Interim Results
WESTSIDE ACQUISITIONS PLC
CHAIRMAN'S STATEMENT AND CHIEF EXECUTIVE'S REVIEW FOR THE SIX MONTHS ENDED 30 JUNE 2006
We are pleased to make our interim report in respect of the half year ended 30 June 2006.
Operating Results
In respect of the half year to 30 June 2006, the Group incurred a loss on ordinary activities before taxation of £407,114 (30 June 2005 - £309,706).
An analysis of the Group loss, is as follows:
| Unaudited | ||
| 6 months to | 30 June | |
| 2006 | 2005 | |
| £ | £ | |
| Parent company | 137,994 | 127,965 |
| Pantheon Leisure (including The Elms) | 96,730 | - |
| The Elms | - | 15,269 |
| RTI | 150,359 | 139,627 |
| Amortisation of goodwill | 22,031 | 22,031 |
| Other losses | - | 4,814 |
| Loss on ordinary activities | £407,114 | £309,706 |
It is not the intention of the Board of Westside to pay an interim dividend.
Reverse Take-Over Investments Plc (RTI)
The market value at 30 June 2006 of the investment portfolio held by RTI was £3.15 million against book cost of £552,000.
The ordinary shares and warrants in all of the companies which comprise the RTI listed portfolio trade on the AIM market. Each of them has benefitted from positive developments announced in the first half of our trading year.
In March 2006, Cheerful Scout plc -- where RTI holds 20 million ordinary shares -- announced new contract wins from The Central Office of Information (COI), The Home Office and Directorate of Optometric Continuing Education & Training(DOCET). Cheerful also announced that it had secured a 2 year contract with leading law firm Allen & Overy to supply creative consultancy work.
In April 2006, Messaging International plc -- where RTI holds 20 million ordinary shares -- announced that its subsidiary Telemessage (TM) had expanded its relationship with Sprint / Nextel, a leading Tier 1 USA mobile network operator, through the launch of its proprietary 'Text to Landline' solution. The Telemessage (TM) software solution is being made available to over 50 million mobile phone subscribers on both the Sprint and Nextel networks.
In May 2006, ADDleisure plc -- where RTI holds 22.54 million ordinary shares --announced that its 50.2% subsidiary, Digital Plantation Ltd, had won a contract with Mspa International Ltd to install Ez-Book on-line management software in its spa properties. Mspa operates some 25 spa properties across Asia, the Middle East and Africa and the Ez-Book software will use English, Chinese and Asian characters as required.
ADDleisure also announced in June 2006 that its 75% owned subsidiary, Fitbug Ltd, had won a contract to supply memberships of fitbug.co.uk to PruHealth policyholders. PruHealth is a leading innovative private medical insurance group with more than 50,000 policyholders who will be offered fitbug memberships as their on-line personal health and well being coach.
In May 2006, York Pharma plc -- where we hold 2 million ordinary shares -- announced progress in the development of 2 of the products in its portfolio - Abasol (TM) and Sabarep (TM).
Abasol (TM) is a new chemical entity which uniquely has both fungicidal and fungistatic properties. This dual function differentiates Abasol (TM) from existing treatments which feature one property only. The topical antifungal market in which Abasol (TM) will compete is estimated to be worth $2.4 billion. Sabarep (TM) is a novel treatment for eczema and related diseases of the skin. A UK Government report has estimated that some 18 million people in Britain will at sometime in their lives suffer from eczema and related skin diseases or allergic skin conditions. Saberep (TM) will compete in a market estimated to be worth $2.5 billion.
We believe that our shareholders will appreciate the diversity of the RTI portfolio and the potential within it for further capital appreciation once market conditions improve for AIM companies.
Pantheon Leisure Plc
Pantheon acquired the entire share capital of The Elms Group Ltd in September 2005 from Westside, by way of a share for share exchange, and, as a result, we hold 75 million ordinary shares representing 62.5% of the Pantheon issued share capital. The results of Pantheon for the 6 months ended 30 June 2006 are accordingly consolidated in the Westside figures.
In the half year to 30 June 2006 Pantheon incurred a loss before taxation of £96,730.
The Elms continues to make a substantial investment in both time and money to develop and expand its involvement in children's leisure activities through its 'Sport in Schools' initiative.
We believe that the financial position of Pantheon, where cash balances are around £1 million, and the future contribution of The Elms will enable Pantheon to develop as a successful Company on AIM.
Financial Position
Our financial position remains exceptionally strong with the combined value of cash balances and the market value of our investment portfolio exceeding £5.88 million.
Conclusion and Future Prospects
Subject, of course, to market conditions we believe that the second half of the year should reflect some renewed progress in the valuation of our investment portfolio.
Richard L. Owen
Geoffrey Simmonds
27 September 2006
| WESTSIDE ACQUISITIONS PLC | |||
| CONSOLIDATED PROFIT AND LOSS ACCOUNT | |||
| FOR THE SIX MONTHS | ENDED 30 JUNE | 2006 | |
| Notes | Unaudited | Unaudited | Audited |
| 6 months to | 6 months to | 12 months to | |
| 30 June | 30 June | 31 December | |
| 2006 | 2005 | 2005 | |
| £ | £ | £ | |
| TURNOVER 4 | 343,236 | 276,535 | 803,848 |
| Cost of Sales | (304,690) | (208,654) | (690,696) |
| GROSS PROFIT | 38,546 | 67,881 | 113,153 |
| Administrative expenses | (507,542) | (415,487) | (883,454) |
| OPERATING LOSS | (468,996) | (347,606) | (770,301) |
| Profit on Sale of Fixed Asset Investments |
- | - | 156,799 |
| Profit on deemed partial disposal of subsidiaries |
- | - | 695,110 |
| (LOSS) PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND TAXATION |
(468,996) | (347,606) | 8,608 |
| Interest receivable | 62,443 | 37,900 | 69,686 |
| Interest payable | (561) | - | (153) |
| (LOSS) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION |
(407,114) | (309,706) | 151,141 |
| Tax on profit (loss) on ordinary activities |
- | - | - |
| (LOSS) PROFIT ON ORDINARY ACTIVITES AFTER TAXATION |
(407,114) | (309,706) | 151,141 |
| Minority Interest | 36,275 | - | 25,087 |
| (LOSS) PROFIT FOR THE FINANCIAL PERIOD |
(370,839) | (309,706) | 176,228 |
| BASIC (LOSS) EARNINGS PER SHARE 5 | (0.333p) | (0.309p) | 0.175p |
| DILUTED (LOSS) EARNINGS PER 5 SHARE |
(0.333p) | (0.309p) | 0.152p |
| WESTSIDE ACQUISITIONS PLC | |||
| CONSOLIDATED | BALANCE SHEET | ||
| FOR THE SIX MONTHS | ENDED 30 JUNE | 2006 | |
| Notes | Unaudited | Unaudited | Audited |
| 6 months to | 6 months to | 12 months to | |
| 30 June | 30 June | 31 December | |
| 2006 | 2005 | 2005 | |
FIXED ASSETS |
£ | £ | £ |
| Intangible assets | 320,786 | 364,848 | 342,817 |
| Tangible assets | 27,227 | 54,501 | 40,836 |
| Investments | - | 160,000 | - |
| 348,013 | 579,349 | 383,653 | |
CURRENT ASSETS |
|||
| Debtors | 254,405 | 150,972 | 132,842 |
| Investments | 552,000 | 502,000 | 552,000 |
| Cash at bank and in hand | 2,730,875 | 1,923,673 | 3,024,357 |
| 3,537,280 | 2,576,645 | 3,709,199 | |
CREDITORS amounts falling due within one year
| Deferred income | (184,739) | (264,579) | (138,939) |
| Other creditors | (215,538) | (179,627) | (61,783) |
| (400,277) | (444,206) | (200,722) | |
| _ | |||
| NET CURRENT ASSETS | 3,137,003 | 2,132,439 | 3,508,477 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
3,485,016 | 2,711,788 | 3,892,130 |
CAPITAL AND RESERVES |
|||
| Called up share capital | 1,112,368 | 1,002,055 | 1,112,368 |
| Share premium account | 292,106 | 99,058 | 292,106 |
| Capital Redemption Reserve | 182,512 | 182,512 | 182,512 |
| Merger Reserve | 325,584 | 325,584 | 325,584 |
| Profit & loss account | 1,217,674 | 1,102,579 | 1,588,513 |
| SHAREHOLDER'S' FUNDS - EQUITY | 3,130,244 | 2,711,788 | 3,501,083 |
| Minority Interest - Equity | 354,772 | - | 391,047 |
| TOTAL CAPITAL EMPLOYED | 3,485,016 | 2,711,788 | 3,892,130 |
The accounts were approved by the board on 27 September 2006 And signed on behalf of:
| Richard L. Owen Geoffrey Simmonds |
Directors |
| WESTSIDE ACQUISITIONS PLC | |||
| CONSOLIDATED CASH FLOW STATEMENT | |||
| FOR THE SIX MONTHS ENDED 30 JUNE | 2006 | ||
| Notes Unaudited | Unaudited | Audited | |
| 6 months to | 6 months to | 12 months to | |
| 30 June | 30 June | 31 December | |
| 2006 | 2005 | 2005 | |
| £ | £ | £ | |
| Net cash outflow activities |
from operating 2 (355,364) | (120,438) | (734,865) |
Returns on investments and
| servicing of finance | |||
| Interest received | 61,882 | 37,900 | 69,533 |
| 61,882 | 37,900 | 69,533 |
Capital expenditure and
| financial investment | ||
| Payments to acquire tangible fixed assets |
- | (75,000) - |
| Recewipt from sale of fixed asset investments |
- | - 316,799 |
| Net cash outflow from capital exependiture and financial investment activities |
- | (75,000) 316,799 |
| Cash outflow before use of liquid resources and financing |
(293,482) | (157,538) (348,533) |
Management of Liquid Resources
| Payments to acquire current asset investments |
- | - | (125,000) |
| Financing | |||
| Issue of ordinary share capital | - | 650 | 304,011 |
| Cash acquired on deemed partial | - | - | 1,127,244 |
| Net cash inflow from financing | - | 650 | 1,431,255 |
| Decrease in cash in the period 3 | (293,482) | (156,888) | 957,722) |
FINANCIAL INFORMATION
The interim results for the six months ended 30 June 2006 are unaudited and do not constitute accounts within the meaning of section 240 of the Companies Act 1985. The interim results have been drawn up using accounting policies and presentation consistent with those applied in the audited accounts for the year ended 31 December 2005. The comparative information contained in this report for the periods ended 30 June 2005 and 31 December 2005 does not constitute the statutory accounts for that financial period. The accounts to 31 December 2005 have been reported on by the Company's Auditors, BDO Stoy Hayward LLP, and delivered to the Registrar of Companies. The report of the Auditors was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
Where necessary, the accounts to 30 June 2005 have been restated to reflect the accounting policies and presentation adopted in the accounts to 31 December 2005.
RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
| Unaudited | Unaudited | Audited | |
| 6 months to | 6 months to | 12 months to | |
| 30 June | 30 June | 31 December | |
| 2006 | 2005 | 2005 | |
| £ | £ | £ | |
| Operating loss | (468,996) | (347,606) | (770,301) |
| Costs relating to deemed partial disposal of subsidiary |
- | - | (16,000) |
| Depreciation of tangible fixed assets |
13,609 | 16,247 | 29,912 |
| Amortisation of goodwill | 22,031 | 22,031 | 44,062 |
| Increase in debtors | (121,563) | (76,606) | (58,476) |
| Increase in creditors | 199,555 | 265,496 | 35,938 |
| Net cash outflow from operating activities |
(355,364) | (120,438) | (734,865) |
ANALYSIS OF NET FUNDS
| At | 31 December | Cash Flow | At 30 June |
| 2005 | 2006 | ||
| £ | £ | £ | |
| Cash | 3,024,357 | (293,482) | 2,730,875 |
| Other Liquid resources | 552,000 | - | 552,000 |
| 3,576,357 | (293,482) | 3,282,875 | |
TURNOVER
| Unaudited | Unaudited | Audited | |
| 6 months to | 6 months to | 12 months to | |
| 30 June | 30 June | 31 December | |
| 2006 | 2005 | 2005 | |
| £ | £ | £ | |
| Small sided football leagues | 343,236 | 276,535 | 803,848 |
| Investment | - | - | - |
| 343,236 | 276,535 | 803,848 | |
BASIC AND DILUTED LOSS PER SHARE
The basic and diluted loss per share at 30 June 2006 have been calculated on the Group's loss on ordinary activities after taxation attributable to shareholders of £370,839 and on the weighted average number of shares in issue during the financial period, which was 111,236,800.
The basic and diluted loss per share at 30 June 2005 have been calculated on the Group's loss on ordinary activities after taxation attributable to shareholders of £309,706 and on the weighted average number of shares in issue during the financial period, which was 100,191,082.
he basic earnings per share at 31 December 2005 has been calculated on the Group's profit on ordinary activities after taxation attributable to shareholders of £176,228 and on the weighted average number of shares in issue during the financial period, which was 100,552,588.
The diluted earnings per share at 31 December 2005 has been calculated on the basis that the outstanding options had been converted on 1 January 2005. This assumption increases the Group's weighted average number of shares to 115,762,588.