Final Results & Notice of AGM

Westside Acquisitions plc (‘Westside’)

 

Final Results and Notice of AGM

Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2010 and gives notice of its Annual General Meeting to be held at the offices of AH Montpelier at 58-60 Berners Street, London W1T 3JS at 10.30 am. on 6 July 2011.

Chairman’s Statement and Chief Executive’s Review

The economy continues to experience a slow, low rate of growth going forward ~ although it may narrowly have avoided a decline into a double-dip recession. In the absence of any strong upturn conditions are likely to remain challenging.

For the year ended 31 December 2010, we are reporting a pre-tax loss of £636,664 (2009: £650,384). Westside’s net cash balances as at 31 December 2010 were £ 411,402 (2009: £849,169).

The Directors are not recommending the payment of a dividend.

Subsidiaries

We have two operating subsidiaries: Reverse Take-Over Investments Plc (‘RTI’) and Pantheon Leisure Plc (‘Pantheon’).

Pantheon Leisure

Following proposals announced in August 2010, Pantheon made a tender offer to buy back and cancel up to 45,500,000 Pantheon shares at 0.4p per share. Valid acceptances were received in respect of 33,162,841 shares and on 23 September 2010 the admission to trading of Pantheon’s ordinary shares on AIM was cancelled.

Westside holds 85.87% of the issued share capital of Pantheon subsequent to completion of the buy back and share cancellation ~ which is represented by a beneficial interest of 75 million Pantheon ordinary shares.

The group’s sports and leisure division incorporating, The Elms Sport in Schools (‘ESS’) and The Elms Small Sided Football, have contributed profit of £115,538 on turnover of £1,410,127 (2009: £58,591 profit on turnover of £1,170,242).

ESS has generated good growth over the period as its sport in schools initiatives continue to gain traction. The Elms’ small sided football turnover in 2010 was broadly the same as for 2009.

During the year, the management team at ESS was restructured and will work in conjunction with the managing director, Barbara Moss. This will strengthen and diversify the leadership team as the Company continues to expand its operations. ESS now has more than 10,000 children a week participating in various structured tuition programmes.

We are delighted to have appointed to the board of ESS James Vaughan (aged 32) as joint managing director, Jason O’Connor (aged 25) as director of coaching and Angela Wilcox (aged 35) as director of administration and their contribution will be highly significant as we continue to increase the number of participants enrolled in our sport in schools programmes.

Pantheon also holds 6,254,000 ordinary shares in Fitbug Holdings plc (‘Fitbug’) which represents a 5.6% interest in the issued share capital of that company. We include the value of the Fitbug shares in the Westside balance sheet at its quoted market value at 31 December 2010 in accordance with International Financial Reporting Standards. This has resulted in a further charge of £265,005 included in the total comprehensive loss reported for the period. The directors consider that this represents only a temporary diminution in value rather than impairment. The current bid price of Fitbug is 3.25p and at that price the 2010 provision would have been reduced by approximately £104,000.

RTI

At 31 December 2010, Westside owned 100% of the share capital of RTI, which specialises in creating shell companies that are subsequently 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 investments were made in the year.

In April 2010 the investment in Astek Group plc was realised to produce cash proceeds of £125,000 following an offer made to all shareholders at 0.625p per share by the management shareholders of Astek.

RTI continues to hold 800,000 shares in Cheerful Scout plc (‘Cheerful’), which represents a stake of 10.2% and 23 million shares in Messaging International plc (‘Messaging’), which represents a stake of 9.75%.

Cheerful is a multimedia specialist company and Messaging is a provider of innovative mobile messaging services. Both companies trade on AIM.

The market value of the RTI portfolio for investments held at year end is £255,895 (2009: £373,900).

Outlook

We look forward to continuing progress at Pantheon and, in particular, its sports tuition activities which continue to expand. The RTI investment portfolio should benefit from any improved trading experienced by both Cheerful and Messaging.

We look forward to updating shareholders on progress.

Richard Owen

Chairman

Geoffrey Simmonds

Chief Executive Officer

9 June 2011

* * 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 statement of comprehensive income

For the year ended 31 December 2010

2010

   

2009

 

£

£

Revenue

1,535,127

1,183,663

Cost of sales

(938,115)

(722,456)

Gross profit

597,012

461,207

Administrative expenses

(922,423)

(1,000,220)

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

(265,005)

(72,500)

 

(1,187,428)

(1,072,720)

Operating loss

(590,416)

(611,513)

Finance income

-

586

Finance costs

(46,248)

(39,457)

Loss before taxation

(636,664)

(650,384)

Taxation

(15,401)

(32,874)

Loss after taxation

(652,065)

(683,258)

Attributable to:

   

Equity holders of the parent company

(628,426)

(539,343)

Non-controlling interests

(23,639)

(143,915)

 

(652,065)

(683,258)

Other comprehensive loss:

   

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

(55,005)

(76,600)

Taxation on items taken directly to equity

15,401

21,448

Comprehensive loss

(39,604)

(55,152)

Comprehensive loss attributable to:

   

Equity holders of the parent company

(668,030)

(594,495)

Minority interest

(23,639)

(143,915)

Total comprehensive loss

(691,669)

(738,410)

Loss per share (basic and diluted)

Loss from operations

(0.56)p

(0.48)p

Other comprehensive loss

(0.04)p

(0.05)p

Total comprehensive loss

(0.60)p

(0.53)p

All losses arise from continuing operations of the group

Consolidated statement of financial position

As at 31 December 2010

 

2010

2009

 

£

£

Non current assets

   

Goodwill

59,954

59,954

Property, plant and equipment

109,719

94,192

Available-for-sale investments

91,995

364,000

Total non-current assets

261,668

518,146

Current assets

   

Available-for-sale investments

255,895

373,900

Trade and other receivables

135,582

142,032

Cash and cash equivalents

411,402

851,708

Total current assets

802,879

1,367,640

Total assets

1,064,547

1,885,786

Current liabilities

   

Trade and other payables

283,852

291,203

Bank overdraft

-

2,539

Borrowings

25,993

21,152

Total current liabilities

309,845

314,894

Non-current liabilities

   

Borrowings

561,987

553,857

Total non-current liabilities

561,987

553,857

Total liabilities

871,832

868,751

Net assets

192,715

1,017,035

Equity

   

Share capital

1,114,884

1,114,884

Share premium account

307,179

307,179

Capital redemption reserve

182,512

182,512

Merger reserve

325,584

325,584

Fair value reserve

101,806

141,410

Retained earnings

(1,834,575)

(1,071,171)

Equity attributable to shareholders’ of the parent company

197,390

1,000,398

Non- controlling interests

(4,675)

16,637

Total Equity

192,715

1,017,035

Consolidated statement of cash flows

For the year ended 31 December 2010

 

2010

2009

 

£

£

Cash flow from operating activities

   

Operating loss

(590,416)

(611,513)

Adjustments for:

   

Provision for impairment in value of available for sale of investments

265,005

72,500

Profit on disposal of available-for-sale investment

(25,002)

(8,421)

Depreciation

31,356

34,399

Share based payments

21,874

6,562

Operating cash flow before working capital movements

(297,183)

(506,473)

Increase in receivables

(15,422)

(24,832)

Decrease in payables

(7,351)

(33,572)

Net cash absorbed by operations

(319,956)

(564,877)

Finance costs

(46,248)

(39,457)

Net cash absorbed by operating activities

(366,204)

(604,334)

Investing activities

   

Property, plant and equipment acquired

(13,903)

(20,364)

Proceeds from sale of property, plant and equipment

39,000

-

Acquisition of available-for-sale investment

(30,000)

(114,000)

Proceeds on disposal of available-for-sale investment

125,000

13,421

Finance income

-

586

Net cash from/(used in) investing activities

120,097

(120,357)

Financing activities

   

Issue of equity capital

-

6

Funds from the issue of 7.5% loan notes

-

500,000

Purchase of interest in subsidiary

(132,651)

-

Loan repaid

(2,000)

(2,000)

Hire purchase repayments

(57,009)

(19,153)

Net cash (used in)/from financing activities

(191,660)

478,853

Net change in cash and cash equivalents

(437,767)

(245,838)

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

849,169

1,095,007

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

411,402

849,169

Notes

1. General information

Westside Acquisitions plc is a company incorporated in the United Kingdom and its activities are as described in the chairman’s statement and directors’ report.

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

The financial information in this preliminary announcement for the years to 31 December 2010 and 2009 does not comprise statutory accounts for the purpose of Section 434 of the Companies Act 2006.

The statutory accounts for the year ended 31 December 2010, which have been audited by Hazlewoods LLP, incorporate an unqualified audit report and do not contain an emphasis of matter paragraph or any statement under Section 498 of the Companies Act 2006.

This preliminary announcement of the results for the year ended 31 December 2010 was approved by the Board of directors on 9 June 2011.

Whilst the information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRSs, this announcement does not itself contain sufficient information to comply with IFRSs.

The statutory accounts for the year ended 31 December 2009, have been delivered to the Registrar of Companies and the statutory accounts for the year ended 30 December 2010 will be delivered to

the Registrar of Companies following the company's Annual General Meeting.

The statutory accounts will be sent to those shareholders who have elected to receive a paper copy shortly. Further copies will be available to the public from the company's registered office 58-60 Berners Street, London W1T 3JS.

The statutory accounts will also be available at the company's website, www.westsideacquisitions.com

2. Basis of Accounting

The consolidated financial statements of the group for the year ended 31 December 2010 have been prepared under the historical cost convention except for the revaluation of available-for-sale investments to fair value and are in accordance with International Financial Reporting Standards (‘IFRS’’) as adopted by the EU. These have been applied consistently except where otherwise stated.

At the date of authorisation of the financial statements, the following standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not been adopted by the EU).

Amendments to IFRS 7

Disclosures – ‘transfer of financial assets’ (effective from 1 July 2011)

IAS 24 (revised)

‘Related Party Disclosures’ (effective from1 January 2011)

IFRS 9 as amended in 2010

“Financial instruments” (effective from 1 January 2013)

IAS 24 (revised)

‘Related Party Disclosures’ (effective from 1 January 2011)

Amendment to IAS 32

‘Classification of rights issues’ (effective from 1 January 2011)

Amendment to IFRIC 14

‘ Prepayments of a minimum funding requirement’ (effective from 1 January 2011)

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material effect on the financial statements of the group.

3. Significant accounting policies

(a) Basis of consolidation

The financial statements of the group incorporate the financial statements of the company and entities controlled by the company which are its subsidiary 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.

All intra-group transactions and balances have been eliminated in preparing the consolidated financial statements.

(b) Revenue

Revenue arises from the disposal of available-for-sale investments by Reverse Take-Over 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 subsidiary 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

Plant 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:

Plant & equipment

25% & 10% straight line

Motor vehicles

33.3% straight line

(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) 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. 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.

(h) 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 previous financial year, fair value was 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.

(i) 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.

(j) Financial liabilities and equity

Financial liabilities and equity 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 date of the statement of financial position.

4. Critical accounting judgements and key sources of estimation uncertainty

Deferred tax asset

At the present time the directors’ do not consider that there is sufficient certainty regarding the utilisation of tax losses available in the group. As a result, no deferred tax asset has been recognised.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the date of the financial position was £59,954, being deemed cost on first time application of IFRS.

Impairment of investment in subsidiary undertakings

The company holds listed investments through various subsidiary undertakings. The values of these investments have been assessed based on their current quoted market value .These values have been used to estimate the recoverable value of the subsidiary undertakings. Where the estimated recoverable value of the company’s investments in these subsidiary undertakings is less than the carrying value, the investment has been written down to the estimated recoverable value.

The company has reduced the provision by £28,680 (2009: reduced by £12,053) against the carrying value of the company’s investments in its subsidiary undertakings.

Impairment of loans to subsidiary undertakings

The company has made provision against loans to its subsidiary undertakings that hold listed investments resulting from a change in the value of those listed investments and thus affecting the ability of those subsidiary undertakings to repay these loans in full.

5. Going concern

These financial statements have been prepared on the assumption that the group is a going concern which is dependent on the group’s ability to generate sufficient revenues which along with existing cash resources will be sufficient to meet future financial obligations as they fall due.

In the last two completed financial years the group has continued to absorb cash from its operations which has significantly depleted available cash resources. The directors are however satisfied that sufficient cash will continue to be available to enable continuation of its trading activities. In particular the directors anticipate that the sports and leisure business segment will continue to be cash generative, overhead costs will be strictly controlled and monitored and it is anticipated that it will be possible to realise some or all of the group’s investments.

Payment of the liability in respect of the loan notes of £500,000 which is not due until 2014 will depend on the ability of the group to realise sufficient profits from operating activities or investments prior to the repayment date. It is however too early to predict at this stage whether sufficient cash will be generated or whether new terms or alternative sources of finance will need to be found.

If the group were unable to continue as a going concern, adjustments would have to be made to the consolidated and parent company statement of financial position to reduce the value of assets to their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.

6. Loss per share

Basic loss per share has been calculated on the group’s loss attributable to equity holders of the parent company of £628,426 (2009:£539,343) and on the weighted average number of shares in issue during the year, which was 111,487,845 (2009:111,362,845).

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 £668,030 (2009: £594,495)

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 2010 on 77,738,395 shares (2009: 77,738,395) that could potentially dilute basic earnings per share in future.

7. Note to consolidated statement of cash flows

(a) Analysis of net debt

 

At 1 January

2010

Cash Flow

Non-cash movements

At 31 December

2010

Group

       

Cash and cash equivalents

851,708

(440,306)

-

411,402

Bank overdraft

(2,539)

2,539

-

-

Net cash and cash equivalents

849,169

(437,767)

-

411,402

Borrowings

(575,009)

59,009

(71,980)

(587,980)

Net funds/(debt)

274,160

(378,758)

(71,980)

(176,578)

Non cash movements relate to new hire purchase agreements entered into during the year.

(b) Reconciliation of net cash flow to movement in net funds

 

£

Decrease in cash and cash equivalents in the year

(437,767)

Cash outflow on borrowings repaid in the year

59,009

 

(378,758)

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