REG - Westminster Group - Half-year Report
18/08/2022 07:00
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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 £3.9 million (H1 2021: £3.5
million, H2 2021: £3.6 million).
· Gross margin increased to 51% (2021: 45%).
· Operating Loss of £0.78 million (H1 2021: Loss £0.93 million, H2
2021 Loss £0.99 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) 020 7614 5900
Ruari McGirr (Corporate)
Tim Dainton/Simon Johnson (Broking)
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
(http://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.
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Chief Executive Officer'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 (£3.9m) were a 13% improvement on H1 2021 (£3.5m) whilst gross
profit improved by 27% to £2.0m (H1 2021: £1.6m), resulting in an EBITDA
loss of £648k (H1 2021: loss £810k).
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# (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 £3.9 million (H1 2021: £3.5 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 £2.0 million (H1 2021: £1.6 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 £0.78 million (H1 2021: loss of £0.93 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: £0.4 million (30 June 2021: £3.1 million,
31 December 2021: £0.9 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 £3.7m vs creditors of £2.1m.
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 £5m per annum and with over £3.5m 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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
Total Total Total
£'000 £'000 £'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 30 June 2022 As at 30 June 2021 As at 31 December 2021
Note £'000 £'000 £'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 up share capital Share premium account Merger relief reserve Share based payment reserve Revaluation reserve Retained earnings Total Non-controlling interest Total share-holders' equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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 up share capital Share premium account Merger relief reserve Share based payment reserve Revaluation reserve Retained earnings Total Non-controlling interest Total share-holders' equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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 up share capital Share premium account Merger relief reserve Share based payment reserve Revaluation reserve Retained earnings Total Non-controlling interest Total share-holders' equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
Total Total Total
Note £'000 £'000 £'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/
(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).
6 Months to 30 June 2022
Services Technology Group and Central Group Total
£'000 £'000 £'000 £'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
6 Months to 30 JUNE 2021
Services Technology Group and Central Group Total
£'000 £'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Twelve months ended 31 December 2021
£'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 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
£'000 £'000 £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
Total Total Total
£'000 £'000 £'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 30th June 2022 6 months to 30th June 2021 Year to 31st December 2021
Number £'000 Number £'000 Number £'000
At the beginning of the period 330,514,660 331 286,527,511 287 286,527,511 287
Arising on exercise of share options and warrants - - - - 127,500 -
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 June 2022 6 months to 30th June 2021 Year to 31st December 2021
Number £'000 Number £'000 Number £'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 June 2022 6 months to 30th June 2021 Year to 31st December 2021
Number £'000 Number £'000 Number £'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 ended 30 June 2022 Six months ended 30 June 2021 Year ended 31 December 2021
£'000 £'000 £'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 £1.5m mezzanine
loan under the RiverFort EPSA. At the same time under the EPSA the company
issued 14m shares and booked a sundry debt of £1.75m. 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 £ 1,066,000 (31 Dec 2021: £885,000) 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 (http://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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