28th Sep 2011 12:00
Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
28 September 2011
Westside Acquisitions plc ('Westside')
Interim Report
Westside Acquisitions plc, the AIM listed investment vehicle, announces its results for the six months ended 30 June 2011.
Chairman's Statement and Chief Executive's Review
The component parts of Westside are beginning to provide grounds for optimism although general economic conditions remain challenging.
Financial Results
For the six months ended 30 June 2011, we are reporting total comprehensive income attributable to the owners of the company of £34,654 (2010: Loss £438,580).
As is customary we are not recommending the payment of a dividend.
Pantheon Leisure Plc ('Pantheon') for the 6 months ended 30 June 2011 made an operating profit of £66,814 (2010: £8,156).
We are pleased to report progress in the trading performance of The Elms Group which is a wholly owned subsidiary of Pantheon Leisure Plc and in the underlying investment portfolio of Reverse Take-Over Investments Plc ('RTI').
Pantheon Leisure
Westside holds 85.87% of the issued share capital of Pantheon which in turn wholly owns the operating businesses of the Elms Group, Pantheon's sports and leisure division.
The Elms Group comprises two trading companies, The Elms Sport in Schools ('ESS') and The Elms Small Sided Football ('ESSF').
ESS has generated growth of 14.6% in turnover for the half year and contributed a divisional profit of some £96,000 representing an increase of 15.8% as compared with the same period last year.
As previously announced, James Vaughan (aged 32) has been appointed joint managing director of ESS; Jason O'Connor (aged 25) has been appointed director of coaching and Angela Wilcox (aged 35) has been appointed director of administration. Their contribution will be highly significant as we increase the number of participants in our Sport in Schools programmes.
Although the turnover of the 5-a-side football activities decreased by some 10% in the half year the margins at ESSF have improved and a profit of some £9,600 was returned.
Pantheon holds 6,254,000 ordinary shares in Fitbug Holdings plc ('Fitbug') which represents a 4.8% interest in the enlarged share capital of that company.
In July 2011, Fitbug raised £770,000 by placing 19,250,000 new ordinary shares at a price of 4p per share.
At the time of the placing, Fergus Key,executive Chairman of Fitbug and former managing director of BUPA, announced that "Fitbug is now entering a very interesting period in its development" Mr Kee holds 16.25% of the enlarged share capital of Fitbug.
RTI
Cheerful Scout plc ('Cheerful') is a multimedia specialist company and in August 2011 the Company announced that Mike Hale was to be appointed non executive chairman on 6 September 2011. Mike Hale has an interest in 1,650,000 shares in Cheerful at a price of 10p per share representing an interest of 21.05% held through Gailforce Marketing and PR PTY Limited, a company in which Mr Hale owns shares and is a director.
As part of this transaction RTI sold 500,000 shares - to realise £50,000 before expenses. RTI retains 300,000 shares in Cheerful which represents 3.8% of the issued share capital.
Messaging International Plc ('Messaging') is a provider of innovative mobile messaging services. Messaging reported strong revenue growth of 27.6% for its year to 31st December 2010 with turnover of £2.9 million and a maiden profit of £357,000.
In his June 2011 statement, Horatio Furman, the Chairman of Messaging, said "the future was viewed with confidence and the Company will be able to deliver value to its shareholders as a result of its flow of new products, healthy new business pipeline and excellent relationships with major telecom operators".
Outlook
We are looking forward to continued progress at Pantheon and in particular its sports tuition activities which continue to expand. The potential at Fitbug, Messaging and Cheerful has improved either from changes in management, better trading and/or new financing undertaken in 2011. As a consequence, we endorse the recent views expressed by the management of those companies.
We look forward to updating shareholders on progress.
Richard Owen
Executive Chairman
Geoffrey Simmonds
Chief Executive Officer
27 September 2011
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 |
Catherine Leftley | Seymour Pierce Limited | Tel: 020 7107 8000 |
Elisabeth Cowell | St Brides Media & Finance Ltd | Tel: 020 7236 1177 |
Consolidated statement of comprehensive income
for the six months ended 30 June 2011
| Unaudited 6 months ended 30 June 2011 | Unaudited 6 months ended 30 June 2010 | Audited Year ended 31 December 2010 | |||
(Re-stated) | ||||||
£ | £ | £ | ||||
Revenues | 757,083 | 843,214 | 1,535,127 | |||
Cost of sales | (382,102) | (487,132) | (938,115) | |||
Gross profit | 374,981 | 356,082 | 597,012 | |||
Administrative expenses | (468,319) | (479,760) | (922,423) | |||
Provision for impairment in value of available-for-sale investments | - | - | (265,005) | |||
(468,319) | (479,760) | (1,187,428) | ||||
Operating loss | (93,338) | (123,678) | (590,416) | |||
Finance costs | (20,704) | (22,277) | (46,248) | |||
Loss before taxation | (114,042) | (145,955) | (636,664) | |||
Taxation | (9,771) | (23,912) | (15,401) | |||
Loss after taxation | (123,813) | (169,867) | (652,065) |
Attributable to: | ||||||
Owners of the company | (129,733) | (165,808) | (527,715) | |||
Non- controlling interests | 5,920 | (4,059) | (124,350) | |||
(123,813) | (169,867) | (652,065) |
Other comprehensive income/(loss) | ||||||
Net gain/(loss) arising on revaluation of available-for-sale investments | 185,810 | (265,153) |
( 55,005) | |||
Tax relating to components of other comprehensive income | 9,771 | 23,912 | 15,401 | |||
Transfer of gains previously recognised through equity on available-for-sale investments to profit and loss | - | (40,000) | - | |||
195,581 | (281,241) | (39,604) | ||||
Attributable to: | ||||||
Owners of the company | 164,387 | (281,241) | (29,545) | |||
Non- controlling interests | 31,194 | - | (10,059) | |||
195,581 | (281,241) | (39,604) | ||||
Total comprehensive income /(loss) attributable to: | ||||||
Owners of the company | 34,654 | (447,049) | (557,260) | |||
Non-controlling interests | 37,114 | (4,059) | (134,409) | |||
Total comprehensive income/(loss) | 71,768 | (451,108) | (691,669) | |||
loss per share (basic) | ||||||
Loss per share | (0.12)p | (0.15)p | (0.47)p | |||
Total comprehensive income/(loss) |
| 0.03p | (0.40)p | (0.50)p | ||
loss per share (diluted) | ||||||
Loss per share | (0.12)p | (0.15)p | (0.47)p | |||
Total comprehensive income/(loss) |
| 0.02p | (0.40)p | (0.50)p | ||
Statement of financial position
as at 30 June 2011
Unaudited as at 30 June | Unaudited as at 30 June | Audited As at 31 December | |
2011 | 2010 | 2010 | |
Re-stated | |||
£ | £ | £ | |
| |||
Non current assets | |||
Goodwill | 59,954 | 59,954 | 59,954 |
Plant and equipment | 106,061 | 84,605 | 109,719 |
Available-for-sale investments | 312,700 | 114,000 | 91,995 |
Total non-current assets | 478,715 | 258,559 | 261,668 |
Current assets | |||
Available-for-sale investments | 221,000 | 218,750 | 255,895 |
Trade and other receivables | 175,825 | 194,427 | 135,582 |
Cash and cash equivalents | 302,949 | 765,206 | 411,402 |
Total current assets | 699,774 | 1,178,383 | 802,879 |
Total assets | 1,178,489 | 1,436,942 | 1,064,547 |
Current liabilities | |||
Trade and other payables | 335,755 | 306,582 | 283,852 |
Borrowings | 26,000 | 21,152 | 25,993 |
Total current liabilities | 361,755 | 327,734 | 309,845 |
Non current liabilities | |||
Borrowings | 548,983 | 543,281 | 561,987 |
Total non-current liabilities | 548,983 | 543,281 | 561,987 |
Total liabilities | 910,738 | 871,015 | 871,832 |
Net assets | 267,751 | 565,927 | 192,715 |
Equity | |||
Share capital | 1,114,884 | 1,114,884 | 1,114,884 |
Share premium account | 307,179 | 307,179 | 307,179 |
Capital redemption reserve | 182,512 | 182,512 | 182,512 |
Merger reserve | 325,584 | 325,584 | 325,584 |
Fair value reserve | 266,193 | (148,300) | 101,804 |
Retained earnings | (1,899,623) | (1,228,510) | (1,773,156) |
Equity attributable to owners of the company | 296,729 | 553,349 | 258,807 |
Non-controlling interest | (28,978) | 12,578 | (66,092) |
Total Equity | 267,751 | 565,927 | 192,715 |
Consolidated statement of cash flows
for the six months ended 30 June 2011
Six months ended 30 June 2011 | Six months ended 30 June 2010 | Year ended 31 December 2010 | |
£ | £ | £ | |
Cash flow from operating activities | |||
Operating loss on continuing operations | (93,338) | (123,678) | (590,416) |
Adjustments for: | |||
Provision for impairment in value of available-for-sale investments | - | - | 265,005 |
Profit on sale of available-for-sale investments | - | (25,002) | (25,002) |
Depreciation | 20,289 | 19,119 | 31,356 |
Share based payments charges | 7,643 | 4,375 | 21,874 |
Operating cash flow before working capital movements | (65,406) | (125,186) | (297,183) |
Increase in receivables | (44,618) | (56,770) | (15,422) |
Increase/(decrease) in payables | 51,903 | 15,379 | (7,351) |
Net cash absorbed by operations | (58,121) | (166,577) | (319,956) |
Finance costs | (20,704) | (22,277) | (46,248) |
Net cash absorbed by operating activities | (78,825) | (188,854) | (366,204) |
Investing activities | |||
Property, plant and equipment acquired | (16,631) | (9,533) | (13,903) |
Proceeds from sale of property, plant and equipment | - | - | 39,000 |
Proceeds on disposal of available-for-sale investments | - | 125,000 | 125,000 |
Acquisition of available-for-sale investments | - | - | (30,000) |
Net cash (used in)/from investing activities | (16,631) | 115,467 | 120,097 |
Financing activities | |||
Loan repaid | (1,000) | (1,000) | (2,000) |
Purchase of interest in subsidiary | - | - | (132,651) |
Hire purchase repayments | (11,997) | (9,576) | (57,009) |
Net cash used in financing activities | (12,997) | (10,576) | (191,660) |
Net decrease in cash and cash equivalents | (108,453) | (83,963) | (437,767) |
Cash and cash equivalents and bank overdraft at the beginning of the period/year | 411,402 | 849,169 |
849,169 |
Cash and cash equivalents and bank overdraft at the end of the period/year | 302,949 | 765,206 | 411,402 |
1. General information
Westside Acquisitions Plc (the "company") is a company domiciled in England and its registered office address is 58-60 Berners Street, London W1T 3JS. The condensed consolidated interim financial statements of the company for the six months ended 30 June 2011 comprise the company and its subsidiaries (together referred to as "the group").
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 December 2010 has been extracted from the statutory accounts. The auditors' report on those statutory accounts was unqualified and did not contain a statement under Section 434 of the Companies Act 2006. A copy of those accounts has been filed with the Registrar of Companies.
The change in value relating to an investment owned by Pantheon, a sub group in which Westside owns 85.87%, was allocated between non-controlling interest and the owners of the company in the group's annual report for the year ended 31 December 2010 based on its UK GAAP carrying value. The loss attributable to owners of the company and non-controlling interest, and equity attributable to the owners of the company and non controlling interests has been re-stated in these condensed consolidated interim financial statements to allocate the change in value based on IFRS carrying values. This re-statement has increased the deficit on non-controlling interest at 31 December 2010 by £61,417.
The group has presented its results in accordance with the measurement principles set out in International Financial Reporting Standards as adopted by the EU using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 December 2010. As permitted, the interim report has been prepared in accordance with the AIM rules for companies and is not compliant in all respects with IAS34 'Interim Financial Statements.'
The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and therefore cannot be construed to be in full compliance with IFRS.
The condensed consolidated interim financial statements were approved by the board and authorised for issue on 27 September 2011
2. Business segment analysis
Six months ended 30 June 2011 |
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| Investment |
| Sports and leisure |
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| Consolidated |
Results from operations | £ |
| £ |
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| £ |
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Revenue | - |
| 757,083 |
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| 757,083 |
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Segment operating profit | - |
| 66,814 |
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| 66,814 |
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Unallocated corporate expense |
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| (160,152) |
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Operating loss |
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| (93,338) |
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Finance costs |
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| (20,704) |
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Loss before taxation |
|
|
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| (114,042) |
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Taxation |
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|
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| (9,771) |
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Loss after taxation from continuing activities |
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| (123,813) |
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Six months ended 30 June 2010 |
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| Investment |
| Sports and leisure |
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| Consolidated |
Results from operations | £ |
| £ |
|
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| £ |
|
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Revenue | 125,000 |
| 718,214 |
|
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| 843,214 |
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Segment operating profit | 25,002 |
| 8,156 |
|
|
| 33,158 |
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Unallocated corporate expense |
|
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| (156,836) |
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Operating loss |
|
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| (123,678) |
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Finance costs |
|
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| (22,277) |
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Loss before taxation |
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| (145,955) |
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Taxation |
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| (23,912) |
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Loss after taxation from continuing activities |
|
|
|
|
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| (169,867) |
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Year Ended 31 December 2010 |
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| Investment |
| Sports and leisure |
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| Consolidated |
Results from operations | £ |
| £ |
|
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| £ |
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|
Revenue | 125,000 |
| 1,410,127 |
|
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| 1,535,127 |
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|
Segment operating loss | (240,776) |
| 115,538 |
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| (125,238) |
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Unallocated corporate expense |
|
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|
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| (465,178) |
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Operating loss |
|
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|
|
| (590,416) |
|
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Finance costs |
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| (46,248) |
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Loss before taxation |
|
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| (636,664) |
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Taxation |
|
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| (15,401) |
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Loss after taxation from continuing activities |
|
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| (652,065) |
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3. Taxation
The tax charge in the accounts represents adjustments for deferred tax arising from origination and reversal of timing differences.
4. Basic and diluted loss per share
The basic and diluted loss per ordinary share for the six month period ended on 30 June 2011 has been calculated on the group's loss attributable to owners of the company of £129,733 and on the weighted average number of shares in issue during the period of 111,487,845.
The basic total comprehensive income per ordinary share for the six month period ended on 30 June 2011 has been calculated on the group's total comprehensive income attributable to owners of the company of £34,654 and on the weighted average number of shares in issue during the period of 111,487,845.
The diluted total comprehensive income per share for the six month period ended 30 June 2011 has been calculated on the group's total comprehensive income attributable to owners of the company of £34,654 and 168,487,845 representing the number of shares in issue together with warrants and options that could give rise to the issue of ordinary shares in the future.
The basic loss per ordinary share for the six month period ended on 30 June 2010 has been calculated on the group's loss attributable to owners of the company of £165,808 and on the weighted average number of shares in issue during the period of 111,487,845.
The basic total comprehensive loss per ordinary share for the six month period ended on 30 June 2010 has been calculated on the group's total comprehensive loss attributable to owners of the company of £447,049 and on the weighted average number of shares in issue during the period of 111,487,845.
The basic loss per ordinary share for the year ended on 31 December 2010 has been calculated on the group's loss attributable to owners of the company of £527,715 and on the weighted average number of shares in issue during the period of 111,487,845.
The basic total comprehensive loss per ordinary share for the year ended on 31 December 2010 has been calculated on the group's total comprehensive loss attributable to owners of the company of £557,260 and on the weighted average number of shares in issue during the period of 111,487,845.
For the six month period ended 30 June 2011 (loss per share only) and 2010 and for the year ended 31 December 2010, share options and warrants to subscribe for shares in the company are anti-dilutive and therefore diluted earnings per share information is the same as the basic loss per share.
5. Statements of changes in equity
Six months ended 30 June 2011 | Six months ended 30 June 2010 | Year ended 31 December 2010 | |||||
£ | £ | £ | |||||
Total equity at the beginning of period/year |
192,715 |
1,017,035 |
1,017,035 | ||||
Revaluation gains/(losses) on available-for-sale investments | 185,810 | (265,153) | (15,005) | ||||
Transfer of gains previously recognised through equity on available-for-sale investments | - | (40,000) | (40,000) | ||||
taxation on items taken directly to equity | 9,771 | 23,912 | 15,401 | ||||
Share based payments | 3,268 | - | - | ||||
Loss for the period/year | (123,813) | (169,867) | (652,065) | ||||
Sale of interest in subsidiary to minority | - | - | (132,651) | ||||
At end of period/year | 267,751 | 565,927 | 192,715 |
** ENDS **
Related Shares:
CTNA.L