Final Results - Part III

Notes to the financial statements

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.

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%

 

5115,3931

 

-)

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 Tel: 020 7935 0823
Mark Percy, Seymour Pierce Limited Tel: 020 7107 8000
Isabel Crossley, St Brides Media & Finance Tel: 020 7236 1177

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