Warthog PLC

Interim Results

Warthog PLC
29 December 2004


                                   WARTHOG PLC

                                INTERIM RESULTS                                 

Warthog plc, formerly the Interactive Entertainment Software Group, today
announces its interim results for the 6 months ended 30th September 2004.

Chairman's Statement

On the 3rd November 2004 I announced that Warthog plc had completed the sale of
all the company's subsidiaries to Tiger Telematics Inc ('TGTL').  Effectively
therefore the attached financial results for the 6 months to 30th September 2004
are of historical value only and I don't propose to comment on them except to
say that they underline the difficulties facing Warthog plc during that time
which led to the TGTL transaction.  As a result of that transaction Warthog plc
now owns 497,866 shares in TGTL which, at the market price on completion of
$14.06 per share, valued that investment at $7 million.  These shares are
currently held in escrow and in accordance with US securities laws are
restricted stock that can only be traded on or after the first anniversary of
completion of the transaction.  During this period TGTL is effectively allowed
to offset any claim it may have arising under the warranties, tax indemnities
and final net asset values as set out in the completion accounts.  At today's
date it is too early to say whether or not TGTL will have any claims against the
restricted stock.

As you are aware all the executive directors and staff of Warthog plc, together
with all other assets, were transferred to TGTL as part of the transaction
leaving only myself and David Robinson as non executive directors.  We are in
the process of finalising the plc's affairs following which we estimate that the
plc will have in excess of £150,000 of cash plus the TGTL stock but with no
actual or contingent liabilities.

As of today's date the mid price of the TGTL stock was approximately $24 which
places a value on it of $11.95 million (or £6.29 million assuming an exchange
rate of $1.90 to the £1.00).  The value of Warthog plc is therefore directly
linked to that of TGTL but as we are not able to trade TGTL stock it is not
possible to predict what its value will be when we are in a position to deal in
that stock.  However, we are encouraged by the TGTL stock performance to date. 
The best way to track progress of TGTL is on their website
www.tigertelematics.com and as to their stock price at www.pinksheets.com
quoting their stock symbol TGTL.

The directors are giving consideration as to what opportunities there may be to
exploit the status of Warthog plc as an AIM listed vehicle.

Ian Templeton
Chairman

 

29th December 2004



 
Warthog PLC                                                                                 
-------------                                                                               
                                                                                            
Consolidated Profit and Loss Account                                                        
                                                                                            
                               ------------   ----------                                    
Period to 30th September 2004  Discontinued   Continuing                     
                                 Operations   Operations                                      
                                 Six Months   Six Months      Six Months     Six Months      
                     Notes          ended          ended           ended          ended    Year ended
                                 30/09/04       30/09/04        30/09/04       30/09/03      31/03/04            
                                        £              £               £               £            £  
                                                                                            
Turnover                        1,762,001              0       1,762,001       4,955,746     5,674,899  
Cost of Sales                   2,427,146              0       2,427,146       4,216,899     8,674,367  
Exceptional                                                                                 
Costs                    3        615,072        442,000       1,057,072       2,181,657     4,424,991  
                                                                                            
                               -------------------------------------------------------------------------
Gross Loss                     (1,280,217)      (442,000)     (1,722,217)     (1,442,810)   (7,424,459)
                                                                                            
                                                                                            
Other                                                                                       
operating                                                                                   
expenses (net)                    460,500      387,710           848,210        1,098,485    1,627,981  
                                                                                            
                               -------------------------------------------------------------------------
Loss on                                                                                     
ordinary                                                                                    
activities                                                                                  
before                                                                                      
interest                       (1,740,717)    (829,710)        (2,570,427)     (2,541,295)  (9,052,440)
                                                                                            
                                                                                            
                                                               
                                                                                            
Investment                                                                                  
income                                                                  0          1,101         2,161  
                                                              ------------------------------------------
                                                               (2,570,427)    (2,540,194)   (9,050,279)
                                                                                            
                                                                                            
Interest                                                                                    
payable                                                            47,069         83,870       192,394  
                                                              ------------------------------------------
Loss on                                                                                     
ordinary                                                                                    
activities                                                                                  
before                                                                                      
taxation                                                       (2,617,496)    (2,624,064)   (9,242,673)
                                                                                            
                                                                                            
                                                                                            
Taxation                 2                                        197,358         27,885      (154,816) 
                                                                                            
                                                              ------------------------------------------
Retained loss                                                                               
for the year                                                    (2,420,138)   (2,596,179)    (9,397,489)
                                                              ==========================================
                                                                                            
Earnings per                                                                                
ordinary share                                                                              
- basic                  4                                           (0.25)p       (5.37)p      (12.87)p
Earnings per                                                             N/A           N/A           N/A  
ordinary share -                                                                            
diluted                                                                                     



 
Consolidated Balance Sheet                                                         
                                                                                   
30th September 2004                                                                
                                       Notes     30/09/04    30/09/03    31/03/04  
                                                        £           £           £  
Fixed Assets                                                                       
Intangible fixed assets                           202,101     858,517     751,309  
Tangible assets                                   361,296   2,151,711   1,959,875  
                                                ----------------------------------
                                                  563,397   3,010,228   2,711,184  
                                                                                   
Current Assets                                                                     
Stock                                                   0   1,499,851     435,678  
Debtors                                         1,838,196   4,426,086   1,154,631  
Cash at bank and in hand                          173,240     212,415     360,845  
                                                ----------------------------------
                                                2,011,436   6,138,351   1,951,154  
                                                                                   
Creditors: Amounts falling due                                                     
within one                                     (1,295,621)  (1,258,004) (1,154,954)
                                                                                   
year                                                                               
                                                                                   
Net current assets                                715,815   4,880,347     796,200  
                                                                                   
Total assets less current                                                          
liabilities                                     1,279,212   7,890,575   3,507,384  
                                                                                   
Creditors: Amounts falling due                                                     
after more                                              0   (2,600,000)         0  
                                                                                   
than one year                                                                      
                                                                                   
Provisions for liabilities and                                                     
charges                                           (11,464)          0     (11,464) 
                                                                                   
                                                ----------------------------------
                                                1,267,748   5,290,575   3,495,920  
                                                ==================================
Capital and reserves                                                               
Called up share capital                         3,282,844     489,280   3,197,847  
Contingent share capital                          143,442     143,442     143,442  
Share premium account                           9,225,937   6,836,246   9,190,402  
Merger reserve                                     52,463      52,463      52,463  
Profit and loss account                       (11,436,938) (2,230,856) (9,088,234)
                                                                                   
                                                ----------------------------------
                                           5    1,267,748    5,290,575  3,495,920  
                                                ==================================



 
Consolidated cash flow statement                                                
                                         Six Months     Six Months        Year 
                                              ended          ended       ended  
                                           30/09/04       30/09/03    31/03/04 
                                                  £              £           £  
                                                                                
Cash flow from operating                                                        
activities                           6   (1,641,533)    (1,052,014)  (3,356,553)
                                                                                
                                                                                
Returns on investment and                                                       
servicing of finance                        (47,068)       (82,768)   (190,233) 
                                                                                
Taxation                                     (1,055)        27,155     168,873  
                                                                                
Capital expenditure and                                                         
financial investment                      1,381,519       (125,128)   (169,135) 
                                                                                
                                         ---------------------------------------
Cash outflow before financing              (308,137)    (1,232,755)  (3,547,048)
                                                                                
                                                                                
Financing                                   120,532      1,085,682   3,548,405  
                                                                                
                                         ---------------------------------------
Decrease in cash in the period             (187,605)      (147,073)      1,357  
                                         =======================================

 

Notes to the interim accounts for the period to 30th September 2004

1

The interim report was approved by the directors on 29th December 2004.

This interim report has not been audited.
 
The interim report has been prepared using the accounting policies set out in
the Company's statutory accounts for the year ended 31st March 2004.

The results for the year ended 31st March 2004 are abridged from the 2004 annual
report and accounts which received an unqualified auditors' report and which
have been filed with the Registrar of Companies.

The financial information presented does not constitute statutory accounts
within the meaning of s240 CA85.

2             
                                
The taxation charge for the period is analysed as follows:                                                              
         
                                                                                
                                        Six Months     Six Months         Year 
                                             ended          ended        ended  
                                          30/09/04       30/09/03     31/03/04 
                                                 £              £            £  
Current Tax                                                                     
UK Corporation Tax charge for the                                               
period                                           0              0            0  
Foreign Tax                                      0              0      (11,349) 
Adjustments in respect of                                                       
previous periods                           197,358         27,885      191,098  
                                         --------------------------------------
                                           197,358         27,885      179,749  
Deferred Tax                                                                    
Origination of timing differences                0              0     (334,565) 
                                         --------------------------------------
                                           197,358         27,885     (154,816) 
                                         ======================================

3

Exceptional items

Exceptional costs of £1,057,072 (31/03/04 - £4,424,991) have been incurred
during the current period. Provisions totalling £615,072 (31/03/04 - £4,043,948)
have been made in the current period against the costs incurred in developing
certain games. The directors are of the opinion that these provisions are
necessary in view of the financial status of certain of the parties that had
originally contracted these games and due to uncertainty regarding the status of
the intellectual property on which these games are based. A provision of
£442,000 (31/03/04 - £nil) has been made to reduce the carrying value of
intangible assets to their realisable value.

4

Earnings per share

Earnings per share for the half year ended 30th September 2004 have been
calculated using the number of shares in issue throughout the period 327,959,508
(31/03/04 - 73,135,755).

In calculating earnings per share for the half year ended 30th September 2004,
the loss attributable to the continuing operations only has been used amounting
to £835,933.

Basic and fully diluted earnings are the same due to the loss for the period.
 
5                                             

The movement in shareholder funds is analysed as follows:                        
                                                                                 
                                             Six Months     Six Months         Year 
                                                  ended          ended        ended  
                                               30/09/04       30/09/03     31/03/04 
                                                      £              £            £  
                                                                                 
Loss for the financial                                                           
period                                       (2,420,138)  (2,596,179) (9,397,489)
                                                                                 
                                                                                 
Currency translation                                                             
gain/(loss) on foreign                                                           
currency                                         71,434      12,412     (43,656) 
net investments                                                                  
                                                                                 
Proceeds from the issue of                                                       
shares                                          120,532     188,492   5,251,215  
                                                                                 
Contingent share capital                              0    (143,443)   (143,443) 
                                                                                 
                                            -------------------------------------
Net reduction to                                                                 
shareholders' funds                          (2,228,172)  (2,538,718) (4,333,373)
                                                                                 
                                                                                 
Opening shareholders' funds                   3,495,920   7,829,293   7,829,293  
                                            -------------------------------------
                                              1,267,748   5,290,575   3,495,920  
                                            =====================================

 
6                                             

Reconciliation of operating loss to net cash flow from operating activities     
                                                                                                                        
                                       
                                       Six Months    Six Months     Year ended  
                                       ended 30/09/  ended 30/09/     31/03/04  
                                                04            03                
                                                £             £              £  
                                                                                
Operating loss                         (2,570,427)   (2,541,295)    (9,052,440) 
Depreciation and amortisation             747,756       347,487        691,712  
Decrease in stocks                        435,678       134,183      1,198,356  
(Increase)/Decrease in debtors           (484,609)    1,155,622      4,105,788  
Increase/(Decrease) in creditors          140,667      (162,206)      (256,313) 
Other non cash movements                   89,402        14,195        (43,656) 
                                       -----------------------------------------
Net cash flow from operating                                                    
activities                             (1,641,533)   (1,052,014)    (3,356,553) 
                                       =========================================


7

Post Balance Sheet events

On 18th October 2004 19,597,478 1p ordinary shares were issued to satisfy vendor
consideration for the previously announced acquisitions of Fever Pitch
(19,244,388 shares) and 42-Bit AB (353,090 shares).

On 3rd November 2004 the subsidiaries of Warthog Plc were sold to Tiger
Telematics, Inc. The total consideration excluding assumed indebtedness was
$1,710,000.

The net assets which were disposed of post period end amount to £1,227,872 at
the balance sheet date.

 
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