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.
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END
IR SFMFMWEESESA
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