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VOLT RESOURCES LIMITED Interim / Quarterly Report 2008

Feb 28, 2008

66019_rns_2008-02-28_a6cc2b7c-358d-4140-9a42-59b6f6adc758.pdf

Interim / Quarterly Report

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Rule 4.2A.3

Appendix 4D

Half year report Half-Year ended 31 December 2007

Introduced 1/1/2003

Name of entity

RITRACT LIMITED

ABN or equivalent company reference

28 106 353 253

1.[[Half year ended (current period) ]]

[[Half year ended (current period) ]] Half year ended (‘previous corresponding period’) 31 DECEMBER 2007 31 DECEMBER 2006

2. Results for announcement to the market

2. Results for announcement to the market 2. Results for announcement to the market 2. Results for announcement to the market 2. Results for announcement to the market 2. Results for announcement to the market 2. Results for announcement to the market 2. Results for announcement to the market
.
$A'000
2.1 Revenues from ordinary activities up 26% to 16
to
249
to
249
2.2 Loss from ordinary activities after tax attributable to
members
down 86%
2.3 Net loss for the period attributable to members Down 86%
Dividends (distributions) Amount per security Franked amount per
security
2.4 Final dividend_(Preliminary final report only)_ N/A¢ N/A¢
2.4 Interim dividend_(Half yearly report only)_ N/A¢ N/A¢
2.5 Record date for determining entitlements to the
dividend
N/A
2.6
Brief explanation of any of the figures in 2.1 to 2.4 necessary to enable the figures to be understood.
No dividends are proposed for the half year ended 31 December 2007.
3. NTA backing 3. NTA backing Current period Previous corresponding
Period
Net tangible assets per security ($0.0038) ($0.0066)

4. Control gained over entities having material effect

  • 4.1 Name of entity (or group of entities)

  • 4.2 Date of gain of control

  • Consolidated profit (loss) from ordinary activities after tax

  • 4.3 of the controlled entity (or group of entities) since the date in the current period on which control was acquired

  • 4.3 Profit (loss) from ordinary activities after tax of the controlled entity (or group of entities) for the whole of the previous corresponding period

N/A N/A N/A

Loss of control of entities having material effect

  • 4.1 Name of entity (or group of entities)

  • entities) N/A

  • 4.2 Date of loss of control N/A 4.3 Consolidated profit (loss) from ordinary activities after tax N/A

  • of the controlled entity (or group of entities) since the date in the current period on which control was acquired

  • 4.3 Profit (loss) from ordinary activities after tax of the controlled entity (or group of entities) for the whole of the N/A previous corresponding period

5. Dividends / Distributions

N/A Date the dividend (distribution) is payable N/A Amount per security of foreign source dividend Total Dividends /Distributions $ N/A Ordinary securities $ N/A Preference securities

Total Dividends /Distributions

6. Dividend or distribution investment plans in operation:

N/A

The last date(s) for receipt of election notices for the N/A dividend or distribution reinvestment plans

7. Details of aggregate share of profits (losses) of associates and joint venture

entities

entities
Name of associate/joint
venture:
N/A
Holdingin entity N/A %
Group’s share of associates’ and joint venture
entities’:
Current period
$A'000
Previous corresponding
period - $A'000
Profit (loss) from ordinary activities before tax
Income tax on ordinary activities
Profit (loss) from ordinary activities after tax
Extraordinary items net of tax
Net profit (loss)
Adjustments
Share of net profit (loss) of associates and joint
venture entities
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A
N/A N/A

8. Foreign Entities

Which set of accounting standards is used in compiling the report (e.g. International Accounting Standards)

N/A

9. All Entities

A description of Accounts subject to audit dispute or qualification:

N/A

RITRACT LIMITED

ABN 28 106 353 253

INTERIM FINANCIAL REPORT

31 DECEMBER 2007

RITRACT LIMITED ABN 28 106 353 253

CONTENTS

Directors’ Report 2
Auditor’s Independence Declaration………………………………………………………….. 4
Condensed Income Statement 5
Condensed Balance Sheet 6
Condensed Statement of Changes in Equity………………………................................. 7
Condensed Cash Flow Statement 8
Notes to the Financial Statements 9
Directors’ Declaration …………………………………………………………………………... 13
Independent Auditor’s Review Report 14

CORPORATE DIRECTORY

DIRECTORS

Mr Michael Boyd, Chairman Mr Bruce Ingram Dr Andrew Walker

COMPANY SECRETARY Mr Guy Robertson

REGISTERED OFFICE and PRINCIPAL PLACE OF BUSINESS

Level 11, Tower B 821 Pacific Highway Chatswood NSW 2067 Tel: (02) 8448 8195 Fax (02) 8448 8196

AUDITORS HLB Mann Judd Chartered Accountants 15 Rheola Street West Perth WA 6005 Tel: (08) 9481 0977 Fax: (08) 9481 3686

SHARE REGISTRY Advanced Share Registry Level 2, Reserve Bank Building Tel: (08) 9323 2000 Fax: (08) 9323 2033

1

RITRACT LIMITED ABN 28 106 353 253

DIRECTORS’ REPORT

The Directors submit the financial report of the consolidated entity for the half year ended 31 December 2007.

DIRECTORS

The names of the Directors who held office during the half-year and up to the date of this report:

Mr Michael Boyd Chairman

Mr Bruce Ingram

Dr Andrew Walker

REVIEW OF OPERATIONS

The business has continued, without success, to look for a licensing partner for its syringe technology during the period. As a result the directors have looked at alternatives for restructuring the company which will be advised to shareholders in early 2008.

OPERATING RESULTS

For the six months to 31 December 2007 the company incurred a consolidated net loss of $ 248,830 (2006- $1,766,436).

The company continued its policy of expensing all commercialisation, R&D and design costs associated with its intellectual property.

SUBSEQUENT EVENTS

The company received a Research and Development tax offset claim for the 2004 and 2005 financial years. Following an audit by the Australian Taxation Office during the financial period, the ATO advised the company on 21 January 2008 that these claims had been disallowed and that it would be seeking to recover the amounts previously paid to the company ($219,667) and its wholly-owned subsidiary, Glenord Pty Ltd ($337,334) together with a penalty of 5% of these amounts. The company intends to appeal the decision to disallow the claims.

On 15 February 2008 the company placed its subsidiary Glenord Pty Ltd in voluntary administration as it could no longer provide it with financial support to continue trading. This has no impact on the consolidated results for the six months ended 31 December 2007 as Glenord did not trade during this period and its net assets have been fully impaired as at 30 June 2007.

AUDITOR’S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the company with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is set out on page 4 and forms part of this directors’ report for the half-year ended 31 December 2007.

2

Signed in accordance with a resolution of the Board of Directors:

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________ Michael Boyd Director Sydney, 29 February 2008

3

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Auditor’s Independence Declaration

As lead auditor for the review of the financial report of Ritract Limited for the half-year ended 31 December 2007, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • b) any applicable code of professional conduct in relation to the review.

This declaration is in respect of Ritract Limited.

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Perth, Western Australia 29 February 2008

L DI GIALLONARDO Partner, HLB Mann Judd

4

RITRACT LIMITED ABN 28 106 353 253

CONDENSED INCOME STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Revenue
2
Employee benefits expense
Consulting and professional services
Research and development
Amortisation of intellectual property and patents
Rent
Statutory and compliance
Travel
Directors’ fees
Depreciation
Impairment of assets
Other expenses
Loss before income tax
Income tax benefit
3
Loss after income tax

Loss attributable to members of Ritract Limited
Basic loss per share (cents per share)
Consolidated
Consolidated
2007
2006
$
$ 16,020
12,760
(155,051)
(536,724)
(62,027)
(245,131)
-
(154,312)
-
(184,151)
(15,182)
(87,189)
-
(53,285)
(13,888)
(79,272)
(59,957)
(38,150)
(34,794)
(34,794)
(87,004)
-
(55,703)
(366,188)
(467,586)
(1,766,436)
218,756
-
(248,830)
(1,766,436)
(248,830)
(1,766,436)
(0.21)
(1.93)

The consolidated income statement is to be read in conjunction with the notes to the halfyear financial statements set out on pages 9 to 12.

5

RITRACT LIMITED ABN 28 106 353 253

CONDENSED BALANCE SHEET AS AT 31 DECEMBER 2007

Notes
Current Assets
Cash assets
Receivables
Other
Total Current Assets
Non Current Assets
Property, plant and equipment
Total Non Current Assets
Total Assets
Current Liabilities
Bank overdraft
Payables
Total Current Liabilities
Total Liabilities
Net Liabilities
Equity
Issued capital
4
Option reserve
Accumulated losses
Parent entity interest
Total Deficiency in Equity
Consolidated
Consolidated
31 Dec 2007
$
30 June 2007
$ -
48,537
-
1,920
22,669
61,046
22,669
111,503
26,461
143,433
26,461
143,433
49,130
254,936
1,202
-
502,284
460,462
503,486
460,462
503,486
460,462
(454,356)
(205,526)
16,103,484
16,103,484
385,269
385,269
(16,943,109)
(16,694,279)
(454,356)
(205,526)
(454,356)
(205,526)

This consolidated balance sheet is to be read in conjunction with the notes to the half-year financial statements set out on pages 9 to 12.

6

RITRACT LIMITED ABN 28 106 353 253

CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2007

Total equity at the beginning of the half-year
Loss for the half –year
Transactions with equity holders in their
positions as equity holders:
Contributions of equity, net of transaction
costs
Total equity at the end of the half-year
Total recognised income and expense for the
half-year is attributable to:
Members of the parent entity
Consolidated
2007
$
2006
$ (205,526)
3,063,796
(248,830)
(1,766,436)
-
677,426
(454,356)
1,974,786
(248,830)
(1,766,436)

The consolidated statement of changes in equity should be read in conjunction with the accompanying notes on pages 9 to 12.

7

RITRACT LIMITED

ABN 28 106 353 253

CONDENSED CASH FLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Cash flows from operating activities
Cash received from customers
Interest received
R&D tax offset income
Total income
Payments to suppliers and employees
Net cash provided/(used in) operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds on sale of equipment
Net cash provided/(used in) investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Borrowings
Net cash provided/(used in) financing activities
Net (decrease)/increase in cash held
Cash at the beginning of the financial period
Cash at the end of the financial period
Consolidated
Consolidated
2007
$
2006
$ -
16,020
218,756
10,527
2,233
-
234,776
12,760
(286,532)
(1,518,113)
(51,756)
(1,505,353)
-
(40,022)
2,017
-
2,017
(40,022)
-
-
782,131
700,000
-
1,482,131
(49,739)
48,537
(63,244)
415,695
(1,202)
352,451

The consolidated cash flow statement is to be read in conjunction with the notes to the halfyear financial statements set out on pages 9 to 12.

8

RITRACT LIMITED ABN 28 106 353 253

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note 1 Summary of significant accounting policies

This general purpose financial report for the interim half year reporting period ended 31 December 2007 has been prepared in accordance with the Corporations Act 2001 and AASB 134 Interim Financial Reporting . Compliance with AASB 134 ensures compliance with IAS 34 Interim Financial Reporting.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, position and cash flows of the consolidated entity as in the full financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2007 and any public announcements made by Ritract Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted are consistent with those detailed in the 2007 Annual Report.

(a) Basis of preparation of half-year financial report

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss and certain classes of property, plant and equipment.

Going concern

The consolidated entity incurred a loss of $ 248,830 for the half-year ended 31 December 2007, has a net asset deficit of $454,356 and has no available cash reserves at balance date. In addition, as noted in Note 6, following an audit by the Australian Taxation Office during the financial period, the ATO advised the company on 21 January 2008 that claims received for Research and Development tax offsets for the 2004 and 2005 financial years by the company and its wholly-owned subsidiary, Glenord Pty Ltd, have been disallowed and that it would be seeking to recover the amounts previously paid to the company ($219,667) and Glenord Pty Ltd ($337,334) together with a penalty of 5% of these amounts. The company intends to appeal the decision to disallow the claims.

The financial report has been prepared on a going concern basis due to the following reasons:

  • The company currently has access to unsecured loan funds from a related party to allow it to meet its debts as and when they fall due.

  • As announced to the ASX on 22 February 2008, the company is in the advanced stages of a restructuring which will allow it to raise capital and re-list on the ASX. The restructuring proposal is subject to shareholder approval.

To the extent that the consolidated entity is not successful in completing the restructuring there is uncertainty that the consolidated entity will continue as a going concern. The financial report does not include any adjustments relating to the recoverability and classification of asset amounts or to the amounts and classification of liabilities that might be necessary should the entity not continue as a going concern.

9

RITRACT LIMITED ABN 28 106 353 253

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note 1 Summary of significant accounting policies (continued)

(b) Principles of consolidation

Subsidiary

The consolidated financial statements incorporate the assets and liabilities of the subsidiary of Ritract Limited (the ''company'' or ''parent entity'') as at 31 December 2007 and the results of the subsidiary for the half-year then ended. Ritract Limited and its subsidiary together are referred to in this financial report as the Group or the consolidated entity.

Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Subsequent to 31 December 2007 Glenord Pty Limited has entered into voluntary administration as Ritract Limited has withdrawn financial support for the company. Glenord Pty Limited incurred a net loss of $6,000 for the period, did not trade for the period and has negative net assets of $2.3m comprising mainly loans due to Ritract Limited which have been fully impaired by Ritract.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(c) Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

10

RITRACT LIMITED ABN 28 106 353 253

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note 2 Revenue

ote 2 Revenue
Revenue from continuing operations
Other revenue
- Sale of product
- Interest received
Total Revenue from continuing operations
Half-year
2007
$
2006
$ -
10,527
16,020 2,233
16,020 12,760

Note 3 Income Tax Benefit

Half-year Half-year
2007 2006
$ $
R & D tax offset received 218,756
-
Note 4 Issued Capital
Ordinary Shares
Half-year Half-year
2007 2006 2007 2006
Shares Shares $ $
Balance at the
beginning of the
period 117,823,307 91,646,942 16,103,484 14,113,929
Issues of ordinary shares during the half-year
Entitlement issue - 9,776,640 - 782,131
Less costs of
raising capital - - - (104,705)
- 9,776,640 - 677,426
Balance at the
end of the
period 117,823,307 101,423,582 16,103,484 14,791,355

11

RITRACT LIMITED ABN 28 106 353 253

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007

Note 5 Segment Information

Business and Geographical Segment

The sole activity of the company is that of commercialisation of a range of specialised syringes to meet the growing worldwide demand for safe, single use, automatically disabling and retractable syringes. The company through its acquisition of compatible medical device technology and intellectual property is also developing and marketing innovative patented products and technologies, and as such represents only one reportable and geographical segment.

Note 6 Subsequent Events

The company received a Research and Development tax offset claim for the 2004 and 2005 financial years. Following an audit by the Australian Taxation Office during the financial period, the ATO advised the company on 21 January 2008 that these claims had been disallowed and that it would be seeking to recover the amounts previously paid to the company ($219,667) and its wholly-owned subsidiary, Glenord Pty Ltd ($337,334) together with a penalty of 5% of these amounts. The company intends to appeal the decision to disallow the claims.

On 15 February 2008 the company placed its subsidiary Glenord Pty Ltd in voluntary administration as it could no longer provide it with financial support to continue trading. This has no impact on the consolidated results for the six months ended 31 December 2007 as Glenord did not trade during this period and its net assets have been fully impaired as at 30 June 2007.

12

RITRACT LIMITED ABN 28 106 353 253

DIRECTORS’ DECLARATION

In the opinion of the Directors of Ritract Limited :

  1. the financial statements and notes set out on pages 5 to 12 :

  2. (a) give a true and fair view of the financial position of the consolidated entity as at 31 December 2007 and of its performance for the half-year ended on that date; and

  3. (b) comply with Accounting Standard AASB 134 “Interim Financial Reporting” and the Corporations Regulations 2001; and

  4. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Board of Directors:

==> picture [114 x 65] intentionally omitted <==


Director

Sydney, 29 February 2008

13

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of RITRACT LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report, which comprises the condensed balance sheet as at 31 December 2007, the condensed income statement, condensed statement of changes in equity, condensed cash flow statement and notes to the financial statements for the half-year ended on that date, and the directors’ declaration, of Ritract Limited and the entities it controlled during the half-year ended 31 December 2007 (“consolidated entity”).

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 , including giving a true and fair view of the company’s financial position as at 31 December 2007 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Ritract Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

14

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001 has been provided to the directors of Ritract Limited on 29 February 2008.

Qualified Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half year financial report of Ritract Limited is not in accordance with the Corporations Act 2001, including:

  • (a) giving a true and fair view of the consolidated entity’s financial position at 31 December 2007 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Inherent Uncertainty Regarding Continuation as a Going Concern

Without qualification to the conclusion expressed above, attention is drawn to the following matter:

As discussed in Note 1 (a) to the half-year financial report, the consolidated entity is dependent on access to unsecured loan funds from a related party and the completion of a successful restructuring proposal to enable it to continue as a going concern. To the extent that the consolidated entity is not successful in either securing access to the unsecured loan funds or completing the restructuring proposal, there is significant uncertainty that the consolidated entity will continue as a going concern.

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HLB MANN JUDD Chartered Accountants

==> picture [187 x 63] intentionally omitted <==

Perth, Western Australia 29 February 2008

L DI GIALLONARDO Partner

15