RNS Number:3500Q
Westside Acquisitions PLC
30 September 2003
WESTSIDE ACQUISITIONS PLC
("Westside" or "the Company" or "the Group")
Interim results for the six months ended 30 June 2003
CHAIRMAN'S STATEMENT AND CHIEF EXECUTIVE'S REVIEW
We are pleased to make our interim report in respect of the half year ended 30
June 2003.
Operating Results
In respect of the half year to 30 June 2003, the Group incurred a loss on
ordinary activities before taxation of #266,111
An analysis of the Group loss, is as follows:
2003 2002
# #
Parent company 163,725 58,462
The Elms 74,456 120,742
RTI 27,522 -
Amortisation of goodwill 3,105 13,938
Other losses (profits) (2,697) 8,273
------------- -------------
Loss on Ordinary Activities 266,111 201,415
------------- -------------
It is not the intention to pay a dividend.
Review of Operations
On 18 March 2003 Westside issued a number of documents setting out various
proposals relating to:
i. recommended Offers to acquire the entire share capital and warrants of
Reverse Take-Over Investments Plc;
ii. the cancellation of the Company's Share Premium Account;
iii. the Share Tender Offer to purchase Westside shares at 3p; and
iv. the Warrant Tender Offer to purchase Westside warrants at 0.5p.
The costs incurred in the preparation, despatch and administration of these
matters have resulted in an increase in parent company expenses only part of
which have been dealt with as extraordinary items or items written off against
the Company's share premium account.
The Company's trading activities are now divided between four subsidiary
companies - Westside Sports, Westside Tech, Westside Investments and Reverse
Take-Over Investments Plc.
Westside Sports Limited
In the half year to 30 June 2003 Football Partners Limited, trading as The Elms,
incurred a loss before taxation of some #74,456. We are confident that there
will be an improvement in the second half of the year resulting from an
increased contribution from corporate events and other seasonal activities.
Reverse Take-Over Investments Plc (RTI)
At the year end, Westside Investments held 50m ordinary shares and 12.5m
warrants in RTI. On 18 March 2003, Westside made a recommended public offer to
acquire the entire issued share capital and warrants of RTI. The Offers were
declared unconditional on 30 April 2003 and, consequent to the exercise of
compulsory acquisition powers, the Company now holds 100% of the share capital
of RTI and all of the warrants issued by RTI.
Financial Reconstruction, Share Tender and Buy Back
On 18 March 2003 the Company made a Share Tender Offer to purchase up to
32,467,723 Westside shares at a price of 3p per share from all shareholders on a
pari passu basis. A total of 13,085,898 shares were tendered as a result of this
offer and acquired at a cost of #392,577. In addition, under our existing
authority granted under Section 166 of the Companies Act 1985 (as amended), the
Company has purchased for cancellation a total number of 4,105,287 shares at a
cost of #125,767.
The final stage of our financial reconstruction involved a Court application for
the cancellation of the Company's Share Premium Account in the amount of
#4,443,200, and for that amount to be treated as revenue reserves. The approval
of the High Court of Justice, Chancery Division was obtained in May 2003 and as
a consequence the revenue deficit has now been cleared and at 30 June 2003 the
profit and loss account stands at #2,076,709.
Financial Position
We remain confident that over a three year term our investments, which we carry
at book values of some #310,000, will establish significant added value.
Conclusion and Future Prospects
Market conditions are, we believe, improving and are certainly better than the
conditions which ruled over much of the last three years. We believe that the
newly consolidated Group incorporating Reverse Take-Over Investments will
facilitate a number of positive developments going forward.
Richard L. Owen
Geoffrey Simmonds
30 September 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE SIX MONTHS ENDED 30 JUNE 2003
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 June 30 June 31 December
2003 2002 2002
# # #
TURNOVER 317,427 256,632 714,177
Cost of Sales (284,680) (225,581) (675,733)
---------- --------- ----------
GROSS PROFIT 32,747 31,051 38,444
Administrative expenses - (348,456) (292,482) (574,755)
other
Amounts written off - - (363,606)
intangible
Amounts written off - - (237,773)
investments ---------- --------- ----------
(348,456) (292,482) (1,176,134)
---------- --------- ----------
OPERATING LOSS
Continuing operations (315,709) (261,431) (1,137,690)
Investment income - - 22,230
Interest receivable 49,598 60,016 111,999
---------- --------- ----------
49,598 60,016 134,229
---------- --------- ----------
LOSS ON ORDINARY (266,111) (201,415) (1,003,461)
ACTIVITIES BEFORE
TAXATION
Taxation - - -
---------- --------- ----------
LOSS ON ORDINARY (266,111) (201,415) (1,003,461)
ACTIVITIES AFTER
TAXATION
EXTRAORDINARY ITEMS
Release of Share Premium 4,443,200 - -
Account
Value of premium on shares (355,078) - -
redeemed
Creation of Capital (169,184) - -
Redemption Reserve
Share transaction costs (72,970) - -
---------- --------- ----------
PROFIT (LOSS) FOR THE 3,579,857 (201,415) (1,003,461)
FINANCIAL PERIOD ---------- --------- ----------
BASIC LOSS PER SHARE ON (0.320)p (0.275)p (1.284)p
ORDINARY ACTIVITIES
BASIC PROFIT (LOSS) PER 4.305p (0.275)p (1.284)p
SHARE
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2003
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 June 30 June 31 December
2003 2002 2002
# # #
FIXED ASSETS
Intangible assets 339,723 501,748 124,204
Tangible assets 20,811 55,430 38,467
Investments 160,000 857,362 660,000
---------- --------- ----------
520,534 1,414,540 822,671
---------- --------- ----------
CURRENT ASSETS
Stock - 2,166 -
Debtors 133,188 83,433 38,319
Investments 150,000 - -
Deposits and Cash at bank 3,040,434 3,418,905 3,037,847
and in hand ---------- --------- ----------
3,323,622 3,504,504 3,076,166
---------- --------- ----------
CREDITORS: amounts falling
due within one year
Deferred income (280,314) (185,171) (41,664)
Other creditors (177,843) (179,396) (104,742)
---------- --------- ----------
(458,157) (364,567) (146,406)
---------- --------- ----------
NET CURRENT ASSETS 2,865,465 3,139,937 2,929,760
---------- --------- ----------
TOTAL ASSETS LESS CURRENT 3,385,999 4,554,477 3,752,431
LIABILITIES ---------- --------- ----------
CAPITAL AND RESERVES
Called up share capital 945,056 812,379 812,379
Share premium account 195,050 4,443,200 4,443,200
Capital Redemption 169,184 - -
Reserve
Profit and loss account 2,076,709 (701,102) (1,503,148)
---------- --------- ----------
SHAREHOLDERS' FUNDS 3,385,999 4,554,477 3,752,431
---------- --------- ----------
CONSOLIDATED CASHFLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2003
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 June 30 June 31 December
2003 2002 2002
# # #
Net cash (outflow) from (77,429) (42,754) (435,384)
operating activities
Returns on investments and
servicing of finance
Interest received 49,598 60,016 111,999
Interest paid - - -
---------- --------- ----------
49,598 60,016 111,999
Taxation - - -
Capital expenditure and
financial investment
Sale of trade investment - 22,230 22,230
Payments to acquire (637) (4,000) (4,000)
tangible fixed assets
Payments to acquire - (357,362) (397,773)
investments
---------- --------- ----------
Net cash outflow from (637) (339,132) (379,543)
capital expenditure and ---------- --------- ----------
financial investment
activities
Acquisitions and
disposals
Buy back of own shares and
warrants
Par value (171,912) - -
Premium value (355,078) - -
Transaction costs (72,970) - -
Cash payment to acquired (225,339) - -
with subsidiary shares and
warrants
Net assets acquired with 856,354 - -
subsidiary ---------- --------- ----------
Net cash outflow from 31,055 - -
acquisitions ---------- --------- ----------
Cash outflow before use of 2,587 (321,870) (702,928)
liquid resources and
financing
Management of liquid
resources
Cash returned from - 1,000,000 1,000,000
deposit ---------- --------- ----------
Financing
Issue of ordinary share - 200,000 200,000
capital
Expenses of issue of - - -
shares ---------- --------- ----------
Net cash inflow from - 200,000 200,000
financing ---------- --------- ----------
Increase in cash in the 2,587 878,130 497,072
period ---------- --------- ----------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2003
1. FINANCIAL INFORMATION
The interim results for the six months ended 30 June 2003 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 2002. The comparative information
contained in this report for the periods ended 30 June 2002 and 31 December
2002 do not constitute the statutory accounts for that financial period. The
accounts to 31 December 2002 have been reported on by the Company's
Auditors, Horwath Clark Whitehill, 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 2002 have been restated to reflect
the accounting policies and presentation adopted in the accounts to 31
December 2002.
2. 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
2003 2002 2002
# # #
Operating loss (315,709) (261,431) (1,137,690)
Depreciation of 18,293 16,962 33,925
tangible fixed
assets
Amortisation of 3,105 13,938 27,876
goodwill
Amounts written off - (22,230) 237,773
investments
Amounts written off - - 363,606
intangible assets
(Increase)/decrease in (94,869) (22,736) 22,378
debtors
Decrease/(Increase) in - 2,400 4,566
stocks
Increase/(decrease) in 311,751 230,343 12,182
creditors ---------- --------- ----------
Net cash (outflow) (77,429) (42,754) (435,384)
from operating ---------- --------- ----------
activities
3. ANALYSIS OF NET FUNDS
At
31 December At
2002 Cashflow 30 June 2003
# # #
Cash 3,037,847 2,587 3,040,434
Current asset investments - - -
---------- --------- ----------
3,037,847 2,587 3,040,434
---------- --------- ----------
4. INVESTMENTS
#
Cost or valuation
As at 1 January 2003 660,000
RTI investment reclassified (500,000)
----------
As at 30 June 2003 160,000
----------
5. PROFIT (LOSS) PER SHARE
Basic loss per share has been calculated on the group's loss on ordinary
activities after taxation attributable to shareholders of #266,111 and on
the weighted average number of shares in issue during the financial period,
which was 83,156,801.
Basic profit (loss) per share has been calculated on the group's profit
after taxation and extraordinary items attributable to shareholders of
#3,579,857 and on the weighted average number of shares in issue during the
financial period, which was 83,156,801.
This information is provided by RNS
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