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:
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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