Final Results

RNS Number : 1127N

Westside Acquisitions PLC

04 June 2010

 

Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment

4 June 2010

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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