Westminster Group
Plc
('Westminster', the 'Group' or the 'Company')
Interim Results for the six
months to 31 December 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 31 December 2023 (the
'Period') ("H2 2023").
Highlights:
·
Ratification process underway re 5 airports
project in Democratic Republic of Congo (DRC).
·
Progress made with other managed services
opportunities.
·
Delivered products and services to 33 countries
around the world.
·
Guarding business expanded.
·
Group revenues of £2.9m (H1 2023: £3.5m; H2 2022:
£5.6m).
·
Gross margin at 57% (H1 2023: 64%; H2 2022:
56%).
·
Administrative expenses (continuing) are down to
£1.7m (H1 2023: £2.5m; H2 2022: £2.7m).
·
Continuing business EBITDA profit of £44k (H1
2023: Loss £117k; H2 2022: Profit £340k).
·
Continuing business Operating Loss £79k (H1 2023:
Loss £293k; H2 2022: Profit £222k).
·
Loss per share (with exceptional loss, and
discontinued ops, included) of 0.58p (H1 2023: Loss 0.09p; H2 2022:
Profit 0.23p).
Commenting on the results and current trading, Peter Fowler,
Chief Executive of Westminster Group, said:
"We continue to battle against
probably one of the worst world economic and political backgrounds
in recent times. I am pleased to report therefore that, despite the
global uncertainty and economic challenges, our underlying business
continues perform largely to expectations although revenues fell in
this six-month period to £2.9m largely due to the economic climate
delaying some capital-intensive orders. However, due to a
cost cutting programme and careful resource management we have
delivered a near break-even result for ongoing operations with an
EBITDA profit of £44k.
"Our business development
activities made significant progress in the period which, whilst
not benefitting the period in question, will have a material impact
in the current year. A key development being progress on the
long-awaited ratification process, currently being completed, being
the final part of the formal procurement procedure for the 10+ year
contract signed in June 2021 for security services to 5 airports in
the Democratic Republic of the Congo ('DRC'), Central
Africa.
"We started 2024 with an order book
of £1.1m and recurring revenues of £3.7m which provide a healthy
start for the year. With DRC expected to come on stream and other
potential projects in the pipeline we believe the months and year
ahead will be transformative for the Group."
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 Officer's Review
Overview
We continue to battle against
probably one of the worst world economic and political backgrounds
in recent times. I am pleased to report therefore that, despite the
global uncertainty and economic challenges, our underlying business
continues perform largely to expectations although revenues were
down. However, due to a cost cutting programme and careful
resource management we have delivered a near break-even result for
ongoing operations.
Traditionally our business is
weighted towards the second half of the calendar year as we
complete and deliver projects secured during the earlier part of
the year. H2 2023 was an anomaly in this respect largely due to
delayed orders for some of our larger technology projects because
of the global economic situation and not helped by a delayed stage
payment of $847k from the European Investment Bank for a large
airport project in Southeast Africa, now received, which meant that
project could not be completed in 2023 as planned.
In December we settled our dispute
with Scanport, Ghana regarding the discontinued port project
receiving $500k USD in settlement. Whilst the figure is less than
the carrying figure of £1.1m in our accounts, we considered the
terms of the settlement to be favourable and timely given the
expected development of the Group's managed services business in
early 2024 as mentioned below.
Consequently in H2 2023 we achieved
revenues of £2.9m (H1 2023 £3.5m; H2 2022: £5.6m). Gross Margins at
57% were in line with expectations (H1 2023: 64% H2 2022: 56%)
leading to a near break-even result for ongoing operations with an
EBITDA profit of £44k (H1 2023: Loss £117k; H2 2022: Profit £340k)
and Loss £79k (H1 2023: Loss £293k; H2 2022: Profit
£222k).
Our aviation security business
continues to perform ahead of budget. Our West African airport
operation and collaboration with Summa is working well and have
been a positive development. During the period we continued to
provide post pandemic aviation security (AVSEC) training to staff
at a major UK airport and have secured contracts for AVSEC training
in other airports around the world, expanding our network of
potential managed services opportunities for the future. Our $1.7
million project to upgrade security at two
airports in Southeast Africa, funded by the European Investment
Bank (EIB), was delayed due to an administrative issue between the
EIB and the country concerned. This meant progress on the project
had to be halted whilst the payment issue was resolved and so was
not completed in 2023 as planned. I am pleased to report the $847k
payment has now been received and the project is back underway and
will be completed in 2024.
I am pleased to report we have made
significant strides forward with several of the large-scale,
long-term managed services airports and ports opportunities, each
of which would, when secured, provide multi-million-pound step
changes in annual revenues. Foremost amongst these is our project
in the Democratic Republic of the Congo (DRC) for which I am
delighted to announce that the long-awaited ratification process is
currently being completed, being the final part of the formal
procurement procedure for the now 10+ year contract signed in June
2021 for security services to 5 airports in the Democratic Republic
of the Congo ('DRC'), Central Africa. Arrangements are now being
made for a senior Westminster team to travel to the DRC with a UK
Government Trade delegation in April to hopefully finalise matters
and to prepare for commencement of the project. We expect to make a
further announcement after that visit.
DRC will be a key addition to our
international aviation security services, and we believe the
country has exciting growth potential. With a surface area
equivalent to that of Western Europe it is, by area, the
largest country in sub-Saharan Africa, the second largest in all
of Africa, and the 11th-largest in the world. It is
also the most-populous Francophone country in the world. Air travel
is therefore an important and a necessary requirement within this
vast country. The country is extremely rich in natural resources
and has the potential for sizeable economic growth. I look
forward to Westminster having a long-term presence in the country
and in playing our part in the successful growth and security of
the country's numerous airports.
In our 2022 Annual Report published
in June 2023 we stated we could potentially secure one or maybe two
new large-scale manage services contracts in 2023. The outcome and
timing of these complex projects are never certain, particularly in
a challenging world environment, however, whilst we did not manage
to finalise contracts in 2023, we have made important progress and
from current activity and discussions underway we do expect secure
these and potentially other such contracts in 2024.
Our guarding business continues to
perform well. The H2 2023 revenues are an increase over the
first half of the year and new contracts have been secured.
We are continuing to develop a strategy which sees both the
quantity and quality of our guarding clients improving.
Our focus has been and will
continue to be on expanding our international operations,
predominantly in emerging markets, as we believe that is where we
will see significant growth opportunities, particularly with our
managed services opportunities. However, the ongoing global
economic situation of the past year has created some challenges,
not just with increasing costs but significantly with some
economies suffering substantial currency devaluation, in turn,
leading to currency restrictions and in some places civil unrest.
This has understandably led to some order delays, particularly with
larger capital-intensive projects. Not-with-standing these
challenges in H2 2023, we delivered products and services to 33
countries around the world and we fully expect some if not all of
the delayed orders to eventually be secured.
In addition to building our
international operations and to provide some resilience against
world events, we have been undertaking a strategy of developing a
significant UK presence with an enviable blue-chip client base,
such as the Palace or Westminster, Scottish Parliament, Tower of
London, UK Border Force, UK Prisons, to name but a few, which
provide resilient recurring revenue streams. We have previously
reported on the opportunities for our business that we anticipate
could arise from the long-expected Martyn's Law legislation and we
were pleased to see that included in the Kings Speech on 7 November
2023 and expect it to become law this year. We have already
assisted a number of key-customers and landmark buildings to become
compliant ahead of the legislation and we are active in developing
further opportunities and to be recognised as a leading provider of
solutions under the legislation.
Financial
Revenues were at £2.9
million (H1 2023: £3.5 million; H2 2022: £5.6 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. H2
2022 benefited from a large solutions sale.
The Group generated a continuing
gross profit of £1.6 million (H1 2023: £2.2 million; H2 2022: £2.9
million) which equates to a gross margin of 57% (H1 2023: 64%; H2
2022 56%). The increase in high margin services sales in H1
2023 changed the margin mix which reverted to a more normal mix in
H2 2023.
Cost cutting and careful control
over expenses reduced continuing administration from £2.7 million
in H2 2022 and £2.5 million in H1 2023 to £1.7 million in H2
2023.
The continuing operating loss was
£0.1 million (H1 2023: loss of £0.3 million; H2 2022: profit of
£0.2 million). The reduction in the administration expenses was not
enough to fully counter the drop in sales and change in the margin
mix.
The RiverFort EPSA has been
previously described in the 2020, 2021 and 2022 accounts. In 2020
the Company 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
31 December 2023 there remained 4,300,696 Westminster shares, held
to the Company's order equally by RiverFort & YAII, the
proceeds of which, when sold, will be for the benefit of
Westminster. If those shares had been sold at 31 December 2023, due
to the low share price at that time, the Company would have
received proceeds of £68,811.14 but would have incurred
a book loss of £1.05m. Whilst the Company can choose to enact the
sale of these shares at any time, it has not done so and there is
no reason nor pressure to do so until the Company's share price has
reached a target price of 26p. The Company believes that with
imminent and expected new long-term contracts to be gained over the
next 24 months the target price or higher can be achieved in due
course at which time the shares can be sold for the benefit of the
Company. In the meantime, for the sake of good governance it has
been decided to mark to market the underlying shares as at 31
December 2023 and make a provision of £1.05m in Sundry Gains and
Losses. This accounting treatment reflects the current fair value
of the underlying shares. This provision will be assessed at each
accounting reporting date against the market share price until such
time as the shares are sold, should, as the board anticipates, the
price be higher than the current market price with any profit from
the reduction of the provision being recognised in future Profit
& Loss statements.
Cash balance as at 31 December
2023 was: £0.2 million overdraft (30 June 2023: £0.1 million, 31
December 2022: £0.3 million). The Group also has overdraft
facilities of £0.385 million which were partially unutilised at 31
December 2023. However, by 31 January 2024, the group had
£0.85m in the bank. Working capital remains strong with
receivables at £3.0m (H1 2023: £4.8m H2 2022: £4.8m) vs creditors
of £1.8m (H1 2023: £1.9m H2 2022: £2.3m).
Earnings per share was a loss of
0.58 pence (H1 2023: 0.09p loss; H2 2022 0.23p profit).
Outlook
We started 2024 with and order book
of £1.1m and recurring revenues of £3.7m which provide a healthy
start for the year. With DRC expected to come on stream and other
potential projects in the pipeline we believe the months and year
ahead will be transformative for the Group.
Peter Fowler,
Group Chief
Executive
27 March 2024
Notes to the unaudited financial
statements
for the six months ended 31
December 2023
1. General information and nature of operations
This condensed consolidated interim
financial report for the half-year reporting period ended 31
December 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 27 March
2024. 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 31 December
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 of the
year is stronger than the first.
2. Significant changes in the current reporting period
There were no major changes,
however the Ghana contract has now been settled as explained in the
Chief Executive Officers review.
3. Basis
of preparation
This condensed consolidated interim financial
report for the half-year reporting period ended 31 December 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 31 December 2023 have
neither been audited nor formally reviewed by the Group's auditors.
The financial information for the six months 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 31 December
2023
|
|
Managed
Services
|
Technology
|
Discontinued
|
Group
and Central
|
Group
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Supply of products
|
|
-
|
332
|
-
|
-
|
332
|
Supply and installation
contracts
|
|
-
|
-
|
-
|
-
|
-
|
Maintenance and services
|
|
2,080
|
256
|
-
|
-
|
2,336
|
Training courses
|
|
189
|
47
|
-
|
-
|
236
|
Revenue
|
|
2,269
|
635
|
-
|
-
|
2,904
|
|
|
|
|
|
|
|
Segmental underlying
EBITDA
|
|
149
|
(86)
|
(770)
|
(19)
|
(726)
|
Share based expense
|
|
-
|
-
|
-
|
3
|
3
|
Depreciation &
amortisation
|
|
(32)
|
(21)
|
-
|
(73)
|
(126)
|
Segment operating result
|
|
117
|
(107)
|
(770)
|
(89)
|
(849)
|
Other gains and losses
|
|
-
|
-
|
-
|
(1,045)
|
(1,045)
|
Finance cost
|
|
-
|
-
|
-
|
(16)
|
(16)
|
Profit/ (loss) before
tax
|
|
117
|
(107)
|
(770)
|
(1,150)
|
(1,910)
|
Income tax charge
|
|
-
|
-
|
|
-
|
-
|
Profit/(loss) for the financial year
|
|
117
|
(107)
|
(770)
|
(1,150)
|
(1,910)
|
|
|
|
|
|
|
|
Segment assets
|
|
4,001
|
1,306
|
-
|
2,135
|
7,442
|
Segment liabilities
|
|
1,022
|
1,329
|
-
|
(5)
|
2,346
|
Capital expenditure
|
|
128
|
-
|
-
|
15
|
143
|
6 Months
to 30 June 2023
|
Managed
Services
|
Technology
|
Discontinued
|
Group
and Central
|
Group
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Supply
of products
|
-
|
379
|
-
|
-
|
379
|
Supply
and installation contracts
|
-
|
13
|
-
|
-
|
13
|
Maintenance and services
|
2,673
|
147
|
89
|
-
|
2,820
|
Training
courses
|
263
|
6
|
-
|
-
|
269
|
Revenue
|
2,936
|
456
|
89
|
-
|
3,482
|
|
|
|
|
|
|
Segmental underlying EBITDA
|
1,705
|
(128)
|
19
|
(1,694)
|
(98)
|
Share
based expense
|
-
|
-
|
-
|
(72)
|
(72)
|
Depreciation & amortisation
|
(72)
|
(2)
|
-
|
(30)
|
(104)
|
Segment
operating result
|
1,633
|
(130)
|
19
|
(1,796)
|
(274)
|
Finance
cost
|
-
|
(1)
|
-
|
(12)
|
(13)
|
Profit/
(loss) before tax
|
1,633
|
(131)
|
19
|
(1,808)
|
(287)
|
Income
tax charge
|
-
|
-
|
-
|
-
|
-
|
Profit/(loss) for the financial year
|
1,633
|
(131)
|
19
|
(1,808)
|
(287)
|
|
|
|
|
|
|
Segment
assets
|
5,740
|
1,217
|
1,090
|
2,563
|
9,520
|
Segment
liabilities
|
1,155
|
550
|
-
|
541
|
2,246
|
Capital
expenditure
|
51
|
-
|
-
|
15
|
66
|
6 Months to 31 December
2022
|
Managed
Services
|
Technology
|
Discontinued
|
Group
and Central
|
Group
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
6
MONTHS TO JUNE 2023
|
|
|
|
|
|
Supply of products
|
-
|
1,194
|
-
|
-
|
1,194
|
Supply and installation
contracts
|
-
|
1,080
|
-
|
-
|
1,080
|
Maintenance and services
|
2,453
|
183
|
387
|
-
|
3,023
|
Training courses
|
293
|
22
|
-
|
-
|
315
|
Revenue
|
2,746
|
2,479
|
387
|
-
|
5,612
|
|
|
|
|
|
|
Segmental underlying
EBITDA
|
693
|
31
|
235
|
(384)
|
575
|
Share based expense
|
-
|
-
|
-
|
-
|
-
|
Depreciation &
amortisation
|
(36)
|
(20)
|
-
|
(62)
|
(118)
|
Segment operating result
|
657
|
11
|
235
|
(446)
|
457
|
Other gains and losses
|
-
|
-
|
-
|
-
|
-
|
Finance cost
|
-
|
-
|
-
|
(35)
|
(35)
|
Profit/ (loss) before
tax
|
657
|
11
|
235
|
(481)
|
422
|
Income tax charge
|
40
|
-
|
-
|
314
|
354
|
Profit/(loss) for the financial year
|
697
|
11
|
235
|
(167)
|
776
|
|
|
|
|
|
|
Segment assets
|
4,886
|
1,453
|
1,090
|
2,600
|
10,029
|
Segment liabilities
|
878
|
1,387
|
1
|
348
|
2,614
|
Capital expenditure
|
113
|
1
|
-
|
39
|
153
|
The Discontinued segment follows
the closure of our Ghana port operation.
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 31 December
2023
|
Six
months ended 30 June 2023
|
Six
months ended 31 December 2022
|
|
£'000
|
£'000
|
£'000
|
United Kingdom and
Europe
|
1,430
|
1,164
|
1,515
|
Africa
|
1,474
|
2,203
|
3,994
|
Middle East
|
-
|
92
|
10
|
Rest of the World
|
-
|
23
|
93
|
Total revenue
|
2,904
|
3,482
|
5,612
|
6. Reconciliation of adjusted
EBITDA
A reconciliation of adjusted EBITDA
to operating profit before income tax is provided as
follows:
|
|
Six months ended 31 December
2023
|
Six
months ended 30 June 2023
|
Six month
ended 31 December 2022
|
|
|
£'000
|
£'000
|
£'000
|
(Loss) from
Operations
|
|
(849)
|
(274)
|
457
|
Depreciation, amortisation and
impairment charges
|
|
126
|
104
|
118
|
Reported EBITDA
|
|
(723)
|
(170)
|
575
|
Share based expense
|
|
(3)
|
72
|
-
|
Adjusted EBTIDA (loss)
|
|
(726)
|
(98)
|
575
|
Adjusted EBITDA is an alternative
performance measure. For further details refer to the 31
December 2022 accounts.
7. Other
gains and losses
The RiverFort EPSA has previously
described in the 2020, 2021 and 2022 accounts. In 2020 the company
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 31 December 2023
there remained 4,300,696 Westminster shares, held to the company's
order equally by RiverFort & YAII, the proceeds of which, when
sold, will be for the benefit of Westminster. If those shares had
been sold at 31 December 2023, due to the low share price at that
time, the company would have received proceeds of £68,811.14
but would have incurred a book loss of £1.05m. Whilst the
company can choose to enact the sale of these shares at any time,
it has not done so and there is no reason nor pressure to do so
until the company's share price has reached a target price of 26p.
The Company believes that with imminent and expected new long-term
contracts to be gained over the next 24 months the target price or
higher can be achieved in due course at which time the shares can
be sold for the benefit of the Company. In the meantime, for the
sake of good governance it has been decided to mark to market the
underlying shares as at 31 December 2023 and make a provision of
£1.05m in Sundry Gains and Losses. This accounting treatment
reflects the current fair value of the underlying shares. This
provision will be assessed at each accounting reporting date
against the market share price until such time as the shares are
sold, should, as the board anticipates, the price be higher than
the current market price with any change in the provision being
recognised in future Profit & Loss statements.
8. Income statement information
a. Significant Items
Other than disclosed elsewhere, the
loss for the half year to 31 December 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 31 December
2023
|
Six
months ended 30 June 2023
|
Six month
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
|
(1,910)
|
(287)
|
776
|
|
|
|
|
Loss per share
|
(0.58)p
|
(0.09)p
|
0.23p
|
9. Cash flow adjustments and changes in working
capital
|
Six months ended 31 December
2023
|
Six
months ended 30 June 2023
|
Six
months ended 31 December 2022
|
|
|
|
|
|
Total
|
Total
|
Total
|
|
£'000
|
£'000
|
£'000
|
Adjustment for non-cash items
|
|
|
|
Depreciation, amortisation and
impairment of non-financial assets
|
126
|
104
|
118
|
Finance costs
|
16
|
13
|
35
|
Movement in right to use
asset
|
16
|
50
|
(28)
|
(Profit) on disposal of
non-financial assets
|
8
|
(5)
|
(4)
|
IFRS 16 interest
adjustment
|
-
|
(4)
|
(5)
|
(Increase)/decrease in Deferred Tax
Asset
|
1
|
-
|
-
|
FX effect
|
(282)
|
-
|
-
|
Share-based payment
expenses
|
(3)
|
72
|
-
|
Total adjustments
|
(118)
|
230
|
116
|
|
|
|
|
Net changes in working capital:
|
|
|
|
Decrease / (increase) in
inventories
|
85
|
26
|
310
|
Decrease / (increase) in trade and
other receivables
|
1,669
|
(10)
|
(1,061)
|
Decrease / (increase) in long term
receivables
|
6
|
224
|
(182)
|
Increase / (decrease) in contract
liabilities
|
16
|
(11)
|
11
|
Increase / (decrease) in trade and
other payables
|
(138)
|
(364)
|
178
|
Total increase / (decrease) in
working capital
|
1,638
|
(135)
|
(744)
|
10. Non-current Receivable
|
As at 31 December
2023
|
As at 30
June 2023
|
As at 31
December 2022
|
Sierra Queen
|
363
|
369
|
593
|
|
363
|
369
|
593
|
The Sierra Queen was a vessel owned
by Sovereign Ferries which was sold in December 2019 into the
Mediterranean leisure market. The pandemic and subsequent
technical issues with the boat have meant that we have had to
renegotiate the payment plan which now stretches out to May
2029. In order to secure this debt the Group had received
cross guarantees from sister companies of the purchaser as well as
a personal guarantee from the owner and reservation of title over
the vessel. Whilst this is stretching out management consider
that this is collectable.
11.
Called up share capital
Ordinary Share Capital
|
6 months to 31st December
2023
|
6 months
to 30th June 2023
|
6 months
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
|
12.
Borrowings
|
Six months ended 31 December
2023
|
Six
months ended 30 June 2023
|
6 months
ended 31 December 2022
|
|
£'000
|
£'000
|
£'000
|
Current borrowings (due < 1 year)
|
|
|
|
Loan
|
280
|
112
|
132
|
Lease Debt
|
36
|
70
|
62
|
Total current borrowings
|
316
|
182
|
194
|
Non-current borrowings (due > 1 year)
|
|
|
|
Lease Debt
|
137
|
49
|
27
|
Total non-current
borrowings
|
137
|
49
|
27
|
Total borrowings
|
453
|
231
|
221
|
13.
Contingencies
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.
14.
Events after the Reporting Period
There are no significant events to
report after the period end, other than as noted in the
report.
15.
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.