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RNS Number : 4941T

Westside Acquisitions PLC

29 September 2010

 

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

 

 

This information is provided by RNS

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