Final Results

Westside Acquisitions plc ('Westside')

Final Results

Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2009.

Chairman's Statement and Chief Executive's Review

As discussed in our interim report, economic conditions over the period under review remained volatile and unsettled.  

The audited consolidated accounts for the year ended 31 December 2009 show a loss before taxation of £650,384 (2008: loss of £1,160,281).

During the year, the company raised £500,000 of new funds through the issue of £500,000 7.5% loan notes at par with warrants attached.

Westside's net cash balances as at 31 December 2009 were £849,169 (2008: £1,095,007).

Subsidiaries

Westside has two operating subsidiaries: Pantheon Leisure plc ('Pantheon') in which Westside has a 62.24% interest and Reverse Takeover Investments plc ('RTI') in which the Company has a 100% interest.  Westside's investment strategy is to acquire businesses in the leisure sector and to create shell companies which are used to make substantial acquisitions, with a view to obtaining a public quotation for the shell. 

Pantheon Leisure

Westside holds 75 million ordinary shares in Pantheon Leisure plc, representing 62.24% of the issued share capital where both the ordinary shares and warrants trade on AIM.  Pantheon conducts its activities through its wholly owned subsidiary The Elms Group Ltd, which has two divisions: The Elms Sports in Schools ('ESS'); and The Elms Small Sided Football.

Pantheon has had a successful year as its sports tuition in schools division continued to enjoy considerable growth.  Trading through Pantheon's small-sided football division has been steady.

For the period under review, Pantheon is reporting a loss before taxation and impairment provision of £121,601 (2008: £166,149) on a turnover of £1,170,242 (2008: £1,076,857) for the year ended 31 December 2009.  The Group's net cash position stands at £330,639 (2008: £586,813).

ESS has experienced excellent growth during the year and returned a segmental profit of £63,000 from which a dividend of £25,000 was paid to Pantheon. ESS now supplies specialised sports tuition to 115 primary schools throughout London and the Home Counties, up from 100 schools at the end of 2008.  The number of young people enjoying the programme on a weekly basis during term time has reached 10,000 and this number is consistently increasing. 

Pantheon are rapidly developing in both depth and breadth a young management team covering the training of sports coaches, sales, finance and skill sets across a full range of curriculum sporting activities.

Pantheon's small-sided football division operates small-sided football leagues within the M25 area, principally in urban developments in London including the Docklands, Mile End, Paddington Basin, Battersea and Wandsworth.  Difficult weather conditions in the first half of the year affected many of its peers active in this field.  It also caused Pantheon some problems but as their focus is in London most of their facilities are in close proximity to transport links and this provides them with a buffer which ensures more balanced trading.

Pantheon acquired from RTI its entire holding in Fitbug Holdings Plc in order to concentrate the group's leisure investments into one company. The consideration was the issue of £500,000 5 year loan notes with a coupon rate of 7.5% pa.which are convertible into ordinary shares of 0.5p each in Pantheon at a price of 1p per share at any time. Were such a conversion to take place, and in the absence of any other transaction, the group would hold a 73.5% interest in Pantheon.

Group investments

The market value of the group's investment portfolio as at 31 December 2009 was £737,900 (2008: £778,000). 

·    At year end, RTI held 23 million ordinary shares in Messaging International plc

Messaging International plc ('Messaging International') is an AIM traded company and provider of converged messaging products and services.   Messaging International has continued trading steadily over the period and has particularly focussed on increasing its product offering to broaden the reach and functionality of its products.

The share price at 4 June 2009 is 0.4p per share, which gives rise to a value of £97,000 as compared with its value at 31 December of £185,900.

·    At year end, RTI held 800,000 ordinary shares in Cheerful Scout plc

Cheerful Scout plc is an AIM traded multi media specialist dedicated to providing an array of innovative corporate communication solutions through its On Screen, DVD and Events divisions.  Working with a number of blue-chip clients, it continues to gain recognition for its innovative use of film and graphics and has recently established a new Events division, designed as a complementary alternative for current and prospective clients to communicate with their audience. 

·    At year end, RTI held 20 million ordinary shares in Astek Group plc

Astek Group plc ('Astek') is an AIM traded dental equipment designer, manufacturer and distributor.  It has an extensive portfolio and a focus on prosthetic products for dentures and innovative products relating to the prevention of cross infection.  In April 2010, Astek announced that it had reached an agreement with the management shareholders on the terms of a scheme of arrangement, which will provide for the return of cash to Independent Shareholders and the transfer of control of Astek to the Management Shareholders with the transaction being financed by a loan from Alan Segal, its chief executive.

RTI will receive £125,000 for the sale of its entire holding in Astek when the proposals are implemented.

In conclusion, trading conditions for our investments has been difficult throughout the year under review.  However we maintain our focus on supporting our investments.  Pantheon's growth continues to hold serious promise and trading is robust so, with this in mind, we look forward to updating the market on the developments of this investment in the future.

R L Owen

G M Simmonds

4 June 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 Limited

Tel: 020 7236 1177

Consolidated income statement for the year ended 31 December 2009

 

 

 

2009

2008

 

Notes

£

£

       
       

Revenue

 

1,183,663

1,076,857

       

Cost of sales

 

(722,456)

(714,824)

       

Gross profit

 

461,207

362,033

       

Administrative expenses

 

(1,000,220)

(1,088,685)

Provision for impairment in value of available -for- sale investments

 

(72,500)

(495,756)

   

(1,072,720)

(1,584,441)

       

Operating loss

 

(611,513)

(1,222,408)

       

Finance income

 

586

67,180

Finance costs

 

(39,457)

(5,053)

       

Loss before taxation

 

(650,384)

(1,160,281)

       

Taxation

 

(32,874)

(143,822)

Loss after taxation

 

(683,258)

(1,304,103)

       

Attributable to:

     

Equity holders of the parent company

 

(539,343)

(1,240,014)

Minority interest

 

(143,915)

(64,089)

   

(683,258)

(1,304,103)

       

Other comprehensive loss

     

Revaluation losses on available-for-sale investments taken to equity

 

(76,600)

(1,440,186)

       

Taxation on items taken directly to equity

 

21,448

445,604

       

Comprehensive loss

 

(55,152)

(994,582)

       

Comprehensive loss attributable to:

     

Equity holders of the parent company

 

(594,495)

(2,234,596)

Minority interest

 

(143,915)

(64,089)

       

Total comprehensive loss

 

(738,410)

(2,298,685)

 

Loss per share (basic and diluted)

Loss from operations

(0.48)p

         (1.11)p

Other comprehensive loss

(0.05)p

(0.89)p

Total comprehensive loss

(0.53)p

(2.00)p

 

All losses arise from continuing operations of the group

Consolidated statement of financial position as at 31 December 2009

 

Notes

2009

2008

     

 (as re-stated)

   

£

    £

Non current assets

     

Goodwill

 

59,954

59,954

Property, plant and equipment

 

94,192

108,227

Deferred tax asset

 

-

11,426

       

Total non-current assets

 

154,146

179,607

       

Current assets

     

Available-for-sale investments

 

737,900

778,000

Trade and other receivables

 

142,032

88,762

Cash and cash equivalents

 

851,708

1,128,956

       

Total current assets

 

1,731,640

1,995,718

       

Total assets

 

1,885,786

2,175,325

       

Current liabilities

     

Trade and other payables

 

291,203

324,775

Bank overdraft

 

2,539

33,949

Borrowings

 

21,152

21,152

       

Total current liabilities

 

314,894

379,876

       

Non-current liabilities

     

Borrowings

 

553,857

75,010

       

Total non-current liabilities

 

553,857

75,010

       

Total liabilities

 

868,751

454,886

       
       

Net assets

 

1,017,035

1,720,439

       

Equity

     
       

Share capital

 

1,114,884

1,112,378

Share premium account

 

307,179

292,179

Capital redemption reserve

 

182,512

182,512

Merger reserve

 

325,584

325,584

Fair value reserve

 

141,410

196,562

Retained earnings

 

(1,071,171)

(542,371)

Equity attributable to shareholders' of the parent company

 

 

 

1,000,398

1,566,844

       

Minority interest

 

16,637

153,595

       

Total Equity

 

1,017,035

1,720,439

Consolidated statement of cash flows for the year ended 31 December 2009

 

Notes

2009

 

2008

   

£

 

£

         

Cash flow from operating activities

       
         

Operating loss

 

(611,513)

 

(1,222,408)

         

Adjustments for:

       

Provision for impairment in value of available

       

for sale of investments

 

72,500

 

495,756

Profit on disposal of available-for-sale investment

 

(8,421)

 

-

Profit on sale of property, plant and equipment

 

-

 

(6,383)

Depreciation

 

34,399

 

21,051

Share based payments

 

6,562

 

-

         

Operating cash flow before working capital movements

 

(506,473)

 

(711,984)

(Increase)/decrease in receivables

 

(24,832)

 

34,796

(Decrease)/increase in payables

 

(33,572)

 

40,483

         

Net cash absorbed by operations

 

(564,877)

 

(636,705)

         

Finance costs

 

(39,457)

 

(5,053)

Net cash absorbed by operating activities

 

(604,334)

 

(641,758)

         

Investing activities

       

Property, plant and equipment acquired

 

(20,364)

 

(29,750)

Proceeds from sale of property, plant and equipment

 

 

-

 

 

20,000

Acquisition of available-for-sale investment

 

(114,000)

 

-

Proceeds on disposal of available-for-sale investment

 

 

13,421

 

 

-

Finance income

 

586

 

67,180

Net cash (used in)/from investing activities

 

(120,357)

 

57,430

         

Financing activities

       

Issue of equity capital

 

6

 

  -

Funds from the issue of 7.5% loan notes

 

500,000

 

                        -

Loan (repaid)/ advanced

 

(2,000)

 

20,000

Hire purchase repayments

 

(19,153)

 

(23,365)

Net cash from /(used in) financing activities

 

478,853

 

(3,365)

         

Net change in cash and cash equivalents

 

(245,838)

 

(587,693)

         

Cash and cash equivalents and bank overdraft at the beginning of the year

 

1,095,007

 

1,682,700

         

Cash and cash equivalents and bank overdraft at the end of the year

 

849,169

 

1,095,007

Notes

 

1.

General Information

 Westside Acquisitions plc is a company incorporated in the United Kingdom.

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

 The preliminary announcement of results is not the company's statutory accounts. Statutory accounts for the year ended 31 December 2009 have not been delivered to the Registrar of Companies. The auditors have reported on the statutory accounts for the year ended 31 December 2009 on 4 June 2010 and their report was unqualified and did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report; neither did it contain a statement under section 498 (2) (accounting records or returns inadequate or accounts or directors' remuneration report not agreeing with records and returns), or Section 498 (3) (failure to obtain necessary information and explanations) 

2.

Business Segment Analysis

 Segmental information with regard to activities is disclosed below.

 All turnover, profit, assets and liabilities relate to operations undertaken in the UK. 

Year ended 31 December 2009

     
 

Investment

Sports and leisure

Consolidated

 

£

£

£

       

Revenue

13,421

1,170,242

1,183,663

       

Segment operating losses

(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)

       
       

Year ended 31 December 2008

     
 

Investment

Sports and leisure

Consolidated

 

£

£

£

       

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)

       

Finance income

   

67,180

Finance costs

   

(5,053)

       

Loss before taxation

   

(1,160,281)

       

Taxation

   

(143,822)

       

Loss after taxation from continuing activities

   

(1,304,103)

 

Financial position at 31 December 2009

     
 

Investment

Sports and leisure

Consolidated

 

£

£

£

       

Segment assets

737,900

150,876

888,776

       

Unallocated corporate assets

   

997,010

       

Consolidated total assets

   

1,885,786

       

Segment liabilities

1,875

302,043

303,918

       

Unallocated corporate liabilities

   

564,833

     

868,751

 

£

£

 

Capital additions

-

20,364

 

Depreciation charge

-

9,523

 
       
       

Financial position at 31 December 2008

   

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

 
       

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, trade and other payables and loan notes attributable to the parent company.

3.

Loss per Share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £539,343 (2008: £1,240,014) and on the weighted average number of shares in issue during the year, which was 111,362,845 (2008:111,237,776).

Comprehensive loss per share is based on the same number of shares and on the comprehensive loss for the year attributable to the equity holders in the parent company of £594,495 (2008:2,234,596)

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 2009 on 77,738,395 shares (2008: 33,348,464) that could potentially dilute basic earnings per share in future.

At 31 December 2009, there were outstanding options and warrants held outside the group in relation to 111 million shares (2008:61 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.

4.

Available-for-sale investments

The group, through its subsidiaries holds the following investments which are stated at fair value:

 

2009

2008

Group

£

£

     

Investments admitted to trading on the AIM

   

Cheerful Scout plc

48,000

24,000

York Pharma plc   

-

58,500

Fitbug Holdings Plc (formerly ADDleisure plc)

364,000

500,000

Messaging International plc

185,900

90,500

Astek Group plc

140,000

100,000

 

737,900

773,000

Unlisted Investments

   

Ethanol 10 plc

-

5,000

     
 

737,900

778,000

The group has not designated any investments as financial assets at fair value through profit or loss.

Details of investment holdings are:

Cheerful Scout Plc

800,000 ordinary shares (2008:800,000) in the company, representing 8.2% of its issued share capital.

York Pharma Plc

At the end of 2008, the group's interest in York Pharma Plc was 1,800,000 ordinary shares representing 3.8% of its issued share capital.

In March 2009, the company's shares were suspended from trading following an approach which could have resulted in an offer to acquire its share capital. The company has since been placed into administration and its carrying value of £58,500 (3.25p per share) has been written off in full. 

Fitbug Holdings Plc (formerly ADDleisure Plc)

The group's holding was originally 22,540,000 ordinary shares and 2,820,000 warrants in ADDleisure Plc.

In December 2009, the company secured shareholder approval to a capital reorganisation whereby one new share of 1p each replaced every 10 old ordinary shares. ADDleisure's name was changed to Fitbug Holdings Plc and a new placing at 10p per share raised £1,200,000 before costs. As part of these arrangements, a further 1 million shares were acquired for £100,000 increasing the group's holding from 2,254,000 ordinary shares to 3,254,000 ordinary shares representing an interest of 8.64% in the company.

Following the lifting of the suspension of trading in Fitbug Holdings Plc's shares on the AIM market in December 2009 at 11.5p per share, the quoted bid price per share fell to 7.5p in January 2010 as a direct result of a single large disposal of shares.

The directors believe that the current price per share at 4 June 2010 of 6.75p which gives rise to a value of the group's holding of £220,000 is not reflective of Fitbug's future prospects.

Messaging International Plc

23,000,000 ordinary shares (2008:23,000,000 ordinary shares) in the company representing 9.8% of its issued share capital. The group also holds 10,000,000 warrants which have the right to be exercised at 5p per share for a like number of ordinary shares.

At 4 June 2010, the bid price of the shares had fallen to 0.4p and warrants to 0.05p valuing the company's holding at £97,000

Astek Group Plc

20,000,000 ordinary shares (2008:20,000,000 ordinary shares) in the company representing 28.5% of its issued share capital. Although the group holds more than 20% of the voting rights of Astek Group plc, it does not exercise significant influence over the operating and financial policies of that company. Since the 31 December, this investment was sold for £125,000.

 Ethanol 10 Plc

An investment in Ethanol 10 Plc of 3,750,000 ordinary shares representing 18.75% of its issued share capital costing £5,000 was sold for £13,421 net of selling costs.

5.

Borrowings

 

Group

 

Company

           

2009

 

2008

 

2009

 

2008

 

£

 

£

 

£

 

£

 

 

 

 

 

 

 

 

Loans and hire purchase finance

575,009

 

96,162

 

 557,009

 

76,162

 

 

 

 

 

 

 

 

Due within 1 year

21,152

 

21,152

 

19,152

 

   19,152

Due after more than 1 Year

553,857

 

75,010

 

537,857

 

57,010

Unsecured loan notes

On 2 March 2009, the company raised £500,000 through the issue of £500,000 7.5% unsecured loan notes which are repayable five years from that date. The company has also granted to the subscribers of the loan notes 50,000,000 warrants to subscribe for  1p ordinary shares in the company on a pro rata basis. The loan notes are redeemable at par at the option of the company 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.

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