TIDMWSG

RNS Number : 3807W

Westminster Group PLC

18 August 2022

Westminster Group Plc

('Westminster', the 'Group' or the 'Company')

Interim Results for the six months to 30 June 2022

Westminster Group Plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions, announces its unaudited interim results for the six months ended 30 June 2022 (the 'Period').

Operational Highlights:

   --    Delivered products and services to 41 countries around the world. 

-- Encouraging progress on DRC Ratification process and believed to be on track to finalise in Q4 2022.

-- West African airport operations recovered from the Covid impact and now operating at record levels.

   --    Strong recovery in Training business with numerous new contracts including major UK airport. 

-- Palace of Westminster and Tower of London projects successfully underway with extension of scope in progress.

   --    KSA office now fully operational and new contracts being secured. 

Financial Highlights:

-- Group revenues up 13% from H1 2021 to GBP3.9 million (H1 2021: GBP3.5 million, H2 2021: GBP3.6 million).

   --    Gross margin increased to 51% (2021: 45%). 

-- Operating Loss of GBP0.78 million (H1 2021: Loss GBP0.93 million, H2 2021 Loss GBP0.99 million).

   --    Loss per share of 0.24p (H1 2021: Loss 0.32p). 

Commenting on the results and current trading, Peter Fowler, Chief Executive of Westminster Group, said:

"As stated in our recent Annual Report, the outlook for 2022 is positive as the impact of the global pandemic recedes and with the worst of the disruption and travel challenges behind us. I am encouraged to see improvements in the various areas of our business that were heavily impacted during the past couple of years.

"Whilst we are seeing recovery and growth in various parts of the business, I am particularly pleased to see our West African airport operations operating at new record levels, ahead of pre-pandemic volumes. Our training business is also showing strong recovery with a number of important new contracts including a major UK airport.

"It is also encouraging to see some of the larger project opportunities we have been working on, which were delayed during the pandemic, once again looking promising.

"I am also delighted to be able to report that progress has been made on ratification process for the DRC airport security contract, which we announced in June 2021, and believe we are on track to finalise matters and commence operations in Q4 as previously stated.

"H1 2022 has performed largely to expectation, delivering an improvement on H1 2021 as our various business sectors recover from the pandemic.

"Whilst we remain mindful of global challenges, given the momentum and recovery we are seeing, together with our extensive quote bank and the number of sizeable near-term project opportunities we are working on, we remain optimistic we can meet 2022 financial year market expectations."

 
Westminster Group Plc                          Media enquiries via Walbrook 
                                                PR 
Rt. Hon. Sir Tony Baldry - Chairman 
Peter Fowler - Chief Executive Officer 
Mark Hughes - Chief Financial Officer 
 
Strand Hanson Limited (Financial & Nominated 
 Adviser) 
James Harris                                   020 7409 3494 
Ritchie Balmer 
 Richard Johnson 
 
 Arden Partners plc (Broker) 
 Ruari McGirr (Corporate) 
 Tim Dainton/Simon Johnson (Broking)             020 7614 5900 
 
Walbrook (Investor Relations) 
Tom Cooper                                     020 7933 8780 
Paul Vann 
Nick Rome                                      Westminster@walbrookpr.com 
 

Notes:

Westminster Group plc is a specialist security and services group operating worldwide via an extensive international network of agents and offices in over 50 countries.

Westminster's principal activity is the design, supply and ongoing support of advanced technology security solutions, encompassing a wide range of surveillance, detection (including Fever Detection), tracking and interception technologies and the provision of long-term managed services contracts such as the management and running of complete security services and solutions in airports, ports and other such facilities together with the provision of manpower, consultancy and training services. The majority of its customer base, by value, comprises governments and government agencies, non-governmental organisations (NGOs) and blue-chip commercial organisations.

The Westminster Group Foundation is part of the Group's Corporate Social Responsibility activities. www.wg-foundation.org

The Foundation's goal is to support the communities in which the Group operates by working with local partners and other established charities to provide goods or services for the relief of poverty and the advancement of education and healthcare particularly in the developing world.

The Westminster Group Foundation is a Charitable Incorporated Organisation, CIO, registered with the Charities Commission number 1158653.

[THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN]

Chief Executive O cer's Review

Overview

We stated in our recent Annual Report that the outlook for 2022 is positive as the impact of the global pandemic recedes, despite the first few months of the year being impacted. However, with the worst of the pandemic disruption and travel challenges behind us, global uncertainty remains with conflicts and the economic crisis, and we continue to monitor events and plan accordingly.

Against that backdrop I am encouraged therefore to see improvements in the various areas of our business that were heavily impacted during the past couple of years. It is also encouraging to see some of the larger project opportunities we have been pursuing, which were delayed during the pandemic, once again looking promising.

H1 2022 has performed largely to expectation, delivering an improvement on H1 2021 as our various business sectors recover from the pandemic. Revenues for H1 2022 (GBP3.9m) were a 13% improvement on H1 2021 (GBP3.5m) whilst gross profit improved by 27% to GBP2.0m (H1 2021: GBP1.6m), resulting in an EBITDA loss of GBP648k (H1 2021: loss GBP810k).

In the Period we have supplied products and services to 41 countries around the world, including some important new contract wins such as the US military and the Organization for Security and Co-operation in Europe (OSCE). We continue to have an active business development programme and continue to develop a number of large-scale project opportunities in both our Services and Technology Divisions. Whilst there is never certainty of timing or outcome, we expect to secure one or more such projects in the current year.

A key focus during the Period has been to work with the various stakeholders and authorities within the DRC to finalise the ratification process for the airport security contract, which we announced in June 2021. I am encouraged by the progress that has now been made on this long outstanding issue and believe we are on track to finalise matters and commence operations in Q4 2022 as previously stated.

Our West Africa airport operations have recovered to pre-pandemic levels earlier than expected. June passenger numbers were the highest June total ever recorded and are not only ahead of budget but also 1.2% above the previous highest ever H1, pre-pandemic in 2019, which is very encouraging and bodes well for future trading.

Our Ghana port operations continue to perform to expectations although the recent agreement between the port operator and MPS and Ghana Ports and Harbours Authority to move 20% of container traffic out of terminal 3 for a period of 2 years commencing on 1 August 2022, is likely to have an impact and limit growth for that period.

Our other West Africa port project has yet to commence operations as we wait for our client to finalise the land allocation issues with the government, but we remain ready to start once access is granted.

I am pleased to report that our KSA office is now fully operational and starting to win business. As previously mentioned, we expect KSA will produce meaningful contribution to our future revenues.

In the UK our Palace of Westminster and Tower of London projects are running smoothly and we are already discussing additional security measures to be put in place under separate contracts.

Our Training business has also rebounded strongly and, in the Period, we have secured a number of new training contracts for clients around the world, including a sizeable contract for one of the UK's largest airports.

The forthcoming Protect Duty legislation, which is expected to come into force within the UK later this year, will set out standards to protect patrons and the general public from terrorist attacks when in crowded spaces. The Home Office estimates that 650,000 UK businesses could be affected. This could include settings such as pubs, shopping centres, music venues, parks, places of worship and any other place where gatherings of people occur. We have been extremely busy preparing for this, working in collaboration with a number of stakeholders, including public figures, magazines, industry experts and the police in readiness for the upcoming legislation. With Westminster's expertise and portfolio of products and services we are well placed to assist businesses and organisation improve their security in this respect we have already secured important new business and are in contract discussions with a number of potential customers. We believe this could be a sizeable business opportunity for the Group. For more information on protect duty see here https://www.wg-plc.com/protect-duty#

We continue to monitor the JCPOA talks and are maintaining discussions with stakeholders (including the UK Government). There is some optimism that an EU brokered deal may yet be reached to remove many of the current sanctions, including banking, and should this happen we are well placed to re-energise our airport security contract, which was signed but put on hold when the US unilaterally pulled out of the JCPOA in 2018.

Financial

Revenues at GBP3.9 million (H1 2021: GBP3.5 million) for the first half year were 13% ahead of last year. This represented a strong recovery in the Services side of the business with our West African Airport and Training leading the way.

The Group generated a gross profit of GBP2.0 million (H1 2021: GBP1.6 million) which equates to a gross margin of 51% (H1 2021: 45%). The percentage increase is due to the increase in high margin managed services sales in H1 2022 changing the margin mix.

The operating loss was GBP0.78 million (H1 2021: loss of GBP0.93 million). This is primarily driven by the drop in product sales due to market uncertainty offset by improving gross margin.

Cash balance as at 30 June 2022: GBP0.4 million (30 June 2021: GBP3.1 million, 31 December 2021: GBP0.9 million). The group also has overdraft facilities which were unutilised at 30 June 2022. We are pleased to have secured UKEF for projects and working capital continues to remain strong with debtor balances at GBP3.7m vs creditors of GBP2.1m.

Earnings per share were a loss of 0.24 pence (H1 2021: 0.32p loss).

Outlook

We continue to invest in our worldwide business development programmes in order to deliver on our growth potential, particularly in our long-term managed services projects and as previously advised we anticipate securing at least one, possibly more, additional large-scale projects this year.

In addition, with the recovery from the pandemic impact we are seeing in our existing revenue streams, together with new and expected contracts coming on stream, we remain confident of our future growth.

This year was always expected to be H2 weighted as we emerged for the global pandemic, and this remains the case. With our recurring revenues now running at circa GBP5m per annum and with over GBP3.5m in new orders secured so far this year, the majority, if not all of which, we expect to deliver in the year, we expect to secure and deliver further revenue in the remainder of H2 in line with current market expectations.

The Board is mindful of the current global situation with serious conflicts in Ukraine and potentially Taiwan, which may present both opportunities and challenges for our business, and the growing economic crisis around the world, which may yet impact our forecasts. However, given the momentum and recovery we are seeing together with our extensive quote bank and the number of sizeable near-term project opportunities we are working on, we remain optimistic we can meet 2022 financial year market expectations.

Peter Fowler,

Group Chief Executive

18 August 2022

Condensed consolidated statement of comprehensive income (unaudited)

for the six months ended 30 June 2022

 
                                           Note   Six months   Six months     Year ended 
                                                    ended 30     ended 30    31 December 
                                                   June 2022    June 2021           2021 
                                                       Total        Total          Total 
                                                     GBP'000      GBP'000        GBP'000 
 
 Revenue                                      5        3,916        3,477          7,051 
 Cost of sales                                       (1,934)      (1,912)        (3,789) 
 
 Gross profit                                          1,982        1,565          3,262 
 Administrative expenses                             (2,764)      (2,492)        (5,179) 
 
 Operating loss                              7a        (782)        (927)        (1,917) 
 
 Analysis of operating loss                            (782)        (927)        (1,917) 
 Add back depreciation and amortisation                  134          117            244 
                                                 -----------  -----------  ------------- 
 EBITDA loss from underlying operations       6        (648)        (810)        (1,673) 
----------------------------------------  -----  -----------  -----------  ------------- 
 
 Finance Costs                                8          (5)          (2)            (3) 
 
 (Loss) before taxation                                (787)        (929)        (1,920) 
 Taxation                                    7b            -            -           (11) 
 
 Total comprehensive income for 
  the Period                                           (787)        (929)        (1,931) 
 
 Profit / (loss) and total comprehensive income attributable 
  to: 
 Owners of the parent                                  (788)        (920)        (1,921) 
 Non-controlling interest                                  1          (9)           (10) 
 
 Loss and total comprehensive income                   (787)        (929)        (1,931) 
-----------------------------------------------  -----------  -----------  ------------- 
 
 Earnings per share (pence)                  7c      (0.24p)      (0.32p)        (0.62p) 
 

Condensed consolidated balance sheet (unaudited)

as at 30 June 2022

 
                                                  As at      As at      As at 31 
                                                30 June    30 June      December 
                                                   2022       2021          2021 
                                        Note    GBP'000    GBP'000     GBP'000 
 
 Goodwill                                           614        613         614 
 Other intangible assets                            120        151         150 
 Property, plant and equipment                    1,924      1,882       1,895 
 Deferred Tax                                       953        956         953 
 Total Non-Current Assets                         3,611      3,602       3,612 
                                              ---------  ---------  ---------- 
 
 Inventories                                        795        585         681 
 Trade and other receivables                      3,747      2,328       3,661 
 Cash and cash equivalents                          398      3,054         944 
 Total Current Assets                             4,940      5,967       5,286 
                                              ---------  ---------  ---------- 
 Non-current receivable                             411        484         424 
 Total Assets                                     8,962     10,053       9,322 
                                              =========  =========  ========== 
 
 Called up share capital                   9        331     16,322         331 
 Share premium account                                -     16,346           - 
 Merger relief reserve                                -        300           - 
 Share based payment reserve                      1,007      1,050       1,043 
 Revaluation reserve                                139        139         139 
 Retained earnings                                5,589   (25,162)       6,340 
                                              ---------  ---------  ---------- 
 
 Equity attributable to 
 Owners of the parent                             7,066      8,995       7,853 
 Non-controlling interest                         (389)      (544)       (390) 
 Total Shareholders' Equity                     6,677        8,451       7,463 
                                              ---------  ---------  ---------- 
 
 Non-current borrowings                   10         49         16          12 
 Total Non-Current Liabilities                       49         16          12 
                                              ---------  ---------  ---------- 
 
 Current borrowing                        10         60         32          32 
 Contractual liabilities                             69         97          87 
 Trade and other payables                         2,107      1,457       1,728 
 Total Current Liabilities                        2,236      1,586       1,847 
                                              ---------  ---------  ---------- 
 
 Total Liabilities                                2,285      1,602       1,859 
 
 Total Liabilities and Shareholders' 
  Equity                                          8,962     10,053       9,322 
                                              =========  =========  ========== 
 

Condensed consolidated statement of changes in equity (unaudited)

for the six months ended 30 June 2022

 
                   Called     Share    Merger     Share   Revaluation   Retained     Total   Non-controlling            Total 
                       up   premium    relief     based       reserve   earnings                    interest   share-holders' 
                    share   account   reserve   payment                                                                equity 
                  capital                       reserve 
                  GBP'000   GBP'000   GBP'000   GBP'000       GBP'000    GBP'000   GBP'000           GBP'000          GBP'000 
 
 As at 1(st) 
  January 
  2022                331         -         -     1,043           139      6,340     7,853             (390)            7,463 
 
 Loss for the 
  Period                -         -         -         -             -      (788)     (788)                 1            (787) 
 
 Total 
  comprehensive 
  expense for 
  the 
  Period                -         -         -         -             -      (788)     (788)                 1            (787) 
                 --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 Transactions with owners 
 in their capacity as 
 owners: 
 Lapse of share 
  options               -         -         -      (36)             -         36         -                 -                - 
 Other movement 
  in 
  equity                -         -         -         -             -          1         1                 -                1 
                        -         -         -      (36)             -         37         1                 -                1 
---------------  --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 As at 30th 
  June 
  2022                331         -         -     1,007           139      5,589     7,066             (389)            6,677 
---------------  --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 

for the six months ended 30 June 2021

 
                   Called     Share    Merger     Share   Revaluation   Retained     Total   Non-controlling            Total 
                       up   premium    relief     based       reserve   earnings                    interest   share-holders' 
                    share   account   reserve   payment                                                                equity 
                  capital                       reserve 
                  GBP'000   GBP'000   GBP'000   GBP'000       GBP'000    GBP'000   GBP'000           GBP'000          GBP'000 
 
 As at 1(st) 
  January 
  2021             16,278    14,069       300     1,050           139   (24,242)     7,594             (535)            7,059 
 
 Loss for the 
  Period                -         -         -         -             -      (920)     (920)               (9)            (929) 
 
 Total 
  comprehensive 
  expense for 
  the Period            -         -         -         -             -      (920)     (920)               (9)            (929) 
                 --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 Transactions with owners in their 
 capacity 
 as owners: 
 Shares issued 
  for cash             44     2,456         -         -             -          -     2,500                 -            2,500 
 Cost of share 
  issues                -     (179)         -         -             -          -     (179)                 -            (179) 
                       44     2,277         -         -             -          -     2,321                 -            2,321 
---------------  --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 As at 30th 
  June 2021        16,322    16,346       300     1,050           139   (25,162)     8,995             (544)            8,451 
---------------  --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 

for the twelve months ended 31 December 2021

 
                    Called      Share    Merger     Share   Revaluation   Retained     Total   Non-controlling            Total 
                        up    premium    relief     based       reserve   earnings                    interest   share-holders' 
                     share    account   reserve   payment                                                                equity 
                   capital                        reserve 
                   GBP'000    GBP'000   GBP'000   GBP'000       GBP'000    GBP'000   GBP'000           GBP'000          GBP'000 
 AS AT 1 
  JANUARY 
  2021 as 
  previously 
  stated            16,278     14,069       300     1,050           139   (24,242)     7,594             (535)            7,059 
 Prior year 
  adjustment             -          -         -                       -      (150)     (150)               150                - 
                                                                         --------- 
 AS AT 1 
  JANUARY 
  2021 Restated     16,278     14,069       300     1,050           139   (24,392)     7,444             (385)            7,059 
---------------  ---------  ---------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 Shares issued 
  for 
  cash                  44      2,456         -         -             -          -     2,500                 -            2,500 
 Cost of share 
  issues                 -      (179)         -         -             -          -     (179)                 -            (179) 
 Lapse of share 
  options                -          -         -       (7)             -          7         -                 -                - 
 Exercise of 
  warrants 
  and share 
  options                -          9         -         -             -          -         9                 -                9 
 Capital 
  Reduction       (15,991)   (16,355)     (300)         -             -     32,646         -                 -                - 
 TRANSACTIONS 
  WITH 
  OWNERS          (15,947)   (14,069)     (300)       (7)             -     32,653     2,330                 -            2,330 
---------------  ---------  ---------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 Total 
  comprehensive 
  expense for 
  the 
  year                   -          -         -         -             -    (1,921)   (1,921)               (5)          (1,926) 
 
 AS AT 31 
  DECEMBER 
  2021                 331          -         -     1,043           139      6,340     7,853             (390)            7,463 
---------------  ---------  ---------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 

Consolidated Cash Flow Statement (unaudited)

for the six months ended 30 June 2022

 
                                                             Six months           Six months     Year ended 
                                                               ended 30             ended 30    31 December 
                                                              June 2022            June 2021           2021 
                                                                  Total                Total          Total 
                                              Note              GBP'000              GBP'000        GBP'000 
 
 Loss after taxation                                              (787)                (929)        (1,931) 
 Tax                                                                  -                    -             11 
                                                    -------------------  -------------------  ------------- 
 Loss before taxation                                             (787)                (929)        (1,920) 
 Non-cash adjustments                            8                  136                  122            244 
 Net changes in working capital                  8                  175                (517)        (1,632) 
                                                    -------------------  -------------------  ------------- 
 Cash outflow from operating activities                           (476)              (1,324)        (3,308) 
                                                    -------------------  -------------------  ------------- 
 
 Investing activities 
 Purchase of property, plant and equipment                        (132)                 (65)          (160) 
 Purchase of intangible assets                                        -                    -           (41) 
                                                    -------------------  -------------------  ------------- 
 Cash outflow from investing activities                           (132)                 (65)          (201) 
                                                    -------------------  -------------------  ------------- 
 
 Financing activities 
 Gross proceeds from the issue of ordinary 
  shares and exercise of warrants                                     -                2,500          2,509 
 Costs of share issues                                                -                (179)          (179) 
 Increase / (decrease) in finance lease 
  debt                                                               65                 (19)           (17) 
 Finance cost on lease liabilities                                  (3)                  (2)            (3) 
                                                    -------------------  -------------------  ------------- 
 Cash inflow from financing activities                               62                2,300          2,310 
                                                    -------------------  -------------------  ------------- 
 (Decrease) / increase in cash and 
  cash equivalents in the Period                                  (546)                  911        (1,199) 
 
 Cash and cash equivalents at the 
  beginning of the Period                                           944                2,143          2,143 
 Cash and cash equivalents at the 
  end of the Period                                                 398                3,054            944 
                                                    -------------------  -------------------  ------------- 
 

Notes to the unaudited financial statements

for the six months ended 30 June 2022

   1.      General information and nature of operations 

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2022 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting. These unaudited interim financial statements were approved by the board on 17 August 2022. The 31 December 2021 numbers are extracted from the Group's audited accounts.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2021 and any public announcements made by Westminster Group Plc during the interim reporting period

Westminster Group Plc (the "Company") was incorporated on 7 April 2000 and is domiciled and incorporated in the United Kingdom and quoted on AIM. The Group's financial statements for the six-month period ended 30 June 2022 consolidate the individual financial information of the Company and its subsidiaries. The Group designs, supplies and provides advanced technology security solutions and services to governmental and non-governmental organisations on a global basis.

The Group does not show any distinct seasonality.

   2.      Significant changes in the current reporting period 

The impact of the pandemic is receding, but uncertainty remains in the global economy. However, we continue to supply globally with an active business development program. The West African Airport has returned from the pandemic hiatus to levels above the pre-pandemic passenger numbers. Training is also recovering strongly with a buoyant market both in the UK and overseas.

   3.      Basis of preparation 

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2022 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2021 and any public announcements made by Westminster Group Plc during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period and the adoption of new and amended standards as set out below.

These consolidated interim financial statements for the six months ended 30 June 2022 have neither been audited nor formally reviewed by the Group's auditors. The financial information for the year ended 31 December 2021 set out in this interim report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006 but is derived from those accounts. The statutory financial statements for the year ended 31 December 2021 have been reported on by the Company's auditors and delivered to the Registrar of Companies. A copy is available at https://www.wsg-corporate.com/investor-relations/publications/ .

   3(a)   New and amended standards adopted by the Group 

There are no new or amended standards relevant to the group which became applicable for the current reporting period. However, the group has adopted early the following amended Standards:

   --    IAS 16 - Property, Plant and Equipment 
   --    IAS 37 - Provisions, Contingent Liabilities and Contingent Assets 

The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards.

   3(b)   Impact of standards issued but not yet applied by the entity 

The Group does not expect to be significantly impacted by the adoption of standards issued but not yet applied.

   4.        Going concern 

The directors have considered the impact of Covid-19 and the way the Group has traded positively through the crisis although at a lower level. Projections have demonstrated that the group has sufficient funds to perform its obligations. At the time of approving this interim report, and in view of the foregoing, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

   5.      Segment reporting 

Operating segments

The Board considers the Group on a Business Unit basis. Reports by Business Unit are used by the chief decision-makers in the Group. The Business Units operating during the Period are the main operating work streams, Services and Technology (products and solutions).

 
                                            30 June 
 6 Months to                                 2022 
 
                                                        Services        Technology             Group     Group Total 
                                                                                         and Central 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
                                                         GBP'000           GBP'000           GBP'000         GBP'000 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
 6 MONTHS TO JUNE 2022 
 Supply of products                                            -               621                 -             621 
 Supply and installation contracts                             -                 -                 -               - 
 Maintenance and services                                  3,014               155                 -           3,169 
 Training courses                                            126                 -                 -             126 
 Revenue                                                   3,140               776                 -           3,916 
------------------------------------  ---  ---------------------  ----------------  ---------------- 
 
 Segmental underlying EBITDA                               1,705             (184)           (2,169)           (648) 
 Depreciation & amortisation                                (72)               (2)              (60)           (134) 
                                                                                                      -------------- 
 Segment operating result                                  1,633             (186)           (2,229)           (782) 
 Finance cost                                                  -               (1)               (4)             (5) 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
 Profit/ (loss) before tax                                 1,633             (187)           (2,233)           (787) 
 Income tax charge                                             -                 -                 -               - 
 Profit/(loss) for the financial 
  year                                                     1,633             (187)           (2,233)           (787) 
------------------------------------  ---  ---------------------  ----------------  ---------------- 
 
 Segment assets                                            5,182             1,142             2,638           8,962 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
 Segment liabilities                                       1,194               550               541           2,285 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
 Capital expenditure                                         117                 -                15             132 
------------------------------------  ---  ---------------------  ----------------  ----------------  -------------- 
 
                                       30 JUNE 
 6 Months to                            2021 
 
                                                        Services   Technology              Group     Group Total 
                                                                                     and Central 
------------------------------  ----  --------------------------  -----------  -----------------  -------------- 
                                                         GBP'000      GBP'000            GBP'000         GBP'000 
------------------------------  ----  --------------------------  -----------  ----------------- 
 6 MONTHS TO JUNE 2021 
 Supply of products                                           10          678                  -             688 
 Supply and installation contracts                             -          329                  -             329 
 Maintenance and services                                  2,209          153                  -           2,362 
 Training courses                                             51           47                  -              98 
------------------------------------ 
 Revenue                                                   2,270        1,207                  -           3,477 
------------------------------------  --------------------------  -----------  ----------------- 
 
 Segmental underlying EBITDA                                 966        1,060            (2,836)           (810) 
 Depreciation & amortisation                                (54)          (4)               (59)           (117) 
 Segment operating result                                    912        1,056            (2,895)           (927) 
 Finance cost                                                  -            -                (2)             (2) 
------------------------------------  --------------------------  -----------  -----------------  -------------- 
 Profit/ (loss) before tax                                   912        1,056            (2,897)           (929) 
 Income tax charge                                             -            -                  -               - 
 Profit/(loss) for the financial 
  year                                                       912        1,056            (2,897)           (929) 
                                      --------------------------  -----------  ----------------- 
 
 Segment assets                                            3,912        1,136              5,005          10,053 
------------------------------------  --------------------------  -----------  ----------------- 
 Segment liabilities                                         716          474                412           1,602 
------------------------------------  --------------------------  -----------  ----------------- 
 Capital expenditure                                          20            -                 45              65 
------------------------------------  --------------------------  -----------  ----------------- 
 
 

Marketing segments

Our extensive portfolio of products and services are categorised in three key focus sectors - Land, Sea and Air. We are starting to report on these sectors.

 
                    Six months       Six months       Twelve months 
                   ended 30 June    ended 30 June    ended 31 December 
                       2022             2021               2021 
                 ---------------  --------------- 
                     GBP'000          GBP'000            GBP'000 
 Land                 1,056            1,069              1,300 
 Sea                   593             1,175              3,379 
 Air                  2,267            1,233              2,372 
---------------  ---------------  ---------------  ------------------- 
 Total revenue        3,916            3,477              7,051 
---------------  ---------------  ---------------  ------------------- 
 

Geographical areas

The Group's international business is conducted on a global scale, with agents present in all major continents. The following table provides an analysis of the Group's sales by geographical market, irrespective of the origin of the goods/services.

 
                         Six months       Six months      Year ended 
                        ended 30 June    ended 30 June    31 December 
                            2022             2021            2021 
                          GBP'000          GBP'000         GBP'000 
                                       ---------------  ------------- 
 
 United Kingdom and 
  Europe                   1,005             805            2,161 
 Africa                    2,710            1,934           4,296 
 Middle East                 58               51             122 
 Rest of the World          143              687             472 
 Total revenue             3,916            3,477           7,051 
-------------------- 
 
   6.   Reconciliation of adjusted EBITDA 

A reconciliation of adjusted EBITDA to operating profit before income tax is provided as follows:

 
                                               Six months   Six months     Year ended 
                                                    ended     ended 30    31 December 
                                                  30 June    June 2021           2021 
                                                     2022 
                                                  GBP'000      GBP'000        GBP'000 
  (Loss) from Operations                            (782)        (927)        (1,917) 
 Depreciation, amortisation and impairment 
  charges                                             134          117            244 
                                              -----------  ----------- 
 Reported EBITDA                                    (648)        (810)        (1,673) 
 Share based expense                                    -            -              - 
 Exceptional Items                                      -            -              - 
 Adjusted EBTIDA (loss)                             (648)        (810)        (1,673) 
-------------------------------------------- 
 

Adjusted EBITDA is an alternative reporting measure. For further details refer to the 31 December 2021 accounts.

   7.      Income statement information 
   a.   Significant Items 

Profit for the half year to 30 June 2022 includes no items that are unusual because of their nature, size or incidence.

   b.   Income Tax 

Income tax expense is recognised based on management's estimate. The Group has significant tax losses in the UK brought forward from prior years and does not expect to have to provide any material amount for tax.

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The Group's projections show the expectation of future profits, hence in 2018 a deferred tax asset was recognised. Reviews were performed in 2019, 2020, 2021 and again this year, considering Covid-19, which has confirmed those expectations.

   c.   Earnings per share 

Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the Period. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Only those outstanding options that have an exercise price below the average market share price in the Period have been included. For each period, the issue of additional shares on exercise of outstanding share options would decrease the basic loss per share and therefore there is no dilutive effect.

The weighted average number of ordinary shares is calculated as follows:

 
                                              Six months   Six months     Year ended 
                                                ended 30     ended 30    31 December 
                                               June 2022    June 2021           2021 
                                                    '000         '000           '000 
 Number of issued ordinary shares at the 
  start of period                                330,515      286,528        286,528 
 Effect of shares issued during the period             -          841         23,576 
                                             -----------  -----------  ------------- 
 Weighted average basic and diluted number 
  of shares for period                           330,515      287,369        310,104 
                                             ===========  ===========  ============= 
                                                 GBP'000      GBP'000        GBP'000 
 Loss and total comprehensive expense              (787)        (929)        (1,931) 
 
 Loss per share                                  (0.24)p      (0.32)p        (0.62)p 
 
   8.   Cash flow adjustments and changes in working capital 
 
                                                              Six months              Six months     Year ended 
                                                                ended 30                ended 30    31 December 
                                                               June 2022               June 2021           2021 
 
                                                                   Total                   Total          Total 
                                                                 GBP'000                 GBP'000        GBP'000 
 Adjustment for non-cash items 
 Depreciation, amortisation and impairment 
  of non-financial assets                                            134                     117            244 
 Lease liabilities                                                     5                       2            (3) 
 (Profit) / loss on disposal of non-financial 
  assets                                                             (2)                       3              - 
 IFRS 16 interest adjustment                                         (1)                     (1)              - 
 Decrease in deferred tax asset                                        -                       -              3 
 FX effect on goodwill                                                 -                       1              - 
 Total adjustments                                                   136                     122            244 
                                                  ======================  ======================  ============= 
 
 Net changes in working capital: 
 Decrease / (increase) in inventories                              (114)                     188             92 
 Decrease / (increase) in trade and other 
  receivables                                                       (86)                     110        (1,223) 
 Decrease / (increase) in long term receivables                     13                         -             60 
 Increase / (decrease) in contract liabilities                      (18)                     (3)           (13) 
 Increase / (decrease) in trade and other 
  payables                                                           380                   (812)          (548) 
 Total increase / (decrease) in working capital                      175                   (517)        (1,632) 
                                                  ======================  ======================  ============= 
 
   9.      Called up share capital 
 
 Ordinary Share Capital           6 months to          6 months to 30th          Year to 31st 
                                 30th June 2022            June 2021             December 2021 
                                  Number   GBP'000        Number   GBP'000        Number   GBP'000 
--------------------------  ------------  --------  ------------  --------  ------------  -------- 
 
 At the beginning of 
  the period                 330,514,660       331   286,527,511       287   286,527,511       287 
 Arising on exercise                   -         -             -         -       127,500         - 
  of share options and 
  warrants 
 Other issue for cash                  -         -    43,859,649        44    43,859,649        44 
 At the end of the period    330,514,660       331   330,387,160       331   330,514,660       331 
--------------------------  ------------  --------  ------------  --------  ------------  -------- 
 
 
 Deferred share capital            6 months to 30th       6 months to 30th       Year to 31st December 
                                       June 2022              June 2021                   2021 
                                 Number     GBP'000     Number        GBP'000   Number          GBP'000 
------------------------------  ---------  ----------  ------------  --------  --------------  --------- 
         At 1 January                   -           -   161,527,511    15,991     161,527,511     15,991 
 Share capital reorganisation 
   to create deferred shares            -           -             -         -   (161,527,511)   (15,991) 
   At the end of the period             -           -   161,527,511    15,991               -          - 
------------------------------  ---------  ----------  ------------  --------  --------------  --------- 
 
 
 Total Share Capital         6 months to 30th        6 months to 30th       Year to 31st December 
                                 June 2022               June 2021                   2021 
                                Number   GBP'000        Number   GBP'000          Number   GBP'000 
 Ordinary Share Capital    330,514,660       331   330,387,160       331     330,514,660       331 
 Deferred share capital              -         -   161,527,511    15,991               -         - 
                           330,514,660       331   491,914,671    16,322     330,514,660       331 
========================  ============  ========  ============  ========  ==============  ======== 
 
   10.    Borrowings 
 
                                     Six months       Six months     Year ended 
                                  ended 30 June    ended 30 June    31 December 
                                           2022             2021           2021 
                                        GBP'000          GBP'000        GBP'000 
 Current borrowings (due 
  < 1 year) 
 Lease Debt                                  60               32             32 
 
 Total current borrowings                    60               32             32 
 
 Non-current borrowings 
  (due > 1 year) 
 Lease Debt                                  49               16             12 
 
 Total non-current borrowings                49               16             12 
 
 Total borrowings                           109               48             44 
                                ===============  ===============  ============= 
 
   11.    Contingencies 

The RiverFort EPSA was described in the 2020 and 2021 accounts. In summary, in 2020 the company issued 14m ordinary shares and received a GBP1.5m mezzanine loan under the RiverFort EPSA. At the same time under the EPSA the company issued 14m shares and booked a sundry debt of GBP1.75m. The loan was to be repaid and the sundry debt settled by selling down the shares. The mezzanine loan was fully repaid in December 2020. As at the 30 June 2022 there remained shares still to be sold and a residual sundry debt for those shares. Because of the low share price, had the remaining shares been sold at 30 June 2022 there would have been a loss of GBP 1,066,000 (31 Dec 2021: GBP885,000) on this debt. However, the shares do not have to be fully sold at this time; and there is reason to believe that it will be at a price higher in the future than the current price level which will be enough to recoup the losses.

In February 2021, Clydesdale Bank PLC trading as Yorkshire Bank offered the Group an overdraft and other banking facilities. As a condition of these facilities the Company entered into a multilateral charge and guarantee in respect of bank overdrafts and other facilities of all companies within the Group.

   12.    Events after the Reporting Period 

There were no material events which occurred after the Period end.

   13.    Copies of interim financial statements 

A copy of these interim financial statements is available on the Company's website, www.wsg-corporate.com and from the Company Secretary at the company's registered office, Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IR SFMFMWEESESA

(END) Dow Jones Newswires

August 18, 2022 02:00 ET (06:00 GMT)

Westminster (LSE:WSG)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Westminster Charts.
Westminster (LSE:WSG)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Westminster Charts.