16 Jun 2008 16:35
Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
Westside Acquisitions plc
("Westside") or (the "Company")
Final Results for the year ended 31 December 2007
Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2007.
Chairman's Statement and Chief Executive's Review
The audited consolidated accounts for the year ended 31 December 2007 show a loss before taxation of £122,854 (2006 : loss of £817,851)
Westside's net cash balances as at 31 December 2007 were £1,682,700 (2006: £2,159,022)
The experience of 2007 was really a year of two distinct half year periods.
In our 2006 annual statement, released in June 2007, we warned that market conditions were likely to be unsettled and uncertain. But, the first half of the year to 30 June 2007 showed very little evidence of the turmoil which was to follow for the financial and banking sectors in both the domestic and international economies.
It is of course now well documented that the liquidity strains experienced in the banking sector from August 2007 became progressively more serious through the second half of the year and unprecedented action has been and continues to be taken by Central and Reserve Banks around the World to underpin the financial system.
The result over the last six months has been the unpleasant experience of seeing some of the largest banks in our universe require financial assistance to maintain their liquidity and solvency.
It is in the context of this turmoil that we have continued to develop the activities of our subsidiaries, Pantheon Leisure Plc ("Pantheon") and Reverse Take-Over Investments Plc ("RTI").
Westside holds 75 million ordinary shares of Pantheon (62.5% of the issued share capital) ~ where both the ordinary shares and warrants trade on AIM.
Pantheon made a loss of £210,642 for the year ended 31 December 2007 (2006: loss £295,157).
In 2007, Pantheon has reported that the turnover of its subsidiary, Sport in Schools Ltd was £306,915 (2006: £102,982) an increase of 198% over 2006. The turnover of the 5-a-side football activity for the year was £583,040 (2006: £487,787) an increase of 20%.
In the current year, Pantheon is budgeting for a continuation of its improving trend with the expectation that Sport in Schools will again generate significant additional turnover and that there will be a satisfactory result from 5-a-side football.
RTI has investments in five companies whose ordinary shares and warrants trade on AIM and holds 18.75% of Ethanol 10 plc, which is unquoted.
At 31 December 2007 the market value of our holdings of listed investments was £2,638,942 ( 2006: £4,463,036) against an original cost of £774,498 ( 2006: £626,998 ) and, by the adoption of International Financial Reporting Standards in accordance with AIM regulations, we now carry the RTI investment portfolio at its market value which is taken to be bid prices at 31 December 2007 from the London Stock Exchange Official-List except for the shares in Astek Group Plc which were suspended from trading prior to the year end. In that situation, the value adopted is the bid price at the date of re-admission to trading.
As at the date of this report :
RTI holds 22.54 million ordinary shares in ADDleisure plc (10.75% of the issued share capital), a company which develops products and services in the health and leisure sectors. BUPA holds a 29.9% stake in ADDleisure and will help support and finance the development of an operating company they jointly own with ADDleisure
RTI holds 1.8 million ordinary shares in York Pharma plc (3.8% of the issued share capital), a company which sells a range of dermatological products available on prescription to wholesalers, hospitals and general practitioners. York holds 68 patents on 13 patent families of dermatology products for which it is at different stages of seeking regulatory approval. In October 2007, York acquired Derms Development Ltd for £17.5 million and raised £5.35 million by way of a share placing at 130p per share
RTI holds 23 million ordinary shares in Messaging International plc ( 9.8% of the issued share capital) a company which is a leading provider of text to landline messaging services on a worldwide basis working with blue chip telecom providers such as Verizon, SprintNextel and Rogers Wireless
RTI holds 800,000 ordinary shares in Cheerful Scout plc (8.2% of the issued share capital ), a company which is a multi media specialist ranging from the provision of DVD and short film production to cutting edge conference and visualization technology
RTI holds 20 million ordinary shares in Astek Group plc (28.5% of the issued share capital), a company which is a dental designer, manufacturer and distributor. Astek has an extensive portfolio including prosthetic products for dentures and innovative products relating to the prevention of cross infection
RTI holds 3.75 million ordinary shares in Ethanol 10 plc (18.75% of the issued share capital) a company which was formed to develop and build an Ethanol producing plant in the Dominican Republic. Ethanol 10's experienced management team are currently in discussion with a number of international companies and investors to raise capital, acquire land and enter into building contracts required for the project
There is little doubt that operating conditions in 2008 will continue to be difficult. On the positive side, Pantheon is building a business that we believe does have some serious potential. Elms Sport in Schools is a brand in the making and should promote sponsorship opportunities in the future. RTI continues to hold a portfolio of investments where fair value exceeds book cost and the spread of activities will we hope help overcome the adverse market conditions. We also assume that the actions being taken by various governmental and financial authorities around the World will at the very least enable business to function even in a recessionary climate
R L Owen
G M Simmonds
16 June 2008
Richard Owen (aged 62), Executive Chairman
Richard is a non-executive director of Cheerful Scout Plc and Pantheon Leisure plc - both of which are traded on AIM. Richard qualified as a Chartered Accountant in 1968 and has extensive involvement and experience in corporate and strategic planning, acquisitions and finance. Richard holds various other private company directorships.
Geoffrey Simmonds (aged 65), Chief Executive Officer
Geoffrey is a non-executive director of Pantheon Leisure plc, ADDleisure PLC and Messaging International Plc, all AIM quoted companies. He qualified as a chartered accountant in 1966. He has extensive involvement and experience in corporate and strategic planning, acquisitions and finance. Geoffrey holds various other private company directorships.
David Hillel (aged 72), Finance Director
David is a consultant with Auerbach Hope, Chartered Accountants, having qualified in 1966 and has extensive experience in the affairs of family run businesses of varying sizes and specialises in property dealing, development and investment companies. He is a fellow of the Institute of Chartered Accountants in England and Wales Finance and Management Faculty.
John Zucker (aged 58), Non-Executive Director
John is a solicitor. He is founder and managing partner of Roiter Zucker, a London firm recognised as one of the leading intellectual law practices in the UK, and also a trustee of several charitable trusts.
David Coldbeck (aged 61), Non-Executive Director
David worked for HSBC Bank plc for 32 years during which time he undertook various managerial roles in Retail and Corporate Banking, ultimately being appointed Area Director in London, a position he held for nine years prior to his retirement in 1999. David is an associate of the Chartered Institute of Bankers and holds various other private company directorships.
The directors present their report and accounts for the year ended 31 December 2007.
Results and dividends
The loss for the group before and after tax is given below. The directors do not recommend the payment of a dividend.
Principal activity
The principal activity of Westside Acquisitions Plc ("the company") is to make investments in or to acquire early stage companies operating in the sectors of sport, technology and general investment.
The trading subsidiaries are Reverse Takeover Investments Plc, Football Partners Limited and Sport in Schools Limited.
Reverse Takeover Investments Plc specialise in shell companies which are used to make substantial acquisitions with the view to obtaining a public quotation for the shell.
Football Partners Limited carries on the business of running small-sided football leagues.
Sport in Schools Limited provides sports coaching in schools.
Business review
The board continues to focus on all activities carried on by its trading subsidiaries. Details of these activities and a review of the business are given in more detail in the chairman's statement and chief executive's review on pages 2 and 3 and in note 6 to the group financial statements.
The group's key performance indicators are measured by reference to the fair value of investments for sale, growth in turnover and profit, details of which are also given in note 6 in the notes to the group financial statements.
Business risk
The main business risks to the group's trading operations are:
The operating performance and future prospects of the group's available-for-sale investments can have an effect on their market value for trading purposes.
A change in current government policy towards the outsourcing of sports tuition in schools to the private sector may impact on future performance.
Financial risk
The main financial risks to the group are market, credit and liquidity risks.
Market risk is the risk that changes in general economic conditions will affect the value of the group's portfolio of available-for-sale investments. The directors monitor market values with the view to maximising revenues in the event of disposals.
Credit risks arise from trade receivables where the party fails to discharge their obligation in relation to the financial instrument. To minimise this risk, management have appropriate credit assessment methods to establish credit worthiness of new customers and monitor receivables by regularly reviewing aged receivable reports. There is no concentration of credit risk.
Whilst the group is well funded, liquidity risk arises in relation to the group's management of working capital and the risk that the company or any of its subsidiary undertakings will encounter difficulties in meeting financial obligations as and when they fall due. To minimise this risk the liquidity position and working capital requirements are regularly reviewed by management.
The directors do not consider changes in interest rates have a significant impact on the group's cost of finance or operating performance.
Directors
The directors holding office at 31 December 2007 were:-
| R L Owen | |
| G Simmonds | |
| D Hillel | |
| J Zucker | |
| D Coldbeck |
Directors' interests
At the date of this report the directors held the following beneficial interest in the ordinary share capital, warrants and share options of the company:
| Ordinary shares | Warrants | Share Options | |||
| R L Owen | 13,067,044 | 2,311,174 | 7,405,000 | ||
| G Simmonds | 13,867,043 | 2,311,174 | 7,405,000 | ||
| D Hillel | 1,000,000 | 115,150 | - | ||
| J Zucker | 6,746,363 | 1,124,394 | - | ||
| D Coldbeck | 1,160,909 | 193,484 | - |
The company maintains directors' and officers' liability insurance.
Substantial Interests
At the date of this report, the following had an interest of 3% or more in the ordinary share capital of the company:
| Ordinary shares | Percentage | |||
| W Weston | 16,250,000 | 14.61 | ||
| W Roiter | 6,746,363 | 6.06 | ||
| Lafferty Limited | 3,654,545 | 3.28 | ||
Supplier payment policy for the payment of creditors
The group's policy is to settle its liabilities within terms of payment agreed with suppliers. The group's normal terms of payment are 45 days. The parent company adheres to terms of payment agreed with suppliers. At 31 December 2007, and at all other times in the year, trade creditors were minimal.
The ratio expressed in days of the amounts owed to trade creditors at the year end to amounts invoiced to suppliers during the year was 13 days (2006 - 11 days).
Health and safety
The company recognises the importance of safeguarding the health, safety and welfare of all employees in the group and the relevant subsidiary undertakings have health and safety policies in place.
Environmental policy
The group recognises the importance of environmental responsibilities and where practicable has an environmental policy in place which includes the recycling of paper and all office material. The directors believe the nature of its activities have a minimal effect on the environment.
Auditors
In accordance with Section 385 of the Companies Act 1985 a resolution proposing that Hazlewoods LLP, be re-appointed as auditors of the company will be put forward at the forthcoming Annual General Meeting.
Statement of disclosure to auditor
(a) As far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware, and
(b) They have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
By order of the board.
D Hillel
Company secretary
16 June 2008
The board of Westside Acquisitions Plc is accountable to the company's shareholders for good corporate governance and in so doing is committed to the principles outlined in the Combined Code. Although AIM listed companies are not required to report on the Combined Code, the directors are committed to proper standards of good governance and will continue to keep procedures under review. The following provides an outline of the principal policies and procedures established by the board.
Board and board committees
Board meetings are held on a monthly basis throughout the year which with few exceptions have been fully attended. In view of the small size of the board, matters otherwise dealt with by the remuneration committee have been dealt with by the board as a whole.
The audit committee is composed of the two non-executive directors and meetings are held twice a year to review the company's interim and final results.
Westside is quoted on AIM and, as such under AIM Rule 31, the company is required to:
• have in place sufficient procedures, resources and controls to enable its compliance with the AIM rules;
• seek advice from its nominated adviser ("nomad") regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
• provide the company's nomad with any information it requests in order that the nomad can carry out its responsibilities under the AIM Rules for companies and the AIM rules for nominated advisers;
• ensure that each of the company's directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
• ensure that each director discloses without delay all information which the company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.
Even though an AIM committee has not been established, the board as a whole have considered their obligations under AIM Rule 31 and are satisfied the objectives set out above are being met.
Relationships and shareholders
The board places considerable importance on creating and maintaining a strong relationship with its shareholders.
Accountability and financial control
The board has overall responsibility for the systems of financial controls which reflect the current scale of the group's activities, the key features of which are as follows:
(i) Control environment
There are clearly defined organisational responsibilities and the board is committed to employing suitably qualified staff so that the appropriate level of authority can be delegated with regard to accountability and acceptable levels of risk.
(ii) Information systems
The group prepares an annual budget and monthly financial information is prepared and discussed at the monthly board meetings.
(iii) Identification and evaluation of business risks and controls
Management control is exercised at all levels of the group and is regulated by appropriate limits of authority. The directors have considered various areas of business risks and take decisions whenever there are perceived changes to the risks.
(iv) Quantity and integration of personnel
The group attaches high importance to the values of trust, honesty and integrity of personnel in positions of responsibility and operates a policy of recruiting suitably experienced personnel with defined duties.
The board has considered the need for an internal audit function but does not consider that the size of the business justifies a fulltime appointment. The board continues to monitor this appointment and will act accordingly.
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. The directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU. The consolidated financial statements are required by law to give a true and fair view of the state of affairs of the group and of the profit or loss of the group for that period. In preparing these financial statements the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and estimates that are reasonable and prudent;
state that the company has complied with applicable International Financial Reporting Standards adopted by the EU.
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of any corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We have audited the group and parent company financial statements ("the financial statements") of Westside Acquisitions Plc for the year ended 31 December 2007 which comprise the consolidated income statement, the consolidated statement of recognised income and expense, the consolidated and company balance sheets, the consolidated and company cash flow statements, and the related notes. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and International Financial Reporting Standards "(IFRS's)", as adopted by the European Union are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. The information given in the Directors' Report includes the specific information presented in the Chairman's Statement and Chief Executive's review that is cross referred from the business review section of the directors' report.
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information comprises the Directors' Report, the Chairman's Statement and Chief Executive's Review, and the Corporate Governance Statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's and parent company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
The group financial statements give a true and fair view, in accordance with IFRS's as adopted by the European Union, of the state of group's affairs as at 31 December 2007 and of its loss for the year then ended;
The parent company financial statements give a true and fair view in accordance with IFRS's as adopted in the European Union as applied in accordance with the provisions of the Companies Act 1985 of the state of the parent company's affairs at 31 December 2007.
The financial statements have been properly prepared in accordance with the Companies Act 1985; and as regards the group financial statements, Article 4 of the IAS Regulation;
The information given in the Directors' Report is consistent with the financial statements.
Hazlewoods LLP
Chartered Accountants and Registered Auditors
Gloucester
16 June 2008
Consolidated income statement for the year ended 31 December 2007
| 2007 | 2006 | |||||
| Notes | £ | £ | ||||
| Continuing operations | ||||||
| Revenues | 4b, 6 | 1,575,055 | 642,755 | |||
| Cost of sales | (693,868) | (572,998) | ||||
| Gross profit | 881,187 | 69,757 | ||||
| Administrative expenses | (1,096,184) | (991,040) | ||||
| Operating loss | (214,997) | (921,283) | ||||
| Financial income | 92,143 | 103,432 | ||||
| Loss before taxation | 10 | (122,854) | (817,851) | |||
| Taxation | (111,512) | 89,554 | ||||
| Loss for the year from continuing operations | (234,366) | (728,297) | ||||
| Discontinued operations | ||||||
| Profit/(loss) for the year from discontinued operations | 6,426 | (51,061) | ||||
| Loss after taxation | (227,940) | (779,358) |
| Attributable to: | ||||||
| Equity holders of the parent company | (148,949) | (668,674) | ||||
| Minority interest | (78,991) | (110,684) | ||||
| (227,940) | (779,358) |
| Continuing operations | ||||||
| Basic and diluted loss per share | 12 | (0.136)p | (0.572)p | |||
| Discontinued operations | ||||||
| Basic and diluted earnings/(loss) per share | 12 | 0.003p | (0.029)p |
| Basic and diluted loss per share | 12 | | (0.133)p | | (0.601)p |
Consolidated statement of recognised income and expense
| 2007 | 2006 | ||||
| Notes | £ | £ | |||
| Revaluation (losses)/gains on available-for-sale investments taken to equity | (1,484,094) | 124,697 | |||
| Tax on items taken directly to equity | 482,518 | (37,410) | |||
| Net (expense)/income recognised directly in equity | (1,001,576) | 87,287 | |||
| Transferred to profit or loss on sale of available-for-sale investments | (487,500) | - | |||
| Tax on items transferred from equity | 146,250 | - | |||
| (1,342,826) | 87,287 | ||||
| Loss for the year | (227,940) | (779,358) | |||
| Total recognised income and expense for the year | (1,570,766) | (692,071) | |||
| Attributable to equity holders of the parent | (1,491,775) | (581,387) | |||
| Attributable to minority interests | (78,991) | (110,684) | |||
| (1,570,766) | (692,071) |
There are no movements to be recognised through the parent company statement of total recognised income and expense.
Consolidated balance sheet as at 31 December 2007
| Notes | 2007 | 2006 | ||||
| £ | £ | |||||
| Non current assets | ||||||
| Goodwill | 59,954 | 59,954 | ||||
| Plant and equipment | 13,618 | 13,618 | ||||
| Deferred tax asset | 16,181 | - | ||||
| Total non-current assets | 89,753 | 73,572 | ||||
| Current assets | ||||||
| Available-for-sale investments | 2,713,942 | 4,463,036 | ||||
| Trade and other receivables | 123,558 | 91,155 | ||||
| Cash and cash equivalents | 1,787,500 | 2,242,149 | ||||
| Total current assets | 4,625,000 | 6,796,340 | ||||
| Total assets | 4,714,753 | 6,869,912 | ||||
| Current liabilities | ||||||
| Trade and other payables | 284,292 | 291,091 | ||||
| Bank overdraft | 104,800 | 83,127 | ||||
| Total current liabilities | 389,092 | 374,218 | ||||
| Non-current liabilities | ||||||
| Deferred taxation | 306,537 | 807,612 | ||||
| Total non-current liabilities | 306,537 | 807,612 | ||||
| Total liabilities | 695,629 | 1,181,830 | ||||
| Net assets | 4,019,124 | 5,688,082 | ||||
| Equity | ||||||
| Share capital | 1,112,378 | 1,112,373 | ||||
| Share premium account | 292,179 | 292,139 | ||||
| Capital redemption reserve | 182,512 | 182,512 | ||||
| Merger reserve | 325,584 | 325,584 | ||||
| Fair value reserve | 1,191,144 | 2,533,970 | ||||
| Retained earnings | 713,955 | 961,141 | ||||
| Equity attributable to shareholders' of the parent company | 3,817,752 | 5,407,719 | ||||
| Minority interest | 201,372 | 280,363 | ||||
| Total Equity | 4,019,124 | 5,688,082 |
Consolidated cash flow statement for the year ended 31 December 2007
| Notes | 2007 | 2006 | ||||
| £ | £ | |||||
| Cash flow from operating activities | ||||||
| Loss before tax on continuing operations | (214,997) | (921,283) | ||||
| Profit/(loss) before tax on discontinued operations | 6,426 | (51,061) | ||||
| (208,571) | (972,344) | |||||
| Adjustments for: | ||||||
| Share based payment charges | 13,000 | 30,500 | ||||
| Depreciation | - | 27,218 | ||||
| Operating cash flow before working capital movements | (195,571) | (914,626) | ||||
| Net purchases of available-for-sale investments | (222,500) | (74,998) | ||||
| (Increase)/decrease in receivables | (32,403) | 41,687 | ||||
| (Decrease)/Increase in payables | (6,799) | 90,369 | ||||
| Operating cash flow | (457,273) | (857,568) | ||||
| Financial income | 92,143 | 103,432 | ||||
| Net cash used in operating activities | (365,130) | (754,136) | ||||
| Financing activities | ||||||
| Issue of equity capital | 45 | 38 | ||||
| Dividends paid | (111,237) | (111,237) | ||||
| Net cash used in financing activities | (111,192) | (111,199) | ||||
| Net change in cash and cash equivalents | (476,322) | (865,335) | ||||
| Cash and cash equivalents and bank overdraft at the beginning of the year | 2,159,022 | 3,024,357 | ||||
| Cash and cash equivalents and bank overdraft at the end of the year | 1,682,700 | 2,159,022 |
1. General information
Westside Acquisitions plc is a company incorporated in the UK and its activities are as described in the chairman's statement and directors' report.
This financial information is prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.
2. Basis of Accounting
The consolidated financial information of the company for the year ended 31 December 2007 have been prepared on a historical cost basis except for the revaluation of current asset investments and are in accordance with International Financial Reporting Standards ('IFRS'') as adopted by the EU. These have been applied consistently except where otherwise stated. The group has retrospectively adopted IFRS with effect from 1 January 2006.
At the date of authorisation of the financial information, the following standards and Interpretations which have not been applied in this financial information were in issue but not yet effective.
| IFRS 2 | Amendment to "Share based payments" - vesting conditions and cancellations. |
| IFRS 3 | "Business Combinations and IAS 27" - Amendment to consolidated and separate financial information. |
| IFRS 8 | Operating segments. |
| IAS 1 | Amendment to "Presentation of financial information". |
| IAS 23 | Amendment to "Borrowing Costs". |
| IAS 32 | Amendment to "Financial Instruments Presentation". |
| IFRIC 11 | "Group and Treasury State Transactions". |
| IFRIC 12 | "Service Concession Agreements". |
| IFRIC 13 | "Customer loyalty programme". |
| IFRIC 14 & IAS 19 | "The limit on a Defined Benefit Asset, Minimum Funding Requirements". |
The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material effect on the financial information of the group except for additional disclosures on segmental results when the relevant standards come into effect for periods commencing at various dates on or after 1 January 2008. The amendment to IAS 1 will require certain changes to the method of presentation of the results.
The financial information set out in this preliminary announcement does not constitute the Companies statutory accounts for the years ended 31 December 2007 or 2006 as defined in section 240 of the Companies Act 1985.
The consolidated financial result for the year ended 31 December 2006 has been extracted from the statutory financial information which were prepared under UK GAAP for that year and has been restated so as to comply with International Financial Reporting Standards as adopted by the EU
Note 30 in the notes to the financial information includes reconciliations of equity and the loss for the comparative period previously reported under UK GAAP to those reported for that period under IFRS.
3. Basis of consolidation
The consolidated financial information of the group incorporate the financial information of the company and entities controlled by the company which are its subsidiaries undertakings. Control is achieved where the company has the power to govern the financial and operating policies of its subsidiary undertakings so as to benefit from their activities.
Details of subsidiary undertakings are set out in note 15 on page 27.
All intra-group transactions and balances have been eliminated in preparing the consolidated financial information.
4. Significant accounting policies
(a) Going concern
The directors consider that there are adequate financial resources to continue financial operations for the foreseeable future.
(b) Revenues
Revenues arise from the disposal of available for sale investments by Reverse Takeover Investments Plc and sports and leisure activities undertaken by Football Partners Limited and Sport in Schools Limited; In the case of sports and leisure activities it represents invoiced and accrued amounts for services supplied in the year, exclusive of value added tax and trade discounts.
(c) Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the group's cash generating units expected to benefit from synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, associate or jointly controlled entity the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition to IFRS's has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.
(d) Plant and equipment
Fixtures and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less their estimated residual value over their expected useful lives.
The rates applied to these assets are as follows:
| Equipment | 25% |
| Motor vehicles | 33.3% |
(e) Operating leases
Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against revenue as and when incurred.
(f) Deferred taxation
Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance is not discounted.
The recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.
(g) Share based payments
The group has applied the requirement of IFRS 2 "Shares Based Payments".
The company's subsidiary, Pantheon Leisure plc has issued share options and warrants to directors and employees. There is a one year vesting period for the options and the warrants can be exercised immediately. The fair value of employee services received in exchange for the grant of options and warrants is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of any options and warrants granted excluding non-market vesting conditions (these conditions are included in assumptions about the number of options that are expected to vest). It recognises the impact of any revision to original estimates in the income statement with a corresponding adjustment to equity.
(h) Trade receivables
Trade receivables are recognised at fair value. A provision for impairment of trade receivables is established where there is objective evidence that the company or group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or liquidation and default or delinquency of payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the original rate of interest. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within administrative expenses. When a trade receivable is uncollectable it is written off against the allowance account for trade receivables.
(i) Investments
Investments are classified as available-for-sale, and are measured at fair value. Gains or losses in changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss are not subsequently reversed through profit or loss.
Fair value of quoted investments is based on current bid prices. In the case of an investment whose shares were suspended from trading at the end of the financial year, fair value is based on quoted bid price on the first day that trading recommenced following suspension
Investments in subsidiary undertakings are stated at cost less provision for impairment in the parent company balance sheet.
(j) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks. Bank overdrafts are shown as borrowings within current liabilities.
(k) Financial liabilities and equities
Financial liabilities and equities instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Ordinary shares are classified as equity. Incremental costs directly attributable to new shares are shown in equity as a deduction from the proceeds.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost, any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowing using the effective interest method.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the Balance Sheet date.
6. Business Segment Analysis
Segmental information with regard to activities is disclosed below. The investment segment constitutes the results of Reverse Take-Over Investments Plc. Turnover arises from the sale of shares in the investee companies. The sport and leisure segment constitutes the activities of Pantheon Leisure PLC.
All turnover, profit, assets and liabilities relate to operations undertaken in the UK.
Business Segment Analysis (continued)
No capital additions or depreciation were attributable to the operating segments.
Revenue and loss before taxation comprised:
| 2007 | 2006 | ||||||
| Revenue | (Loss)/Profit | Revenue | (Loss)/Profit | ||||
| £ | £ | £ | £ | ||||
| Continuing operations (see below) | 1,575,055 | (122,854) | 642,755 | (817,851) | |||
| Discontinued Operations (see note 11) | 148,960 | 6,426 | 119,934 | (51,061) | |||
| Total | 1,724,015 | (116,428) | 762,689 | (868,912) | |||
10. Tax
| 2007 | 2006 | ||||||
| £ | £ | ||||||
| Current tax charge | - | - | |||||
| Deferred tax expense | |||||||
| Origination and reversal of temporary differences | 126,905 | (89,554) | |||||
| Change in rate of corporation tax | (15,393) | - | |||||
| Total deferred tax charge/(credit) | 111,512 | (89,554) | |||||
| Tax expense/(credit) in income statement | 111,512 | (89,554) |
The group has tax losses of £3,260,000 (2006: £3,200,000) which includes £1,581,000 (2006: £1,790,000) in relation to the company's subsidiary undertakings. Where it is anticipated that future taxable profits will be available to utilise these losses a deferred tax asset or a reduction in deferred tax liability has been recognised as appropriate. Tax losses available in the parent company are available for offset only against income and gains of that company.
Factors affecting the tax charge in the year
| 2007 | 2006 | ||||||
| £ | £ | ||||||
| Loss on ordinary activities before taxation | (122,854) | (817,851) | |||||
| Loss on ordinary activities before taxation at the standard rate of UK corporation tax 30% (2006: 30%) | (36,856) | (245,353) | |||||
| Effects of: | |||||||
| Expenses not deductible for tax purposes | 21,315 | 9,272 | |||||
| Capital allowances | (1,922) | - | |||||
| Deferred tax asset recognised at the future rate of 28% not 30% | 15,393 | - | |||||
| Unutilised tax losses not recognised as a deferred tax asset | 113,582 | 146,527 | |||||
| Tax charge/(credit) | 111,512 | (89,554) |
12. Loss per share
Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £148,949 (2006: £668,674) and on the weighted average number of shares in issue during the year, which was 111,237,776 (2006:111,236,797).
Loss per share from continuing operations and discontinued operations is based on the same assumptions with regard to the number of shares in issue but based on a loss of £234,366 (2006: £728,297) and a profit of £6,426 (2006: loss of £51,061) respectively.
In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information is not presented. There are options and warrants outstanding on 33,348,464 shares that could potentially dilute basic earnings per share in future.
There are outstanding options and warrants held outside the group over 57.5 million shares in Pantheon Leisure plc representing 47.9% of the share capital of that company that could potentially dilute earnings per share in the parent company in the future. Share options and warrants are not currently dilutive due to the losses reported for Pantheon Leisure plc.
Copies of the Annual Report will be sent to shareholders on June 26 2008, and will be available on the Company's website www.westsideacquisitions.com
Enquiries:
Geoffrey Simmonds, CEO, Westside Acquisitions plc 020 7935 0823
Mark Percy, Seymour Pierce Limited 020 7107 8000
Isabel Crossley, St Brides Media & Finance 020 7242 4477