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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Westminster Group Plc | LSE:WSG | London | Ordinary Share | GB00B1XLC220 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.95 | 2.90 | 3.00 | 2.95 | 2.95 | 2.95 | 218,007 | 07:36:40 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Security Systems Service | 9.53M | 121k | 0.0004 | 73.75 | 9.75M |
From Apr 2019 to Apr 2024
TIDMWSG
RNS Number : 1066J
Westminster Group PLC
15 August 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014
Westminster Group Plc
('Westminster', the 'Group' or the 'Company')
Interim Results for the six months to 30 June 2019
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 2019.
Financial Highlights:
-- Group revenues for the 6 months ended 30 June 2019 up 117% to GBP5.6m (H1 2018: GBP2.6m). -- 257% increase in Technology Division sales to GBP3.1m from GBP0.9m in H1 2018. -- 47% increase in Managed Services Division sales to GBP2.5m from GBP1.7m in H1 2018.
-- Central costs reduced by 23% from H1 2018 and overall aggregated admin expenses maintained at GBP2.3m despite additional costs from acquisition of Keyguard and increased revenue.
-- Reduction of adjusted EBITDA loss down 88% to GBP49k (H1 2018: loss restated GBP402k).
-- Reduction in reported loss before tax to GBP0.8m including GBP0.3m relating to a non-cash financing charge associated with the CLN extension (H1 2018: loss restated of GBP1.2m extension cost GBP0.3m).
-- Loss per share reduced to 0.58p (H1 2018: 0.97p). -- Operationally cash positive in first half. -- GBP0.5m new equity before expenses raised in February 2019. -- Convertible loan notes extended in May 2019 to 30 June 2020 at a coupon of 15%. -- Cash balance of GBP0.3m at 30 June 2019 (30 June 2018: GBP0.3m).
-- H1 2019 sales order intake remains strong at GBP3.9m (H1 2018: GBP3.9m). Order book at 30 June 2019 - GBP3.3m.
Operational Highlights:
-- Signed a joint venture agreement with Scanport in Ghana leading to the JV receiving a Letter of Intent regarding the appointment as the sole operator for a major long-term managed services project for container screening services at the new $1.5billion USD Tema Container Port terminal in Ghana.
-- Signed a joint venture agreement with a significant partner in the Kingdom of Saudi Arabia, Hazar International, setting up Westminster Arabia in the Kingdom.
-- Signed a strategic alliance with the Gulf Aviation Academy, a leading provider of professional aviation training in Bahrain and the wider Middle East and North Africa ('MENA') region, greatly expanding our range of services to existing and potential clients.
-- Awarded a $3.48m USD contract for the provision of advanced container screening solutions to two separate ports in an Asian country.
-- Acquisition of Euro Ops in May 2019 widening our ability to sell into francophone countries. -- West Africa airport operations at record levels.
Commenting on the results and current trading, Peter Fowler, Chief Executive of Westminster Group, said:
"In our 2018 Annual Report I was pleased to report that our business is now in a better position than it has been for some time in terms of management, structure, revenues and prospects and I am pleased to report that continues to be the case.
"The first 6 months of 2019 has been a significant move forward from the same period last year with H1 2019 revenues of GBP5.6m, more than double that of H1 2018 (GBP2.6m). Both Managed Services and Technology Divisions have performed ahead of expectations and passenger numbers for our West Africa airport operations for the first six months of 2019 are the highest levels since we commenced operations there.
"In the first six months of 2019 we secured GBP3.9m in new orders, in addition to our regular contracted managed services and maintenance recurring revenues. We continue to have a healthy and active enquiry bank and we continue to progress a number of large-scale project opportunities around the world.
"In March 2019 we signed a Joint venture agreement with Scanport in Ghana leading to the Scanport-Westminster JV receiving a Letter of Intent in June 2019 regarding the appointment as the sole operator for a new long-term managed services project for container screening services at the new $1.5billion USD Tema Container Port terminal in Ghana. We expect all contracts to be finalised in the coming weeks and the port to be fully operational by the end of Q3 2019 and to be contributing to the Division's results in H2. This large and prestigious project is a major step forward for the Managed Services Division opening up new long-term, recurring revenue streams and opportunities in a new sector.
"We have also signed other important joint venture agreements. We signed a joint venture agreement with a significant partner in the Kingdom of Saudi Arabia, Hazar International, setting up Westminster Arabia in the Kingdom, opening up a number of potential projects and we also signed a strategic alliance with the Gulf Aviation Academy, a leading provider of professional aviation training in Bahrain and the wider Middle East and North Africa ('MENA') region, greatly expanding our range of services to existing and potential clients. Both are important strategic developments for the business.
"Notwithstanding our growing business we have reduced our central costs, which are down by GBP219k (23%) from H1 2018 and, given the strong H1 performance together with our contracted recurring revenues, a GBP3.3m order book at the end of June 2019 and contribution from Keyguard and Euro Ops, we expect 2019 revenues to be significantly ahead of 2018."
For further information please contact:
Hot Features
Premium
Westminster Group Plc Media enquiries via Walbrook
PR
Rt. Hon. Sir Tony Baldry - Chairman
Peter Fowler - Chief Executive Officer
Mark Hughes - Chief Financial Officer
S. P. Angel Corporate Finance LLP (NOMAD
& Broker)
Stuart Gledhill 020 3470 0470
Caroline Rowe
Walbrook (Investor Relations)
Tom Cooper 020 7933 8780
Paul Vann 0797 122 1972
tom.cooper@walbrookpr.com
Notes to Editors:
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, 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 (NGO's) and blue-chip commercial organisations.
Chief Executive O cer's Review
Overview
In our 2018 Annual Report I was pleased to report that our business is now in a better position than it has been for some time in terms of management, structure, revenues and prospects.
The first 6 months of 2019 has been a significant move forward from the same period last year with H1 2019 revenues of GBP5.6m, more than double that of H1 2018 (GBP2.6m). As outlined in the Divisional Review below, both Managed Services and Technology Divisions have performed ahead of expectations and passenger numbers for our West Africa airport operations for the first six months of 2019 are the highest levels since we commenced operations there. In the first six months of 2019 we secured GBP3.9m in new orders, in addition to our regular contracted managed services and maintenance recurring revenues. We continue to have a healthy and active enquiry bank and we continue to progress a number of large-scale project opportunities around the world.
Despite our growing business we have reduced our central costs, which are down by GBP219,000 (23%) from H1 2018 and given the strong H1 performance together with our contracted recurring revenues and a GBP3.3m order book at the end of June 2019 (which includes our landmark $3.48m Asia port contact from our Technology Division) we look forward to a strong full year performance significantly ahead of 2018, building on our year on year revenue growth.
Divisional Review
Managed Services Division
Our Managed Services Division, and the significant growth opportunities it presents, remains a key focus for the Group. The Division, now incorporating Keyguard, has had a good start to the year with H1 revenues up by 47% to GBP2.5m (H1 2018: GBP1.7m).
A defining aspect of the period however has been setting up a new long-term managed services project for container screening services at the new $1.5billion Tema Container Port Terminal in Ghana, West Africa, which is set to be one of the leading and most advanced ports in Africa. Following several months of discussions, in March 2019 we entered into a Technical Partnership Agreement with a Ghanaian company, Scanport Ltd. regarding a contract to manage, operate, maintain and upgrade, as necessary, the container screening services at the new Tema Container Port Terminal. Westminster's role as technical partner is to provide the requisite expertise and management of the operation.
Following meetings with the port operator and developer, Meridian Port Services (MPS), during May and early June, we were informed that Scanport-Westminster were to be appointed as the sole screening operator. Due to the large and complex nature of the project and the port opening date of 28 June 2019, we were asked to commence operations immediately and received a Letter of Intent, which we announced on 18 June 2019, whilst definitive contracts were finalised.
Scanport-Westminster accordingly established a full scanning operation at the primary scanning stations at both the import and export gates and secondary screening services at the intensive search area for physical inspections. During July 2019, 20,889 Twenty-foot Equivalent Units ('TEU') passed through the port and screening stations whilst port systems were tested, and teething issues ironed out.
The new Tema Container Terminal will expand the port's capacity from currently 1 million TEU pa to over 3.5 million pa and incorporates some of the largest and most advanced Ship-to-Shore cranes in the world, designed to accommodate the world's largest container ships, creating a world-class container port operation.
Negotiation of contracts is in process and we expect all contracts to be finalised in the coming weeks. The port will be fully operational by the end of Q3 2019. It is expected that the project will start to make a contribution to the Division's results during H2. This is a large and prestigious project and will be a major step forward for the Managed Services Division opening up new long-term, recurring revenue streams and new opportunities in a new sector.
Revenues at our West Africa airport operations were at record levels during H1 2019, an 18% increase over H1 2018, and the trend looks set to continue with July 2019 passenger numbers being the best July since we commenced operations there.
In our 2018 Annual Report we announced the opening of our new training facility based at our Headquarters in Banbury, Oxfordshire, and that we have already delivered specialist training for delegates from one of the largest airlines in Europe. We believe this training facility opens up new business opportunities for the Group. This and the expanding nature of our training business to clients around the world has contributed to the 56% rise in training and consultancy revenue.
Our Managed Services business has a growing portfolio of opportunities and has, in the period, secured a number of new smaller contract awards for guarding, equipment, training and services to a number of airports around the world and we continue to work towards signing further long term Managed Services contracts in the months ahead, however, as always, there is never certainty as to timing or outcome in these matters. These opportunities represent a major step in the transition of Westminster into a long-term managed services business.
Whilst airport security has been and remains a major focus of our business, there are also other equally exciting opportunities, such as port security and other infrastructure security solutions that we are pursuing, as the Ghana appointment and Asia contract this year demonstrate.
We completed the acquisition of French based Euro Ops in May 2019 which is already contributing to the Division's revenues and has not only extended our geographical footprint but has also introduced new niche products in adjacent sectors.
Keyguard Ltd., the guarding and risk management company which we acquired at the end of 2018, is progressing and adding to its portfolio of projects including large scale infrastructure projects such as HS2, for which we now have a guarding contract as well as facility management projects which open up cross selling opportunities within the Group.
Technology Division
Our Technology Division had a good start to the year with H1 revenues up by 257% to GBP3.1m (H1 2018: GBP0.9m).
The Division continues to secure orders for a wide range of products and services delivered to clients all over the world. We are not a manufacturer and are product agnostic, enabling us to deliver the best solution for any given application.
In April 2019, our Technology division announced the award of a $3.48million US Dollar contract for the provision of advanced container screening solutions to two separate ports in an Asian country, which had been under negotiation for several months. Whilst the project is a high priority for the client, we could not commence operations and organise manufacturing until we had received the letters of credit in order to organise project funding - these arrived in mid-July. Following the fundraising on 25 July we have been able to immediately commence production and expect to complete the first installation on schedule in Q3 2019 and the second installation shortly afterwards, subject to any unforeseen delays.
Having earlier this year delivered the remainder of the $4.5m US Dollar vehicle screening contract in the Middle East, which the Company secured in 2018, this latest award for container screening in Asia is a testament to Westminster's expertise and global reach.
The expertise of the Technology Division underpins our Managed Services Division where we can offer best in class equipment and solutions for our potential customers in emerging markets.
Joint Ventures
In our 2018 Annual Report we announced that as part of our expansion strategy we are looking at both acquisition and strategic joint venture opportunities to complement our many organic growth prospects.
This year we have thus far:
-- Entered into a Technical Partnership Agreement with Scanport in Ghana to bid for the Tema Port container screening project which has resulted in the letter of intent regarding appointment of the JV as sole operator for the project.
-- Signed a Joint Venture Agreement with a significant partner in the Kingdom of Saudi Arabia, Hazar International.
-- Entered into a Strategic Alliance Agreement with the Gulf Aviation Academy of Bahrain ('GAA') for the provision of aviation and other specialised training services.
There are further Joint Venture and Strategic Partnerships currently being negotiated in different parts of the world which we will announce at the appropriate time.
Ferry Terminals
Following our exit from the ferry operation and a period of negotiation, in June 2019 we handed back the ferry terminals and agreed a termination of our 21-year agreement with no further obligations. The Sierra Queen is on the market and we intend to sell her at the earliest opportunity. The book value is GBP170,000 and we currently have offers around that price which are being pursued. The ferry operation is accounted for in discontinued operations.
Iranian Contract
As previously advised, our Iranian contract remains on hold whilst we continue to closely monitor the geopolitical situation and the future of the Joint Comprehensive Plan of Action and it no longer features in our internal forecasts. In order to preserve the potential of this project without affecting the Group's other business activities, we are investigating putting measures in place to isolate the contract in a dormant German subsidiary. Such measure would mean that should circumstances change in the future, to safely and legally allow the project to go ahead without impact on the rest of our business we would have the option of re-activating it by exchange of board letters with the client.
Board Changes
We continue to enhance and strengthen our Board.
In January 2019 Charles Cattaneo joined the Board as a NED. Charles has been a director of a number of public and private companies and is currently the Chairman of the Midlands Regional Advisory Group of the London Stock Exchange. His wealth of City and corporate finance knowledge and experience gained from a variety of business sectors, in particular advising AIM companies and serving on boards of growing and successful companies, is of great value to our business as we expand and deliver on our significant potential. As a Chartered Accountant he has taken over as Chair of the Audit Committee and Chair of the Risk Committee.
Also in January 2019, James Sutcliffe, by agreement, left the Westminster Group Plc board to take on the role as Chairman of the International Advisory Board, where the benefit of his extensive international experience and high-level Government contacts overseas can be of significant value to the Company's business development and expansion going forward. James is already assisting the Company with several large-scale opportunities in Asia and South America.
Financial
Revenues at GBP5.6m for the first half year were ahead of the Boards' expectations (H1 2018: GBP2.6m). Managed Services revenues were GBP2.5m (H1 2018: GBP1.7m). The Managed Services revenue increase reflects the acquisition of Keyguard, increasing passenger numbers in our West African Airport, expansion of Training and Consultancy and the benefit from a declining pound. Technology Division revenues were GBP3.1m (H1 2018: GBP0.9m). Technology Division should benefit in the second half from the $3.48m USD Asian Contract announced in April.
The Group generated a gross profit of GBP2.0m (H1 2018: GBP1.6m) which equates to a gross margin of 36% (H1 2018: 61%). The reduction in gross margin percent reflects the higher mix of lower margin Technology sales.
We are pleased to report that central costs have reduced by GBP219,000 (23%) in H1 2019 and this has offset the additional administrative overheads from the Keyguard acquisition and additional divisional costs supporting the growth in revenue that has left overall administrative overheads unchanged at GBP2.3m.
Exceptional items amounted to GBP0.1m (H1 2018: GBP0.2m). In both H1 2019 and H1 2018 the exceptional items primarily related to the pre-contract costs of the Iranian contract. As we are now working under the assumption that due to the geopolitical climate this is not going to proceed in the near term, costs associated with this project have ceased.
The loss from operations of GBP0.3m was GBP0.4m lower than the loss of GBP0.7m in H1 2018 and the EBITDA loss of GBP49,000 compares to an EBITDA loss of GBP402,000 (Restated for IFRS 16) in H1 2018.
Our underlying cash interest cost was GBP0.2m (H1 2018: GBP0.2m) reflecting primarily the interest on the convertible loan notes. A further GBP0.3m (H1 2018: GBP0.3m) of non-cash financing charges arose from the amortisation and extension of the convertible loan notes. In total, the financing costs amounted to GBP0.5m (H1 2018: GBP0.5m).
Earnings per share were a loss of 0.58 pence (H1 2018: loss of 0.97 pence). Although the number of shares in issue increased, the loss after tax decreased resulting in the reduced loss per share over H1 2018.
The 2018 comparative figures have been restated to reflect the effect of the new standard on accounting for leases (IFRS 16) for further details see note 13 below. Also, the 2018 half year comparative on Goodwill has been restated in line with the treatment in the 2018 annual accounts.
Statement of Financial Position and Cash Flow
The Group ended the period with a GBP0.3m cash balance, and at 14 August 2019 the cash balance was GBP0.8m, having already paid in early August a GBP0.5m deposit towards the Asia Port Scanners. The net cash inflow from operating activities was GBP0.2m (H1 2018: outflow of GBP0.7m used in operating activities). GBP0.1m cash was used in investing activities (H1 2018: GBP0m) and GBP0.5m cash was generated from raising GBP0.5m of new equity in February 2019 before expenses (H1 2018: GBP0.8m equity) for working capital and project development.
At the end of the period, the Group had a Convertible Loan Note (CLN) outstanding with a principal of GBP2.2m (H1 2018: GBP2.2m). The coupon is 15% payable quarterly in arrears, it has a conversion price of 15 pence and is repayable in June 2020. The conversion price will be 12.5p from 30 September 2019 and 10p from 31 December 2019. It is our intension to redeem the CLN at the earliest opportunity.
The Company raised a further GBP1m of new equity post the period end in July 2019 with the primary purpose for the funds being to part fund the manufacture of the equipment to be shipped and installed under the $3.48m USD contract for container screening solutions to two ports in Asia.
The Company had been seeking to raise project or trade finance to fund larger scale projects. However, with timing and outcome of discussions uncertain and the volatility of the share price the Company took the decision to raise funding via the issue of equity which has enabled us to commence the Asia Port project as soon as possible.
Brexit
The Board has considered the potential risks and impact of the Brexit negotiations on the business. A large portion of our revenues and direct costs are outside of both the UK and EU and conducted largely in US Dollars and potentially Euros. We do not at this time consider that Brexit, in whatever form, will materially affect our ability to conduct our business and our offices in both Germany and France provide us with European bases from which to mitigate some of the potential issues.
The one impact that Brexit is having on our business is on exchange rate movement between GBP and USD/Euro. The current weakness in sterling is positively increasing our USD/Euro revenues when translated into GDP. Should Brexit not happen, or a new referendum be called the reverse could happen. The Board continues to monitor the situation.
Outlook
As reported in our 2018 Annual Report we have delivered steady year on year revenue growth over the past few years with 2018 being 24% up on the previous year. H1 2019 has continued this progress and commenced on a strong note showing 117% growth over H1 2018 and 37% growth over H2 2018. We expect this to continue. Based on our current order book and our run rate business, including Keyguard and Euro Ops, we expect 2019 revenues to be significantly ahead of 2018.
Our vision is to build a global business with strong brand recognition delivering niche security solutions and long-term managed services to high growth and emerging markets around the world.
Whilst operating in emerging markets does carry a higher risk of delays and disruption, is time consuming and involves a degree of frustration and bureaucracy, with perseverance and diligence the potential rewards are substantial.
Over the next few months and years we have an opportunity to build on our current achievements and year on year growth with the potential for unprecedented growth from the many prospects we are pursuing, and the Board and I remain committed to delivering on this potential.
Peter Fowler
Group Chief Executive
14 August 2019
Consolidated Statement of Comprehensive Income (unaudited)
for the six months ended 30 June 2019
Note Six months Six months Six Six months Six months Six Year ended Year ended Year
ended 30 ended 30 months ended 30 ended 30 months 31 31 December ended 31
June 2019 June 2019 ended June 2018 June 2018 ended 30 December 2018 December
30 June Restated Restated June 2018 Restated 2018
2019 2018 Restated Restated
Restated
Continuing Discontinued Total Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Operations Operations Operations Operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 6 5,610 - 5,610 2,586 - 2,586 6,668 - 6,668
Cost of sales (3,592) - (3,592) (1,012) - (1,012) (3,020) - (3,020)
----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
Gross profit 2,018 - 2,018 1,574 - 1,574 3,648 - 3,648
Administrative
expenses (2,278) (24) (2,302) (2,273) (14) (2,287) (4,832) 149 (4,683)
----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
Operating (loss)
/ profit 6 (260) (24) (284) (699) (14) (713) (1,184) 149 (1,035)
Analysis of
operating (loss)
/ profit
Add back
depreciation
and
amortisation 106 - 106 82 - 82 169 - 169
Add back share
option expenses - - - - - - 281 - 281
Add back
impairment
charges - - - - - - - (170) (170)
Add back
exceptional
items 8 105 24 129 215 14 229 380 21 401
----------------- ----- ----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
EBITDA loss from
underlying
operations (49) - (49) (402) - (402) (354) - (354)
----------------- ----- ----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
Finance costs 9 (503) - (503) (485) - (485) (333) - (333)
----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
(Loss) / profit
before taxation (763) (24) (787) (1,184) (14) (1,198) (1,517) 149 (1,368)
Taxation - - - (5) - (5) 872 - 872
----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
Total
comprehensive
(expense) /
income for the
period (763) (24) (787) (1,189) (14) (1,203) (645) 149 (496)
Loss and total
comprehensive
loss
attributable to:
Owners of the
parent (738) (24) (762) (1,192) (14) (1,206) (499) 149 (350)
Non-controlling
interest (25) - (25) 3 - 3 (146) - (146)
Loss and total
comprehensive
profit / (loss) (763) (24) (787) (1,189) (14) (1,203) (645) 149 (496)
----------- ------------- -------- ----------- ------------- --------- ----------- ------------- ---------
Profit / (loss)
per share
(pence) 7 (0.56) (0.02) (0.58) (0.96) (0.01) (0.97) (0.50) 0.11 (0.39)
Consolidated Statement of Financial Position (unaudited)
As at 30 June 2019
As at As at As at
30 June 30 June 31 December
2019 2018 2018 Restated
Restated
Note GBP'000 GBP'000 GBP'000
Goodwill 607 397 596
Other intangible assets 130 112 100
Property, plant and equipment 2,077 1,960 2,112
Deferred tax asset 889 - 889
Total Non-Current Assets 3,703 2,469 3,697
--------- ---------- ---------------
Inventories 47 42 74
Trade and other receivables 1,610 1,256 4,616
Cash and cash equivalents 309 318 290
Total Current Assets 1,966 1,616 4,980
--------- ---------- ---------------
Assets of disposal groups classified
as held for sale 170 - 170
Total Assets 5,839 4,085 8,847
========= ========== ===============
Called up share capital 11 13,503 12,503 13,003
Share premium account 9,525 9,597 9,568
Merger relief reserve 300 299 299
Share based payment reserve 858 598 858
Equity Reserve on Convertible
Loan Note 352 506 222
Revaluation reserve 133 134 134
Retained earnings (23,347) (23,440) (22,595)
--------- ---------- ---------------
(Deficit)/Equity attributable
to
Owners of the parent 1,324 197 1,489
Non-controlling interest (371) (197) (346)
Total Shareholders' Equity 953 - 1,143
--------- ---------- ---------------
Non-current borrowings 12 298 2,233 2,545
Total Non-Current Liabilities 298 2,233 2,545
--------- ---------- ---------------
Current borrowings 12 2,462 12 59
Deferred income 432 639 2,438
Trade and other payables 1,641 1,049 2,511
--------- ---------- ---------------
Total Current Liabilities 4,535 1,700 5,008
Liabilities of disposal groups
classified as held for sale 53 152 151
--------- ---------- ---------------
Total Liabilities 4,886 4,085 7,704
Total Liabilities and Shareholders'
Equity 5,839 4,085 8,847
========= ========== ===============
Consolidated Statement of Changes in Equity (unaudited)
for the six months ended 30 June 2019
Called Share Merger Share Revaluation Equity Retained Total Non-controlling Total
up premium relief based reserve reserve earnings interest share-holders'
share account reserve payment on CLN equity
capital reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
January 2019 13,003 9,568 299 858 134 222 (22,595) 1,489 (346) 1,143
Issue of new
shares 500 - - - - - - 500 - 500
Costs of new
share issues - (43) - - - - - (43) - (43)
CLN extension - - - - - 130 - 130 - 130
IFRS 16
adjustment
for
prior years - - - - - - 1 1 - 1
Other
movements in
equity - - - - - - 9 9 - 9
Rounding - - 1 - (1) - - - - -
Total
transactions
with
owners 500 (43) 1 - (1) 130 10 597 - 597
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
Total
comprehensive
expense
for the
period - - - - - - (762) (762) (25) (787)
As at 30 June
2019 13,503 9,525 300 858 133 352 (23,347) 1,324 (371) 953
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
As at 1
January 2018 12,074 9,226 299 621 134 186 (22,256) 284 (200) 84
Issue of new
shares 341 409 - - - - - 750 - 750
Costs of new
share issues - (38) - - - - - (38) - (38)
CLN extension - - - - - 320 - 320 - 320
Warrants
exercised 88 - - (23) - - 23 88 - 88
Total
transactions
with
owners 429 371 - (23) - 320 23 1,120 - 1,120
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
Total
comprehensive
income
/ (expense)
for the
period - - - - - - (1,207) (1,207) 3 (1,204)
As at 30 June
2018 12,503 9,597 299 598 134 506 (23,440) 197 (197) -
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
As at 1
January 2018 12,074 9,226 299 621 134 186 (22,256) 284 (200) 84
Shares issued
for cash 841 409 - - - - - 1,250 - 1,250
Cost of share
issues - (67) - - - - - (67) - (67)
Share based
payment
charge - - - 237 - - - 237 - 237
Exercise of
warrants and
share options 88 - - - - - - 88 - 88
Other
movements in
Equity - - - - - - (182) (182) - (182)
Acquisition of
Keyguard - - - - - - 195 195 - 195
IFRS 16
Adjustment
for
Prior Years - - - - - - (3) (3) - (3)
CLN conversion - - - - - 36 - 36 - 36
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
Total
transactions
with
owners 929 342 - 237 - 36 10 1,554 - 1,554
--------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
Total comprehensive
expense
for the year - - - - - - (349) (349) (146) (495)
As at 31
December 2018 13,003 9,568 299 858 134 222 (22,595) 1,489 (346) 1,143 --------------- -------- -------- -------- -------- ------------ -------- --------- -------- ---------------- ---------------
Consolidated Cash Flow Statement (unaudited)
for the six months ended 30 June 2019
Six months Six months Six Six months Six months Six months Year ended Year ended Year
ended 30 ended 30 months ended 30 ended 30 ended 31 31 December ended
June 2019 June 2019 ended June 2018 June 2018 30 June December 2018 31
30 June (Restated) (Restated) 2018 2018 (Restated) December
2019 (Restated) (Restated) 2018
(Restated)
Continuing Discontinued Total Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Operations Operations Operations Operations
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(Loss) / Profit
after taxation (763) (24) (787) (1,189) (14) (1,203) (645) 149 (496)
Taxation - - - - - - (872) - (872)
----------- ------------- -------- ----------- ------------- ----------- ----------- ------------- -----------
Loss before
taxation (763) (24) (787) (1,189) (14) (1,203) (1,517) 149 (1,368)
Non-cash
adjustments 10 909 - 909 562 - 562 491 (170) 321
Net changes in
working capital 10 157 (98) 59 26 (85) (59) (192) - (192)
----------- ------------- -------- ----------- ------------- ----------- ----------- ------------- -----------
Cash
inflow/(outflow)
from
operating
activities 303 (122) 181 (601) (99) (700) (1,218) (21) (1,239)
Investing
activities
Purchase of
property, plant
and equipment (105) - (105) (26) - (26) (58) - (58)
Cash inflow /
(outflow) on
acquisition (16) - (16) - - - 104 - 104
----------- ------------- -------- ----------- ------------- ----------- ----------- ------------- -----------
Cash outflow from
investing
activities (121) - (121) (26) - (26) 46 - 46
Financing
activities
Gross proceeds
from the issue
of ordinary
shares 500 - 500 838 - 838 1,338 - 1,338
Costs of share
issues in the
period (43) - (43) (38) - (38) (68) - (68)
Borrowing
repayments - - - - - - 176 - 176
Interest paid (498) - (498) (148) - (148) (355) - (355)
----------- ------------- -------- ----------- ------------- ----------- ----------- ------------- -----------
Cash inflow from
financing
activities (41) - (41) 652 - 652 1,091 - 1,091
Change in cash
and cash
equivalents
in the period 141 (122) 19 25 (99) (74) (81) (21) (102)
Cash and cash
equivalents at
the beginning of
the period 290 392 392
Cash and cash
equivalents at
the end of the
period 309 318 290
Notes to the financial statements
for the six months ended 30 June 2019
1. General information and nature of operations
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 2019 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.
2. Basis of preparation
These unaudited condensed consolidated interim financial statements are for the six months ended 30 June 2019. They have been prepared following the recognition and measurement of principles of IFRS as adopted by the European Union. The statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2018.
These consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements, which were for the year ended 31 December 2018, with the exception of the change in accounting policy for Leases to comply with IFRS 16 for further details see note 13 below.
The policy applicable from 1 January 2019 for leases is:
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-- the contract involves the use of an identified asset- this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
-- the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-- the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
o the Group has the right to operate the asset; or
o the Group designed the asset in a way that predetermines how and for what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
2. Basis of preparation (continued)
However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
For leases, still active, entered into before 1 January 2019 a retrospective approach has been adopted.
These consolidated interim financial statements for the six months ended 30 June 2019 have neither been audited nor formally reviewed by the Group's auditors. The financial information for the year ended 31 December 2018 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 2018 have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified in accordance with Section 495 of the Companies Act 2006.
3. Going concern
The directors have, at the time of approving this interim report, 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.
4. Basis of consolidation
These Group financial statements consolidate those of the Group and its subsidiary undertakings drawn up to 30 June 2019. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. The Group obtains and exercises control through voting rights. Consolidation is conducted by eliminating the investment in the subsidiary together with the parent's share of the net equity of the subsidiary.
5. Functional and presentational currency
The financial information has been presented in pounds sterling, which is the Group's presentational currency. All financial information presented has been rounded to the nearest thousand.
6. 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 companies, Westminster Aviation and Westminster International.
Managed Technology Group Ongoing
Services Division and Central Operations
Aviation Costs
GBP'000 GBP'000 GBP'000 GBP'000
6 MONTHS TO JUNE 2019
Supply of products and solutions - 2,919 - 2,919
Supply and installation contracts - 2 - 2
Maintenance and service - 141 - 141
Airport security fees 1,911 - - 1,911
Training and consultancy 176 1 - 177
Guarding 460 - - 460
Revenue 2,547 3,063 - 5,610
------------------------------------ ---------- -----------
Segmental underlying EBITDA 617 84 (750) (49)
Exceptional items (129) - - (129)
Depreciation & amortisation (48) (15) (43) (106)
------------------------------------ ---------- ----------- ------------- ------------
Segment operating result 440 69 (793) (284)
Finance cost (2) (2) (499) (503)
Profit/(loss) before tax for the 6
months to June 2019 438 67 (1,292) (787)
------------------------------------ ---------- -----------
Managed Technology Group Ongoing
Services Division and Central Operations
Aviation Costs
GBP'000 GBP'000 GBP'000 GBP'000
6 MONTHS TO JUNE 2018
Supply of products and solutions - 708 - 708
Supply and installation contracts - 13 - 13
Maintenance and service - 136 - 136
Airport security fees 1,616 - - 1,616
Training and consultancy 113 - - 113
Guarding - - - -
Revenue 1,729 857 - 2,586
------------------------------------ ---------- -----------
Segmental underlying EBITDA 610 (43) (969) (402)
Exceptional items (229) - - (229)
Depreciation & amortisation (39) (10) (33) (82)
------------------------------------ ---------- ----------- ------------- ------------
Segment operating result 342 (53) (1,002) (713)
Finance cost - (1) (484) (485)
Profit/(loss) before tax for the 6
months to June 2018 342 (54) (1,486) (1,198)
------------------------------------ ---------- -----------
Geographical areas
The Group's international business is conducted on a global scale, with agents present in all major continents. The following table provides an analysis of the Group's sales by geographical market, irrespective of the origin of the goods/services.
Six months Six months
ended 30 ended 30
June 2019 June 2018
GBP'000 GBP'000
-----------
United Kingdom and
Europe 1,204 554
Africa 2,085 1,842
Middle East 2,226 3
Rest of the World 95 187
Total revenue 5,610 2,586
-------------------- =========== ===========
7. Loss per share
Earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Only those outstanding options that have an exercise price below the average market share price in the period have been included. For each period, the issue of additional shares on exercise of outstanding share options would decrease the basic loss per share and therefore there is no dilutive effect.
The weighted average number of ordinary shares is calculated as follows:
Six months Six months Year ended
ended 30 ended 30 31 December
June 2019 June 2018 2018 Restated
Earnings per share calculation Restated
'000 '000 '000
Number of issued ordinary shares at
the start of period 130,028 120,743 120,743
Effect of shares issued during the
period 3,923 3,710 5,409
Weighted average basic and diluted
number of shares for period 133,951 124,453 126,152
=========== =========== ===============
Earnings GBP'000 GBP'000 GBP'000
Loss and total comprehensive expense
(continuing) (763) (1,189) (645)
Loss and total comprehensive expense
(discontinued) (24) (14) 149
Loss and total comprehensive expense (787) (1,203) (496)
=========== =========== ===============
Loss per share (0.58) (0.97) (0.39)
8. Exceptional items
Six months ended Six months ended Year ended
30 June 2019 30 June 2018 31 December
2018
GBP'000 GBP'000 GBP'000
Middle East contract pre-contract
costs 105 215 294
Ferry closure costs 24 14 21
Other - - 86
Total exceptional items 129 229 401
================= ================= ============
9. Finance costs
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2019 2018 2018
GBP'000 GBP'000 GBP'000
Interest received - - 1
Interest payable on bank and
other borrowings (50) (37) (41)
Interest expenses on convertible
loan notes (453) (448) (293)
--------------- --------------- -------------
Total finance costs (503) (485) (333)
=============== =============== =============
10. Cash flow adjustments and changes in working capital
The following non-cash items and adjustments for changes in working capital have been made to loss before tax to arrive at operating cash flow:
Six months Six months Six Six months Six months Six Year ended Year ended Year
ended 30 ended 30 months ended ended 30 months 31 31 December ended
June 2019 June 2019 ended 30 June June 2018 ended December 2018 31
30 2018 30 2018 December
June June 2018
2019 2018
Continuing Discontinued Total Continuing Discontinued Total Continuing Discontinued Total
Operations Operations Operations Operations Operations Operations
Adjustment for GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
non-cash
items
Depreciation,
amortisation
and impairment of
non-financial
assets 106 - 106 77 - 77 150 (170) (20)
Effect of
liabilities
acquired - - - - - - (303) - (303)
Finance costs 503 - 503 484 - 484 329 - 329
Profit on disposal
of non-financial
assets - - - 1 - 1 2 - 2
IFRS 16 interest
adjustment (5) - (5) - - - 1 - 1
Non-cash accounting
for CLN 296 - 296 - - - 75 - 75
Other movements in
Equity 9 - 9 - - - - - -
Share-based payment
expenses - - - - - - 237 - 237
----------- ------------- -------- ----------- ------------- -------- ----------- ------------- ---------
Total adjustments 909 - 909 562 - 562 491 (170) 321
=========== ============= ======== =========== ============= ======== =========== ============= =========
Net changes in
working
capital:
Decrease/(increase)
in inventories 27 - 27 (3) - (3) (35) - (35)
Decrease/(increase)
in trade and other
receivables 3,006 - 3,006 (562) - (562) (3,923) - (3,923)
Increase/(decrease)
in trade and other
payables (870) (98) (968) (48) (85) (133) 1,328 - 1,328
Increase/(decrease)
in deferred income (2,006) - (2,006) 639 - 639 2,438 - 2,438
----------- ------------- -------- ----------- ------------- -------- ----------- ------------- ---------
Total changes in
working
capital 157 (98) 59 26 (85) (59) (192) - (192)
=========== ============= ======== =========== ============= ======== =========== ============= =========
11. Called up share capital
Ordinary Share Capital 6 months to 6 months to Year to
30 June 2019 30 June 2018 31 December 2018
Number GBP'000 Number GBP'000 Number GBP'000
--------------------------------- ------------ -------- ------------ -------- ------------ --------
At the beginning of the period 130,027,511 13,003 120,743,420 12,074 120,743,420 12,074
Arising on exercise of warrants
and share options - - 875,000 88 875,000 88
Other issues for cash 5,000,000 500 3,409,091 341 8,409,091 841
At the end of the period 135,027,511 13,503 125,027,511 12,503 130,027,511 13,003
--------------------------------- ------------ -------- ------------ -------- ------------ --------
12. Borrowings
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2019 2018 2018
GBP'000 GBP'000 GBP'000
Current borrowings (due
< 1 year)
Convertible loan note 2,401 - -
IFRS 16 borrowings 61 12 59
--------------- --------------- -------------
Total current borrowings 2,462 12 59
Non-current borrowings
(due > 1 year)
Convertible loan note - 2,200 2,216
Convertible unsecured loan
note 171 - 171
IFRS 16 borrowings 127 33 158
--------------- --------------- -------------
Total non-current borrowings 298 2,233 2,545
Total borrowings 2,760 2,245 2,604
=============== =============== =============
13. Effect of introducing IFRS 16 Leases
IFRS 16 is a new standard on lease accounting.
This standard, which is mandatory for periods commencing on or after 1 January 2019, requires lessees to account for all leases on their balance sheets, including those which had previously been treated as operating leases and accounted for in the P&L account as an "in-year" expense. This will include leases of retail and commercial property, equipment and vehicles.
The effect on Westminster Group PLC, detail below, is relatively minor as the group only has a small number of leased vehicles.
13. Effect of introducing IFRS 16 Leases (continued) - Financial position
As at IFRS As at As at IFRS As at
30 June 16 30 June 31 December 16 31 December
2018 2018 2018 2018
Restated Restated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Goodwill 397 - 397 596 - 596
Other intangible assets 112 - 112 100 - 100
Property, plant and equipment 1,916 44 1,960 1,898 214 2,112
Deferred tax asset - - - 889 - 889
Total Non-Current Assets 2,425 44 2,469 3,483 214 3,697
------------- ----------- --------------- ------------- ----------- -------------
Inventories 42 - 42 74 - 74
Trade and other receivables 1,256 - 1,256 4,616 - 4,616
Cash and cash equivalents 318 - 318 290 - 290
Total Current Assets 1,616 - 1,616 4,980 - 4,980
------------- ----------- --------------- ------------- ----------- -------------
Assets of disposal groups
classified as held for sale - - - 170 - 170
Total Assets 4,041 44 4,085 8,633 214 8,847
============= =========== =============== ============= =========== =============
Called up share capital 12,503 - 12,503 13,003 - 13,003
Share premium account 9,597 - 9,597 9,568 - 9,568
Merger relief reserve 299 - 299 299 - 299
Share based payment reserve 598 - 598 858 - 858
Equity reserve on convertible
loan note 506 - 506 222 - 222
Revaluation reserve 134 - 134 134 - 134
Retained earnings (23,439) (1) (23,440) (22,592) (3) (22,595)
Equity / (Deficit)
attributable
to
Owners of the parent 198 (1) 197 1,492 (3) 1,489
Non-controlling interest (197) - (197) (346) - (346)
Total Shareholders' Equity
/ (Deficit) 1 (1) 0 1,146 (3) 1,143
------------- ----------- --------------- ------------- ----------- -------------
Non-current borrowings 2,200 33 2,233 2,387 158 2,545
Total Non-Current Liabilities 2,200 33 2,233 2,387 158 2,545
------------- ----------- --------------- ------------- ----------- -------------
Current borrowings - 12 12 - 59 59
Deferred income 639 - 639 2,438 - 2,438
Trade and other payables 1,049 - 1,049 2,511 - 2,511
Total Current Liabilities 1,688 12 1,700 4,949 59 5,008
------------- ----------- --------------- ------------- ----------- -------------
Liabilities of disposal group
classified as held for sale 152 - 152 151 - 151
------------- ----------- --------------- ------------- ----------- -------------
Total Liabilities 4,040 45 4,085 7,487 217 7,704
------------- ----------- --------------- ------------- ----------- -------------
Total Liabilities and
Shareholders'
Equity 4,041 44 4,085 8,633 214 8,847
============= =========== =============== ============= =========== =============
13. Effect of introducing IFRS 16 Leases - Comprehensive Income
Six months IFRS Six months Year ended IFRS Year
ended 16 ended 31 December 16 ended
30 June 30 June 2018 31 December
2018 2018 2018
Restated Restated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 2,586 - 2,586 6,668 - 6,668
Cost of sales (1,012) - (1,012) (3,020) - (3,020)
------------- ----------- ------------- --------------- ------------ -------------
Gross profit 1,574 - 1,574 3,648 - 3,648
Administrative expenses (2,288) 1 (2,287) (4,686) 3 (4,683)
------------- ----------- ------------- --------------- ------------ -------------
Operating loss (714) 1 (713) (1,038) 3 (1,035)
Analysis of operating loss
----------------------------- ------------- ----------- ------------- --------------- ------------ -------------
Add back depreciation and
amortisation 77 5 82 148 21 169
Add back share option
expenses - - - 281 - 281
Add back impairment charges - - - (170) - (170)
Add back exceptional items 229 - 229 401 - 401
----------------------------- ------------- ----------- ------------- --------------- ------------ -------------
EBITDA (loss) / profit from
underlying operations (408) 6 (402) (378) 24 (354)
----------------------------- ------------- ----------- ------------- --------------- ------------ -------------
Finance costs (484) (1) (485) (329) (4) (333)
Loss before taxation (1,198) - (1,198) (1,367) (1) (1,368)
Taxation (5) - (5) 872 - 872
------------- ----------- ------------- --------------- ------------ -------------
Total comprehensive expense
for the period (1,203) - (1,203) (495) (1) (496)
Loss and total comprehensive
loss attributable to:
Owners of the parent (1,206) - (1,206) (349) (1) (350)
Non-controlling interest 3 - 3 (146) - (146)
------------- ----------- ------------- --------------- ------------ -------------
Loss and total comprehensive
loss (1,203) - (1,203) (495) (1) (496)
============= =========== ============= =============== ============ =============
The Group leases vehicles that it uses mainly as part of its Service and Maintenance business. The lease terms are between three and five years, after which the Group has an option to purchase the vehicle. Under IAS 17, the Group determined that it was not reasonably certain to exercise these purchase options and classified the leases as operating leases. For the purposes of applying the retrospective approach to these leases, the Group elects to:
-- measure the right-of-use asset at an amount equal to the present value of the lease liability at the date of initial application discounted at the rate implicit in the lease;
-- apply the practical expedient to apply a single discount rate to a portfolio of leases with similar characteristics; and
-- apply the practical expedient to exclude initial direct costs from the right-of-use asset. 14. Related Party Transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
15. Events after the Reporting Period
On 25 July 2019 the Company raised GBP1 million before expenses by means of a Placing which resulted in the issue of 10 million new Ordinary shares ('Placing Shares') at a price of 10p per share representing, in aggregate, approximately 6.9% of the issued share capital of the Company as enlarged by the issue of the Placing Shares. The Company has also issued 1 warrant for every Placing Share, valid for 2 years from the date of issue, exercisable at 12.5p per Ordinary Share.
16. Approval of interim financial statements
The interim financial statements were approved by the Board of Directors on 14 August 2019.
17. 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR SFLFWLFUSEEA
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