22nd Jun 2009 07:05
Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
Westside Acquisitions plc ('Westside')
Final Results
Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the year ended 31 December 2008.
Chairman's Statement and Chief Executive's Review
The audited consolidated accounts for the year ended 31 December 2008 show a loss before taxation of £1,160,281 (2007: loss of £122,854).
Westside's net cash balances as at 31 December 2008 were £1,095,007 (2007: £1,682,700)
The experience of 2008 was really a year which continued the trend established in the second half of 2007.
In our 2007 annual statement we warned that market conditions were likely to be unsettled and uncertain, but the turmoil which ensued throughout 2008 - starting with the liquidity strains experienced in the banking sector from August 2007 - have become progressively more serious such that conditions are now recognised as the worst in possibly 75 years.
The result in 2008 has been the unpleasant experience of seeing some of the largest banks in our universe require financial assistance to maintain their liquidity and solvency.
Westside holds 75 million ordinary shares of Pantheon Leisure PLC ("Pantheon") representing 62.5% of the issued share capital where both the ordinary shares and warrants trade on AIM.
Pantheon made a loss of £170,904 for the year ended 31 December 2008 (2007: loss £210,642).
In 2008, Pantheon has reported that the turnover of its subsidiary, Sport in Schools Ltd was £518,034 (2007: £306,915) an increase of 69% over 2007. The turnover of the 5-a-side football activity for the year was £552,204 (2007: £583,040) a reduction of 5%.
In the current year, Pantheon is budgeting for a continuation of its improving trend with the expectation that Sport in Schools will again generate significant additional turnover and that 5-a-side football will continue to maintain its level of activity despite the current recessionary climate.
Reverse Take-Over Investments plc ("RTI") has investments in five companies whose ordinary shares and warrants trade on AIM and holds 18.75% of Ethanol 10 plc, which is unquoted.
At 31 December 2008 the fair value of our holdings of listed investments was £773,000 (2007: £2,638,942) against an original cost of £774,498 (2007: £774,498)
At the year end:
RTI held 22.54 million ordinary shares in ADDleisure plc (10.75% of the issued share capital), a company which develops products and services in the health and leisure sectors. BUPA holds a 28.9% stake in ADDleisure. On 2 March 2009, RTI's investment in ADDleisure was sold to Pantheon Leisure for £500,000.
RTI held 1.8 million ordinary shares in York Pharma plc (3.8% of the issued share capital), a company which sells a range of dermatological products available on prescription to wholesalers, hospitals and general practitioners. York Pharma holds 68 patents on 13 patent families of dermatology products for which it is at different stages of seeking regulatory approval. On 22 March 2009, shares in York Pharma 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.
RTI held 23 million ordinary shares in Messaging International plc (9.8% of the issued share capital) a company which is a leading provider of text to landline messaging services on a worldwide basis working with blue chip telecom providers such as Verizon, SprintNextel and Rogers Wireless.
RTI held 800,000 ordinary shares in Cheerful Scout plc (8.2% of the issued share capital), a company which is a multi media specialist ranging from the provision of DVD and short film production to cutting edge conference and visualization technology.
RTI held 20 million ordinary shares in Astek Group plc (28.5% of the issued share capital), a company which is a dental designer, manufacturer and distributor. Astek has an extensive portfolio including prosthetic products for dentures and innovative products relating to the prevention of cross infection.
RTI held 3.75 million ordinary shares in Ethanol 10 plc (18.75% of the issued share capital) a company which was formed to develop and build an Ethanol producing plant in the Dominican Republic. In view of the significant fall in the price of oil in 2008, substantial provision has been made against the cost of this investment.
There is little doubt that operating conditions in 2009 will continue to be difficult. On the positive side, Pantheon is building a business that we continue to believe does have some serious potential. Elms Sport in Schools is a brand in the making and should promote sponsorship opportunities in the future. The portfolio of investments held by RTI has suffered considerably in the bear market but the respective management teams of the individual companies remain confident that their business models are sound. Since the year end we have raised additional capital of £500,000.
In conclusion, we can only hope that the aggressive actions taken by the various governmental and financial authorities around the world will at the very least enable business to function in such a strong and unprecedented recessionary climate.
Electronic Communications
The directors wish to utilise the new provisions of the Companies Act 2006 to allow them to send documents or information electronically, thereby reducing printing and postage costs. Accordingly, Resolution 5 is being proposed as a special resolution at the annual general meeting, to make certain amendments to the company's articles of association to authorise the company to send documents and information to shareholders using electronic means which includes making them available on the company's website and to ensure that the relevant notice and service provisions in the company's articles of association shall apply to electronic communications.
R L Owen
G M Simmonds
18 June 2009
* * 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 |
|
Susie Callear |
St Brides Media & Finance Limited |
Tel: 020 7236 1177 |
Consolidated income statement for the year ended 31 December 2008
|
2008 |
2007 |
|||||
|
Notes |
£ |
£ |
||||
|
Continuing operations |
||||||
|
Revenue |
1,076,857 |
1,575,055 |
||||
|
Cost of sales |
(714,824) |
(693,868) |
||||
|
Gross profit |
362,033 |
881,187 |
||||
|
Administrative expenses |
(1,088,685) |
(1,096,184) |
||||
|
Provision for impairment in value of available -for- sale investments |
(495,756) |
- |
||||
|
(1,584,441) |
(1,096,184) |
|||||
|
Operating loss |
(1,222,408) |
(214,997) |
||||
|
Financial income |
62,127 |
92,143 |
||||
|
Loss before taxation |
(1,160,281) |
(122,854) |
||||
|
Taxation |
3 |
(143,822) |
(111,512) |
|||
|
Loss for the year from continuing operations |
(1,304,103) |
(234,366) |
||||
|
Discontinued operations |
||||||
|
Profit for the year from discontinued operations |
- |
6,426 |
||||
|
Loss after taxation |
(1,304,103) |
(227,940) |
|
Attributable to: |
||||||
|
Equity holders of the parent company |
(1,240,014) |
(148,949) |
||||
|
Minority interest |
(64,089) |
(78,991) |
||||
|
(1,304,103) |
(227,940) |
|
Continuing operations |
||||||
|
Basic and diluted loss per share |
4 |
(1.11)p |
(0.136)p |
|||
|
Discontinued operations |
||||||
|
Basic and diluted earnings per share |
4 |
- |
0.003p |
Continuing and discontinued operations
|
Basic and diluted loss per share |
4 |
(1.11)p |
(0.133)p |
Consolidated statement of recognised income and expense
|
2008 |
2007 |
||||
|
Notes |
£ |
£ |
|||
|
Revaluation losses on available-for-sale investments taken to equity |
(1,440,186) |
(1,484,094) |
|||
|
Tax on items taken directly to equity |
445,604 |
482,518 |
|||
|
Net expense recognised directly in equity |
(994,582) |
(1,001,576) |
|||
|
Transferred to profit or loss on sale of available-for-sale investments |
- |
(487,500) |
|||
|
Tax on items transferred from equity |
- |
146,250 |
|||
|
(994,582) |
(1,342,826) |
||||
|
Loss for the year |
(1,304,103) |
(227,940) |
|||
|
Total recognised income and expense for the year |
(2,298,685) |
(1,570,766) |
|||
|
Attributable to equity holders of the parent |
(2,234,596) |
(1,491,775) |
|||
|
Attributable to minority interests |
(64,089) |
(78,991) |
|||
|
6 |
(2,298,685) |
(1,570,766) |
Consolidated balance sheet as at 31 December 2008
|
Notes |
2008 |
2007 |
||||
|
£ |
£ |
|||||
|
Non current assets |
||||||
|
Goodwill |
59,954 |
59,954 |
||||
|
Property, plant and equipment |
108,227 |
13,618 |
||||
|
Deferred tax asset |
5 |
11,426 |
16,181 |
|||
|
Total non-current assets |
179,607 |
89,753 |
||||
|
Current assets |
||||||
|
Available-for-sale investments |
778,000 |
2,713,942 |
||||
|
Trade and other receivables |
88,762 |
123,558 |
||||
|
Cash and cash equivalents |
1,128,956 |
1,787,500 |
||||
|
Total current assets |
1,995,718 |
4,625,000 |
||||
|
Total assets |
2,175,325 |
4,714,753 |
||||
|
Current liabilities |
||||||
|
Trade and other payables |
324,775 |
284,292 |
||||
|
Bank overdraft |
33,949 |
104,800 |
||||
|
Borrowings |
21,152 |
- |
||||
|
Total current liabilities |
379,876 |
389,092 |
||||
|
Non-current liabilities |
||||||
|
Deferred taxation |
5 |
- |
306,537 |
|||
|
Borrowings |
75,010 |
|||||
|
Total non-current liabilities |
75,010 |
306,537 |
||||
|
Total liabilities |
454,886 |
695,629 |
||||
|
Net assets |
1,720,439 |
4,019,124 |
||||
|
Equity |
||||||
|
Share capital |
1,112,378 |
1,112,378 |
||||
|
Share premium account |
292,179 |
292,179 |
||||
|
Capital redemption reserve |
182,512 |
182,512 |
||||
|
Merger reserve |
325,584 |
325,584 |
||||
|
Fair value reserve |
196,562 |
1,191,144 |
||||
|
Retained earnings |
(526,059) |
713,955 |
||||
|
Equity attributable to shareholders' of the parent company |
6 |
1,583,156 |
3,817,752 |
|||
|
Minority interest |
6 |
137,283 |
201,372 |
|||
|
Total Equity |
1,720,439 |
4,019,124 |
Consolidated cash flow statement for the year ended 31 December 2008
|
Notes |
2008 |
2007 |
||||
|
£ |
£ |
|||||
|
Cash flow from operating activities |
||||||
|
Loss before taxation on continuing operations |
(1,222,408) |
(214,997) |
||||
|
Profit before taxation on discontinued operations |
- |
6,426 |
||||
|
(1,222,408) |
(208,571) |
|||||
|
Adjustments for: |
||||||
|
Provision for impairment in value of available |
||||||
|
for sale of investments |
495,756 |
- |
||||
|
Share based payment charges |
- |
13,000 |
||||
|
Profit on sale of property, plant and equipment |
(6,383) |
- |
||||
|
Depreciation |
21,051 |
- |
||||
|
Operating cash flow before working capital movements |
(711,984) |
(195,571) |
||||
|
Net purchases of available-for-sale investments |
- |
(222,500) |
||||
|
Decrease/(increase) in receivables |
34,796 |
(32,403) |
||||
|
Increase/(decrease) in payables |
40,483 |
(6,799) |
||||
|
Net cash used in operating activities |
(636,705) |
(457,273) |
||||
|
Investing activities |
||||||
|
Property, plant & equipment acquired |
(29,750) |
- |
||||
|
Proceeds from sale of property, plant and equipment |
20,000 |
- |
||||
|
Financial income (net) |
62,127 |
92,143 |
||||
|
Net cash used in investing activities |
(584,328) |
(365,130) |
||||
|
Financing activities |
||||||
|
Issue of equity capital |
- |
45 |
||||
|
Dividends paid |
- |
(111,237) |
||||
|
Loan advanced |
20,000 |
- |
||||
|
Hire purchase repayments |
(23,365) |
- |
||||
|
Net cash used in financing activities |
(3,365) |
(111,192) |
||||
|
Net change in cash and cash equivalents |
8 |
(587,693) |
(476,322) |
|||
|
Cash and cash equivalents and bank overdraft at the beginning of the year |
8 |
1,682,700 |
2,159,022 |
|||
|
Cash and cash equivalents and bank overdraft at the end of the year |
8 |
1,095,007 |
1,682,700 |
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% |
- |
15,393 |
||||
|
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.
Related Shares:
CTNA.L