Final Results and Notice of AGM

Westside Investments plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2012 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 4.00 pm on 26 June 2013.

Chairman's Statement and Chief Executive's Review

For the year ended 31 December 2012 we are reporting a pretax loss of £308,100 (2011: £279,976). Westside's net cash balance as at 31 December 2012 was £362,167 (2011: £692,227). The Directors are not recommending the payment of a dividend.

Pantheon Leisure Plc ('Pantheon') as a group made a segmental profit of £102,198 for the 12 months ended 31 December 2012 (2011: £145,767).

We are pleased to report another profitable year for The Elms Group Limited, which is a wholly owned subsidiary of Pantheon.

Pantheon Leisure Plc ('Pantheon')

Westside holds 85.87% of the issued share capital of Pantheon which in turn wholly owns the operating business of The Elms Group, Pantheon's sport and leisure division.

The Elms Group comprises two trading companies, Sport in Schools Limited ('SIS'), also known as The Elms Sport in Schools, and Football Partners Limited ('FPL'), also known as The Elms Small Sided Football.

Pantheon also holds 6,254,000 ordinary shares in Fitbug Holdings Plc ('Fitbug'), the AIM listed provider of online personal health and well-being services which represents a 3.7% interest in the enlarged share capital of Fitbug Holdings Plc.

Sport in Schools Limited ('SIS')

SIS has generated growth of 9.5% in turnover for the year and contributed a divisional profit of some £101,085 as compared with £113,120 last year.

The Elms Group benefits from a young and dynamic management team who operate under the direction of joint managing director, Barbara Moss.

SIS delivers sports teaching to the school classroom during curriculum time and in accordance with curriculum requirements. The service is paid for by the schools. In addition, we offer breakfast, lunchtime and after school clubs paid for by the parents.

During each of the holiday breaks we hold sports camps paid for by the parents and sometimes subsidised by the Local Authority (when this comes under the heading of the extended day).

The 'Olympic Style' package developed by SIS for schools has proved to be very successful and has been taken up by a number of schools that have not previously used The Elms.

The SIS directors developed this bespoke package in a way that was specifically designed to meet the objectives now set out by Government. The package allows each individual to record their score and status in each Olympic event and culminates in an inter school competition where we have had as many as 700 children participating in a sports day - each competing with the other.

The coaching staff of SIS now numbers more than 100 coaches, all of whom are highly qualified and have to pass stringent tests and vetting procedures to be able to operate in this space.

We recognise the performance of the children through our specialised league tables dedicated to each school.

We believe that SIS should continue to develop its position in the sport in schools market whilst working within the Government policy as set out by the Department of Culture, Media and Sport.

Football Partners Limited ('FPL')

Our 5-a-side football operation received full FA accreditation in 2012. Activities conducted through FPL produced a solid result in a difficult market. Turnover net of corporate fees increased by 6% at £517,767 and this resulted in an operating profit of £1,252.

Westside Mining Plc ('Mining')

In June 2012, we announced the formation of Mining as a joint venture owned 50:50 with Mr Bruce Rowan. It is expected that Mining will exploit opportunities that will become available to it in the mining, commodity and natural resource sectors.

Reverse Take-Over Investments Plc ('RTI')

The investments held by RTI are as follows:

Messaging International Plc ('Messaging')

Messaging, the AIM traded provider of innovative messaging services announced in February 2012 that it had formally completed the buyback and cancellation of some 80 million ordinary shares. This transaction resulted in the total number of ordinary shares in issue being 155,872,147.

On 17 May 2013, Messaging announced further buyback proposals.

RTI and Westside own a total of 24,750,000 shares representing 15.9% of the issued share capital of Messaging.

Aeorema Communications Plc ('Aeorema')

In February 2013, Aeorema, the AIM-traded media specialists, announced interim results for the 6 months ended 31 December 2012 which showed revenues up by some 35% and profit before tax of £114,460 (2011: £1,993). Aeorema is cash rich, and continues to serve a wide range of leading companies - established in the UK and USA.

RTI holds 300,000 ordinary shares representing some 3.7% of the issued share of Aeorema.

Outlook

We continue to be encouraged by the success of the sports tuition activities of SIS and consider that its potential represents a significant opportunity for growth.

In March 2013, the Government announced plans to introduce new funding for sport in schools. The Department for Education is committed to provide between £100 million and £150 million in a bid to help primary schools improve the quality of their sports provision. All sporting governing bodies have been encouraged to help provide expertise and coaches to work alongside teachers, including The Football Association; The England and Wales Cricket Board and The Lawn Tennis Association.

It is in the context of these Government initiatives that, as a provider of specialist tuition to mainly primary schools, we recognise a first class opportunity to expand our activities in a significant growth market.

Accordingly, we are currently examining plans designed to maximise the value for shareholders of our investment in this exciting area of activity.

We look forward to updating shareholders on progress.

Richard Owen

Chairman

Geoffrey Simmonds

Chief Executive Officer

20 May 2012

ENDS

For further information please visit www.westsideinvestments.co.uk or contact:

Geoffrey Simmonds

Westside Investments Plc

Tel: 020 7935 0823

Mark Percy

Cantor Fitzgerald Europe

Tel: 020 7894 7000

Catherine Leftley

Cantor Fitzgerald Europe

Tel: 020 7894 7000

Elisabeth Cowell

St Brides Media & Finance Ltd

Tel: 020 7236 1177

Consolidated statement of comprehensive income
For the year ended 31 December 2012

 

2012

2011

 

£

£

     
     

Revenue

1,588,208

1,515,290

     

Cost of sales

(939,733)

(867,908)

     

Gross profit

648,475

647,382

     

Administrative expenses

(935,920)

(883,693)

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

(17,137)

(2,563)

 

(953,057)

(886,256)

     

Operating loss

(304,582)

(238,874)

     

Finance costs

(3,518)

(41,102)

     

Loss before taxation

(308,100)

(279,976)

     

Taxation

(7,920)

(13,431)

Loss after taxation

(316,020)

(293,407)

     

Attributable to:

   

Equity holders of the parent company

(310,326)

(296,443)

Non-controlling interests

(5,694)

3,036

 

(316,020)

(293,407)

     

Other comprehensive loss:

   

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

(33,000)

(32,397)

     

Taxation on items taken directly to equity

7,920

13,431

     

Other comprehensive loss

(25,080)

(18,966)

     

Comprehensive loss attributable to:

   

Equity holders of the parent company

(335,406)

(315,409)

Minority interest

(5,694)

3,036

     

Total comprehensive loss

(341,100)

(312,373)

Loss per share (basic and diluted)

Loss from operations per share

(0.027)p

(0.25)p

Other comprehensive loss per share

(0.003)p

(0.01)p

Total comprehensive loss per share

(0.030)p

(0.26)p

All losses arise from continuing operations of the group

Consolidated statement of financial position

As at 31 December 2012

 

2012

2011

     
 

£

£

Non current assets

   

Goodwill

59,954

59,954

Property, plant and equipment

78,868

88,918

Available-for-sale investments

75,048

89,432

Total non-current assets

213,870

238,304

     

Current assets

   

Available-for-sale investments

186,000

208,500

Trade and other receivables

156,585

85,739

Cash and cash equivalents

362,167

692,227

Total current assets

704,752

986,466

     

Total assets

918,622

1,224,770

     

Current liabilities

   

Trade and other payables

267,566

279,091

Borrowings

28,993

25,993

Total current liabilities

296,559

305,084

     

Non-current liabilities

   

Borrowings

20,500

35,993

Total non-current liabilities

20,500

35,993

     

Total liabilities

317,059

341,077

     

Net assets

601,563

883,693

     

Equity

   

Share capital

1,111,489

2,114,894

Share premium account

-

307,252

Capital redemption reserve

-

182,512

Merger reserve

325,584

325,584

Fair value reserve

57,760

82,840

Retained earnings

(874,520)

(2,066,333)

Equity attributable to shareholders' of the parent company

620,313

946,749

     

Non- controlling interests

(18,750)

(63,056)

     

Total Equity

601,563

883,693



Consolidated statement of cash flows

For the year ended 31 December 2012

 

2012

 

2011

 

£

 

£

 
 
 
 

Cash flow from operating activities

 
 
 
 
 
 
 

Operating loss

(304,582)

 

(238,874)

 
 
 
 

Adjustments for:

 
 
 

Provision for impairment in value of available

 
 
 

for sale investments

17,137

 

2,563

 

Profit on disposal of available-for-sale investments

 

-

 

 

(34,751)

Depreciation

40,783

 

41,740

Share based payments

8,970

 

9,829

       

Operating cash flow before working capital movements

(237,692)

 

(219,493)

(Increase)/decrease in receivables

(70,846)

 

43,282

Decrease in payables

(11,525)

 

(4,761)

 
 
 
 

Net cash absorbed by operations

(320,063)

 

(180,972)

 
 
 
 

Finance costs (net)

(3,518)

 

(41,102)

Net cash absorbed by operating activities

(323,581)

 

(222,074)

 
 
 
 

Investing activities

 
 
 

Property, plant and equipment acquired

(30,733)

 

(20,939)

Acquisition of available-for-sale investment

(13,253)

 

-

 

Proceeds on disposal of available-for-sale investment

 

-

 

 

49,749

Net cash (outflow)/inflow from investing activities

(43,986)

 

28,810

 
 
 
 

Financing activities

 
 
 

Issue of equity capital

-

 

1,000,083

Funds from non-controlling interests

50,000

 
 

Repayment of 7.5% loan notes

-

 

(500,000)

Loan received

15,000

 

-

Loan repaid

(3,500)

 

(2,000)

Hire purchase repayments

(23,993)

 

(23,994)

Net cash from financing activities

37,507

 

474,089

       

Net (decrease)/increase in cash and cash equivalents in the year

(330,060)

 

280,825

       

Cash and cash equivalents at the beginning of the year

692,227

 

411,402

 
 
 
 

Cash and cash equivalents at the end of the year

362,167

 

692,227

 

Notes

1. General information

Westside Investments 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.

2. Basis of Accounting

The consolidated financial statements of the group for the year ended 31 December 2012 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 these 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 IFRS7 'Financial Instruments: Disclosures - 'Transition Disclosures' effective 1 January 2015

Amendments to IFRS7 'Financial Instruments: Disclosures - 'Offsetting Financial Assets and Financial Liabilities' effective 1 January 2013

IFRS 9 'Financial Instruments' effective 1 January 2015

Amendment to IFRS10 'Investment Entities' effective 1 January 2014

IFRS10 'Consolidated financial statements' effective 1 January 2013

IFRS11 'Joint arrangements' effective 1 January 2013

IFRS12 'Disclosure of Interests in Other Entities' effective 1 January 2013

IFRS13 'Fair Value Measurement' effective 1 January 2013

Amendments to IAS19 'Employee benefits' effective 1 January 2013

Amendments to IAS27 'Separate Financial Statements' effective 1 January 2013

Amendments to IAS28 'Investments in Associates and Joint Ventures' effective 1 January 2013

Amendments to IAS32 'Financial Instruments: 'Presentation' effective 1 January 2014

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. If an investment is suspended from trading fair value is based on quoted bid prices on the first day that trading recommences 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 is the 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.

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 three 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 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.

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 £310,326 (2011: £296,443) and on the weighted average number of shares in issue during the year, which was 1,111,488,845 (2011:119,707,472).

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 £335,406 (2011: £315,409).

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 2012 on 59,200,000 shares (2011: 59,200,000) that could potentially dilute basic earnings per share in future.

7. Notes to statements of cash flows

a) Analysis of net funds

 

At 1 January

2012

£

Cash Flow

£

Non-cash movements

£

At 31 December

2012

£

Group

       
         

Cash and cash equivalents

692,227

(330,060)

-

362,167

         

Borrowings

(61,986)

12,493

-

(49,493)

         

Net funds

630,241

(317,567)

-

312,674

         

Company

       
         

Cash and cash equivalents

582,224

(344,544)

-

237,680

         

Borrowings

(47,986)

23,993

-

(23,993)

         

Net funds

534,238

(320,551)

-

213,687

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

 

Group

£

Company

£

Decrease in cash and cash equivalents in the year

(330,060)

(344,544)

Cash inflow from new borrowings in the year

(15,000)

-

Cash outflow on borrowings repaid in the year

27,493

23,993

Movement in net funds

(317,567)

(320,551)

8. Availability of Report and Accounts

The Company's audited report and accounts for the year ended 31 December 2012 will be posted to shareholders today and is available on the Company's website www.westsideinvestments.co.uk

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