RNS Number:7081J
Warthog PLC
29 September 2006
Warthog plc
Chairman's Statement
Year ended 31 March 2006
As has been widely reported in the press Gizmondo Europe Limited was put into
liquidation and the shares in Tiger Telematics Inc. ("TGTL") have become
worthless.
When the common stock in TGTL was received in November 2005 we were unable to
dispose of it, as it was not tradable due to TGTL not having filed its quarterly
financial statements. The directors tried a number of avenues to try to achieve
realisation but ultimately were not successful. Consequently the whole of the
investment in TGTL has been fully provided for in these accounts, which show an
audited loss for the year ended 31st March 2006 of #4,000,675.
At its forthcoming AGM on 9 November 2006, Warthog plc will put a resolution to
its shareholders to approve the following active investing strategy as required
under the AIM Rules:
"To preserve so far as possible Warthog plc's cash resources whilst it seeks to
find an acquisition of a business of scale, which would constitute a reverse
takeover under the AIM Rules and for which the consideration would
probably comprise principally the issue of new ordinary shares in Warthog plc.
The Directors, whose experience includes both financial and operational matters,
are primarily seeking a UK-based business from within the wider technology
sector."
Shareholders should be aware that if Warthog plc does not complete a reverse
takeover or otherwise substantially implement its investing strategy within one
year of the above resolution being passed, its ordinary shares will be suspended
on the AIM market
Ian Templeton
Chairman
Profit and Loss Account
Notes 2006 2005
# #
Other operating expenses (net) 2 118,629 3,919,257
OPERATING LOSS (118,629) (3,919,257)
Loss on sale of discontinued operations - 281,877
Impairment loss 9 (3,888,885) -
LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (4,007,514) (4,201,134)
Investment income 3 6,839 1,428
Interest payable 4 - (6,223)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 5 (4,000,675) (4,205,929)
Taxation 7 - -
RETAINED LOSS FOR THE YEAR 14 (4,000,675) (4,205,929)
(Loss) per ordinary share - basic 8 (1.19)p (1.25)p
(Loss) per ordinary share - diluted 8 (1.19)p (1.25)p
The operating loss for the year arises from the company's continuing operations.
No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the Profit and Loss Account.
Balance Sheet
Notes 2006 2005
# #
FIXED ASSETS
Investments 9 - 3,888,885
CURRENT ASSETS
Debtors 10 - 186,059
Cash at bank and in hand 179,391 113,390
179,391 299,449
CREDITORS: Amounts falling due within one
year 11 (23,772) (32,040)
NET CURRENT ASSETS 155,619 267,409
TOTAL ASSETS LESS CURRENT LIABILITIES 155,619 4,156,294
155,619 4,156,294
CAPITAL AND RESERVES
Called up share capital 13 3,478,821 3,478,821
Share premium account 14 9,555,365 9,555,365
Profit and loss account 14 (12,878,567) (8,877,892)
SHAREHOLDERS' FUNDS 155,619 4,156,294
Approved by the board on 25 September 2006
I Templeton Director
D Robinson Director
Cash Flow Statement
Notes 2006 2005
# #
Cash flow from operating activities 16a 59,162 (1,303,195)
Returns on investments and servicing of finance 16b 6,839 (4,795)
Capital expenditure and servicing of finance 16b - 202,101
Acquisitions and disposals of subsidiaries 16b - 416,667
CASH OUTFLOW BEFORE FINANCING 66,001 (689,222)
Financing 16b - 119,051
INCREASE/(DECREASE) IN CASH IN THE YEAR 66,001 (570,171)
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN DEBT
2006 2005
# #
Increase/ (decrease) in cash in the year 66,001 (570,171)
Change in net debt resulting from cash flows - -
MOVEMENT IN NET DEBT IN YEAR 66,001 (570,171)
NET FUNDS AT 1 APRIL 2005 113,390 683,561
NET FUNDS AT 31 MARCH 2006 16c 179,391 113,390
Basis of accounting
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.
Basis of consolidation
The company disposed of all of its subsidiaries in November 2004. The financial
statements present information on the Company alone for the current and
comparative year. Previously published financial statements for 2005 were
prepared on a consolidated basis and, therefore, the comparative profit and loss
account and cash flow statement in these financial statements differ from the
results published for 2005.
Investments
Fixed asset investments are stated at cost less provision for diminution in
value.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
Leased assets and obligations
All leases are "operating leases" and the annual rentals are charged to the
profit and loss account on a straight line basis over the lease term.
Pension contributions
The amount charged to the profit and loss account in respect of pension costs is
the contributions payable in the year. Differences between contributions payable
in the year and contributions actually paid are shown as either accruals or
prepayments in the balance sheet.
1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The Company had no turnover in the year (2005:nil) and the loss arose wholly in
the United Kingdom from the Company's principal activity.
2 OTHER OPERATING EXPENSES (NET) 2006 2005
# #
Administration expenses 118,629 491,919
Write off of inter company debit - 3,427,338
3 INVESTMENT INCOME 2006 2005
# #
Bank interest receivable 6,839 1,428
4 INTEREST PAYABLE 2006 2005
# #
On bank overdrafts - 6,223
5 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 2006 2005
# #
Loss on ordinary activities after taxation is stated
after charging:
Auditors' remuneration- audit fees 2,500 7,500
Auditors' remuneration- non-audit fees: further - 23,190
assurance services
Exceptional costs-write off of inter company balances - 3,427,338
EXCEPTIONAL ITEMS
As part of the agreement for the sale of its subsidiaries in November 2004 the
company wrote off part of the balances due to it by subsidiaries.
6 EMPLOYEES 2006 2005
No. No.
The average monthly number of persons (including directors)
employed by the Company during the year was:
Administration 2 5
Technical and design - -
2 5
2006 2005
# #
Staff costs for above persons:
Wages and salaries 35,000 178,597
Social security costs - 16,212
Other pension costs - 6,401
35,000 201,210
DIRECTORS' REMUNERATION
Emoluments 35,000 178,597
Amounts paid to money purchase pension schemes - 6,401
----------- ------------
Total emoluments 35,000 184,998
============ ============
2006 2005
Number Number
The number of directors to whom relevant benefits - 3
are accruing under money purchase pension schemes was:
Emoluments disclosed above include the following amounts paid to the highest
paid director.
2006 2005
# #
Emoluments for qualifying services 25,000 45,655
Company pension scheme contributions to money purchase
schemes - 1,011
7 TAXATION
In view of the losses incurred there is no tax charge for the year (2005:nil).
TAX RECONCILIATION
Factors affecting tax charge for the year
The tax assessed for the year is higher than the
standard rate of corporation tax in the UK of 30%
(2005: 30%). The differences are explained below:
2006 2005
# #
Loss on ordinary activities before tax (4,000,675) (4,205,929)
Loss on ordinary activities multiplied by the
standard rate of corporation tax in the UK of 30%
(2005: 30%). 1,200,202 (1,261,779)
Effects of:
Unrelieved tax losses (33,536) (233,578)
Losses not allowable for tax purposes (1,166,666) (1,028,201)
Tax charge/ (credit) for the year - -
8 EARNINGS PER SHARE
Earnings and the number of shares used in the calculations of earnings per share
are set out below:
2006 2005
# #
Basic:
loss after tax (4,000,675) (4,205,929)
Weighted average number of shares 336,980,765 336,980,765
EPS (pence) (1.19)p (1.25)p
Basic and fully diluted earnings are the same due to the loss for the year, as
it is assumed that the options would not be exercised.
The loss reported for 2005 is that of the Company alone. The financial
statements published for 2005 included a consolidated profit and loss account
which showed a profit of #210,342 and earnings per share of 0.06p
9 FIXED ASSET INVESTMENTS Listed
Investments
#
Cost
At 1 April 2005 and 31 March 2006 3,888,885
Provision for diminution in value
1 April 2005 -
Provision during year 3,888,885
At 31 March 2006 3,888,885
Net book value
31 March 2006 -
31 March 2005 3,888,885
The Company holds 497,866 shares in Tiger Telematics Inc, a company incorporated
in the USA. These shares are considered by the directors to have no value at the
balance sheet date.
10 DEBTORS 2006 2005
# #
Due within one year:
Other debtors - 177,570
Prepayments and accrued income - 8,489
- 186,059
11 CREDITORS: Amounts falling due within one year 2006 2005
# #
Accruals and deferred income 23,772 32,040
12 PROVISION FOR LIABILITIES AND CHARGES
The Company has significant tax losses to carry forward. In view of the
Company's current position no deferred tax asset has been provided.
13 SHARE CAPITAL
2006 2005
# #
Authorised:
600,000,000 shares of 1p each 6,000,000 6,000,000
Allotted, issued and fully paid:
347,882,123 ordinary shares of 1p each 3,478,821 3,478,821
SHARE DISCLOSURES
The Company has granted the following options to subscribe for ordinary shares
of 1p each, as follows:
Grant date Subscription Number of Lapsed in year Exercise
shares for period
which rights
are exercisable
price per share
Unapproved share
options:
14 November
2000 32.0p 156,250 - 14 Nov 2004 -
14 Nov 2010
14 RESERVES Share Profit and
premium Loss
# account
#
COMPANY
At 1 April 2005 9,555,365 (8,877,892)
Retained loss for the year - (4,000,675)
At 31 March 2006 9,555,365 (12,878,567)
15 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' 2006 2005
FUNDS
# #
Profit / (Loss) for the financial year (4,000,675) (4,205,929)
Proceeds from issue of shares - 645,937
Contingent share capital - (143,443)
Net addition/(reduction) to shareholders' (4,000,675) (3,703,435)
funds
Opening shareholders' funds 4,156,294 7,859,728
Closing shareholders' funds 155,619 4,156,294
16 CASH FLOWS 2006 2005
# #
a Reconciliation of operating loss to net cash
outflow from operating activities
Operating (loss) on ordinary activities (118,629) (3,919,257)
Operating loss
Decrease/ (Increase) in debtors 186,059 2,904,128
(Decrease) in creditors (8,268) (288,066)
Net cash inflow/(outflow) from operating 59,162 (1,303,195)
activities
b Analysis of cash flows for headings netted in
the cash flow
Returns on investments and servicing of finance
Interest received 6,839 1,428
Interest paid - (6,223)
Net cash outflow from returns on investments 6,839 (4,795)
and servicing of finance
Capital expenditure and financial investment
Sale of intangible fixed assets - 202,101
Net cash inflow from capital expenditure and - 202,101
financial investment
Acquisitions and disposals
On sale of subsidiary undertakings - 416,667
Financing
Issue of ordinary share capital - 170,000
Share issue costs - (50,949)
Net cash inflow from financing - 119,051
c Analysis of net debt At1 April Cash flow At31 March 2006
2005 # #
#
Cash in hand and at bank 113,390 66,001 179,391
17 PENSION COMMITMENTS
The Company operated a defined contribution pension scheme for part of 2005. The
assets of the scheme are held separately from those of the company in an
independently administered fund. The pension cost charge represents
contributions payable by the company to the fund and amounted to #Nil (2005:
#6,401).
18 FINANCIAL INSTRUMENTS
The Company currently has no significant operations other than to research
potential investments. It has no financial instruments other than cash, which is
held on short term deposit.
As permitted by FRS 13, short-term debtors and creditors for 2005 have been
excluded from the disclosures, other than the currency disclosures.
a. Fair values of financial assets and financial liabilities
The fair value of the Company's financial instruments at 31 March 2006 was:
2006 2005
Book Value Fair Value Book Value Fair Value
# # # #
Cash at bank 179,391 179,391 113,390 113,390
and in hand
=============== ================ ============== =============
All fair values have been determined using appropriate market rates as at 31
March 2006 and by discounting relevant cash flows at the prevailing rate.
As at 31 March 2006 the Company had no borrowings.
b. Financial assets
Other than cash at bank the Company has no other financial assets as at 31 March
2006. All financial assets were at floating rates.
c. Financial liabilities
Other than short-term creditors the Company has no other financial liabilities
as at 31 March 2006.
d. Currency exposures
The Company had no currency exposure as at 31 March 2006
e. Borrowing facilities
The Company had no undrawn committed borrowing facilities at 31 March 2006.
19 CONTROL
In the opinion of the directors there is no single controlling party.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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