Interim Results

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

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