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REG - Westminster Group - Half-year Report

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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 £3.5 million (H1 2022: £3.9 million).

·    Gross profit increased to £2.24m (margin: 64%) (H1 2022: £1.98m
(margin: 51%)).

·    Administrative expenses are down to £2.52 million (H1 2022: £2.76
million).

·    EBITDA improves to loss of £98k (H1 2022: Loss £648k).

·    Operating Loss reduced to £274k (H1 2022: Loss £782k).

·    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)                              020 3829 5000

 Louisa Waddell

 Simon Johnson

 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.

 

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 Officer'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 £3.5m (H1 2022: £3.9m). 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 £2.2m 13% up on H1 2022
(£2.0m) 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 £98k (H1 2022: loss £648k), well ahead of
budget for the half year. This is also despite an exceptional £234k 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# (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 £3.5 million (H1 2022: £3.9 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 £2.2 million (H1 2022: £2.0 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 £0.274 million (H1 2022: loss of £0.782 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: £0.1 million (30 June 2022: £0.4
million, 31 December 2022: £0.3 million).  The Group also has overdraft
facilities of c. £0.4 million which were unutilised at 30 June 2023.
Working capital has improved from 2022 with debtor balances at £4.8m (2022:
£3.7m) vs creditors of £1.9m (£2.1m)

 

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 ended 30 June 2023  Six months ended 30 June 2022             Year ended 31 December 2022
                                                                Total                          Total                                     Total
                                                                £'000                          £'000                                     £'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 30 June 2023  As at 30 June 2022  As at 31 December 2022
                                             Note  £'000               £'000               £'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
 Retained earnings                                 6,899               5,589               6,503

 Equity attributable to
 Owners of the parent                              7,802               7,066               7,937
 Non-controlling interest                          (528)               (389)               (522)
 Total Shareholders' Equity                        7,274               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 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 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 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

 

 

 

                                           Called up share capital       Share premium account           Merger relief reserve             Share based payment reserve       Revaluation reserve                       Retained earnings  Total                         Non-controlling interest            Total

                                           £'000                         £'000                           £'000                             £'000                             £'000                                     £'000              £'000                         £'000                               £'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 ended 30 June 2023             Six months ended 30 June 2022                 Year ended 31 December 2022
                                                                 Total                                     Total                                         Total
                                                           Note  £'000                                     £'000                                         £'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/
(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 Services                          Technology                   Group and Central       Group Total
                                                                            £'000                                     £'000                        £'000                   £'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 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 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 ended 30 June 2023  Six months ended 30 June 2022
                £'000                          £'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 ended 30 June 2023  Six months ended 30 June 2022  Year ended 31 December 2022
                            £'000                          £'000                          £'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 ended 30 June 2023  Six months ended 30 June 2022  Year ended 31 December 2022

                                                        £'000                          £'000                          £'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 ended 30 June 2023  Six months ended 30 June 2022  Year ended 31 December 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
                                                                 £'000                          £'000                          £'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 ended 30 June 2023  Six months ended 30 June 2022              Year ended 31 December 2022

                                                                    Total                          Total                                      Total
                                                                    £'000                          £'000                                      £'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 30th June 2023      6 months to 30th June 2022      Year to 31st December 2022
                                                    Number          £'000           Number          £'000           Number          £'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 ended 30 June 2023  Six months ended 30 June 2022  Year ended 31 December 2022
                                           £'000                          £'000                          £'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 £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 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 £1,054,000 (30 June 2022:
£1,066,000 and 31 Dec 2021: £1,041,000) 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 (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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