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 |