CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) ABN 47 081 797 033 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
CONTENTS Page CORPORATE INFORMATION 1 DIRECTORS REPORT 2 AUDITOR S INDEPENDENCE DECLARATION 3 STATEMENT OF COMPREHENSIVE INCOME 4 STATEMENT OF FINANCIAL POSITION 5 STATEMENT OF CHANGES IN EQUITY 6 STATEMENT OF CASH FLOWS 7 NOTES TO THE CONDENSED FINANCIAL STATEMENTS 8 DIRECTORS DECLARATION 10 INDEPENDENT AUDITOR S REVIEW REPORT 11 CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd ) HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011 ABN 47 081072 350 817
CORPORATE INFORMATION DIRECTORS Mr H Fung (Chairman) Mr N Taylor Mr A Lekkas Mr D Ainsworth COMPANY SECRETARY Ms E Kestel REGISTERED OFFICE Level 2 Spectrum 100 Railway Road Subiaco WA 6008 PRINCIPAL PLACE OF BUSINESS Level 2, Spectrum 100 Railway Road Subiaco WA 6008 AUDITORS Johnston Rorke Level 30, Central Plaza One 345 Queen Street Brisbane QLD 4000 SHARE REGISTRY Security Transfer Registrars 770 Canning Highway Applecross WA 6153 ASX CODES Shares CUI COUNTRY OF INCORPORATION AND DOMICILE Australia CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 1 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
DIRECTORS REPORT Your directors submit their report for the half-year ended 31 December 2011. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: DIRECTORS The names of the Company s directors in office during the half-year and until the date of this report are as below. Name Period of directorship Mr H Fung Appointed 12 January 2011 Mr N Taylor Appointed 12 January 2011 Mr A Lekkas Appointed 12 January 2011 Mr D Ainsworth Appointed 10 December 2011 REVIEW OF OPERATIONS Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) is an Australian public company listed on ASX (ASX code: CUI). As at the current date the Company s shares remain suspended. In previous periods the Company s operations involved management of senior s rental accommodation villages. On 30 July 2009, pursuant to a special resolution passed at a general meeting of shareholders, the Company was placed into voluntary members winding up. During the period from 30 July 2009 to 28 June 2010 the affairs of the Company were controlled by the appointed liquidators. On the 28 June 2010 the directors successfully applied to the Supreme Court of Queensland and removed the Company from liquidation. The Company was removed from liquidation to be structured as a listed shell for the purpose of seeking a new business to be acquired and relisting the Company s shares on ASX in conjunction with a proposed capital raising. Since being released from liquidation the Company has asked its shareholders to consider a number of proposals regarding its capital structure, the most recent being in December 2011. At a general meeting of shareholders on 9 December 2011, shareholders approved a consolidation of the Company s share capital and the acquisition of the exclusive rights to the Hidro+ clean energy technology from Pacific Energy International Pty Ltd. Under the proposal Pacific Energy International will receive 62.1 million shares in the Company (approximately 74% of the Company s issued capital post acquisition). The acquisition is conditional on a number of matters including the Company issuing a prospectus to raise capital of at least 3 million. Pacific Energy International also agreed to fund the costs involved in the restructure and reinstatement of the Company on ASX. These costs were initially estimated to be 880,000 (inclusive of GST). The funds received from Pacific Energy International for this purpose is to form part of the minimum capital raising, that is, Pacific Energy International is to subscribe for shares in the capital raising equivalent to the amount owed to them for funding the restructure and reinstatement costs. As a result of the 20:1 share consolidation on 9 December 2011, the Company s share capital reduced from 36,473,650 ordinary shares to 1,823,683 ordinary shares. SIGNIFICANT EVENTS AFTER THE REPORTING DATE Refer note 6 of the financial statements for details of significant events after the reporting date. AUDITOR S INDEPENDENCE DECLARATION The auditor s independence declaration under section 307C of the Corporations Act 2001 for the half-year ended 31 December 2011 is attached to this report. Signed in accordance with a resolution of the Board of Directors. Harry Fung Director Dated 18 May 2012 CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 2 HALF-YEAR REPORT 31 DECEMBER 2011
The Directors Centium Electric Limited Level 2 Spectrum 100 Railway Road Subiaco WA 6008 Level 30, Central Plaza One 345 Queen Street Brisbane Q 4000 GPO Box 1144 Brisbane Q 4001 Ph 07 3222 8444 / Fax 07 3222 8300 Website www.jr.com.au Email jr@jr.com.au Auditor s Independence Declaration As lead engagement partner for the review of Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) for the half-year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been: (i) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and (ii) no contraventions of any applicable code of professional conduct in relation to the review. JOHNSTON RORKE Chartered Accountants RCN WALKER Partner Brisbane, Queensland 18 May 2012 Liability limited by a scheme approved under Professional Standards Legislation CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 3 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 Note 31 Dec 2011 31 Dec 2010 Revenue and other income - - Expenses Employee benefits (directors fees) 18,000 - Corporate advisory fees 2 681,819 - Consulting and professional fees 91,474 34,424 Finance costs - - Other expenses 8,483 13,474 799,776 47,898 Loss before income tax expense (799,776) (47,898) Income tax expense - - Loss for the half-year (799,776) (47,898) Other comprehensive income / (loss) - - Total comprehensive income / (loss) for the year (799,776) (47,898) Basic and diluted earnings per share (cents per share)* (43.85) (2.86) *The weighted average number of ordinary shares has been adjusted to take into account the effect of the 3:1 share consolidation on 2 February 2011 and the 20:1 share consolidation on 9 December 2011. The statement of comprehensive income should be read in conjunction with the accompanying notes. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 4 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011 ASSETS Note 31 December 2011 30 June 2011 Current Assets Cash and cash equivalents 5,013 4,426 Trade and other receivables - GST 90,455 15,818 Total Current Assets 95,468 20,244 TOTAL ASSETS 95,468 20,244 LIABILITIES Current Liabilities Trade and other payables 2 769,000 66,000 Borrowings 3 265,000 93,000 Total Current Liabilities 1,034,000 159,000 TOTAL LIABILITIES 1,034,000 159,000 NET DEFICENCY (938,532) (138,756) EQUITY Contributed equity 9,123,561 9,123,561 Reserves 808,443 808,443 Accumulated losses (10,870,536) (10,070,760) DEFICENCY IN EQUITY (938,532) (138,756) The statement of financial position should be read in conjunction with the accompanying notes. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 5 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 Contributed equity Share based payments reserve Accumulated losses Total equity Balance at 1 July 2010 9,113,561 808,443 (9,919,403) 2,601 Loss for the period - - (47,898) (47,898) Total comprehensive income for the period - - (47,898) (47,898) Balance at 31 December 2010 9,113,561 808,443 (9,967,301) (45,297) Balance at 1 July 2011 9,123,561 808,443 (10,070,760) (138,756) Loss for the period - - (799,776) (799,776) Total comprehensive income for the period - - (799,776) (799,776) Balance at 31 December 2011 9,123,561 808,443 (10,870,536) (938,532) The statement of changes in equity should be read in conjunction with the accompanying notes. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 6 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 Cash flows from operating activities Note 31 December 2011 31 December 2010 Receipts in course of operations - - Payments in course of operations (171,413) (122,811) Interest received Finance costs - - - - Net cash outflow from operating activities (171,413) (122,811) Cash flows from investing activities - - Cash flows from financing activities Proceeds from convertible loan 200,000 - Proceeds from borrowings Pacific Energy International 50,000 - Proceeds from borrowings - directors - 60,000 Repayment of borrowings - directors (78,000) - Net cash inflows from financing activities 172,000 60,000 Net increase/(decrease) in cash and cash equivalents 587 (62,811) Cash and cash equivalents at beginning of period 4,426 62,953 Cash and cash equivalents at end of period 5,013 142 The condensed cash flow statement should be read in conjunction with the accompanying notes. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 7 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued) FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation This general purpose financial report for the half-year reporting period ended 31 December 2011 has been prepared in accordance with the Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 30 June 2011 and any public announcements made by Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) during the interim reporting period, in accordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted in this interim financial report are the same as those policies applied in the 2011 Annual Report. 2. PAYABLES 31 December 2011 Trade payables & accruals 35,000-30 June 2011 Directors fees 84,000 66,000 Corporate advisory fees 650,000-769,000 66,000 Corporate advisory fees of 750,000 (inclusive of GST) was paid/payable to a third party for recapitalisation costs of which 650,000 was on-paid by the advisor to the initial investment group who funded the Company s removal from liquidation. Since balance date the Company has paid 450,000 of the amount owing with the balance payable on receipt of further funding from Pacific Energy International Pty Ltd see Note 7. 3. BORROWINGS Convertible loan Periwinkle Investments Pty Ltd 200,000 - Loans from directors - 78,000 Loans from Pacific Energy International Pty Ltd 65,000 15,000 265,000 93,000 In 2011 the current directors, Mr Fung, Mr Taylor and Mr Lekkas loaned the Company 78,000. The loans were unsecured, interest free and repayable on demand. These loans were repaid during the December 2011 half-year. On 11 July 2011 the Company entered into a convertible loan agreement for 200,000 with Periwinkle Investments Pty Ltd, a company associated with Harry Fung, a director of the company. The loan was unsecured, interest free and is convertible into 20 million ordinary shares post consolidation. In March 2012 the loan was converted into 20 million ordinary shares see Note 6. The loan from Pacific Energy International Pty Ltd is unsecured and interest free. The loan is to be repaid through the subscription of shares by Pacific Energy International in the proposed capital raising for a minimum of 3 million. Since balance date, Pacific Energy International has advanced a further 595,000 to the Company see Note 7. 4. SEGMENT INFORMATION The directors have considered the requirements of AASB 8-Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources and have concluded that at this time there are no separately identifiable segments. Following adoption of AASB 8, the identification of the company s reportable segments has not changed. During the period, the company considers that it has only operated in one industry and one geographical area being Australia. 5. CONTINGENT LIABILITIES There have been no changes in contingent liabilities since the last annual reporting date. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 8 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (continued) FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 6. EVENTS AFTER THE REPORTING DATE 20 million ordinary shares were issued on 9 March 2012 in respect of the conversion of the 200,000 loan from Periwinkle Investments Pty Ltd. The shares were issued to Periwinkle (5 million) and others as nominated by Periwinkle. The Company is still in the process of preparing a Prospectus for the purposes of re-listing its shares on ASX and raising capital. Movement in Equity Since 31 December 2011 the following changes in equity have occurred: Date No of Shares Issue Price (cents) Balance 31 December 2011 1,823,683* 9,123,561 Loan conversion Mar-12 20,000,000 0.01 200,000 Advisor payment Mar-12 200,000 0.04 8,000 Balance 30 April 2012 22,023,683 9,331,561 *post 20:1 share consolidation The 62.1 million ordinary shares as consideration for the purchase of the exclusive rights to the Hidro+ clean energy licence from Pacific Energy International Pty Ltd are yet to be issued. The issue of these shares is subject to a minimum capital raising of 3 million. 7. ONGOING OPERATIONS At 31 December 2011 current liabilities (1,034,000) exceeded current assets (95,468) by 939,532. Since balance date there has been various movement in liabilities as a result of further funds being advanced by Pacific Energy International as summarised below. Owing @ 31 Dec-11 Cash 000 Payments Issue of shares Loans received Owing @ 30 Apr-12 Movement in liabilities Director s fees payable 84 (65) - - 19 Corporate advisory fees 650 (450) - - 200 Loan Convertible notes 200 - (200) - - Loan Pacific Energy International 65 - - 595 660 999 (515) (200) 595 879 The loan owing to Pacific Energy International is to be repaid from the proposed minimum capital raising of 3 million. Pacific Energy International is to subscribe for shares in the Company equivalent to the balance of the loan provided to fund the restructure and reinstatement costs. The shares allotted to Pacific Energy International is to form part of the 3 million minimum capital raising. The funding of these costs was agreed to by Pacific Energy International as part of the proposal to acquire the Hidro+ clean energy licence. The costs were initially estimated to be 880,000 (inclusive of GST) of which 660,000 has been funded to date. Pacific Energy International has agreed to provide further funds of 300,000 to pay the remaining liabilities required to re-list the Company on ASX and complete the minimum capital raising. Should the capital raising not proceed, the funds would remain a liability of the Company pending further re-capitalisation proposals. Given the above, the company s ongoing operations are dependent on future capital raisings and, until then, the support of Pacific Energy International. The financial statements have been prepared on a going concern basis, although the Company currently is not trading and its only activity is to seek re-listing on ASX through the acquisition of the Hidro+ clean energy license and minimum capital raising of 3 million. CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 9 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
DIRECTORS DECLARATION FOR THE HALF-YEAR ENDED 31 DECEMBER 2011 In accordance with a resolution of the directors of Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd), I state that: In the opinion of the directors: (a) The financial statements and notes of the economic entity, as set out on pages 4 to 9. (i) (ii) comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations; and give a true and fair view of the economic entity s financial position as at 31 December 2011 and of its performance for the half-year ended on that date. (b) Based in the information set out in Note 7, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. On behalf of the Board Harry Fung Director Dated 18 May 2012 CENTIUM ELECTRIC LIMITED (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) 10 HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2011
INDEPENDENT AUDITOR S REVIEW REPORT To the Members of Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) Report on the Half-Year Financial Report We have reviewed the accompanying half-year financial report of Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd), which comprises the statement of financial position as at 31 December 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration. Directors' Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error. 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 a 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 half-year 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 2011 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 Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd), 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. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. Liability limited by a scheme approved under Professional Standards Legislation
Basis for Qualified Conclusion The company entered liquidation on 30 July 2009 and exited liquidation on 28 June 2010. None of the current directors were on the company s board at the time. The Company has been unable to provide books and records in sufficient detail to constitute appropriate audit evidence for that period. Additionally, there are no current management personnel with knowledge of the Company s affairs relating to that period. As such, we have been unable to conduct audit procedures in respect of the balance sheet as at 30 June 2010. Accordingly, we issued a disclaimer of opinion on the financial report for the year ended 30 June 2010. Since opening balances enter into the determination of the financial performance and cash flows, we are unable to determine whether adjustments might have been necessary in respect of the income for the comparative half-year ended 31 December 2010 as reported in the statement of comprehensive income and the net cash flows reported in the statement of cash flows. Qualified Conclusion Based on our review, which is not an audit, except for the effect, if any, on the comparatives for the preceding corresponding period that may result from the qualification in the Basis for Qualified Conclusion paragraph, we have not become aware of any matter that makes us believe that the half-year financial report of Centium Electric Limited (formerly FTD Corporation Ltd and Fig Tree Developments Ltd) is not in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the company s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001. Emphasis of Matter Without modifying our opinion, we draw attention to Note 7 in the financial report, which indicates that as at 31 December 2011, the company s current liabilities exceed its total assets by 938,532. These conditions, along with other matters as set forth in Note 7, indicate the existence of a material uncertainty that may cause significant doubt about the company s ability to continue as a going concern and therefore, the company may be unable to realise its assets and discharge its liabilities in the normal course of business. JOHNSTON RORKE Chartered Accountants RCN WALKER Partner Brisbane, Queensland 18 May 2012