29 Sep 2010 09:14
Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
29 September 2010
Westside Acquisitions plc ('Westside')
Interim Report
Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the six months ended 30 June 2010.
Chairman's Statement and Chief Executive's Review
It remains uncertain whether the economy will experience a slow, low rate of growth going forward or decline into a double-dip recession. Whatever the outcome, trading conditions are likely to remain challenging.
For the six months ended 30 June 2010, we are reporting a pre-tax loss of £145,955 (2009: £425,382). Westside's net cash balances as at 30 June 2010 was £765,206 (2009: £1,117,612).
The Directors are not recommending the payment of a dividend.
Subsidiaries
We have two operating subsidiaries: Reverse Takeover Investments plc ('RTI') and Pantheon Leisure plc ('Pantheon').
Pantheon
Pantheon was formed to acquire businesses in the leisure sector and conducts its activities through its wholly owned subsidiary The Elms Group Ltd. This has two divisions: The Elms Sports in Schools ('ESS'); and The Elms Small Sided Football.
Pantheon also holds 3,254,000 ordinary shares in Fitbug Holdings Plc which represents an 8.64% interest in that company which is included in the balance sheet at its quoted market value in accordance with International Financial Reporting Standards. This has resulted in a further £250,000 being added to the total comprehensive loss reported for the period. The directors consider that this represents only a temporary diminution in value rather than an impairment and therefore have not taken this charge to profit and loss.
As at 30 June 2010, Westside held a stake of 62.24% in the share capital of Pantheon. As announced on 15 September 2010, this stake has subsequently increased to more than 85% following approval by Pantheon shareholders of proposals whereby a tender offer was made to buy back up to 45,500,000 shares at 0.4p per share. Consequent to this transaction, admission of Pantheon's ordinary shares to trade on the AIM market ('AIM') was cancelled on 23 September 2010.
Following the delisting of Pantheon from AIM, it is anticipated that there will be considerable cost savings going forward. In a circular to Pantheon shareholders issued on 10 August 2010, the Pantheon directors estimated that annual direct and indirect costs of the AIM listing were at least £60,000.
The Elms Sports in Schools ('ESS') and The Elms Small Sided Football have contributed an operating profit of £8,156 in the period (2009: loss £29,567) on turnover of £718,214 (2009: £601,060).
ESS has generated good growth over the period as its sports in schools initiative continues to gain traction. Pantheon's small sided football turnover of £279,028 has remained broadly the same as for the comparable six month period last year.
RTI
At 30 June 2010, Westside wholly owned the share capital of RTI which specialises in creating shell companies used to make substantial acquisitions with the objective of securing a quotation for the shell.
Market conditions have not been favourable to new market offerings and no new investments were made in the half year. The investment in Astek Group plc was realised to produce cash proceeds of £125,000 following an offer made in April 2010 to all shareholders at 0.625p per share by the management shareholders of Astek. This offer was accepted by RTI in respect of its holding of 20 million shares.
RTI continues to hold 800,000 shares in the multimedia specialist company, Cheerful Scout plc ('Cheerful'), representing a stake of 10.2 per cent. and 23 million shares in Messaging International plc ('Messaging'), a provider of innovative mobile messaging services, representing a stake of 9.7 per cent.
Both companies trade on AIM and last reported an improvement in current trading.
The market value of the RTI portfolio at 30 June 2010 is £218,750. (Cost: £222,500).
Outlook
We look forward to continued progress at Pantheon and, in particular, its sports tuition activities which continue to expand. The RTI investment portfolio should benefit from the improved trading being experienced by both Cheerful and Messaging, and we look forward to updating shareholders on their progress.
Richard Owen
Chairman
Geoffrey Simmonds
Chief Executive
28 September 2010
** ENDS * *
For further information please visit www.westsideacquisitions.com or contact:
| Geoffrey Simmonds | Westside Acquisitions Plc | Tel: 020 7935 0823 |
| Mark Percy | Seymour Pierce Limited | Tel: 020 7107 8000 |
| Elisabeth Cowell | St Brides Media & Finance Ltd | Tel: 020 7236 1177 |
Consolidated Income Statement
For the six months ended 30 June 2010
|
|
| Unaudited 6 months ended 30 June 2010 |
| Unaudited 6 months ended 30 June 2009 |
| Audited Year ended 31 December 2009 |
|
|
| £ |
| £ |
| £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
| 843,214 |
| 601,060 |
| 1,183,663 |
|
|
|
|
|
|
|
|
| Cost of sales |
| (487,132) |
| (300,875) |
| (722,456) |
|
|
|
|
|
|
|
|
| Gross profit |
| 356,082 |
| 300,185 |
| 461,207 |
|
|
|
|
|
|
|
|
| Administrative expenses |
| (479,760) |
| (647,214) |
| (1,000,220) |
| Provision for impairment in value of available-for-sale investments |
| - |
| (62,000) |
| (72,500) |
|
|
|
|
|
|
|
|
|
|
| (479,760) |
| (709,214) |
| (1,072,720) |
|
|
|
|
|
|
|
|
| Operating loss |
| (123,678) |
| (409,029) |
| (611,513) |
|
|
|
|
|
|
|
|
| Financial income |
| - |
| 477 |
| 586 |
| Finance costs |
| (22,277) |
| (16,830) |
| (39,457) |
|
|
|
|
|
|
|
|
| Loss before taxation |
| (145,955) |
| (425,382) |
| (650,384) |
|
|
|
|
|
|
|
|
| Taxation |
| (23,912) |
| (47,110) |
| (32,874) |
|
|
|
|
|
|
|
|
| Loss after taxation |
| (169,867) |
| (472,492) |
| (683,258) |
| Attributable to: |
|
|
|
|
|
|
| Equity holders of the parent company |
| (165,808) |
| (456,357) |
| (539,343) |
| Minority interest |
| (4,059) |
| (16,135) |
| (143,915) |
|
|
| (169,867) |
| (472,492) |
| (683,258) |
| Other comprehensive loss |
|
|
|
|
|
|
| Revaluation losses on available-for-sale investments |
| (265,153) |
| (168,250) |
| (76,600) |
| Transfer of gains previously recognised through equity on available-for-sale investments to profit and loss |
| (40,000) |
|
|
|
|
| Taxation on items taken directly to equity |
| 23,912 |
| 47,110 |
| 21,448 |
|
|
|
|
|
|
|
|
|
|
| (281,241) |
| (121,140) |
| (55,152) |
|
|
|
|
|
|
|
|
| Comprehensive loss attributable to: |
|
|
|
|
|
|
| Equity holders of the parent company |
| (438,580) |
| (577,497) |
| (594,495) |
| Non-controlling interest |
| (4,059) |
| (16,135) |
| (143,915) |
|
|
|
|
|
|
|
|
| Total comprehensive loss |
| (442,639) |
| (593,632) |
| (738,410) |
|
|
|
|
|
|
|
|
| Loss per share (basic and diluted) |
|
|
|
|
|
|
| Loss from operations |
| (0.14)p |
| (0.41)p |
| (0.48)p |
| Other comprehensive loss |
| (0.25)p |
| (0.10)p |
| (0.05)p |
|
|
| (0.39)p |
| (0.51)p |
| (0.53)p |
Statement of Financial Position
As at 30 June 2010
|
| Unaudited as at 30 June | Unaudited as at 30 June | Audited As at 31 December |
|
| 2010 | 2009 | 2009 |
|
|
| Restated |
|
|
| £ | £ | £ |
|
|
|
|
|
| Non current assets |
|
|
|
| Goodwill | 59,954 | 59,954 | 59,954 |
| Plant and equipment | 84,605 | 105,256 | 94,192 |
| Deferred tax asset | - | 11,426 | - |
| Total non-current assets | 144,559 | 176,636 | 154,146 |
|
|
|
|
|
| Current assets |
|
|
|
| Available-for-sale investments | 332,750 | 547,750 | 737,900 |
| Trade and other receivables | 194,427 | 154,679 | 142,032 |
| Cash and cash equivalents | 765,206 | 1,150,825 | 851,708 |
| Total current assets | 1,292,383 | 1,853,254 | 1,731,640 |
|
|
|
|
|
| Total assets | 1,436,942 | 2,029,890 | 1,885,786 |
|
|
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables | 306,582 | 284,279 | 291,203 |
| Bank overdraft | - | 33,213 | 2,539 |
| Borrowings | 21,152 | 21,152 | 21,152 |
| Total current liabilities | 327,734 | 338,644 | 314,894 |
|
|
|
|
|
| Non current liabilities |
|
|
|
| Borrowings | 543,281 | 564,434 | 553,857 |
| Total non-current liabilities | 543,281 | 564,434 | 553,857 |
|
|
|
|
|
| Total liabilities | 871,015 | 903,078 | 868,751 |
|
|
|
|
|
|
|
|
|
|
| Net assets | 565,927 | 1,126,812 | 1,017,035 |
|
|
|
|
|
| Equity |
|
|
|
|
|
|
|
|
| Share capital | 1,114,884 | 1,112,383 | 1,114,884 |
| Share premium account | 307,179 | 292,179 | 307,179 |
| Capital redemption reserve | 182,512 | 182,512 | 182,512 |
| Merger reserve | 325,584 | 325,584 | 325,584 |
| Fair value reserve | (148,300) | 75,422 | 141,410 |
| Retained earnings | (1,228,510) | (911,634) | (1,071,171) |
|
|
|
|
|
| Equity attributable to shareholders of the parent company | 553,349 | 1,076,446 | 1,000,398 |
| Non-controlling interest | 12,578 | 50,366 | 16,637 |
|
|
|
|
|
|
|
|
|
|
| Total Equity | 565,927 | 1,126,812 | 1,017,035 |
Consolidated Statement of Cash Flows
For the six months ended 30 June 2010
|
| Six months ended 30 June 2010 | Six months ended 30 June 2009 | Year ended 31 December 2009 |
|
| £ | £ | £ |
|
|
|
|
|
| Cash flow from operating activities |
|
|
|
|
|
|
|
|
| Operating loss on continuing operations | (123,678) | (409,029) | (611,513) |
|
|
|
|
|
| Adjustments for: |
|
|
|
| Provision for impairment in value of available-for-sale investments | - | 62,000 | 72,500 |
| Profit on sale of available-for-sale investments | (25,002) | - | (8,421) |
| Depreciation | 19,119 | 16,005 | 34,399 |
| Share based payments | 4,375 | - | 6,562 |
|
|
|
|
|
| Operating cash flow before working capital movements | (125,186) | (331,024) | (506,473) |
|
|
|
|
|
| Increase in receivables | (56,770) | (65,917) | (24,832) |
| Increase/(decrease) in payables | 15,379 | (40,496) | (33,572) |
| Net cash absorbed by operations | (166,577) | (437,437) | (564,877) |
|
|
|
|
|
| Finance costs | (22,277) | (16,830) | (39,457) |
| Net cash absorbed by operating activities | (188,854) | (454,267) | (604,334) |
|
|
|
|
|
| Investing activities |
|
|
|
| Property, plant and equipment acquired | (9,533) | (13,034) | (20,364) |
| Proceeds on disposal of available-for-sale investments | 125,000 | - | 13,421 |
| Acquisition of available-for-sale investments | - | - | (114,000) |
| Finance income | - | 477 | 586 |
|
|
|
|
|
| Net cash from/(used in) investing activities | 115,467 | (12,557) | (120,357) |
|
|
|
|
|
| Financing activities |
|
|
|
| Proceeds from issue of ordinary shares | - | 5 | 6 |
| Funds from issue of 7.5% loan notes | - | 500,000 | 500,000 |
| Loan repaid | (1,000) | (1,000) | (2,000) |
| Hire purchase repayments | (9,576) | (9,576) | (19,153) |
| Net cash (used in)/from financing activities | (10,576) | 489,429 | 478,853 |
|
|
|
|
|
|
|
|
|
|
| Net (decrease)/increase in cash and cash equivalents | (83,963) | 22,605 | (245,838) |
|
|
|
|
|
| Cash and cash equivalents and bank overdraft at the beginning of the period/year | 849,169 | 1,095,007 |
1,095,007 |
|
|
|
|
|
| Cash and cash equivalents and bank overdraft at the end of the period/year | 765,206 | 1,117,612 | 849,169 |
Notes to the Financial Statements
For the six months ended 30 June 2010
1. General information
Westside Acquisitions Plc (the 'company') is a company domiciled in England and its registered office address is 58-60 Berners Street, London W1T 3JS. The condensed consolidated interim financial statements of the company for the six months ended 30 June 2010 comprise the company and its subsidiaries (together referred to as 'the group').
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 December 2009 has been extracted from the statutory accounts. The auditors' report on those statutory accounts was unqualified and did not contain a statement under Section 434 of the Companies Act 2006. A copy of those accounts has been filed with the Registrar of Companies.
The group has presented its results in accordance with the measurement principles set out in International Financial Reporting Standards as adopted by the EU using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 December 2009. As permitted, the interim report has been prepared in accordance with the AIM rules for companies and is not compliant in all respects with IAS34 'Interim Financial Statements.'
The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and therefore cannot be construed to be in full compliance with IFRS.
The condensed consolidated interim financial statements were approved by the board and authorised for issue on 28 September 2010.
2. Business segment analysis
| Six months ended 30 June 2010 |
|
|
|
|
|
|
|
|
| Investment |
| Sports and leisure |
|
|
| Consolidated |
| Results from operations | £ |
| £ |
|
|
| £ |
|
|
|
|
|
|
|
|
|
| Revenue | 125,000 |
| 718,214 |
|
|
| 843,214 |
|
|
|
|
|
|
|
|
|
| Segment operating profit | 25,002 |
| 8,156 |
|
|
| 33,158 |
|
|
|
|
|
|
|
|
|
| Unallocated corporate expense |
|
|
|
|
|
| (156,836) |
|
|
|
|
|
|
|
|
|
| Operating loss |
|
|
|
|
|
| (123,678) |
|
|
|
|
|
|
|
|
|
| Finance costs |
|
|
|
|
|
| (22,277) |
|
|
|
|
|
|
|
|
|
| Loss before taxation |
|
|
|
|
|
| (145,955) |
|
|
|
|
|
|
|
|
|
| Taxation |
|
|
|
|
|
| (23,912) |
|
|
|
|
|
|
|
|
|
| Loss after taxation from continuing activities |
|
|
|
|
|
| (169,867) |
|
|
|
|
|
|
|
|
|
| Six months ended 30 June 2009 |
|
|
|
|
|
|
|
|
| Investment |
| Sports and leisure |
|
|
| Consolidated |
| Results from operations | £ |
| £ |
|
|
| £ |
|
|
|
|
|
|
|
|
|
| Revenue | - |
| 601,060 |
|
|
| 601,060 |
|
|
|
|
|
|
|
|
|
| Segment operating loss | (178,377) |
| (29,567) |
|
|
| (207,944) |
|
|
|
|
|
|
|
|
|
| Unallocated corporate expense |
|
|
|
|
|
| (201,085) |
|
|
|
|
|
|
|
|
|
| Operating loss |
|
|
|
|
|
| (409,029) |
|
|
|
|
|
|
|
|
|
| Net finance costs |
|
|
|
|
|
| (16,353) |
|
|
|
|
|
|
|
|
|
| Loss before taxation |
|
|
|
|
|
| (425,382) |
|
|
|
|
|
|
|
|
|
| Taxation |
|
|
|
|
|
| (47,110) |
|
|
|
|
|
|
|
|
|
| Loss after taxation from continuing activities |
|
|
|
|
|
| (472,492) |
|
|
|
|
|
|
|
|
|
| Year Ended 31 December 2009 |
|
|
|
|
|
|
|
|
| Investment |
| Sports and leisure |
|
|
| Consolidated |
| Results from operations | £ |
| £ |
|
|
| £ |
|
|
|
|
|
|
|
|
|
| Revenue | 13,421 |
| 1,170,242 |
|
|
| 1,183,663 |
|
|
|
|
|
|
|
|
|
| Segment operating loss | (180,537) |
| (89,349) |
|
|
| (269,886) |
|
|
|
|
|
|
|
|
|
| Unallocated corporate expense |
|
|
|
|
|
| (341,627) |
|
|
|
|
|
|
|
|
|
| Operating loss |
|
|
|
|
|
| (611,513) |
|
|
|
|
|
|
|
|
|
| Finance income |
|
|
|
|
|
| 586 |
| Finance costs |
|
|
|
|
|
| (39,457) |
|
|
|
|
|
|
|
|
|
| Loss before taxation |
|
|
|
|
|
| (650,384) |
|
|
|
|
|
|
|
|
|
| Taxation |
|
|
|
|
|
| (32,874) |
|
|
|
|
|
|
|
|
|
| Loss after taxation from continuing activities |
|
|
|
|
|
| (683,258) |
|
|
|
|
|
|
|
|
|
3. Taxation
The tax credit/(charge) in the accounts represents adjustments for deferred tax arising from origination and reversal of timing differences.
4. Basic and diluted loss per share
The basic loss per ordinary share for the six month period ended on 30 June 2010 has been calculated on the group's loss on ordinary activities after taxation attributable to equity holders of the parent company of £165,808 and on the weighted average number of shares in issue during the period of 111,487,845.
Basic loss per ordinary share for the six month period ended on 30 June 2009 has been calculated on the group's profit on ordinary activities after taxation attributable to equity holders of the parent company of £456,357 and on the weighted average number of shares in issue during the period of 111,237,784.
The basic loss per ordinary share for the year ended on 31 December 2009 has been calculated on the group's loss on ordinary activities after taxation attributable to equity holders of the parent company of £539,343 and on the weighted average number of shares in issue during the year of 111,362,845.
In view of the group's loss for the six month period ended 30 June 2010, six month period ended 30 June 2009 and for the year ended 31 December 2009, share options and warrants to subscribe for shares in the company are anti-dilutive and therefore diluted earnings per share information is the same as the basic loss per share.
5. Statements of changes in equity
|
|
|
| Six months ended 30 June 2010 |
| Six months ended 30 June 2009 |
| Year ended 31 December 2009 |
|
|
|
| £ |
| £ |
| £ |
| Total equity at the beginning of period/year |
|
| 1,017,035 |
| 1,720,439 |
| 1,720,439 |
|
|
|
|
|
|
|
|
|
| Revaluation losses on available-for-sale investments |
|
| (265,153) |
| (168,250) |
| (76,600) |
|
|
|
|
|
|
|
|
|
| Transfer of gains previously recognised through equity on available-for-sale investments |
|
| (40,000) |
| - |
| - |
|
|
|
|
|
|
|
|
|
| taxation on items taken directly to equity |
|
| 23,912 |
| 47,110 |
| 21,448 |
|
|
|
|
|
|
|
|
|
| Proceeds from issue of ordinary shares |
|
| - |
| 5 |
| 17,506 |
|
|
|
|
|
|
|
|
|
| Loss for the period/year |
|
| (169,867) |
| (472,492) |
| (683,258) |
|
|
|
|
|
|
|
|
|
| Sale of interest in subsidiary to minority |
|
| - |
| - |
| 17,500 |
| At end of period/year |
|
| 565,927 |
| 1,126,812 |
| 1,017,035 |