Final Results - Part II

Notes to the financial statements

 

1. General Information

These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.

This preliminary announcement is authorised for issue by the Board on 18 June 2009. The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in the previous annual financial statements.

The financial information is unaudited and does not constitute statutory accounts within the meaning of Section 240(5) of the Companies Act 1985 ('the Act'), but have been extracted there from. The financial statements for the year ended 31 December 2007, on which the auditors gave an unqualified opinion, have been filed with the Registrar of Companies and contain no statement under Sections 237(2) or (3) of the Act.  The auditors have reported their opinion on the financial statements for the year ended 31 December 2008 on 16 June 2009.  The auditors gave an unqualified opinion, and made no statement under Sections 237(2) or (3) of the Act.

2. Business Segment Analysis

Segmental information with regard to activities is disclosed below. The investment segment constitutes the results of Reverse Take-Over Investments Plc. During the year, there were no sales 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. 

Revenue and loss before taxation comprised:

       
  2008  

2007

 

Revenue

 

Loss

 

Revenue

 

(Loss)/Profit

 

£

 

£

 

£

 

£

               

Continuing operations (see below)

1,076,857   (1,160,281)   1,575,055   (122,854)

Discontinued Operations

-   -   148,960   6,426
Total    1,076,857   (1,160,281)      1,724,015         (116,428)

Year Ended 31 December 2008

       
 

Investment

 

Sports and leisure

Consolidated
Results from continuing operations £   £ £
         
Revenue -   1,076,857 1,076,857
         
Segment operating losses (716,966)   (201,202) (918,168)
         
Unallocated corporate expense       (304,240)
         
Operating loss       (1,222,408)
         
Financial income       62,127
         
Loss before taxation       (1,160,281)
         
Taxation       (143,822)
         
Loss after taxation from continuing activities       (1,304,103)
         
         
Year ended 31 December 2007        
        Consolidated
Results from continuing operations £   £ £
         
Revenue 675,000   900,055 1,575,055
         
Segment operating profit/(loss) 407,441   (276,072) 131,369
         
Unallocated corporate expense       (346,366)
         
Operating loss       (214,997)
         
Financial income       92,143
         
Loss before taxation       (122,854)
         
Taxation       (111,512)
         
Loss after taxation from continuing activities       (234,366)

Balance sheet at 31 December 2008              
  Investment   Sports and leisure   Discontinued   Consolidated
  £   £   £   £
               
Segment assets 778,000   100,106   -   878,106
               
Unallocated corporate assets             1,297,219
               
Consolidated total assets             2,175,325
               
Segment liabilities 49,528   288,758   -   338,286
               
Unallocated corporate liabilities             116,600
              454,886
  £   £        
               
Capital additions -   29,750        
Depreciation charge -   2,393        
               
Balance sheet at 31 December 2007              
              Consolidated
  £   £   £   £
               
Segment assets 2,713,942   107,409   -   2,821,351
               
Unallocated corporate assets             1,893,402
               
Consolidated total assets             4,714,753
               
Segment liabilities 1,500   229,323   20,000   250,823
               
Unallocated corporate liabilities             444,806
              695,629

Unallocated assets include group cash balances, plant and equipment, group deferred tax assets and other receivables attributable to the parent company. Unallocated liabilities include group bank overdraft, deferred taxation and trade and other payables attributable to the parent company.

3. Tax
  2008   2007
  £   £
Current tax charge -   -
       
Deferred tax expense      
Origination and reversal of temporary differences 143,822   126,905
Change in rate of corporation tax -   (15,393)
       
       
Total deferred tax charge 143,822   111,512
       
Tax expense in income statement

143,822

  111,512

The group has tax losses of £4,267,000 (2007: £3,130,000) which includes £2,215,000 (2007:£1,466,000) 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

  2008   2007
  £   £
       
Loss on ordinary activities before taxation (1,160,281)   (122,854)
       
Loss on ordinary activities before taxation at the standard rate of UK corporation tax of 28% (2007: 30%) (324,879)   (36,856)
       
Effects of:      
Expenses not deductible for tax purposes 5,669   21,315
Temporary differences in respect of  depreciation and capital allowances not reflected in deferred tax 1,389   -
Deferred tax asset recognised at the future rate of 28% not 30% -   5115,3931
Deferred tax asset in respect of unutilised losses no longer considered recoverable 139,067               -
Unutilised tax losses not recognised as a deferred tax asset 280,306   111,660
Impairment loss on available for sale investments not deductable 42,270    
       
Tax charge 143,822   111,512

4. Loss per Share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £1,240,014 (2007: £148,949) and on the weighted average number of shares in issue during the year, which was 111,237,776 (2007:111,237,776).

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 at 31 December 2008 on 33,348,464 shares (2007:33,348,464) that could potentially dilute basic earnings per share in future.

At 31 December 2008, there were outstanding options and warrants held outside the group in relation to 61 million shares (2007: 61 million shares) in Pantheon Leisure plc representing 33.7% of the enlarged 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.

5. Deferred tax

The following are the deferred tax liabilities and assets recognised by the group and movements thereon during the current and previous year:

Deferred tax liabilities Fair value gains Tax losses offset Total
  £ £ £
       
At 1 January 2007 1,150,812 (343,200) 807,612
Credited directly to equity  (591,480) - (591,480)
Charged in the income statement - 127,693 127,693
Effect of change in tax rate credited to equity   (37,288) - (37,288)
       
At 31 December 2007 522,044 (215,507) 306,537
       
Charged in the income statement - 139,067 139,067
Credited directly to equity  (445,604) -      (445.604)
       
At 31 December  2008 76,440 (76,440) -

Unutilised tax losses available for offset against future fair value gains are deducted in computing net deferred tax liabilities.

Deferred tax asset   Tax losses
    £
At 1 January 2007   -
Credited to the income statement   16,181
At 31 December 2007   16,181
Charged to the income statement   (4,755)
At 31 December 2008   11,426
6. Statement of changes in equity

Group

 

Share

capital

Share premium Capital redemption reserve Merger reserve Fair value reserve Retained earnings Total attributable to equity holders of the parent company Minority interest Total
  £ £ £ £ £ £ £ £ £
                   
At 1 January 2007 1,112,373 292,139 182,512 325,584 2,533,970 961,141 5,407,719 280,363 5,688,082
Revaluation losses taken to equity - - - - (1,484,094) - (1,484,094) - (1,484,094)
Released on disposal of available-for-sale investment - - - - (487,500) - (487,500) - (487,500)
Deferred tax on items taken directly to equity - - - - 628,768 - 628,768 - 628,768
Loss for the year - - - - - (148,949) (148,949) (78,991) (227,940)
Dividends paid - - - - - (111,237) (111,237) - (111,237)
Issue of share capital 5 40 - - - - 45 - 45
Adjustment for share based payments - - - - - 13,000 13,000 - 13,000
                   
At 1 January 2008 1,112,378 292,179 182,512 325,584 1,191,144 713,955 3,817,752 201,372 4,019,124
Revaluation losses taken to equity - - - - (1,440,186) - (1,440,186) - (1,440,186)
Deferred tax on items taken directly to equity - - - - 445,604 - 445,604 - 445,604
Loss for the year - - - - - (1,240,014) (1,240,014) (64,089) (1,304,103)
At 31 December 2008 1,112,378 292,179 182,512 325,584 196,562 (526,059) 1,583,156 137,283 1,720,439

7. Post balance sheet events

ADDLeisure Plc

On 2 March 2009, the company's wholly owned subsidiary, Reverse Take-Over Investments plc sold its entire holding of 22,540,000 ordinary shares of 0.5p each in ADDleisure Plc together with its entire holding of 2,820,000 warrants to subscribe for ordinary shares in ADDleisure Plc to Pantheon Leisure PLC ,a subsidiary of the company for the aggregate amount of £500,000.

The consideration was satisfied by the issue of £500,000 7.5% unsecured convertible loan notes by Pantheon Leisure PLC.

Unsecured loan notes

On 2 March 2009, the company raised £500,000 through the issue of £500,000 7.5% unsecured loan notes which mature five years from that date. The company has also granted to the subscribers of the loan notes 50,000,000 warrants on a pro rata basis. The loan notes are redeemable at par at any time after one year and the warrants which expire on the fifth anniversary from the date of grant, entitle the holders to subscribe for ordinary shares at a price of 1p per share.

York Pharma Plc

On 22 March 2009, shares in York Pharma Plc were suspended from trading as the company announced that it had received an approach that might or might not lead to an offer for its share capital.

Although the bid price quotation of the group's holding of 1,800,000 ordinary shares at 31 December 2008 was £235,500 their value on the date the shares were suspended was 3.25p per share equivalent to £58,500. 

The directors have adopted 3.25p per share as their fair value at the year end.

8. Analysis of movements to cash and cash equivalents and bank overdraft
  At 1 January 2008 Cash Flow At 31 December 2008
Group      
Cash and cash equivalents 1,787,500 (658,544) 1,128,956
Bank overdraft (104,800) 70,851 (33,949)
       
Net movement 1,682,700 (587,693) 1,095,007
       
       
       

9. Annual Report & Accounts

A copy of the Annual Report and Accounts for the year ended 31 December 2008 will be sent to shareholders on or before 29 June 2009 and copies will be available from the Company's registered office at 58-60 Berners Street, London W1T3JS or by visiting the Company website at www.westsideacquisitions.com.

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