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.
This information is provided by RNS
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