TIDMPLEI
Pantheon Leisure plc / Epic: PLEI / Market: AIM / Sector: Leisure
22 June 2009
Pantheon Leisure plc (`Pantheon' or `the Company')
Final Results
Pantheon Leisure plc, the AIM quoted company formed to acquire businesses in
the leisure sector, announces its results for the year ended 31 December 2008.
Highlights
* Post-tax loss for the year - GBP170,904 (2007: loss GBP 210,642)
* Turnover on continuing operations- GBP1,076,857 (2007:GBP 900,055)
* Strong cash position at year end in excess of GBP580,000
* Sports tuition in schools turnover increased by 69%
* Small-sided football turnover reduced by 5%
Chairman's Statement
I am pleased to report the final results for the year ended 31 December 2008.
The group enjoyed considerable success in 2008 with increasing momentum and
development of its "Sport in Schools" initiative resulting in a 69% increase in
turnover. The small-sided football operation has consolidated but has not shown
any growth. In the light of the recessionary climate a 5% reduction in turnover
is regarded as a reasonable performance.
Financial results
Pantheon's continuing involvement in its core operating activities has resulted
in the company reporting a group post-tax loss of GBP170,904 for the year (2007
loss: GBP210,642) on turnover for the year of GBP1,076,857 (2007 turnover: GBP
900,055). The group's net cash position at 31 December 2008 was GBP586,813. The
board does not recommend the payment of a dividend.
I am pleased to report that in 2008, the subsidiary companies, more fully
discussed below, have virtually eliminated last year's loss of GBP90,000 and have
returned a small operating loss of GBP2,000.
The annual cost of running Pantheon as an AIM listed public company is in the
order of GBP200,000.Interest of GBP35,000 was received from monies on deposit.
Operations
The activities of the group throughout the year were conducted through its two
trading subsidiaries, Football Partners Limited and Sport in Schools Limited.
These covered two main categories: small-sided football and sports tuition in
schools.
Small-sided football
Turnover in 2008 was GBP552,204 (2007: GBP583,040), a reduction of 5%.
We continue to operate small-sided football leagues within the M25 area and
principally within the urban developments in London, which take in Docklands,
Canary Wharf, Paddington Basin, Battersea and Wandsworth. I am pleased to
report that our centres are currently operating more efficiently and bookings
at all venues are now virtually at full capacity.
Sports tuition in schools
Turnover in 2008 was GBP518,034 (2007: GBP306,915) an improvement of 69%.
Elms Sport in Schools (ESS) continues to expand throughout London and the Home
Counties, currently supplying specialised sports tuition to over 100 primary
schools encompassing over 8,000 young people each week.
The ESS Programme has been devised specifically to engage and sustain the
interest of youngsters across a broad social spectrum, whilst satisfying
central government criteria of delivering a minimum of 2 hours formal physical
activity per week in schools.
ESS essentially delivers professional sports tuition and invaluable support to
schools enabling them to cover the mandatory PPA (Planning, Preparation and
Assessment), obligatory for all schools with full-time staff, working within
the national curriculum. ESS also provides QCA assessments for all pupils.
To assist working parents, we also deliver "The Extended Day" as well as
"School Holiday Sports and Play Schemes". In addition to normal sporting
activities, sports provided include Invasion Games, Striking and Fielding and
Net/Wall Games.
Our contribution to tennis is outstanding and ESS has just been awarded the
LTA's most coveted award "The Club Mark" in recognition of its high standard of
excellence in tennis tuition, given to only 250 tennis organisations out of
2,600 throughout Great Britain.
We work closely with head teachers, partnership development managers and
schools sports co-ordinators in the majority of the London Boroughs thus
ensuring that we meet the high standards expected of providers. All coaches are
CRB checked and are all qualified in their respective sports. Our programme for
continuing professional development for our teaching staff is ongoing and
rigorous, ensuring that they are continually upgraded and well - informed.
Considerable investment in bespoke computer systems have ensured that our
infrastructure will be able to cope with anticipated growth whilst keeping
overheads to a minimum.
Re-branding the ESS product has raised our market profile to a new level and
has increased our credibility and recognition throughout the schools community.
Our programme is continually being re-assessed and expanded to meet the ever
growing demand of both schools and parents.
At present, the level of new enquiries for sports coaching and resulting new
contracts is extremely encouraging and we look forward to further growth for
the remainder of 2009 and 2010.
Prospects
Whilst we are concerned by the current economic climate, we are encouraged by
our own experience in our two main activities. Despite the recession,
small-sided football has remained stable and sports tuition in schools tuition
continues to grow steadily.
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 8 is being proposed as a
special resolution at the annual general meeting, to make certain amendments to
the company's existing articles of association to authorise the company to send
documents and information to shareholders by 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.
Finally, I would like to take this opportunity of thanking all those involved
in the group for their hard work and dedication throughout the year.
William Weston
Chairman
18 June 2009
* * ENDS * *
For further information please visit www.pantheonleisure.com or contact:
Geoffrey Simmonds Pantheon Leisure 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
Notes Year ended Year ended
31 December 2008 31 December 2007
GBP GBP
Continuing operations
Revenues 1,076,857 900,055
Cost of sales (714,824) (665,483)
Gross profit 362,033 234,572
Administrative expenses (563,235) (510,644)
Operating loss (201,202) (276,072)
Financial income 35,053 42,824
Loss before taxation (166,149) (233,248)
Taxation 3 (4,755) 16,181
Loss for the year from (170,904) (217,067)
continuing operations
Discontinued operations
Profit for the year from - 6,425
discontinued operations
Loss after taxation attributable (170,904) (210,642)
to equity holders of the parent
Continuing operations
Basic and diluted loss per share 4 (0.14)p (0.18)p
Discontinued operations 4 - 0.01p
Basic and diluted earnings per
share
Continuing and discontinued 4 (0.14)p (0.17)p
operations
Basic and diluted loss per share
The Group has no recognised income or expense other than that dealt with in the
income statement.
Consolidated Balance Sheet
As at 31 December 2008
Notes 31 December 31 December
2008 2007
GBP GBP
Non current assets
Property, plant and equipment 27,357 -
Deferred tax asset 5 11,426 16,181
38,783 16,181
Current assets
Trade and other receivables 72,749 107,409
Cash and cash equivalents 620,762 821,024
693,511 928,433
Total assets 732,294 944,614
Current liabilities
Trade and other payables (268,758) (259,323)
Bank overdraft (33,949) (104,800)
Borrowings (2,000) -
(304,707) (364,123)
Long term liabilities
Borrowings (18,000) -
Total liabilities (322,707) (364,123)
Net assets 409,587 580,491
Equity
Issued share capital 1,200,000 1,200,000
Share premium - 677,244
Merger reserve (400,000) (400,000)
Revenue reserves (390,413) (896,753)
Equity attributable to 6 409,587 580,491
shareholders' of the parent
company.
Consolidated Cash Flow Statement
For the year ended 31 December 2008
Notes Year ended Year ended
31 December 31 December
2008 2007
GBP GBP
Cash flow from operating activities
Loss before tax from continuing operations (201,202) (276,072)
Profit before tax from discontinued operations - 6,425
(201,202) (269,647)
Share based payment charges - 13,000
Depreciation 2,393 -
Operating cash flow before working capital (198,809) (256,647)
movements
Decrease/(increase) in receivables 34,660 (41,276)
Increase in payables 9,435 39,884
Operating cash flow (154,714) (258,039)
Investing activities
Financial income 35,053 42,824
Acquisition of property, plant and equipment (29,750) -
Cash from investing activities 5,303 42,824
Financing activities
Long term loan 20,000 -
Cash from financing activities 20,000 -
Net change in cash and cash equivalents (129,411) (215,215)
Cash and cash equivalents and bank overdraft at 716,224 931,439
the beginning of the year
Cash and cash equivalents and bank overdraft at 7 586,813 716,224
the end of the year
Notes
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
Revenue and loss before taxation comprised:
Year ended Year ended
31 December 2008 31 December 2007
Revenue Loss Revenue (Loss)/
profit
GBP GBP GBP GBP
Continuing operations (see 1,076,857 (166,149) 900,055 (233,248)
below)
Discontinued operations - - 148,960 6,425
Total 1,076,857 (166,149) 1,049,015 (226,823)
Year Ended 31 December
2008
Small-sided Sports Other Consolidated
football tuition in
schools
Results from continuing GBP GBP GBP GBP
operations
Revenue 552,204 518,034 6,619 1,076,857
Segment operating (loss) (40,032) 31,336 6,619 (2,077)
/ profit
Unallocated corporate (199,125)
expense
Operating loss (201,202)
Financial income 35,053
Loss before taxation (166,149)
Taxation (4,755)
Loss after taxation from (170,904)
continuing operations
Year ended 31 December
2007
Small-sided Sports Other Consolidated
football tuition in
schools
Results from continuing GBP GBP GBP GBP
operations
Revenue 583,040 306,915 10,100 900,055
Segment operating (loss)/ (45,974) (57,788) 6,682 (97,080)
profit
Unallocated corporate (178,992)
expense
Operating loss (276,072)
Financial income 42,824
Loss before taxation (233,248)
Taxation 16,181
Loss after taxation from (217,067)
continuing operations
Balance sheet at 31
December 2008
Small-sided Sports Consolidated
football tuition in
schools
GBP GBP GBP
Segment assets 58,877 17,614 76,491
Unallocated corporate 655,803
assets
Consolidated total assets 732,294
Segment liabilities 199,051 60,528 259,579
Unallocated corporate 63,128
liabilities
Consolidated total 322,707
liabilities
Capital additions 22,000 7,750
Depreciation charge 1,100 1,293
Balance sheet at 31
December 2007
Small-sided Sports Dis-continued Consolidated
football tuition in
schools
GBP GBP GBP GBP
Segment assets 65,136 12,446 - 77,582
Unallocated corporate 867,032
assets
Consolidated total 944,614
assets
Segment liabilities 148,163 54,577 20,000 222,740
Unallocated corporate 141,383
liabilities
Consolidated total 364,123
liabilities
Unallocated assets include group cash balances, group deferred tax assets and
other receivables attributable to the parent company. Unallocated liabilities
include group bank overdraft and trade and other payables attributable to the
parent company.
3. Taxation
There is no current tax charge as a result of the loss for the year.
Year ended Year ended
31 December 31 December
2008 2007
GBP GBP
Deferred tax expense
Origination and reversal of temporary 4,755 (16,181)
differences
Total deferred tax charge/(credit) 4,755 (16,181)
Tax charge/(credit) in income 4,755 (16,181)
statement
The group has tax losses of GBP851,943 which includes GBP551,341 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 has been
recognised. 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 Year ended Year ended
the year 31 December 31 December
2008 2007
GBP GBP
Loss on ordinary activities before (166,149) (226,823)
taxation
Loss on ordinary activities before (46,522) (68,047)
taxation at the standard rate of UK
corporation tax 28% (2007: 30%)
Effects of:
Expenses not deductible for tax 4,399 16,843
purposes
Deferred tax asset recognised of - 1,155
future rate of 28% not 30%
Unutilised tax losses not recognised 46,878 33,868
as a deferred tax asset
Tax charge/(credit) 4,755 (16,181)
4. Loss per Share
Basic loss per share on continuing operations has been calculated on the
group's loss attributable to equity holders of GBP170,904 (2007: GBP217,067) and on
the weighted average number of shares in issue during the year, which was
120,000,000 (2007:120,000,000).
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 over 61 million shares that could potentially dilute basic earnings
per share in future.
5. Deferred tax asset
The Group has tax losses, some of which are expected to be utilised against
future taxable income arising from the trading activities within the Group.
A rate of 28% is the applicable standard rate of UK corporation tax for these
purpos
6. Statement of Changes in
Equity
Issued Share Merger Revenue Total
share premium reserve reserves
capital
GBP GBP GBP GBP GBP
At 1 January 2007 1,200,000 677,244 (400,000) (699,111) 778,133
Net loss for the year - - - (210,642) (210,642)
the year
Adjustment for share - - - 13,000 13,000
based payments
At 1 January 2008 1,200,000 677,244 (400,000) (896,753) 580,491
Effect of capital - (677,244) - 677,244 -
cancellation
Net loss for the year - - - (170,904) (170,904)
At 31 December 2008 1,200,000 - (400,000) (390,413) 409,587
7. Analysis of movements to cash and cash equivalents and bank overdraft
At Cash Flow At
1 January 31 December
2008 2008
Cash and cash equivalents 821,024 (200,262) 620,762
Bank overdraft (104,800) 70,851 (33,949)
Net movement 716,224 (129,411) 586,813
8. Post Balance Sheet Events
Acquisition of shares and warrants in ADDleisure Plc
On 2 March 2009, the company acquired 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 from Reverse Take-Over
Investments Plc (a subsidiary of Westside Acquisitions Plc) for the aggregate
amount of GBP500,000.
This acquisition of ordinary shares represents approximately 10.75% of the
issued share capital of ADDleisure Plc, an AIM listed company, itself 28.9%
owned by BUPA.
The consideration payable under the acquisition agreement was satisfied by the
issue of GBP500,000 7.5% unsecured convertible loan notes to Reverse Take-Over
Investments Plc, a wholly owned subsidiary of Westside Acquisitions Plc.
The loan notes are convertible into ordinary shares of 0.5p each at 1p at any
time, in whole or in part, prior to their redemption and are redeemable at any
time, on or after the first anniversary of their issue. Those loan notes not
redeemed or converted will be repayable on 2 March 2014.
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
W1T 3JS or by visiting the Company website at www.pantheonleisure.co.uk.
END
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