
Loss for year 
attributable to equity    -         -         -          -         (160,697) (160,697) 
Dividends                 -         -         -          -         (73,386)  (73,386) 
Balance at 31 March 2018  1,467,726 1,916,017 133,836    143,628   1,625,511 5,286,718 
Balance at 1 April 2018   1,467,726 1,916,017 133,836    143,628   1,625,511 5,286,718 
Profit for year 
attributable to equity    -         -         -          -         699       699 
Dividends                 -         -         -          -         (146,772) (146,772) 
Balance at 31 March 2019  1,467,726 1,916,017 133,836    143,628   1,479,438 5,140,645 
Group statement of cash flows for the year ended 31 March 2019 
                                                    31.3.19          31.3.18 
                                          Note      GBP                GBP 
Cash flows from operating activities: 
Cash generated from operations              I       325,587          143,360 
Interest paid                                       (1,514)          (3,778) 
Tax paid                                            (9,345)          - 
Net cash generated from operating                   314,728          139,582 
Cash flows from/(used in) investing 
Purchase of property, plant and equipment           (69,578)         (19,358) 
Disposal of fixed assets                            299,495          15,730 
Interest received                                   303              3 
Net cash from/(used in) investing                   230,220          (3,625) 
Cash flows used in financing activities 
Payment of contingent consideration                 -                (25,000) 
Dividends paid to shareholders                      (146,772)        (73,386) 
Net cash used in financing activities               (146,772)        (98,386) 
Net increase in cash and cash equivalents           398,176          37,571 
Cash and cash equivalents at beginning of           244,290          206,719 
Cash and cash equivalents at end of year            642,466          244,290 
I. Cash generated from operations 
                                                    31.3.19          31.3.18 
                                                    GBP                GBP 
Operating profit/(loss) - continuing                43,705           (142,086) 
Depreciation charge                                 38,179           34,590 
Goodwill impairment                                 200,000          200,000 
(Profit)/loss on sale of fixed assets               (162,338)        919 
Decrease in stock                                   72,478           98,333 
Decrease/(increase) in trade and other              595,495          (121,132) 
(Decrease)/increase trade and other                 (461,932)        72,736 
Cash generated from operations                      325,587          143,360 
Notes to the results announcement of PHSC plc 
The financial information set out above does not constitute the Group's 
financial statements for the years ended 31 March 2019 or 31 March 2018, but is 
derived from those financial statements.  Statutory financial statements for 
2018 have been delivered to the Registrar of Companies and those for 2019 have 
been approved by the board and will be delivered after dispatch to 
shareholders.  The auditors have reported on the 2018 and 2019 financial 
statements which carried an unqualified audit report, did not include a 
reference to any matters to which the auditor drew attention by way of emphasis 
and did not contain a statement under section 498(2) or 498(3) of the Companies 
Act 2006. 
While the financial information included in this announcement has been computed 
in accordance with International Financial Reporting Standards (IFRS), this 
announcement does not in itself contain sufficient information to comply with 
IFRS.  The accounting policies used in preparation of this announcement are 
consistent with those in the full financial statements that have yet to be 
An interim dividend of GBP73,386 representing 0.5p per ordinary share was paid in 
February 2019 in respect of the year ended 31 March 2019. The Board is 
proposing a final dividend of GBP73,386, to be paid in October 2019, making a 
total dividend for the year of 1.0p. 

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