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TZ LIMITED — Annual Report 2012
Aug 30, 2012
65975_rns_2012-08-30_243c839f-d938-402c-8749-ea4903c764c1.pdf
Annual Report
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TZ Limited ABN 26 073 979 272
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31 August 2012
Lodged by ASX Online
The Manager Company Announcemen t Office ASX Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000
Dear Sir/Madam
PRELIMINARY FINAL REPORT
Please find attached the unaudited ASX Appendix 4E - Prelimina r y Final Report for TZ Limited for the ye a r ended 30 June 2012.
Yours faithfully, TZ LIMITED
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Mark Bouris Chairman
Sydney (Registered Office) Level 11, 1 Chifley Square Sydney, NSW 2000 Australia
Chicago (Operational Headquarters)
ASX: TZL Web: www.tz.net Email: [email protected]
520 West Erie Street, Suite 100 Chicago, IL 60654 United States
TZ Limited Preliminary final report
APPENDIX 4E PRELIMINARY FINAL REPORT
1. Company details Name of entity: TZ Limited ABN: ABN 26 073 979 272 Reporting period: Year ended 30 June 2012 Previous corresponding period: Year ended 30 June 2011
2. Results for announcement to the market
| Revenues from ordinary activities | down | 7.6% | to | $ 21,677,000 |
|---|---|---|---|---|
| Loss from ordinary activities after tax attributable to the owners of TZ | ||||
| Limited | up | 48.5% | to | $(13,044,000) |
| Loss for the period attributable to the owners of TZ Limited | up | 48.5% | to | $(13,044,000) |
Dividends
There were no dividends paid or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $13,044,000 (30 June 2011: $8,784,000).
See ASX announcement for further commentary.
3. NTA backing
Reporting period Previous corresponding period Net tangible asset backing per ordinary security (10.00) cents (5.68) cents
4. Control gained over entities
Name of entities (or group of entities) Not applicable
Date control gained
Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities during the period (where material) $ - Profit/(loss) from ordinary activities after tax of the controlled entity (or group of entities) for the whole of the previous corresponding period (where material) $ -
TZ Limited Preliminary final report
5. Loss of control over entities
Name of entities (or group of entities) Not applicable Date control lost Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities during the period (where material) $ - Profit/(loss) from ordinary activities after tax of the controlled entity (or group of entities) whilst controlled during the whole of the previous corresponding period (where material) $ -
6. Dividends
Current period
There were no dividends paid or declared during the current financial period.
Previous corresponding period
There were no dividends paid or declared during the previous financial period.
7. Dividend reinvestment plans
The following dividend or distribution plans are in operation:
Not applicable.
The last date(s) for receipt of election notices for the dividend or distribution plans: Not applicable.
8. Details of associates and joint venture entities
| Reporting entity's | Reporting entity's | Contribution | to profit/(loss) | |
|---|---|---|---|---|
| percentage holding | (where material) | |||
| Previous | Previous | |||
| corresponding | corresponding | |||
| Name of associate / joint venture | Current period | period | Current period | period |
| Intanova Pty Limited - Joint venture | 0.00% | 50.00% | $(161,302) | $(204,070) |
| Group's aggregate share of associates and joint | ||||
| venture entities' profit/(loss) (where material) | ||||
| Profit(loss) from ordinary activities before income tax | $(161,302) | $(204,070) | ||
| Income tax on operating activities | $ - | $ - |
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
TZ Limited Preliminary final report
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The accounts are currently in the process of being audited.
11. Attachments
Details of attachments (if any):
The Preliminary Annual Report of TZ Limited for the year ended 30 June 2012 is attached.
12. Signed
Signed: ________
Date: 31 August 2012
Mark Bouris Director Sydney
TZ Limited ABN 26 073 979 272
Preliminary Annual Report - 30 June 2012
TZ Limited Statement of comprehensive income For the year ended 30 June 2012
| Note 1 2 8 10 10 Other comprehensive income Loss after income tax expense for the year attributable to the owners of TZ Limited Income tax expense Other income Revenue Depreciation and amortisation expense Travel and accommodation expense Communications expense Development costs Loss on sale of joint venture Finance costs Other expenses Expenses Raw materials and consumables used Subcontractors costs Employee benefits expense Professional and corporate services Share of net losses of joint venture accounted for using the equity method Occupancy expense Diluted earnings per share Basic earnings per share Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of TZ Limited Foreign currency translation Loss before income tax expense |
2012 2011 $'000 $'000 21,677 23,470 3,605 6,800 (1,724) (1,471) (8,346) (7,833) (13,637) (14,599) (818) (767) (1,768) (1,856) (224) - (308) (349) (2,457) (3,322) (1,479) (1,504) (785) (904) (161) (217) (1,605) (2,025) (4,995) (4,098) (13,025) (8,675) (19) (109) (13,044) (8,784) 873 (4,043) 873 (4,043) (12,171) (12,827) Cents Cents (10.13) (9.01) (10.13) (9.01) Consolidated (unaudited) |
2012 2011 $'000 $'000 21,677 23,470 3,605 6,800 (1,724) (1,471) (8,346) (7,833) (13,637) (14,599) (818) (767) (1,768) (1,856) (224) - (308) (349) (2,457) (3,322) (1,479) (1,504) (785) (904) (161) (217) (1,605) (2,025) (4,995) (4,098) (13,025) (8,675) (19) (109) (13,044) (8,784) 873 (4,043) 873 (4,043) (12,171) (12,827) Cents Cents (10.13) (9.01) (10.13) (9.01) Consolidated (unaudited) |
|---|---|---|
| (13,025) (19) |
(8,675) (109) |
|
| (13,044) 873 |
(8,784) (4,043) |
|
| 873 | (4,043) | |
| (12,171) | (12,827) | |
| Cents (10.13) (10.13) |
Cents (9.01) (9.01) |
The above statement of comprehensive income should be read in conjunction with the accompanying notes
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TZ Limited Statement of financial position As at 30 June 2012
| Note 3 4 5 6 7 8 Reserves Property, plant and equipment Intangibles Other Total liabilities Liabilities Other Total non-current assets Current assets Assets Cash and cash equivalents Accumulated losses Trade and other receivables Inventories Deferred tax Total current liabilities Derivative financial instruments Current liabilities Non-current assets Total current assets Investments accounted for using the equity method Investment in short term deposit Total equity Total non-current liabilities Net assets Other Deferred tax Borrowings Trade and other payables Borrowings Derivative financial instruments Provisions Total assets Issued capital Equity Non-current liabilities Provisions |
2012 2011 $'000 $'000 904 1,146 4,898 4,913 342 331 - 5,500 6,144 11,890 - 187 1,575 1,884 19,553 19,750 942 751 186 179 22,256 22,751 28,400 34,641 5,629 4,575 10,266 729 48 - 92 116 437 368 16,472 5,788 3,835 10,206 759 4,411 1,144 945 16 - 462 507 6,216 16,069 22,688 21,857 5,712 12,784 153,443 149,113 (6,124) (6,997) (141,607) (129,332) 5,712 12,784 Consolidated (unaudited) |
2012 2011 $'000 $'000 904 1,146 4,898 4,913 342 331 - 5,500 6,144 11,890 - 187 1,575 1,884 19,553 19,750 942 751 186 179 22,256 22,751 28,400 34,641 5,629 4,575 10,266 729 48 - 92 116 437 368 16,472 5,788 3,835 10,206 759 4,411 1,144 945 16 - 462 507 6,216 16,069 22,688 21,857 5,712 12,784 153,443 149,113 (6,124) (6,997) (141,607) (129,332) 5,712 12,784 Consolidated (unaudited) |
|---|---|---|
| 6,144 | 11,890 | |
| - 1,575 19,553 942 186 |
187 1,884 19,750 751 179 |
|
| 22,256 | 22,751 | |
| 28,400 | 34,641 | |
| 5,629 10,266 48 92 437 |
4,575 729 - 116 368 |
|
| 16,472 | 5,788 | |
| 3,835 759 1,144 16 462 |
10,206 4,411 945 - 507 |
|
| 6,216 | 16,069 | |
| 22,688 | 21,857 | |
| 5,712 | 12,784 | |
| 153,443 (6,124) (141,607) |
149,113 (6,997) (129,332) |
|
| 5,712 | 12,784 |
The above statement of financial position should be read in conjunction with the accompanying notes
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TZ Limited
Statement of changes in equity For the year ended 30 June 2012
| $'000 - - - $'000 - - - Transactions with owners in their capacity as owners: Balance at 30 June 2012 Less: transaction costs on shares issued Contributions of equity Share-based payments Other comprehensive income for the year, net of tax Loss after income tax expense for the year Total comprehensive income for the year Balance at 1 July 2011 Other comprehensive income for the year, net of tax Conversion of convertible notes Total comprehensive income for the year Contributions of equity Share-based payments Conversion of liabilities to equity Balance at 30 June 2011 Consolidated (unaudited) Contributed Transactions with owners in their capacity as owners: equity Less: transaction costs on shares issued Transfer to contributed equity upon issue of shares Consolidated (unaudited) Balance at 1 July 2010 Loss after income tax expense for the year |
$'000 125,907 - equity Contributed |
$'000 4,768 - - Other contributed equity |
$'000 (2,954) - (4,043) Reserves |
Total equity $'000 $'000 (122,851) 4,870 (8,784) (8,784) - (4,043) (8,784) (12,827) 2,303 2,303 - 12,806 - 5,098 - 1,139 - (605) - - (129,332) 12,784 Total equity $'000 $'000 (129,332) 12,784 (13,044) (13,044) - 873 (13,044) (12,171) 769 769 - 4,552 - (222) (141,607) 5,712 losses Accumulated Accumulated losses |
Total equity $'000 $'000 (122,851) 4,870 (8,784) (8,784) - (4,043) (8,784) (12,827) 2,303 2,303 - 12,806 - 5,098 - 1,139 - (605) - - (129,332) 12,784 Total equity $'000 $'000 (129,332) 12,784 (13,044) (13,044) - 873 (13,044) (12,171) 769 769 - 4,552 - (222) (141,607) 5,712 losses Accumulated Accumulated losses |
|---|---|---|---|---|---|
| - - 12,806 5,098 1,139 (605) 4,768 |
- - - - - - (4,768) |
(4,043) - - - - - - |
(8,784) 2,303 - - - - - |
(12,827) 2,303 12,806 5,098 1,139 (605) - |
|
| 149,113 | - | (6,997) | (129,332) | 12,784 | |
| $'000 149,113 - Contributed equity |
$'000 - - - equity Other contributed |
$'000 (6,997) - 873 Reserves |
|||
| - - 4,552 (222) |
- - - - |
873 - - - |
(13,044) 769 - - |
(12,171) 769 4,552 (222) |
|
| 153,443 | - | (6,124) | (141,607) | 5,712 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
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TZ Limited Statement of cash flows For the year ended 30 June 2012
| Note 7 Effects of exchange rate changes on cash Proceeds from borrowings Payments for intangibles Cash flows from operating activities Receipts from customers (inclusive of GST) Interest received Payments to suppliers and employees (inclusive of GST) Interest and other finance costs paid Net cash used in operating activities Other revenue Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year Cash flows from investing activities Payments for property, plant and equipment Net cash from financing activities Proceeds from sale of property, plant and equipment Transaction costs on shares issued Payments for new joint venture capital invested Proceeds from short term deposits Income taxes paid Investment in short term deposits Repayment of borrowings Proceeds from issue of shares Net increase/(decrease) in cash and cash equivalents Cash flows from financing activities Net cash from/(used in) investing activities |
2012 2011 $'000 $'000 21,298 21,130 (30,843) (29,329) (9,545) (8,199) 125 264 388 514 (727) (61) (19) (71) (9,778) (7,553) (200) (200) (301) (946) (69) (577) - (5,500) 5,500 - - 8 4,930 (7,215) 4,552 12,806 (222) (605) 835 5,301 (633) (1,400) 4,532 16,102 (316) 1,334 1,146 232 74 (420) 904 1,146 Consolidated (unaudited) |
2012 2011 $'000 $'000 21,298 21,130 (30,843) (29,329) (9,545) (8,199) 125 264 388 514 (727) (61) (19) (71) (9,778) (7,553) (200) (200) (301) (946) (69) (577) - (5,500) 5,500 - - 8 4,930 (7,215) 4,552 12,806 (222) (605) 835 5,301 (633) (1,400) 4,532 16,102 (316) 1,334 1,146 232 74 (420) 904 1,146 Consolidated (unaudited) |
|---|---|---|
| (9,545) 125 388 (727) (19) |
(8,199) 264 514 (61) (71) |
|
| (9,778) | (7,553) | |
| (200) (301) (69) - 5,500 - |
(200) (946) (577) (5,500) - 8 |
|
| 4,930 | (7,215) | |
| 4,552 (222) 835 (633) |
12,806 (605) 5,301 (1,400) |
|
| 4,532 | 16,102 | |
| (316) 1,146 74 |
1,334 232 (420) |
|
| 904 | 1,146 |
The above statement of cash flows should be read in conjunction with the accompanying notes
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TZ Limited Notes to the financial statements 30 June 2012
Note 1. Revenue
| - - - - Royalty Revenue Sales revenue Interest Other revenue Sales and services revenue Other revenue Management fees |
2012 2011 $'000 $'000 21,178 22,399 - 8 125 264 118 89 256 710 499 1,071 21,677 23,470 Consolidated (unaudited) |
2012 2011 $'000 $'000 21,178 22,399 - 8 125 264 118 89 256 710 499 1,071 21,677 23,470 Consolidated (unaudited) |
|---|---|---|
| - 125 118 256 |
8 264 89 710 |
|
| 499 | 1,071 | |
| 21,677 | 23,470 |
Note 2. Other income
| - - Net gain on issue of shares to extinguish liabilities Net gain on movement in fair value of derivative liabilities Other income Net gain on disposal of property, plant and equipment |
2012 2011 $'000 $'000 - 3 - 190 3,605 6,607 3,605 6,800 Consolidated (unaudited) |
2012 2011 $'000 $'000 - 3 - 190 3,605 6,607 3,605 6,800 Consolidated (unaudited) |
|---|---|---|
| 3,605 | 6,800 |
Note 3. Current assets - trade and other receivables
| - - - - Other receivables Prepayments Goods and services tax receivable Trade receivables Less: Provison for impairment of receivables |
2012 2011 $'000 $'000 3,625 3,977 (86) (165) 3,539 3,812 1,147 842 36 48 176 211 4,898 4,913 Consolidated (unaudited) |
2012 2011 $'000 $'000 3,625 3,977 (86) (165) 3,539 3,812 1,147 842 36 48 176 211 4,898 4,913 Consolidated (unaudited) |
|---|---|---|
| 3,539 | 3,812 | |
| 1,147 36 176 |
842 48 211 |
|
| 4,898 | 4,913 |
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TZ Limited Notes to the financial statements 30 June 2012
Note 4. Current liabilities - trade and other payables
| - - Employee expense payables Trade payables Other payables Lease incentive liability Interest payable |
2012 2011 $'000 $'000 2,038 1,739 138 173 68 61 2,698 899 687 1,703 5,629 4,575 Consolidated (unaudited) |
2012 2011 $'000 $'000 2,038 1,739 138 173 68 61 2,698 899 687 1,703 5,629 4,575 Consolidated (unaudited) |
|---|---|---|
| 5,629 | 4,575 |
Note 5. Current liabilities - borrowings
| - - Bank loans Convertible notes payable |
2012 2011 $'000 $'000 851 729 9,415 - 10,266 729 Consolidated (unaudited) |
2012 2011 $'000 $'000 851 729 9,415 - 10,266 729 Consolidated (unaudited) |
|---|---|---|
| 10,266 | 729 |
Note 6. Non-current liabilities - borrowings
| - - Total secured liabilities The total secured liabilities (current and non-current) are as follows: Convertible notes payable Bank loans Bank loans |
2012 2011 $'000 $'000 115 - 3,720 10,206 3,835 10,206 2012 2011 $'000 $'000 966 729 Consolidated (unaudited) Consolidated (unaudited) |
|---|---|
Assets pledged as security
The bank loans are secured by a mortgage over the assets of PDT Inc Group.
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TZ Limited Notes to the financial statements 30 June 2012
Note 7. Equity - issued capital
| 2012 2011 Shares Shares ����������� ����������� No of shares ���������� ������� ���������� ��������� ������� ��������� ��������� ��������� ���������� ��������� ��������� ����������� ��������� ���������� ����������� Issue of shares on exercise of rights Details 11 October 2010 Balance Issue of shares Balance 19 July 2010 Issue of shares on exercise of rights 24 May 2011 30 June 2011 Issue of shares 22 February 2012 Consolidated (unaudited) Issue of shares on conversion of convertible note Issue of shares on conversion of convertible note Movements in ordinary share capital Transfer to contributed equity 14 April 2011 Issue of shares on conversion of convertible note 1 July 2010 Issue of shares on conversion of liabilities to equity 21 December 2010 15 July 2010 25 November 2010 Ordinary shares - fully paid 20 November 2010 Less: share issue costs 28 October 2011 Less: share issue costs Issue of shares Date Balance 1 July 2010 Transfer to contributed equity Issue of shares 22 July 2010 30 June 2012 |
2012 2011 Shares Shares ����������� ����������� No of shares ���������� ������� ���������� ��������� ������� ��������� ��������� ��������� ���������� ��������� ��������� ����������� ��������� ���������� ����������� Issue of shares on exercise of rights Details 11 October 2010 Balance Issue of shares Balance 19 July 2010 Issue of shares on exercise of rights 24 May 2011 30 June 2011 Issue of shares 22 February 2012 Consolidated (unaudited) Issue of shares on conversion of convertible note Issue of shares on conversion of convertible note Movements in ordinary share capital Transfer to contributed equity 14 April 2011 Issue of shares on conversion of convertible note 1 July 2010 Issue of shares on conversion of liabilities to equity 21 December 2010 15 July 2010 25 November 2010 Ordinary shares - fully paid 20 November 2010 Less: share issue costs 28 October 2011 Less: share issue costs Issue of shares Date Balance 1 July 2010 Transfer to contributed equity Issue of shares 22 July 2010 30 June 2012 |
2012 2011 $'000 $'000 153,443 149,113 Issue price $'000 125,907 $0.42 150 $0.42 4,200 $0.00 - $0.42 96 $0.84 1,007 $0.35 2,832 $0.39 802 $0.35 9,824 $0.27 1,025 $0.84 3,875 (605) 149,113 $0.00 - $0.32 4,552 (222) 153,443 Consolidated (unaudited) |
2012 2011 $'000 $'000 153,443 149,113 Issue price $'000 125,907 $0.42 150 $0.42 4,200 $0.00 - $0.42 96 $0.84 1,007 $0.35 2,832 $0.39 802 $0.35 9,824 $0.27 1,025 $0.84 3,875 (605) 149,113 $0.00 - $0.32 4,552 (222) 153,443 Consolidated (unaudited) |
|---|---|---|---|
| No of shares ���������� ������� ���������� ��������� ������� ��������� ��������� ��������� ���������� ��������� ��������� |
Issue price $0.42 $0.42 $0.00 $0.42 $0.84 $0.35 $0.39 $0.35 $0.27 $0.84 $0.00 $0.32 |
$'000 125,907 150 4,200 - 96 1,007 2,832 802 9,824 1,025 3,875 (605) |
|
| ����������� ��������� ���������� |
149,113 - 4,552 (222) |
||
| ����������� | 153,443 |
Note 8. Equity - accumulated losses
| - - - - Accumulated losses at the beginning of the financial year Accumulated losses at the end of the financial year Loss after income tax expense for the year Transfer from share based payments reserve |
2012 2011 $'000 $'000 (129,332) (122,851) (13,044) (8,784) 769 2,303 (141,607) (129,332) Consolidated (unaudited) |
2012 2011 $'000 $'000 (129,332) (122,851) (13,044) (8,784) 769 2,303 (141,607) (129,332) Consolidated (unaudited) |
|---|---|---|
| (141,607) | (129,332) |
Note 9. Equity - dividends
There were no dividends paid or declared during the current or previous financial year.
7
TZ Limited Notes to the financial statements 30 June 2012
Note 10. Earnings per share
| Diluted earnings per share Basic earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Loss after income tax attributable to the owners of TZ Limited Weighted average number of ordinary shares used in calculating diluted earnings per share |
2012 2011 $'000 $'000 (13,044) (8,784) Number Number ����������� ���������� ����������� ���������� Cents Cents (10.13) (9.01) (10.13) (9.01) Consolidated (unaudited) |
2012 2011 $'000 $'000 (13,044) (8,784) Number Number ����������� ���������� ����������� ���������� Cents Cents (10.13) (9.01) (10.13) (9.01) Consolidated (unaudited) |
|---|---|---|
| Number ����������� |
Number ���������� |
|
| ����������� | ���������� | |
| Cents (10.13) (10.13) |
Cents (9.01) (9.01) |
For the purpose calculating the diluted earnings per share the denominator has excluded the number of options as the effect would be anti-dilutive.
Note 11. Going concern
The financial report has been prepared on a going concern basis.
Convertible notes with a face value of $12,000,000 are due to mature on 18 February 2013. TZ Limited has negotiated a twelve month extension of this maturity date with the lender QVT, which is subject to shareholder approval at the 2012 AGM. Unless those notes are converted to shares by the holder prior to maturity, the principal and interest outstanding on maturity will be payable in cash by TZ Limited.
The ability of the consolidated entity to continue as a going concern is dependent on the generation of sufficient profits and positive cash flows, the continued support of shareholders and lenders, the conversion of the notes to shares or the raising of additional share capital.
TZ Limited has previously raised capital when required. The directors expect the company will be successful in raising additional capital in future, if required.
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