TIDMWSG

RNS Number : 0684O

Westminster Group PLC

29 September 2023

Westminster Group Plc

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

Interim Results for the six months to 30 June 2023

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 2023 (the 'Period').

Highlights:

   --    Delivered products and services to 35 countries around the world. 
   --    West African airport operations operating at record levels. 
   --    Training business operating at record levels. 
   --    Guarding business expanded, including providing new services for the Historic Royal Palaces. 
   --    Progress continues to be made with DRC and other Managed Services opportunities. 
   --    Group revenues GBP3.5 million (H1 2022: GBP3.9 million). 
   --    Gross profit increased to GBP2.24m (margin: 64%) (H1 2022: GBP1.98m (margin: 51%)). 
   --    Administrative expenses are down to GBP2.52 million (H1 2022: GBP2.76 million). 
   --    EBITDA improves to loss of GBP98k (H1 2022: Loss GBP648k). 
   --    Operating Loss reduced to GBP274k (H1 2022: Loss GBP782k). 
   --    Loss per share of 0.09p (H1 2022: Loss 0.24p). 

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

"I am pleased to report that, despite the global uncertainty and economic challenges, our underlying business continues to perform well.

"In H1 our West African airport operations and our training business were both operating at record levels. Our guarding business has exceeded internal expectations in the Period, and we saw a number of contracts extended and expanded, including providing services for the Historic Royal Palaces. We have delivered products and services to 35 countries around the world, including some important new contract wins plus we have continued to progress our DRC project and other large-scale opportunities.

"We look forward to delivering further growth and improvements over the remainder of 2023, building on our 2022 results. The key to achieving this, of course, is to secure new contracts with enough time to recognise revenues in the year and we are working hard to deliver that. We remain positive about our future growth prospects."

 
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 
 
 Zeus Capital Limited (Broker) 
 Louisa Waddell 
 Simon Johnson                                   020 3829 5000 
 
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

In our 2022 Annual Report, I stated we were looking to build on the progress we had made in that year and that Q1 traded ahead of budget. I am pleased to report that, despite the global uncertainty and economic challenges, our underlying business continues to meet internal expectations.

H1 2023 we achieved revenues of GBP3.5m (H1 2022: GBP3.9m). The reduction in revenues is partly as a result of terminating the Ghana port operation in February 2023. as previously advised, however this has largely been offset by other parts of the business performing well, in some cases at record levels, and partly as a result of delayed Technology sales due to the economic uncertainties impacting purchasing decisions. However, an improvement in margins meant we achieved an improved gross profit of GBP2.2m 13% up on H1 2022 (GBP2.0m) and this together with a reduction in overhead costs as a result of our ongoing cost restructuring strategy, enabled us to deliver a significant improvement in EBITDA loss to GBP98k (H1 2022: loss GBP648k), well ahead of budget for the half year. This is also despite an exceptional GBP234k impact from exchange rate losses.

Our West African airport operations have continued the growth we saw in 2022 and are currently running at record levels. The new terminal operation and our collaboration with Summa are working well and have been a positive development.

Our guarding business has performed well in the Period, and we have seen a number of contracts extended and expanded, including providing services for the Historic Royal Palaces.

Our training businesses have also performed well, trading at record levels, securing various new contracts and continuing to provide services at one of the UK's largest airports.

In H1 2023, we delivered products and services to 35 countries around the world, including some important new contract wins such as explosive detection systems to Saudi Arabia, and security equipment to a leading French airport, which we believe will lead to further business in the sector. We are pleased to have been selected to provide security for the Echo of Superbloom display at the Tower of London and we continue to receive a healthy level of enquiries for our products and services from around the world. That said, Technology sales in the Period are behind budget as the global economic situation continues to have an impact on sentiment and customer's ability to fund new capital-intensive contracts. However, we do have several potential projects in the pipeline, including the previously delayed projects which we are negotiating alternative payments schemes and which we still expect to materialise in H2 2023.

The Martyn's Law (Protect Duty) legislation, which will set out standards to protect patrons and the general public from terrorist attacks when in crowded spaces, was expected to come into force within the UK during 2023, but due to parliamentary procedures, is now expected to be in the King's Speech to parliament on 7 November 2023, for implementation in 2024. 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 large gatherings of people occur. With Westminster's expertise and portfolio of products and services we are well placed to assist businesses and organisations improve their security. In this respect, we have already secured a number of important contracts ahead of the legislation coming into force and are in contract discussions with a number of other 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#

A key part of our growth strategy is of course delivering on new large-scale, long-term Managed Services projects and in this respect, we are working hard to deliver on the numerous project opportunities we have developed. Our long-standing DRC project continues to move forward albeit at a frustratingly slow pace, but we have every reason to believe this will be finalised this year. In addition, we are close to finalising one or two other such sizeable Managed Services prospects and whilst timing is notoriously difficult to call when dealing with government organisations, we could deliver on one of these near-term opportunities at any time.

Our settlement negotiations with Scanport regarding early termination of the Ghana Port operation appears to be nearing a conclusion and we are hopeful of receiving a cash payment before the end of the year.

Financial

Revenues were at GBP3.5 million (H1 2022: GBP3.9 million) for the first half year. This decrease is represented primarily by the end of the Ghana port operation and lower Technology sales due to economic uncertainty in the world, offset by strong performances in other areas of the business.

The Group generated a gross profit of GBP2.2 million (H1 2022: GBP2.0 million) which equates to a gross margin of 64% (H1 2022: 51%). The percentage increase is due to cost control and an increase in high margin services sales in H1 2023 changing the margin mix.

The operating loss was GBP0.274 million (H1 2022: loss of GBP0.782 million). This improvement is due to improved margins and lower overheads as a result of the cost restructuring strategy we have been implementing.

Cash balance as at 30 June 2023 was: GBP0.1 million (30 June 2022: GBP0.4 million, 31 December 2022: GBP0.3 million). The Group also has overdraft facilities of c. GBP0.4 million which were unutilised at 30 June 2023. Working capital has improved from 2022 with debtor balances at GBP4.8m (2022: GBP3.7m) vs creditors of GBP1.9m (GBP2.1m)

Earnings per share improved to a loss of 0.09 pence (H1 2022: 0.24 pence loss).

Outlook

Our business is traditionally H2 weighted, and we believe that will continue to be the case this year, accordingly we look forward to delivering continued growth and improvements over the remainder of 2023 building on our 2022 results. The key to achieve this, of course, is to secure new contracts with enough time to recognise revenues in the year and we are working hard to deliver that. We remain positive about our future growth prospects.

Peter Fowler,

Group Chief Executive

28 September 2023

Condensed consolidated statement of comprehensive income (unaudited)

for the six months ended 30 June 2023

 
                                           Note   Six months           Six months              Year ended 
                                                    ended 30             ended 30             31 December 
                                                   June 2023            June 2022                    2022 
                                                       Total                Total                   Total 
                                                     GBP'000              GBP'000                 GBP'000 
 
 Revenue                                      5        3,482                3,916                   9,528 
 Cost of sales                                       (1,241)              (1,934)                 (4,393) 
 
 Gross profit                                          2,241                1,982                   5,135 
 Administrative expenses                             (2,515)              (2,764)                 (5,460) 
 
 Operating loss                              7a        (274)                (782)                   (325) 
 
 Analysis of operating loss                            (274)                (782)                   (325) 
 Add back depreciation and amortisation                  104                  134                     252 
 Add back share-based expense                             72                    -                       - 
                                                              -------------------  ---------------------- 
 EBITDA loss from underlying operations       6         (98)                (648)                    (73) 
----------------------------------------  -----  -----------  -------------------  ---------------------- 
 
 Finance Costs                                8         (13)                  (5)                    (40) 
 
 (Loss) before taxation                                (287)                (787)                   (365) 
 Taxation                                    7b            -                    -                     354 
 
 Total comprehensive income for 
  the Period                                           (287)                (787)                    (11) 
 
 Profit / (loss) and total comprehensive income attributable 
  to: 
 Owners of the parent                                  (281)                (788)                     121 
 Non-controlling interest                                (6)                    1                   (132) 
 
 Loss and total comprehensive income                   (287)                (787)                    (11) 
-----------------------------------------------  -----------  -------------------  ---------------------- 
 
 Earnings per share (pence)                  7c       (0.09)               (0.24)                    0.00 
 

Condensed consolidated balance sheet (unaudited)

as at 30 June 2023

 
                                                  As at      As at      As at 31 
                                                30 June    30 June      December 
                                                   2023       2022          2022 
                                        Note    GBP'000    GBP'000     GBP'000 
 
 Goodwill                                           614        614         615 
 Other intangible assets                             80        120         106 
 Property, plant and equipment                    1,817      1,924       1,825 
 Deferred Tax                                     1,309        953       1,308 
 Total Non-Current Assets                         3,820      3,611       3,854 
                                              ---------  ---------  ---------- 
 
 Inventories                                        459        795         485 
 Trade and other receivables                      4,818      3,747       4,808 
 Cash and cash equivalents                           54        398         289 
 Total Current Assets                             5,331      4,940       5,582 
                                              ---------  ---------  ---------- 
 Non-current receivable                             369        411         593 
 Total Assets                                     9,520      8,962      10,029 
                                              =========  =========  ========== 
 
 Called up share capital                   9        331        331         331 
 Share based payment reserve                        433      1,007         964 
 Revaluation reserve                                139        139         139 
                                                   6,89 
 Retained earnings                                    9      5,589       6,503 
                                              ---------  ---------  ---------- 
 
 Equity attributable to 
 Owners of the parent                            7,8 02      7,066       7,937 
 Non-controlling interest                         (528)      (389)       (522) 
 Total Shareholders' Equity                      7,2 74      6,677       7,415 
                                              ---------  ---------  ---------- 
 
 Non-current borrowings                   10         49         49          27 
 Total Non-Current Liabilities                       49         49          27 
                                              ---------  ---------  ---------- 
 
 Current borrowing                        10        182         60         194 
 Contractual liabilities                             69         69          80 
 Trade and other payables                         1,946      2,107       2,313 
 Total Current Liabilities                        2,197      2,236       2,587 
                                              ---------  ---------  ---------- 
 
 Total Liabilities                                2,246      2,285       2,614 
 
 Total Liabilities and Shareholders' 
  Equity                                          9,520      8,962      10,029 
                                              =========  =========  ========== 
 

Condensed consolidated statement of changes in equity (unaudited)

for the six months ended 30 June 2023

 
                                    Called     Share    Merger     Share   Revaluation   Retained     Total   Non-controlling            Total 
                                  up share   premium    relief     based       reserve   earnings                    interest   share-holders' 
                                   capital   account   reserve   payment                                                                equity 
                                                                 reserve 
                                   GBP'000   GBP'000   GBP'000   GBP'000       GBP'000    GBP'000   GBP'000           GBP'000          GBP'000 
 
 As at 1(st) 
  January 
  2023                                 331         -         -       964           139      6,503     7,937             (522)            7,415 
 
 Loss for the 
  Period                                 -         -         -         -             -      (281)     (281)               (6)            (287) 
 
 Total 
  comprehensive 
  expense for 
  the 
  Period                                 -         -         -         -             -      (281)     (281)               (6)            (287) 
                 -------------------------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 Transactions with owners 
  in their capacity as owners: 
 Lapse / waiver 
  of 
  Share Options                          -         -         -     (603)             -        603         -                 -                - 
 Issue of new 
  warrants 
  & Share 
  Options                                -         -         -        72             -          -        72                 -               72 
 Exchange rate 
  movement 
  in equity                              -         -         -         -             -         74        74                                 74 
                 -------------------------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
                                         -         -         -     (531)             -        677       146                 -              146 
                 -------------------------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 As at 30th 
  June 
  2023                                 331         -         -       433           139      6,899     7,802             (528)            7,274 
---------------  -------------------------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 

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 
---------------  --------  --------  --------  --------  ------------  ---------  --------  ----------------  --------------- 
 
 
                        Called           Share           Merger            Share          Revaluation   Retained          Total   Non-controlling        Total 
                      up share         premium           relief            based              reserve   earnings                         interest 
                       capital         account          reserve          payment 
                                                                         reserve 
 
 
                       GBP'000         GBP'000          GBP'000          GBP'000              GBP'000    GBP'000        GBP'000           GBP'000      GBP'000 
 
 AS AT 1 
  JANUARY 2022             331               -                -            1,043                  139      6,340          7,853             (390)        7,463 
---------------  -------------  --------------  ---------------  ---------------  -------------------  ---------  -------------  ----------------  ----------- 
 Lapse of share 
  options                    -               -                -             (79)                    -         79              -                 -            - 
 Other 
  movements in 
  equity                     -               -                -                -                    -       (37)           (37)                 -         (37) 
 TRANSACTIONS 
  WITH OWNERS                -               -                -             (79)                    -         42           (37)                 -         (37) 
---------------  -------------  --------------  ---------------  ---------------  -------------------  ---------  -------------  ----------------  ----------- 
 
 Total 
  comprehensive 
  expense 
  for the year               -               -                -                -                    -        121            121             (132)         (11) 
 
 AS AT 31 
  DECEMBER 2022            331               -                -              964                  139      6,503          7,937             (522)        7,415 
---------------  -------------  --------------  ---------------  ---------------  -------------------  ---------  -------------  ----------------  ----------- 
 

Consolidated Cash Flow Statement (unaudited)

for the six months ended 30 June 2023

 
                                                             Six months             Six months     Year ended 
                                                               ended 30               ended 30    31 December 
                                                              June 2023              June 2022           2022 
                                                                  Total                  Total          Total 
                                              Note              GBP'000                GBP'000        GBP'000 
 
 Loss after taxation                                              (287)                  (787)           (11) 
 Tax                                                                  -                      -          (354) 
                                                    -------------------  ---------------------  ------------- 
 Loss before taxation                                             (287)                  (787)          (365) 
 Non-cash adjustments                            8                  230                    136            252 
 Net changes in working capital                  8                (135)                    175          (569) 
                                                    -------------------  ---------------------  ------------- 
 Cash outflow from operating activities                           (192)                  (476)          (682) 
                                                    -------------------  ---------------------  ------------- 
 
 Investing activities 
 Purchase of property, plant and equipment                         (66)                  (132)          (111) 
 Purchase of intangible assets                                        -                      -           (12) 
                                                    -------------------  ---------------------  ------------- 
 Cash outflow from investing activities                            (66)                  (132)          (123) 
                                                    -------------------  ---------------------  ------------- 
 
 Financing activities 
 Increase in debt                                                    36                     65            200 
 Finance cost                                                       (4)                    (3)           (40) 
 Loan drawdown                                                      (9)                      -              - 
 Other loan repayments, including interest                            -                      -           (10) 
                                                    -------------------  ---------------------  ------------- 
 Cash inflow from financing activities                               23                     62            150 
                                                    -------------------  ---------------------  ------------- 
 Decrease in cash and cash equivalents 
  in the Period                                                   (235)                  (546)          (655) 
 
 Cash and cash equivalents at the 
  beginning of the Period                                           289                    944            944 
 Cash and cash equivalents at the 
  end of the Period                                                  54                    398            289 
                                                    -------------------  ---------------------  ------------- 
 
 

Notes to the unaudited financial statements

for the six months ended 30 June 2023

   1.      General information and nature of operations 

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2023 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting. These unaudited interim financial statements were approved by the board on 28 September 2023. The 31 December 2022 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 2022 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 2023 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 although traditionally the second half is stronger than the first.

   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. Please refer to the Chief Executive Officers review for further information.

   3.      Basis of preparation 

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2023 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 2022 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 2023 have neither been audited nor formally reviewed by the Group's auditors. The financial information for the year ended 31 December 2022 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 2022 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 

The following new or amended standards relevant to the group became applicable for the current reporting period.

   --    IAS 1 - Presentation of Financial Statements 
   --    IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors 

-- Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12

   --    IAS 16 - Property, Plant and Equipment 
   --    IAS 37 - Provisions, Contingent Liabilities and Contingent Assets 
   --    Income Taxes (Amendments to IAS 12) 

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 way the Group has continued to trade. 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).

 
 6 Months to 30 June 2023 
 
                                                    Managed           Technology                 Group     Group Total 
                                                   Services                                and Central 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
                                                    GBP'000              GBP'000               GBP'000         GBP'000 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 6 MONTHS TO JUNE 2023 
 Supply of products                                       -                  379                     -             379 
 Supply and installation contracts                        -                   13                     -              13 
 Maintenance and services                             2,673                  147                     -           2,820 
 Training courses                                       263                    6                     -             269 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 Revenue                                              2,936                  545                     -           3,482 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 
 Segmental underlying EBITDA                          1,705                (109)               (1,694)            (98) 
 Share based expense                  8                   -                    -                  (72)            (72) 
 Depreciation & amortisation                           (72)                  (2)                  (30)           (104) 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 Segment operating result                             1,633                (111)               (1,796)           (274) 
 Finance cost                                             -                  (1)                  (12)            (13) 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 Profit/ (loss) before tax                            1,633                (112)               (1,808)           (287) 
 Income tax charge                                        -                    -                     -               - 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 Profit/(loss) for the period                         1,633                (112)               (1,808)           (287) 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 
 Segment assets                                       5,740                1,217                 2,563           9,520 
 Segment liabilities                                  1,155                  550                   541           2,246 
 Capital expenditure                                     51                    -                    15              66 
-----------------------------------      ------------------  -------------------  --------------------  -------------- 
 
 6 Months to 30 Jun 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 period                                  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 
-----------------------------------  ------  -----------------------  ---------------  --------------- 
 
 

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 
                   ended 30 June    ended 30 June 
                            2023             2022 
                         GBP'000          GBP'000 
                                  --------------- 
 
 Land                      1,004            1,056 
 Sea                         103              593 
 Air                       2,375            2,267 
 Total revenue             3,482            3,916 
---------------  ---------------  --------------- 
 

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 
                            2023             2022            2022 
                          GBP'000          GBP'000         GBP'000 
                                       ---------------  ------------- 
 
 United Kingdom and 
  Europe                   1,164            1,005           2,520 
 Africa                    2,203            2,710           6,704 
 Middle East                 92               58              68 
 Rest of the World           23              143             236 
 Total revenue             3,482            3,916           9,528 
-------------------- 
 
   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 2022                     2022 
                                                     2023 
                                                  GBP'000      GBP'000                  GBP'000 
  (Loss) from Operations                            (274)        (782)                    (325) 
 Depreciation, amortisation and impairment 
  charges                                             104          134                      252 
                                              -----------  ----------- 
 Reported EBITDA                                    (170)        (648)                     (73) 
 Share based expense                                   72            -                        - 
 Exceptional Items                                      -            -                        - 
 Adjusted EBTIDA (loss)                              (98)        (648)                     (73) 
-------------------------------------------- 
 

Adjusted EBITDA is an alternative performance measure. For further details refer to the 31 December 2022 accounts.

   7.      Income statement information 
   a.   Significant Items 

Profit for the half year to 30 June 2023 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 subsequent years which has confirmed those expectations.

   c.   Loss per share 

Earnings / Loss 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 2023    June 2022           2022 
                                                    '000         '000           '000 
 Number of issued ordinary shares at the 
  start of period                                330,515      330,515        330,515 
 Weighted average basic and diluted number 
  of shares for period                           330,515      330,515        330,515 
                                             ===========  ===========  ============= 
                                                 GBP'000      GBP'000        GBP'000 
 Loss and total comprehensive expense              (287)        (787)           (11) 
 
 Loss per share                                  (0.09)p      (0.24)p         (0.0)p 
 
   8.   Cash flow adjustments and changes in working capital 
 
                                                   Six months            Six months     Year ended 
                                                     ended 30              ended 30    31 December 
                                                    June 2023             June 2022           2022 
 
                                                        Total                 Total          Total 
                                                      GBP'000               GBP'000        GBP'000 
 Adjustment for non-cash items 
 Depreciation, amortisation and impairment 
  of non-financial assets                                 104                   134            252 
 Finance costs                                             13                     5             40 
 Movement in right to use asset                            50                     -           (30) 
 (Profit) on disposal of non-financial assets             (5)                   (2)            (4) 
 IFRS 16 interest adjustment                              (4)                   (1)            (6) 
 Share-based payment expenses                              72                     -              - 
 Total adjustments                                        230                   136            244 
                                                  ===========  ====================  ============= 
 
 Net changes in working capital: 
 Decrease / (increase) in inventories                      26                 (114)            196 
 Decrease / (increase) in trade and other 
  receivables                                            (10)                  (86)        (1,147) 
 Decrease / (increase) in long term receivables           224                    13          (169) 
 Increase / (decrease) in contract liabilities           (11)                  (18)            (7) 
 Increase / (decrease) in trade and other 
  payables                                              (364)                   380            558 
 Total increase / (decrease) in working capital         (135)                   175          (569) 
                                                  ===========  ====================  ============= 
 
   9.      Called up share capital 
 
 Ordinary Share Capital           6 months to          6 months to 30th          Year to 31st 
                                 30th June 2023            June 2022             December 2022 
                                  Number   GBP'000        Number   GBP'000        Number   GBP'000 
--------------------------  ------------  --------  ------------  --------  ------------  -------- 
 
 At the beginning of 
  the period                 330,514,660       331   330,514,660       331   330,514,660       331 
 Arising on exercise                   -         -             -         -             -         - 
  of share options and 
  warrants 
 Other issue for cash                  -         -             -         -             -         - 
 At the end of the period    330,514,660       331   330,514,660       331   330,514,660       331 
--------------------------  ------------  --------  ------------  --------  ------------  -------- 
 
   10.    Borrowings 
 
                                     Six months       Six months     Year ended 
                                  ended 30 June    ended 30 June    31 December 
                                           2023             2022           2022 
                                        GBP'000          GBP'000        GBP'000 
 Current borrowings (due < 
  1 year) 
 Loan                                       112                -            132 
 Lease Debt                                  70               60             62 
                                ---------------  ---------------  ------------- 
 Total current borrowings                   182               60            194 
                                ---------------  ---------------  ------------- 
 Non-current borrowings (due 
  > 1 year) 
 Lease Debt                                  49               49             27 
                                ---------------  ---------------  ------------- 
 Total non-current borrowings                49               49             27 
                                ---------------  ---------------  ------------- 
 Total borrowings                           231              109            221 
                                ===============  ===============  ============= 
 
   11.    Contingencies 

The RiverFort EPSA was described in the 2020, 2021 and 2022 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 2023 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 2023 there would have been a loss of GBP1,054,000 (30 June 2022: GBP1,066,000 and 31 Dec 2021: GBP1,041,000) 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

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September 29, 2023 02:00 ET (06:00 GMT)

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