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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

1

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

2

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

3

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

4

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

5

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.

6

TZ Limited Notes to the financial statements 30 June 2012

Note 7. Equity - issued capital

2012
2011
Shares
Shares
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No of shares
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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
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No of shares
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����������
���������
�������
���������
���������
���������
����������
���������
���������
�����������
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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
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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)
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���������
����������
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
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�����������
����������
Cents
Cents
(10.13)
(9.01)
(10.13)
(9.01)
Consolidated (unaudited)
2012
2011
$'000
$'000
(13,044)
(8,784)
Number
Number
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����������
�����������
����������
Cents
Cents
(10.13)
(9.01)
(10.13)
(9.01)
Consolidated (unaudited)
Number
�����������
Number
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����������� ����������
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.

8