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Half-year Report

5 Dec 2018 07:00

PHSC Plc - Half-year Report

PHSC Plc - Half-year Report

PR Newswire

London, December 4

5 December 2018

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

Unaudited Interim Results for the six months ended 30 September 2018

GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT

Financial Highlights

Group turnover for first half of £2.897m, down from £3.720m last year EBITDA of £285k (inclusive of gain on disposal of property of £150k) compared with £197k profit at the half way stage last year Earnings per share of 1.47p compared with 1.08p last year Cash of £583k compared with £129k last year Net asset value (unaudited) of £5.503m Pro-forma net asset value (unaudited) per share of 37.5p compared to a current share price (mid) of 12.25p Interim dividend declared of 0.5p per ordinary share

Operational Highlights

Acceleration of plans to bring the Group’s security businesses under one roof Disposal of the property formerly used by Adamson’s Laboratory Services Limited (ALS), the Group’s asbestos subsidiary which was discontinued in March 2018 generating a gain of £150k Investment in extended training area and office facilities for QCS International Limited (QCS) Two leased premises to be vacated in Q3/Q4 resulting in ongoing cost savings

Business overview

The Group achieved revenues of £2.897m in the first half, compared to £3.720m last year. The decrease in revenues relates mainly to a reduction in revenues from the Group’s security division, as detailed below, and no revenues being generated during the period from ALS, the Group’s asbestos management business which ceased in March 2018 and which had revenues of £0.382m last year.

Having ceased its asbestos management activities, the Group disposed of its associated property in Essex for £305,000, as announced on 28 September 2018. The book value at that date was approximately £133,000 representing a gain of approximately £166,000 after sale fees and legal costs. Charges have been incurred for ending services and leasing equipment agreements associated with the property, and disposal of contents, resulting in an overall positive contribution of approximately £150,000.

EBITDA, without the benefit of this gain, would have been £119,000 over the period, a reduction of £78,000 on last year. The main variance relates to reduced revenues and profits at our security division, which has been impacted by reduced orders from its largest client whilst that client re-evaluates its own strategy. A breakdown of revenues and EBITDA by subsidiary is given below.

At the start of the current financial year, we merged the Group’s security businesses, B to B Links Limited (B to B) and SG Systems (UK) Limited (SG), into a single corporate entity, B2BSG Systems Limited. As the year has progressed, we have been taking steps to fully integrate both parts of the business. This involves streamlining the office and accounting functions, creating a single sales team and having a combined engineering department responsible for installations and servicing. These operations will be managed from the Finchampstead, Berkshire premises, and we have given notice to terminate our lease at the Amesbury, Wiltshire office and warehouse formerly used by SG. In the short term, this amalgamation and streamlining process will involve some costs but longer term will give the business a lower overhead.

The lease on the office used by Quality Leisure Management Limited (QLM) in Northleach expires on 31 December 2018. QLM will relocate to Raunds, Northamptonshire, where it will share Group-owned premises currently occupied by another subsidiary, RSA Environmental Health Limited (RSA). This will lead to lower fixed costs going forward though there will be certain relocation and redundancy expenses borne in Q3.

Our Scottish subsidiary, QCS, has taken on additional premises adjacent to its existing unit, which has also had its lease renewed. We have invested approximately £50,000 in refurnishing and modernising both units to improve and expand the training facility, so that larger numbers of delegates can attend courses where appropriate. A secondary training area has also been created, providing the ability to run more than one course at the same time.

The Group continues to suffer from a general inertia and level of uncertainty in its client base ahead of clarification on the implications and impacts of Brexit. As we have repeatedly reported, the weakness of Sterling impacts particularly on our security business, which relies upon imported equipment purchased in US Dollars and Euros.

Outlook

The majority of the Group’s revenues arise from its security division and this is heavily weighted towards the retail sector. Our security business is highly regarded within the retail sector and recently won the Highly Commended Award in the “Vendor of the Year” category at the Retail Risk Fraud Awards. We are well-placed to deliver security solutions to the sector and have a number of key partnerships with national accounts.

Trials and tribulations on the high street are well publicised and we are not insulated from this. Until retailers have emerged from the Christmas period they are unlikely to consider meaningful investment in their stores, partly because of financial uncertainties but also because they do not want work going on in store during the peak period. This means we always see a tail-off in activity as we approach the festive period and as a result of the general weakness in the sector, we have reduced visibility for the start of calendar year 2019.

Our health and safety businesses are all trading profitably and we expect this to continue for the second half of the financial year. Levels of contract renewal at QLM, Inspection Services (UK) Limited and Personnel Health and Safety Consultants Limited remain high. The main activity of RSA continues to be the delivery of safety-rated training and advice to the education sector and the subsidiary intends to refresh its offering over the coming months.

With the new investment in QCS’s premises and management’s steps to improve and expand the range of courses that they offer, we are confident of seeing improved results going forward. QCS, which delivers training and consultancy in management and quality systems, is recognised as a leader in its field.

Dividend

In view of the gain arising from the sale of the property relating to the discounted asbestos operations and the resulting strengthening of our balance sheet, the board has decided to declare an interim dividend of 0.5p per ordinary share, to be paid on 28 February 2019 to those on the register of members on 4 January 2019.

The recommendation by the board of any final dividend for the current financial year will be subject to the Group’s full year performance.

Cash Flow

Cash at bank on 30 September 2018 stood at £583k compared with £129k at the same time last year.

Given our improved cash position, we have reduced our (currently unused) banking facility from £300,000 to £150,000, as we see this as being adequate for our foreseeable needs and results in a lower facilitation fee.

Other than in the normal course of business, the board does not currently anticipate there being any additional calls on the Company’s cash.

Performance by Trading Subsidiaries

Profit/loss figures for each of the Group’s subsidiaries are stated before tax and inter-company charges (including the costs of operating the plc which are recovered through management charges to trading subsidiaries), interest paid and received, depreciation and amortisation.

Inspection Services (UK) Limited

Invoiced sales of £108,600 yielding a profit of £19,100 (the figures for the same period last year were £108,700 and £25,200).

Personnel Health and Safety Consultants Limited

Invoiced sales of £311,100 yielding a profit of £123,800 (the figures for the same period last year were £317,600 and £123,900).

RSA Environmental Health Limited

Invoiced sales of £190,600 resulting in a profit of £27,500 (the figures for the same period last year were £174,600 and £20,900).

Quality Leisure Management Limited

Invoiced sales of £218,300 resulting in a profit of £47,000 (the figures for the same period last year were £203,000 and £52,300).

QCS International Limited

Invoiced sales of £363,500 yielding a profit of £111,300 (the figures for the same period last year were £372,100 and £145,900).

B2BSG Solutions Limited

Invoiced sales of £1,705,100 yielding a profit of £65,300 (the combined figures across B to B and SG over the same period last year were £2,260,500 and £189,100).

For further information please contact:

PHSC plcStephen King 01622 717 700Stephen.king@phsc.co.ukwww.phsc.plc.uk

Strand Hanson Limited (Nominated Adviser) 020 7409 3494Richard Tulloch/Frederick Twist

Novum Securities Limited (Broker) 020 7399 9427Colin 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 Systems 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.

 

Group Statement of Comprehensive Income Six months ended Six months endedYear ended
30 Sept 1830 Sept 1731 Mar 18
NoteUnauditedUnauditedAudited
£'000£'000£'000
Continuing operations
Revenue32,8973,7207,013
Cost of sales(1,494)(1,994)(3,938)
Gross profit1,4031,7263,075
Administrative expenses(1,298)(1,546)(3,042)
Goodwill impairment2--(200)
Other income--25
Profit on disposal of fixed assets166--
Profit/(loss) from operations271180(142)
Finance costs(1)(2)(4)
Profit/(loss) before taxation270178(146)
Corporation tax expense(54)(19)(15)
Profit/(loss) for the period after tax attributable
to owners of parent3216159(161)
Total comprehensive income attributable to owners of the parent 216159(161)
Basic and diluted Earnings per Share for profit/(loss) after tax from continuing operations attributable to the equity holders of the Group during the period51.47p1.08p(1.09p)

Group Statement of Financial Position30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
Note£'000£'000£'000
Non-current assets
Property, plant and equipment4453620594
Goodwill3,6783,8783,678
Deferred tax asset222222
4,1534,5204,294
Current assets
Inventories379492389
Trade and other receivables1,4041,8801,569
Cash and cash equivalents583129244
2,3662,5012,202
Total assets36,5197,0216,496
Current liabilities
Trade and other payables8891,2391,137
Current corporation tax payable711916
Contingent consideration-25-
9601,2831,153
Non-current liabilities
Deferred taxation liabilities565856
565856
Total liabilities1,0161,3411,209
Net assets5,5035,6805,287
Capital and reserves attributable to equity
holders of the Group
Called up share capital1,4681,4681,468
Share premium account1,9161,9161,916
Capital redemption reserve144144144
Merger relief reserve134134134
Retained earnings1,8412,0181,625
5,5035,6805,287

Group Statement of Changes in Equity
Share CapitalShare PremiumCapital Redemption ReserveMerger Relief ReserveRetained Earnings Total
£'000£'000£'000£’000£'000£'000
Balance at 1 April 20181,4681,9161441341,6255,287
Profit for the period attributable to equity holders----216216
Balance at 30 September 20181,4681,9161441341,8415,503
Balance at 1 April 20171,4681,9161441341,8595,521
Profit for the period attributable to equity holders----159159
Balance at 30 September 20171,4681,9161441342,0185,680

Group Statement of Cash Flows Six months Six monthsYear
endedendedended
30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
£'000£'000£'000
Cash flows generated from/(used by) operating activities
Cash generated from/(used by) operations48(66)143
Interest paid(1)(2)(4)
Tax paid---
Net cash generated from/(used by) operating activities47(68)139
Cash flows from/(used in) investing activities
Purchase of property, plant and equipment(8)(10)(19)
Disposal of fixed assets (net of disposal costs)300-15
Net cash from/(used in) investing activities292(10)(4)
Cash flows used in financing activities
Payment of contingent consideration--(25)
Dividends paid to group shareholders--(73)
Net cash used in financing activities--(98)
Net increase/(decrease) in cash and cash equivalents339(78)37
Cash and cash equivalents at beginning of period244207207
Cash and cash equivalents at end of period583129244
Notes to the cash flow statement
Cash generated from/(used by) operations
Operating profit/(loss) - continuing operations271180(142)
Depreciation charge131634
Goodwill impairment--200
Profit on sale of property(166)--
Loss on sale of other fixed assets3-1
Decrease/(increase) in inventories10(4)98
Decrease/(increase) in trade and other receivables165(433)(121)
(Decrease)/increase in trade and other payables(248)17573
Cash (used by)/generated from operations48(66)143

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 2018, prepared under IFRS have been filed with the Registrar of Companies. The auditors’ report for the 2017 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. 

New IFRS standards and interpretations not adopted

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not been adopted by the European Union. IFRS 16 may have an impact on the measurement and treatment of operating leases and the related disclosures. As at 31 March 2018 the estimated impact of the transition to IFRS 16 would be to increase tangible fixed assets and liabilities by approximately £52,000. The impact on the statement of comprehensive income is not expected to be material to the financial statements. IFRS 9 is not expected to have a material impact on the financial statements of the group entities.

The information presented within these interim financial statements is in compliance with IAS 34 “Interim Financial Reporting”. This requires the use of certain accounting estimates and requires that management exercise judgement in the process of applying the Group's accounting policies. The areas involving a high degree of judgement or complexity, or areas where the assumptions and estimates are significant to the interim financial statements are disclosed below:

Impairment of goodwill

The Board has considered the carrying value of goodwill and although there have been losses in certain subsidiaries in the interim period the longer term outlook remains stable and an impairment charge in these interim accounts is not therefore considered necessary and will be reassessed at the year end.

2. Exceptional Administrative Expenses

30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
£'000£'000£'000
Impairment of PHSC plc’s investment in B2B Links Limited--200

3. Segmental Reporting

30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
Revenue£’000£’000£’000
Security division
B to B Links Ltd-1,5222,777
SG Systems (UK) Ltd-7381,449
B2BSG Solutions Ltd1,705--
1,7052,2604,226
Health & safety division
Inspection Services Ltd109109216
Personnel Health & Safety Consultants Ltd311318616
Quality Leisure Management Ltd218203439
RSA Environmental Health Ltd191175370
8298051,641
Quality systems division:  QCS International Ltd363372768
Discontinued: Adamson’s Laboratory Services Ltd-283378
Total revenue2,8973,7207,013

30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
Profit/(loss) after taxation, before management charge£’000£’000£’000
Security division
B to B Links Ltd-16678
SG Systems (UK) Ltd-(21)(96)
B2BSG Solutions Ltd62--
62145(18)
Health & safety division
Inspection Services Ltd172246
Personnel Health & Safety Consultants Ltd114114240
Quality Leisure Management Ltd4145112
RSA Environmental Health Ltd262175
198202473
Quality systems division: QCS International Ltd100122268
Discontinued: Adamson’s Laboratory Services Ltd-(75)(163)
Holding company: PHSC plc(156)(257)(522)
20413738
Taxation adjustment (group loss relief and deferred tax)12221
Goodwill impairment--(200)
Total Profit/(loss) after taxation, before management charge216159(161)

30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
Total assets£’000£’000£’000
Security division
B to B Links Ltd-1,3851,233
SG Systems (UK) Ltd-346155
B2BSG Systems Ltd1,112--
1,1121,7311,388
Safety division
Inspection Services Ltd233196177
Personnel Health & Safety Consultants Ltd689776780
Quality Leisure Management Ltd258250309
RSA Environmental Health Limited619589663
1,7991,8111,929
Quality division: QCS International Ltd568539677
Discontinued: Adamson’s Laboratory Services Ltd1827185
Holding company: PHSC plc4,1464,0053,586
7,6438,3577,665
Adjustment of goodwill(1,124)(1,336)(1,169)
Total assets6,5197,0216,496

4. Property, plant and equipment

30 Sept 1830 Sept 1731 Mar 18
UnauditedUnauditedAudited
£'000£'000£'000
Cost or valuation
Brought forward9341,0661,066
Additions81019
Disposals(163)(7)(151)
Carried forward7791,069934
Depreciation
Brought forward340440440
Charge131634
Disposals(27)(7)(134)
Carried forward326449340
Net book value453620594

5. Earnings per share

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

30 Sept 1830 Sept 1731 Mar 18
£'000£'000£'000
UnauditedUnaudited
Earnings
Continuing activities216159(161)
Number of shares30 Sept 1830 Sept 1731 Mar 18
Weighted average number of shares for the purpose of basic earnings per share14,677,25714,677,25714,677,257
Date   Source Headline
12th Apr 20244:05 pmPRNUpdate re: Director's Shareholding
3rd Apr 20244:50 pmPRNHolding(s) in Company
2nd Apr 202411:51 amPRNReplacement RNS: Transaction in Own Shares and Completion of Buyback Programme
2nd Apr 20247:00 amPRNTransaction in Own Shares and Completion of Buyback Programme
28th Mar 20247:00 amPRNTransaction in Own Shares
19th Mar 20247:00 amPRNCommencement of Further Share Buyback Programme
29th Nov 20232:26 pmPRNDirector Dealing
16th Nov 20237:00 amPRNHalf-year Report
29th Sep 20233:45 pmPRNCancellation of Treasury Shares
28th Sep 20236:14 pmPRNUpdate re Result of Annual General Meeting
28th Sep 202311:00 amPRNResults of AGM and Trading Update
24th Aug 20233:39 pmPRNHolding(s) in Company
24th Aug 20232:34 pmPRNHolding(s) in Company
24th Aug 20237:00 amPRNTransaction in Own Shares and Completion of Buyback Programme
23rd Aug 202311:15 amPRNTransaction in Own Shares
15th Aug 20237:00 amPRNCommencement of Further Share Buyback Programme
16th Mar 20227:00 amPRNCompletion of Buyback Programme
9th Mar 20225:15 pmPRNTransaction in Own Shares
1st Mar 20225:15 pmPRNHolding(s) in Company
25th Feb 20229:00 amPRNTransaction in Own Shares
16th Feb 20223:15 pmPRNTransaction in Own Shares
1st Feb 20227:00 amPRNTransaction in Own Shares
21st Jan 20227:00 amPRNCommencement of Further Share Buyback Programme
23rd Nov 20217:00 amPRNHalf-Year Report
30th Sep 20213:44 pmPRNResult of AGM
29th Jul 20219:00 amPRNFinal Results for the year ended 31 March 2021
17th Jun 20217:00 amPRNCompletion of Buyback Programme
10th Jun 20217:00 amPRNTransaction in Own Shares
7th Jun 20217:00 amPRNHolding(s) in Company
3rd Jun 20217:00 amPRNTransaction in Own Shares
26th May 20217:00 amPRNTransaction in Own Shares
13th May 20217:05 amPRNCommencement of Share Buyback Programme
13th May 20217:00 amPRNTrading Update
24th Nov 20207:00 amPRNInterim Results
21st Oct 20201:07 pmPRNDirector/PDMR Shareholding
30th Sep 202012:04 pmPRNResult of AGM
24th Aug 20209:19 amPRNDirector's Dealing
20th Aug 20203:47 pmPRNHolding(s) in Company
20th Aug 20207:00 amPRNFinal Results
13th May 20207:00 amPRNTrading Update and Commentary on COVID-19 Impact
17th Feb 20205:54 pmPRNDirector's Dealing
2nd Dec 20191:00 pmPRNHalf-year Report
30th Sep 201912:24 pmPRNResult of AGM
30th Sep 20197:00 amPRNAGM Statement
20th Aug 20198:29 amPRNFinal Payment Dividend Date
19th Aug 20193:49 pmPRNDirector's Dealing
19th Aug 20197:00 amPRNAnnual Financial Report
7th Jun 20197:00 amPRNTrading Update
14th Dec 20182:31 pmPRNDirector's Dealing
5th Dec 20187:00 amPRNHalf-year Report

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