Aspermont Limited
Information for Industry
A N N U A L R E P O R T 2 0 0 8
www.aspermont.com
Contents
Chairman’s Review
The Year in Review
Chief Executive Officer’s Report
Financial Highlights
Operational Highlights
Company Profile
The Newsroom
The Leadership Team
Corporate Directory
Director’s Report
Corporate Governance Report
Auditor’s Independence Declaration
Financial Statements
1
2
3
4
5
6
13
14
15
16
21
23
24
Directors
Andrew Leslie Kent
John Stark
Lewis George Cross
Registered Office
613-619 Wellington St, Perth WA 6000
Telephone: (08) 6263 9100
Facsimile: (08) 6263 9148
Bankers
ANZ Banking Group Limited
8 / 287 Collins St, Melbourne VIC 3000
Company Secretary
Henry Thong
Postal Address
PO Box 78, Leederville WA 6902
Officers
Colm O’Brien – Chief Executive Officer
Chris Bond – Chief Operating Officer (AUS)
Mark Davies – Head of Group Strategy
David Nizol – Chief Executive Officer (UK)
Henry Thong – Chief Financial Officer
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
110 Stirling Hwy, Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Solicitors
Steinepreis Paganin
Level 4, Next Building
16 Milligan St, Perth WA 6000
Auditors
MSI Marsdens
565 Hay St, Daglish WA 6008
Board of Directors
Andrew Kent
Chairman
John Stark
Non Executive Director
Lewis Cross
Non Executive Director
Henry Thong
Company Secretary
Chairman’s Review
Dear Fellow Shareholders,
Aspermont Limited completed a strong year in 2007-08.
Established products enjoyed sustained forward bookings, high cash flows, strong revenue improvement and
advancing margins throughout the year.
The gradual and successful conversion from forecasts to actual during the first and second quarter encouraged
your board to pursue an invitation to purchase the not-as-yet held portion of Mining Communications Ltd, the
outstanding London-based mining publisher with great iconic brands such as Mining Journal and Mines and Money.
For this exercise, your board and CEO engaged the assistance of merchant bankers Pitt Capital Partners and
ANZ Bank to mobilise the Group’s balance sheet.
The MCL acquisition and the purchase of 49% of Tonkin Corporation witnessed an enormous step for your company
onto a better global footing. Aspermont’s related products now enjoy presence in Perth, London, Sydney, New York,
Hong Kong and Singapore.
For practical reasons, the Group auditors insisted on a strong writing up of goodwill assets as Aspermont’s basket of
mastheads surged.
The 2007-08 success is a direct credit to the ongoing hardworking CEO and management team with the help of
strong operating conditions. The upcoming year’s budget has been delivered with measured optimism. Our two key
development products will enjoy strong investment, as profits, cash flow and banking facilities will be balanced
between opportunity and prudence.
To meet the continued challenge of adulthood Aspermont Limited will look to expand its board. Leaning forward will
be the order of the day.
In celebration I would like to confirm that your board at this stage has declared a dividend of 0.13c per share.
In closing, might I again thank you for permitting me to chair our company.
Yours sincerely,
Andrew Kent
Chairman
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
1
The Year in Review
• The 100% acquisition of Mining Communications Limited,
a UK-based resources publishing company that owns several
market-leading publications and conferences, including
Mining Journal and Mines and Money
• The increase in the number of conferences managed under
the company’s subsidiary, Resourceful Events, and our 49%
ownership of Tonkin Corporation
• Significant ongoing investment in information systems to ensure
the company is at the forefront of publication management
• The launch of Australia-China Mining Review, a dual-language
(Mandarin and English) mining magazine published under a joint
venture by Aspermont and the China Coal Information Institute
(CCII)
• The commencement of a joint venture with the Kondinin Group
and Grain Growers Association, both with strong membership
bases, to grow information product into the agricultural sector
• The successful re-launch of Coal USA Magazine in the US
marketplace (formerly known as American Longwall Magazine)
• Expansion into vertical search engines with the launch of four
vertical search engines for the mining, construction, oil & gas,
and supply chain industry sectors, in conjunction with partner
Convera Ltd
• The large growth of SuperLiving’s readership, strengthening the
company’s position in the lucrative over-45s consumer market
2
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
CEO’s Report
Dear Fellow Shareholders,
I am pleased to present to you my report on operations for the year ended 30 June 2008 and
my thoughts on the future direction of the company.
This financial year has been the most important one in Aspermont’s recent history. We have
completed our shift from a relatively traditional publisher to being a fully integrated media
company with significant operations both in Australia and the UK.
We have continued to invest in our overall infrastructure in terms of people, systems and
processes. This year we have also developed a robust strategic plan and associated initiatives.
Our existing business has performed incredibly well both in terms of our established products and those that we are
presently incubating. We continue to build our reputation as a provider of leading channels of information and news
through some of Australia’s leading print, online and conferencing media.
During the year we acquired Mining Communications Limited, which includes the global brands of Mining Journal
and the leading European conference Mines and Money. The UK operation now provides an enormous opportunity to
ensure we remain a key global player in mining information. From this base we can continue to expand both in terms
of geography, industry sectors and information channels.
Coupled with the UK acquisition, we also took a 49% stake in Tonkin Corporation, a leading Australian seminar
business with a focus on compliance, management and related topics. This profitable business continues to expand
with a presence in New York and Singapore.
Our recently announced move into the lucrative agriculture sector with the Kondinin Group and the Grain Growers
Association aligns to our strategy of mitigating overexposure to any one sector.
From an investor relations perspective, we are implementing a series of initiatives to ensure shareholders, and indeed
prospective investors, can remain up-to-date on the myriad of activities within the Group.
During the year, the Board reviewed the “Principles of Good Corporate Governance and Best Practice
Recommendations” as issued by the ASX Corporate Governance Council and initiated various improvements
to enhance its governance framework. Separate committees, the Audit & Risk Committee and Remuneration
Committee, were formed to consider matters previously considered under general Board business.
Finally, I would like to take the opportunity to thank all our staff who continue to drive forward all aspects of the
Group. Our culture is to foster personal development and ensure that we can continue to create opportunities for our
staff to progress their careers with Aspermont Limited.
In conclusion, allow me to thank again the staff and management, our loyal readership and advertising base, and of
course all our loyal shareholders.
I remain confident that the business will continue to outperform this financial year albeit in more volatile markets
and I look forward to providing updates as we progress through this financial year.
Yours sincerely,
Colm O’Brien
Chief Executive Officer
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
3
Financial Highlights
Publishing
Revenue
2008
2007
2006
2005
($000)
$14,380
$10,430
$8,260
$6,109
($000)
$1,695
$3,018
EBITDA
Publishing
2008
2007
2006
2005
$606
$1,278
Operating
Revenue
2008
2007
2006
2005
($000)
$9,226
$6,831
$19,263
$13,970
EBITDA
Consolidated
2008
2007
2006
2005
$1,145
$739
($000)
$4,037
$2,806
Market
Capitalisation
2008
2007
2006
2005
$12,599
$22,827
($000)
$79,336
$77,728
Earnings
Per Share
2008
2007
2006
2005
0.448c
(cents)
1.169c
1.048c
1.022c
4
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Operational Highlights
Group Profit
($m)
PBT adjusted for full-year MCL
results and new product development
PBT adjusted for new product
development
Reported Profit before tax (PBT)
6
5
4
3
2
1
28
25
Net Profit
Per Employee
($k)
* 2008 values are
adjusted for part-year
acquisition of MCL
12
10
2005
2006
2007
2008
2005
2006
2007
2008
The Group Profit graph above shows our reported profit plus (1) the impact of new product development costs
and (2) the normalised MCL profit
12
10
8
6
4
2
0
5
4
3
2
1
0
-1
2.0
1.5
1.0
0.5
0.0
Print Publishing ($m)
Revenue
Profit
2005
2006
2007
2008
Online Publishing ($m)
Revenue
Profit
2005
2006
2007
2008
Conference ($m)
Revenue
Profit
2005
2006
2007
2008
Print Publishing remains a stable contributor to Aspermont’s results.
Organic growth in terms of new magazines and value-add supplements
remains part of the ongoing strategy. Three new mastheads were
launched in the last 18 months.
Aspermont’s success in the online channel has always been based on
continued reinvestment into new sectors and functionality.
With the online channel now firmly in profit, the previous investment
in IT infrastructure will contribute strongly to overall profit growth.
Aspermont’s involvement in conferencing commenced in 2005/06
through the launch of Resourceful Events. Growth in this channel is very
robust and Aspermont has since expanded its meeting place presence
with part-acquisition of the leading seminar provider Tonkin Corporation
(Australia, USA and Singapore) and the lucrative Mines and Money
brand in London and Hong Kong.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
5
The Company Profile
Aspermont’s primary business is the production of Business to Business (B2B) information services
across the resource, construction and related sectors, delivered through print, conferencing and online
media channels. Aspermont has also ventured recently into the consumer market with Business to
Consumer (B2C) publications. These are complemented with a suite of additional service offerings
including industry-specific search engines, archives and directories, tailored editorial facilities and
graphic design capability.
Aspermont offers its readers independent and newsworthy insight into carefully selected target
markets, while offering its advertising partners end-to-end targeted advertising solutions through its
print, online, conferencing and complementary service channels.
Aspermont is Australia’s largest resource industry media group with a significant global presence.
Aspermont directly employs circa 150 people across offices in Australia, the United Kingdom and America.
Over recent years, Aspermont has made a number of key, complementary acquisitions to expand its
business, and continues to look for growth through various opportunities across both industries and
geographies.
Global Expansion
In April 2008 Aspermont reached
a key milestone in its global
expansion, with the acquisition of
UK-based Mining Communications
Limited (MCL), one of the world’s
longest-established mining
publishers and conference groups,
with clear synergies with the
existing business in Australia. MCL
is the publisher of the 173-year-old
Mining Journal and organiser of the
internationally acclaimed Mines
and Money conference series.
The integration of the two
businesses has created a global
mining information offering across
print, online, conferencing and
other information services, while
also providing the opportunity to
develop a platform from which
to promote products and services
into new and existing geographic
markets for Aspermont.
Aspermont as a combined company
now has in excess of 40 products
and circa 150 staff.
Having a sound strategic platform in
place ensures that the company is well
positioned to continue on its growth path
Mark Davies, Group Strategy
6
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Introducing the Group Strategy…
From a strategy perspective, 2007-08 has been a significant year for Aspermont, with numerous
key elements put in place to ensure future company activities build on the formidable base
already created, while still being fully aligned to desired future goals. Once established, and of
course maintained, clarity of strategy flows throughout every facet of the company, providing firm
foundations to move forward with confidence.
ASPERMONT - STRATEGIC OVERVIEW (2008 – 2012)
ASPERMONT PURPOSE
To engage efficiently, responsibly and profitably in satisfying the growing demand for trusted, relevant and timely information
ASPERMONT VISION
To be a leading information service provider in diversified and niche sectors, offering a full suite of integrated services
ASPERMONT STRATEGY
CONTINUED GROWTH
(via organic growth, acquisition, and/or joint venture)
ASPERMONT STRATEGY
Leverage Channel
Integration Capability
Mitigate Market
Cycle Impacts
Develop New
Service Global
Products & Services
Sector Communities
International
Expansion
(cid:120)
(cid:120)
Implement optimum
infrastructure to
support fully
integrated services
(cid:120)
Establish
products/services in
new industry
sectors
Develop new
opportunities that
leverage knowledge
of existing sectors
(cid:174)
(cid:174)
(cid:120)
(cid:120)
Develop market
leading research &
development
capability
Utilise database and
technology platform
functionality to
increase customer
loyalty
(cid:174)
(cid:120)
Leverage existing
successful sector
products/services to
similar audiences in
mature markets
(cid:120)
Develop strategic
approach for
emerging markets
(cid:174)
(cid:120) Maximise advertising
opportunities created
by leveraging
‘Group’ database
DEVELOPING
OUR PEOPLE
CRITICAL
SUCCESS FACTORS
People
Performance
Culture
We value our people, encouraging personal &
professional growth and a healthy work-life balance
We are committed to delivering outstanding
performance, providing challenging targets
at the company, team and individual level
We work in a culture that fosters teamwork,
innovation and initiative, enabled through a
sense of fun and respect for each other
Customer Focus
Quality Implementation
Engaged People
Teamwork in Delivery
The Aspermont Story
By the work undertaken to understand our business of tomorrow, we have developed a greater understanding of the Aspermont
of today – with our recently redeveloped Aspermont.com website providing tangible evidence of this corporate evolution.
Improved Communications
Establishment of a clear picture regarding the future direction of the company has provided the foundation for understanding its
ongoing progress, thereby allowing us to communicate with substance – the Aspermont CEO quarterly update is just one element
of a more structured investor relations strategy currently being put in place.
KPI Development
Having a clear strategy has provided the opportunity to benchmark current activities to ensure required contribution, as well as
allowing the establishment of clear, strategically aligned key deliverables, activities and associated responsibilities through all
roles within the company.
Target Operational Model Development
Through understanding its planned future growth aspirations and required activities, the company has been able to develop a
view of its most appropriate supporting business infrastructure going forward – key to ensuring continued support for all aspects
of the Group into the future.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
7
The Company Profile continued
RESOURCESTOCKS
RESOURCESTOCKS
RESOURCESTOCKS
RESOURCESTOCKS
RESOURCESTOCKS
Channels and Services
Aspermont currently has a suite of sector-based products and service
offerings (predominantly in B2B) that are delivered through the following
media channels:
Print
Aspermont has a reputation for providing objective industry-based information,
supplied by a team of experienced and skilled journalists. The company’s industry
opinions are independent and well respected in the marketplace and its current
established publications are acknowledged as leaders in their respective sectors.
Aspermont publishes 17 key print magazines, including Mining Journal, founded in
1835, and Australia’s Mining Monthly.
Online
Aspermont has been an active player in online B2B information for nearly 10 years,
with its flagship brand MiningNews.net growing to become the leading Australian
brand of online news for the mining sector. Aspermont continually refreshes and
evolves its online product offerings for readers and advertisers, ensuring it remains
a leader in its field.
Conferences
Aspermont launched its own
conferencing business in 2005/06
under the banner of Resourceful Events
and within three years of operation
the business has delivered more than
25 conferences and seminars.
The Excellence series of conferences are
already viewed as leading conferences
in their field.
With the acquisition of MCL in 2008,
Aspermont has expanded its conference
portfolio. The Mines and Money brand
delivers the leading mining investment
events, bringing global mining and
finance together. The 20:20 Investor
Series is a succession of half-day
seminars that explain the production
and exploration scene to the European
financial community.
resourceful
E
V
E
N
T
S
For a complete view of the Aspermont profile, please visit our recently relaunched
website www.aspermont.com.
8
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Complementary Services
In addition to its core offerings, Aspermont offers complementary
value-add services to existing customers.
Industry Specific Search Engine
Aspermont has recently launched four stand-alone vertical search engines that
correlate directly with the company’s key business sectors. The engines offer users
additional functionality, enabling them to perform faster and more accurate industry
search analyses. Vertical search also offers advertisers the ability to refine the focus
of their marketing campaigns and hone in on key target audiences. User productivity
and advertiser ROI are the central themes of these new search engines.
The vertical search products are:
www.searchmining.net
www.searchpetroleum.net
www.searchsupplychainlogistics.net
www.searchconstruction.net
Editorial Services
Aspermont offers clients editorial support for assistance with newsworthy stories,
press releases, product launches and general campaign advice.
Graphic Design Services
Aspermont offers a graphic design service to companies that meets their particular
advertising needs, including advertisements for both print and online products,
inserts and promotional materials.
Archives and Directories
The company directory offering is a recently launched company search function that
allows users to search for company names and descriptions through the website and
newsletter. There is also a link for further information, which takes the reader to a
second page displaying the stories that have appeared for that company in all of
Aspermont’s products and relevant annual reports.
Developing Products
Aspermont’s portfolio contains a mixture of mature and leading publications and a range of products in the developing
stages of their life cycle. Aspermont carefully targets its new product development into niche sectors that have substantial
growth opportunities. In 2007 Aspermont launched its first truly Business to Consumer publication, SuperLiving
(www.superliving.com.au). The first 12 months have produced an audience of over 30,000 and the future looks even
brighter as SuperLiving establishes penetration in a competitive consumer marketplace, becoming known as one of the
key information sources for its audience.
ACMR red - C0 M100 Y100 K0, PMS 485 ACMR black - C0 M0 Y0 K100
AUSTRALIA-CHINA MINING REVIEW
CRANES LIFTING
WWW.CONSTRUCTIONINDUSTRYNEWS.NET
September 2006
D
N
A
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
9
The Company Profile continued
Associated Companies
Resourceful Events
Resourceful Events was incorporated in 2005 and is the Australian-based events and conference division of Aspermont Limited.
Resourceful Events excels in creating premium high-profile, targeted events and has built a solid reputation for delivering quality
resource-related investment events as well as for organising unique B2B and B2C events for the wider corporate market.
Resourceful Events’ specialty is the design and management of events that help to foster business relationships, which in turn
generate new business in (but not restricted to) the resources sector both in Australia and internationally.
Resourceful Events proudly organises and manages a number of industry-leading events:
• Excellence in Mining & Exploration,
• Excellence in Oil & Gas,
• Carbon Trading: Mechanisms, Markets & Money,
• Excellence in Industrial Water,
• Excellence in Investment: Life Sciences Asia Pacific, and
• Excellence in Investment: Latin America.
www.resourcefulevents.com.au
I N I N D U S T R I A L W A T E R
IN INVESTMENT: LATIN AMERICA
I N O I L A N D G A S
Our vision is to be a leading information
service provider in diversified and niche
sectors, offering a full suite of integrated
services
Colm O’Brien, CEO
10
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Associated Companies
Tonkin Corporation
Tonkin Corporation was incorporated in May 2000 and is a business information
provider offering trend-based conferences and workshops on legal services, financial
services, property, human resources, mining and energy.
Tonkin’s benchmarked research programs synthesise information into high-quality
content which is then offered to time-conscious executives.
Conference topics range from corporate taxation to employment law, and from
company secretarial law and practice to financial services compliance.
www.tonkincorporation.com
WME Media
WME Media is Australia’s leading environment business publisher, with a print and
online presence, covering news, events and issues on the environment.
Aspermont’s partnership with WME enables it to accelerate its growth in the rapidly
expanding environmental management sector, as well as providing the chance to
pursue new market opportunities.
www.wme.com.au
Kondinin Group
Established in 1955, Kondinin Group, a national network of agricultural participants
and stakeholders, has grown to become Australia’s leading agriculture information
provider and independent farm improvement group.
Kondinin publishes Farming Ahead and has over 7,000 paying members, farming
clients, and training, consulting and contract publishing services, ensuring that
farmers have access to the best information available to lift farm efficiency and
productivity.
Aspermont has recently joined with the Kondinin Group and the Grain Growers
Association in a strategic partnership, aimed at developing and growing both
businesses through the synergies generated.
www.kondinin.com.au
CIC
Corporate Intelligence and Communications (CIC) was incorporated in 2007 to
develop corporate services to Aspermont’s business partners and the broader market,
as well as to ensure continued maximisation from realisation of their investment
portfolio.
The scope of CIC’s business includes corporate advisory, public relations and
marketing.
www.corporateic.com
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
11
The Company Profile continued
London Calling
Dear Fellow Shareholders,
It seems like an age since Aspermont Limited and Mining Communications Limited came
together.
Although the marriage took place on March 26, 2008, the reality is that the two
companies have been close for some considerable time. Indeed, the executive team in
London worked long and hard to assist in the deal.
Aspermont has had representation on the MCL Board for over two-and-a-half years, and
the two companies have often shared ideas and experiences.
It is not just the fact that we both have a not inconsiderable toe in the global mining pool (Aspermont as part of its
wider portfolio, Mining Communications exclusively); there is much more that binds the two businesses. Like-minded
thinking, the same work ethic, creativity, immediacy and a desire to ever “up the ante” at all levels brings further
adhesion between the two companies.
The planned integration processes which are designed to streamline, focus and, most importantly, extend marketing
reach and influence are well underway – with several objectives being realised before the anticipated completion
date. All areas of the extended company are included in this review: Advertisement Sales, Subscriptions, Events, IT,
Marketing, Editorial, Corporate and Finance.
Clearly synergies, sharing (in the broadest sense) and resource allocation are under the spotlight, but there is also
much activity and time being expended on the creation of new opportunities. Already events in Dubai and in Russia
have been pencilled in, with Africa also being given serious consideration. RESOURCESTOCKS, with its powerful
footprint in Australia, is merging with World Mining Stocks, which has an equally significant presence in the UK,
Africa, Europe and North America, with the aim of creating a truly powerful global brand. Publications on both
continents are exploring joint venture opportunities in the event sphere, SearchMining.net is already benefiting from
the huge archive and the databases/contacts in London, and the Virtual Exhibition platform is ready to be rolled out
at all the company’s events, and indeed to be let loose on other international exhibition planners and organisers
– mining and other.
The year has started relatively well, despite uncertain economic conditions. Mining Journal is on plan and our first
Mines and Money Asia, which took place in Hong Kong in June of this year, overachieved its budgeted contribution.
All the core publishing products are on or above target. Mines and Money London, our flagship conference in
December 2008, will be the biggest and the best yet, with incredibly strong forward sales already in place.
We are fast approaching the halfway mark in the current financial year. The outlook remains both challenging and
exciting. We have the staff, the products/publications, the commitment and the desire to exceed this year’s annual
budget.
Yours sincerely,
David Nizol
Chief Executive Officer
Aspermont UK
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
The Newsroom
Our people remain the key asset to
Aspermont’s ongoing success
Chris Bond, COO
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
13
The Leadership Team
Colm O’Brien
Chief Executive Officer
David Nizol
Chief Executive Officer
Aspermont UK
Chris Bond
Chief Operating Officer
Rob Barrowman
Publishing Director
Aspermont UK
Henry Thong
Chief Financial Officer
& Company Secretary
Chris Hinde
Editorial Director
Aspermont UK
Mark Davies
Group Strategy
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Corporate Directory
Directors
Andrew Leslie Kent
John Stark
Lewis George Cross
Company Secretary
Henry Thong
Officers
Colm O’Brien – Chief Executive Officer
Chris Bond – Chief Operating Officer
Mark Davies – Group Strategy
David Nizol – Chief Executive Officer (UK)
Henry Thong – Chief Financial Officer
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
110 Stirling Hwy, Nedlands
Western Australia 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Bankers
ANZ Banking Group Limited
8 / 287 Collins St
Melbourne Victoria, Australia 3000
Registered Office
613-619 Wellington St, Perth
Western Australia 6000
Telephone: (08) 6263 9100
Facsimile: (08) 6263 9148
Postal Address
PO Box 78, Leederville
Western Australia 6902
Solicitors
Steinepreis Paganin
Level 4, Next Building
16 Milligan St, Perth
Western Australia 6000
Auditors
MSI Marsdens
565 Hay St, Daglish
Western Australia 6008
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
15
Directors’ Report
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
Your directors present their report on the Company and its controlled entities for the financial year ended 30 June 2008.
Directors
The names and particulars of the directors of the Company at any time during or since the end of the financial year are:
Mr. A.L. Kent
Chairman, age 61, joined the board in 1998. Mr. Andrew Kent is an experienced business manager and corporate advisor with
over 30 years experience in international equities and media. Mr. Kent was the CEO of Aspermont from 2000 to 2005 and holds
considerable knowledge of its products and the market landscape. Mr. Kent holds directorships in Magyar Mining and Water
Resources Group. He is also a member of the Australian Institute of Company Directors.
Mr. L.G. Cross
Non-executive director, age 60, joined the board in 2000. Mr. Lewis Cross is the principal of the accounting firm CrossCorp
Accounting. Mr. Cross is a Certified Practising Accountant, a Fellow of the Institute of Company Directors and holds a Bachelor of
Business degree. He holds directorships in Polaris Metals and Golden State Resources. Mr. Cross is chairman of the Audit & Risk
Committee.
Mr. J. Stark
Non-executive director, age 62, joined the board in 2002. Mr. John Stark is an experienced business manager with experience
and interests across various listed and unlisted companies. He is a member of the Australian Institute of Company Directors.
Mr. Stark is chairman of the Remuneration Committee.
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Company Secretary
The following person held the position of Company Secretary at the end of the financial year:
Mr. H. Thong
Mr. Thong is a Certified Practising Accountant (Fellow) with over 18 years of experience in the profession and commerce.
Mr. Thong holds a Bachelor of Commerce and a Master of Business Administration degree. Mr. Thong is a member of the
Finance & Treasury Association and associate of Chartered Secretaries Australia.
Principal activities
The consolidated group’s principal activities during the year were to develop and grow its various industry-leading mastheads
through a combination of print, online and conference media channels.
There were no other significant changes in the nature of the consolidated group’s principal activities during the financial year.
Operating results
The profit of the consolidated group after providing for income tax and eliminating minority equity interests amounted to
$2.345 million (2007: $1.966 million).
A dividend has been declared of 0.13c per share for the year (2007: 0.13c per share).
16
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Review of operations
The consolidated group continued to build its reputation as the leading B2B publisher for industry in the resources, construction
and related industry sectors through its suite of mature and market-leading print, online and conferencing products.
Print media revenue rose by 43% on an improved margin with subscriptions and advertising support remaining strong.
Forward bookings into 2009 support our view that our market sectors remain robust into 2009.
Online media revenue rose by 25% supported by increased reader traffic volumes and strong support for the quality news
content delivered passively through our web sites and streamed proactively to our subscribers who demand quality content in a
timely manner.
Our conferencing business unit performed well with the expansion of products into new locations and the seeding of new events.
The impact of the investment into Tonkin Corporation (49%) and full consolidation of the Mines and Money series of events
is not fully reflected in the 2008 results due to their deferred accounting impact, and coupled with new events should see the
conferencing business start to form a revenue balance of growing stature and diversity from the overall revenue base in 2009.
The business re-invested profits into new online products, Search.Net and SuperLiving, and the next phase of their development
upon reaching sustained traffic volumes will trigger a stronger stream of advertiser and reader support in 2009. Our corporate
costs contained non-recurrent transaction costs incurred in the acquisition of Tonkin Corporation and Mining Communications
Limited, both of which are positioned to deliver improved returns in 2009 and beyond.
During the year, the parent entity’s investment in New Guinea Energy, obtained through a low level of participation in seed capital
but largely receipt of shares as settlement of services provided through our corporate advisory subsidiary, Corporate Intelligence &
Communications (“CIC”), yielded market value through listing on the ASX in December 2007. Similarly, the investment of CIC time
into Water Resources Group with a low level of seed capital and corporate support will yield market value in a planned listing on
the ASX in October 2008. Notwithstanding current market volatility, the directors believe the underlying asset value across the
range of non-core assets remains strong with minimal core management attention and no ongoing costs to maintain.
In March 2008, Aspermont completed the full acquisition of Mining Communications Limited (“MCL”), which is considered the
UK’s pre-eminent brand in information and news in the resources industry with an international reach through its 175-year-old
Mining Journal and the highly regarded Mines and Money brand and series of conferences. The acquisition provides the group with
a significant global presence and a sound base upon which to expand in the future. The final payment for the transaction was
funded with the fully backed debt support of ANZ of $11 million and the issue of $8 million in Aspermont scrip, which included
stock issues to key management personnel of MCL who remain with the business to move the partnership forward. On a normalised
basis, the acquisition of MCL would have added $13.1 million and $1.9 million to revenue and profit before tax respectively.
Notwithstanding the accounting treatment of the acquisition which incorporated only 1 month of operating revenue and profit,
the consolidated revenue of the Group for the financial period was $19.263 million, up 32% on the prior year. All facets of
operating performance improved on the prior year after absorption of profit re-investment into new product and non-recurrent
transaction costs incurred with acquisition activities.
Financial position
The net assets of the consolidated group have increased from $9.461 million to $18.463 million.
The main factor in the increase was the increment in intangible assets, a conservative valuation of mastheads and write-up of
goodwill flowing from the acquisition of MCL.
Significant changes in state of affairs
The consolidated group made further strategic investments into the professional services conferencing sector with a 49%
investment into Tonkin Corporation, a leading event and training provider operating in Australia, New Zealand, USA, Singapore
and actively exploring other opportunities.
Subsequent to 30 June 2008, the Group entered into a joint venture with the Kondinin Group and Grain Growers Association to
grow information product into the Australian agricultural sector. Both investments are consistent with the Group’s strategic plan
to diversify revenue and industry sector exposure.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
17
Directors’ Report
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
After balance date events
Other than events disclosed in note 23 in the notes to the Financial Statements, there has not been any matter of circumstance
occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of
the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.
Future developments
The consolidated group plans to maintain and grow its market leadership within its mature product range with the proven
formula of quality content and advertising solutions. The markets within which these products operate remain robust; in
particular, the underlying resources, construction and related sectors continue to have a strong growth outlook into 2009.
The consolidated group will continue to seed and invest in new products with a focal point being to bring the new online product
offerings, Search.Net and SuperLiving, into the next phase of their development during 2009.
New sector entry into Agriculture through its partnership with the Kondinin Group and Grain Growers Association will gather
momentum during 2009.
The conference business line will see new product and market exposure through Resourceful Events and Tonkin Corporation.
Their respective successful business models are positioned for wider geographical and industry exposure with fixed overheads
already established in offices in Sydney and New York.
The Perth and London offices will work closely to develop the revenue opportunities and cost synergies presented in the merger
of business interests, and we expect results to flow through to the bottom line during 2009.
Further disclosure regarding likely developments in the operations of the consolidated entity may result in unreasonable prejudice
to the consolidated entity. Accordingly this information has not been disclosed in this report.
Remuneration report
The remuneration policy of the Group has been designed to align director and executive objectives with the shareholder and
business objectives by providing a fixed remuneration component and offering specific short-term and long-term incentives
based on key performance areas affecting the consolidated group’s financial results. The Board believes the remuneration
policy is appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the
consolidated group, as well as create goal congruence between directors, executives and shareholders.
The Board’s policy has been determined after seeking advice from independent external advisors and reviewed annually
by reference to the group’s financial performance targets, external market conditions and comparable information from
industry sectors.
The performance of executives is measured against criteria agreed annually with each executive and is based predominantly
on the forecast growth of the consolidated group’s profits and revenue base. All bonuses and incentives must be linked to
predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses
and options. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the
highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee option scheme.
The executive directors and executives receive a superannuation guarantee contribution required by the government, which is
currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their
salary to increase payments towards superannuation.
18
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Shares given to directors
and executives are valued as the difference between the market price of those shares and the amount paid by the director or
executive. Options are valued using the Black-Scholes methodology.
Specific details of the nature and amount of each element of the emoluments of each director and executive officer of the group
are detailed in note 20.
Meetings of Directors
The following table sets out the number of directors’ meetings held during the financial year. In addition to the directors’ and
committee meetings, a number of matters were approved by circular resolution signed by the directors.
Name
Board Meetings
Audit & Risk
Committee
Remuneration
Committee
A.L. Kent
L.G. Cross
J. Stark
A
4
4
4
B
4
4
4
A
2
2
–
B
2
2
–
A
2
–
2
B
2
–
2
A - Number of meetings held during the time the director held office or was a member of the committee
B - Number of meetings attended
Directors and Auditors Indemnification
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Aspermont Limited
Group, the Company Secretary and all executive officers of the Company against a liability incurred as a director, Company
Secretary or executive officers to the extent permitted by the Corporations Act 2001. The amount of the premium was $12,790
with a limit of indemnity of $2,000,000 in aggregate.
The Company has not, during or since the end of the financial year, given an indemnity or entered into an agreement to
indemnify, or paid insurance premiums in respect of the auditor of the Company.
Share options
At the date of this report, the unissued ordinary shares of Aspermont Limited under share option are as follows:
Grant Date
Date of Expiry
Exercise Price
Number Under Option
01/07/2005
22/08/2006
01/10/2005
02/03/2007
21/08/2007
30/06/2010
23/08/2009
30/09/2010
02/03/2010
22/08/2010
22.5 cents
22.5 cents
22.5 cents
45.0 cents
50.0 cents
9,000,000
600,000
1,000,000
150,000
500,000
11,250,000
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
19
Directors’ Report
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
Details of options exercised
During the year, the following shares were issued on the exercise of options:
Exercise Date
Grant Date
Date of Expiry
Exercise Price
06/07/2007
06/07/2007
21/12/2007
16/06/2008
30/06/2008
23/07/2004
01/07/2005
01/07/2005
01/07/2005
22/08/2006
23/07/2007
30/06/2008
30/06/2008
30/06/2008
23/08/2009
10.0 cents
22.5 cents
18.5 cents
22.5 cents
22.5 cents
Number of
Shares Issue
500,000
150,000
50,000
250,000
150,000
Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which
the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
The Company was not a party to any such proceedings during the year.
Non-audit services
During the year ending 30 June 2008 the auditor did not provide any non-audit services to the Company.
Auditor’s independence declaration
The lead auditor’s independence declaration for the year ended 30 June 2008 has been received and can be found on page 23.
Rounding of amounts
The parent entity has applied the relief available to it in ASIC Class Order 98/100 and, accordingly, amounts in the financial
statements and directors’ report have been rounded to the nearest thousand dollars.
Signed in accordance with a resolution of the Board of Directors.
On behalf of the Directors
Andrew Kent
Director
Dated this 19th day of September 2008.
20
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Corporate Governance Report
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
Corporate governance
The primary role of the Aspermont Board (“Board”) is the protection and enhancement of long-term shareholder value.
The Board is accountable to shareholders for the performance of the Company. It directs and monitors the business and affairs of
the Company on behalf of shareholders and is responsible for the Company’s overall corporate governance.
The Company has built its governance framework using the Australian Securities Exchange’s (ASX) “Principles of Good
Governance and Best Practice Recommendations”. Full details regarding the Company’s corporate governance framework can be
obtained from the corporate web site at www.aspermont.com.
The Company has complied with all the best practice recommendations of the ASX Corporate Governance Council for the year
ended 30 June 2008 unless otherwise disclosed below:
A company should lay solid foundations for management and oversight
The Company has developed a Board charter that determines the functions reserved for the Board and those delegated to
executive management. The Board charter includes executive appointments, strategic direction, monitoring performance, risk
management, approval of business plans and budgets and any other matter impacting business direction and shareholder
interests.
Executive responsibilities are clearly defined through job descriptions, delegated authority guidelines and monitored through
regular performance appraisals.
A company should structure the board to add value
The departures from ASX recommendations are:
i. Principle 2.1 Only one of the three directors is considered to be independent.
ii. Principle 2.2 Chairman should be an independent director.
Only a minority of the Board is independent. Mr. L.G. Cross is an experienced independent company director. He is the principal of
the firm Crosscorp Accounting Services.
Mr. A.L. Kent and Mr. J. Stark have material interests in the Company as shareholders. Both Mr. Kent and Mr. Stark have
considerable industry and commercial experience and continue to provide guidance to the Company’s strategic direction.
The Chairman, Mr. Kent, is the Company’s largest shareholder. Mr. Kent was the Chief Executive Officer of the Company from
2000 to 2005 and has considerable knowledge of the Company’s operations and products.
The Board charter provides appropriate parameters to all board members on the scope and performance of their duties as
custodians of shareholder interests. The Board is supported by the Remuneration Committee and Audit & Risk Committee which
both support the Board in the discharge of Board responsibilities in specialist areas and whose respective committee charters
have a high degree of external consultative involvement from independent advisors.
The directors have full access to the regular financial reports and budgets of the Company. All members have unrestricted access
to the Chairman, executive officers and, subject to prior consultation with the Chairman, may seek independent professional
advice at the Company’s expense.
The Board’s composition of three directors is currently appropriate to the size and scope of the Company in its present form
and with the support of external independent advisors on matters reserved for the Remuneration and Audit & Compliance
Committees. The skills and experience of each board member are outlined within the directors’ report.
A company should promote ethical and responsible decision making
The Company has established policies regarding trading in securities by directors and executive officers. A code of conduct
applies to all directors, executive officers and employees of the Company.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
21
Corporate Governance Report
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
A company should safeguard integrity in financial reporting
A separate Audit & Risk Committee has been established to ensure the appropriate amount of diligence is applied to the areas
of financial reporting, internal controls, compliance and risk. The Chief Executive Officer and Chief Financial Officer provide
certifications that the Company’s financial reports are complete and present a true and fair view.
A company should make timely and balanced disclosure
The Company seeks to provide relevant and timely disclosure to shareholders in accordance with the Corporations Act 2001 and
ASX Listing Rules. The Company Secretary is nominated to ensure the Company meets its obligations to the broader market for
continuous disclosure.
A company should respect the right of shareholders
A robust communication structure is in place to ensure shareholders can access relevant and timely information through various
mediums. The Company’s auditors attend the annual general meeting.
A company should encourage enhanced performance
The Board undertakes an annual self-assessment of its collective performance, the performance of the Chairman and of
its committees. Board members actively contribute to the growth of the Company and are ultimately accountable to the
shareholders through the Company’s financial performance. Any identified areas of unsatisfactory performance are addressed
with the individual director concerned. Key executives complete a performance appraisal each year.
A company should remunerate fairly and responsibly
The Remuneration Committee of the Board whose scope includes obtaining independent input from external advisors determines
remuneration levels for the Chairman and key executives with regard to market-based factors and achievement of performance
targets. External advice is sought as necessary to ensure remuneration levels are fair and responsible having regard to the current
size and scope of the Company. Full disclosure of remuneration to directors and executives of the Company can be found in the
notes to the financial statements.
A company should recognise the legitimate interests of stakeholders
The Company has a Code of Conduct in place. The Company regularly reviews its risks across all aspects of the business, including
operational, legal, health and safety, regulatory and commercial to ensure the Company’s and shareholders’ interests are
protected. The Company has in place a comprehensive editorial risk management guideline that is used as the main guide within
the publishing business. A comprehensive insurance program is in place to ensure insurable risks are considered and covered.
The Company has a share trading policy which provides guidelines regarding the sale and purchase of securities by directors,
executives and employees of the consolidated group.
22
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
23
Income Statement
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
Note
3
3
3
4
4
5
Consolidated
The Company
2008
$000
16,047
3,216
-
(6,930)
12,333
(700)
(1,649)
(506)
(3,943)
(3,109)
(9,907)
881
2007
$000
11,803
2,167
581
(5,622)
8,929
(510)
(1,923)
(400)
(1,871)
(1,829)
(6,533)
264
2008
$000
12,574
3,205
-
(4,638)
11,141
(690)
(1,487)
(435)
(3,854)
(2,892)
(9,358)
881
2007
$000
10,430
2,131
581
(4,670)
8,472
(510)
(1,923)
(400)
(1,871)
(1,521)
(6,225)
264
3,307
2,660
2,664
2,511
(940)
(656)
(910)
(574)
2,367
2,004
1,754
1,937
(22)
(38)
-
-
2,345
1,966
1,754
1,937
-
-
-
-
2,345
1,966
1,754
1,937
Sales revenue
Other revenue from ordinary activities
Other non-operating revenue
Cost of sales
Gross profit
Distribution expenses
Marketing expenses
Occupancy expenses
Corporate and administration
Other expenses from ordinary activities
Share of net profit in associates
Profit from ordinary activities before income
tax expense
Income tax revenue/(expense) relating to
ordinary activities
Profit from ordinary activities after income
tax expense
Net profit/(loss) attributable to outside
equity interests
Net profit attributable to members of the
parent entity
Total revenue, expenses and valuation adjustments
attributable to members of the parent entity and
recognised directly in equity
Total changes in equity other than those resulting
from transactions with owners as owners
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
26
26
1.169 c
1.048 c
1.141 c
0.985 c
The Income Statements should be read in conjunction with the notes to the Financial Statements.
24
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Balance Sheet As at 30 June 2008
Aspermont Limited ACN 000 375 048 & Controlled Entities
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Financial assets
Investments accounted for using
the equity method
Property, plant and equipment
Deferred tax assets
Intangible assets and Goodwill
Other
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Financial liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Deferred tax liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
Parent entity interest
Outside equity interest
TOTAL EQUITY
Note
19
6
7
6
7
8
11
5
12
9
13
14
15
14
5
15
16
Consolidated
The Company
2008
$000
1,422
4,917
4,065
10,404
382
5,674
275
1,225
161
29,628
15
37,360
2007
$000
2,479
2,238
3,403
8,120
598
2,900
481
548
639
2,456
59
7,681
2008
$000
465
2,206
4,065
6,736
1,139
28,466
275
991
139
2,292
15
33,317
2007
$000
2,233
1,824
3,403
7,460
747
2,938
481
539
621
2,292
15
7,633
47,764
15,801
40,053
15,093
8,156
2,385
316
10,857
12,906
5,438
100
18,444
3,096
1,948
230
5,274
7
1,015
44
1,066
4,715
2,062
316
7,093
11,806
1,343
100
13,249
2,704
1,948
230
4,882
7
915
44
966
29,301
6,340
20,342
5,848
18,463
9,461
19,711
9,245
42,783
651
(24,870)
18,564
(101)
37,342
621
(28,379)
9,584
(123)
46,285
668
(27,242)
19,711
-
37,342
617
(28,714)
9,245
-
18,463
9,461
19,711
9,245
The Balance Sheets should be read in conjunction with the notes to the Financial Statements.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
25
Statement of Changes in Equity
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
CONSOLIDATED
Balance at
1 July, 2006
Shares Issued
Profit attributable
to members of
parent entity
Profit attributable to
minority shareholders
Revaluation increment /
(decrement)
De-consolidation
adjustments
Issue of share options
(fair value)
Dividends paid or
provided for
Balance at
30 June, 2007
Balance at
1 July, 2007
Shares Issued
Profit attributable
to members of
parent entity
Profit attributable to
minority shareholders
Revaluation increment /
(decrement)
De-consolidation
adjustments
Issue of share options
(fair value)
Dividends paid or
provided for
Balance at
30 June, 2008
Ordinary
share
capital
Accum.
Losses
Asset
Revaluation
Reserve
Capital
Profits
Reserve
Share
Based
Reserve
Currency
Translation
Reserve
Minority
Interests
$000
$000
$000
$000
$000
$000
$000
Total
$000
35,514
(30,091)
479
80
15
1,828
-
-
-
-
-
-
-
1,966
-
-
(1)
-
(253)
-
-
-
3
-
-
-
37,342
(28,379)
482
37,342
(28,379)
482
5,441
-
-
-
-
-
-
2,345
-
-
1,446
-
(282)
-
-
-
-
-
-
-
-
-
-
1
-
-
-
81
81
-
-
-
-
-
-
-
-
-
-
-
-
74
-
89
89
-
-
-
-
-
46
-
-
-
-
-
(31)
-
-
-
(162)
5,835
-
-
38
-
1
-
-
1,828
1,966
38
(27)
-
74
(253)
(31)
(123)
9,461
(31)
(123)
9,461
-
-
-
(16)
-
-
-
-
-
22
-
-
-
-
5,441
2,345
22
(16)
1,446
46
(282)
42,783
(24,870)
482
81
135
(47)
(101)
18,463
The Statement of Changes in Equity should be read in conjunction with the notes of the Financial Statements.
26
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
COMPANY
Balance at
1 July, 2006
Shares Issued
Profit attributable
to members of
parent entity
Revaluation increment /
(decrement)
Issue of share options
(fair value)
Dividends paid or
provided for
Balance at
30 June, 2007
Balance at
1 July, 2007
Shares Issued
Profit attributable
to members of
parent entity
Revaluation increment /
(decrement)
Issue of share options
(fair value)
Dividends paid or
provided for
Balance at
30 June, 2008
Ordinary
share
capital
Accum.
Losses
Asset
Revaluation
Reserve
Capital
Profits
Reserve
Share
Based
Reserve
Currency
Translation
Reserve
Minority
Interests
$000
$000
$000
$000
$000
$000
$000
35,514
(30,398)
479
80
15
1,828
-
-
-
-
-
1,937
-
-
(253)
-
-
-
-
-
37,342
(28,714)
479
37,342
(28,714)
479
8,943
-
-
-
-
-
1,754
-
-
(282)
-
-
-
-
-
-
-
-
-
-
80
80
-
-
-
-
-
-
-
-
74
-
89
89
-
-
-
46
-
-
-
-
(31)
-
-
(31)
(31)
-
-
5
-
-
46,285
(27,242)
479
80
135
(26)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$000
5,690
1,828
1,937
(31)
74
(253)
9,245
9,245
8,943
1,754
5
46
(282)
19,711
The Statement of Changes in Equity should be read in conjunction with the notes of the Financial Statements.
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
27
Cash Flow Statement
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
The Company
Note
2008
$000
2007
$000
2008
$000
2007
$000
Cash flows used in operating activities
Cash receipts in the course of operations
16,662
12,774
12,512
11,561
Cash payments in the course of operations
(13,090)
(11,223)
(11,048)
(10,015)
Interest and other costs of finance paid
Interest received
(34)
210
(133)
128
(509)
201
(133)
126
Net cash provided by operating activities
19(b)
3,748
1,546
1,156
1,539
Cash flows from investing activities
Payments for loans to other entities
Payments for investments
Proceeds from sale of equity investments
Payments for non-current assets
Other
(294)
(16,637)
635
(1,058)
(67)
(639)
(3,140)
886
(293)
(16)
-
(14,556)
635
(683)
12
(639)
(3,140)
886
(281)
-
Net cash (used) / provided in investing activities
(17,421)
(3,202)
(14,592)
(3,174)
Cash flows from financing activities
Proceeds from issue of shares
192
1,828
192
1,828
Proceeds of borrowings
Repayment of borrowings
Dividends paid
14,583
-
13,635
-
(1,906)
1,940
(1,906)
1,940
(253)
(182)
(253)
(182)
Net cash provided by / (used in) financing activities
12,616
3,586
11,668
3,586
Net increase/(decrease) in cash held
(1,057)
1,930
(1,768)
1,951
Cash at the beginning of the financial year
2,479
549
2,233
282
Cash at the end of the year
19(a)
1,422
2,479
465
2,233
The Cash Flow Statement should be read in conjunction with the notes to the Financial Statements.
28
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
1. General information
Aspermont Limited is a listed public company, incorporated in Australia and operating in Australia.
Aspermont Limited’s registered office and its principal place of business are as follows:
Registered office
613-619 Wellington Street
PERTH Western Australia 6000
Tel: +61 8 6263 9100
Principal place of business
613-619 Wellington Street
PERTH Western Australia 6000
Tel: +61 8 6263 9100
2. Significant accounting policies
Statement of compliance
The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting
Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
The financial report covers the consolidated group of Aspermont Limited and controlled entities, and Aspermont Limited as an
individual parent entity.
Basis of preparation
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of
selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
The financial report of Aspermont Limited and controlled entities, and Aspermont Limited as an individual parent entity, complies
with all International Financial Reporting Standards (IFRS) in their entirety.
The accounting policies set out below have been consistently applied to all years presented, unless otherwise stated.
(a) Basis of consolidation
The consolidated accounts comprise the accounts of Aspermont Limited and all of its controlled entities. A controlled entity
is any entity that Aspermont has the power to control the financial and operating policies of so as to obtain benefits from its
activities.
A list of controlled entities is contained in note 17 to the financial statements. The financial period for Mining Communications
Limited is for 1 May 2007 to 30 April 2008.
All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or
losses, have been eliminated on consolidation.
Where controlled entities have entered or left the economic entity during the year, their operating results have been included
from the date control was obtained or until the date control ceased.
Minority interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated
financial report.
(b) Cash and cash equivalents
For the purpose of the statement of cash flows, cash includes:
i. cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
ii. investments in money market instruments with less than 14 days to maturity.
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Aspermont Limited ANNUAL REPORT 2008
29
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
(c) Plant and equipment
Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable
amount from these assets. The recoverable amounts are assessed on the basis of the expected net cash flows and have not been
discounted to their present values in determining recoverable amounts.
The depreciable amounts of all plant and equipment are depreciated on a diminishing value basis over their useful lives to the
economic entity commencing from the time an asset is held ready for use.
The depreciation rates used for depreciable assets are:
Class of Fixed Asset
Plant and equipment
Depreciation Rate
13.5% - 40%
(d) Employee benefits
Provision is made for the Company’s liability for employee entitlements arising from services rendered by employees to balance
date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and annual
leave, which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable
later than one year have been measured at the present value of the estimated future cash outflows to be made for those
entitlements. Contributions are made by the economic entity to employee superannuation funds and are charged as expenses
when incurred.
(e) Financial instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual
rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Classification and Subsequent Measurement
(i) Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated
by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Realised and
unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the
period in which they arise.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market and are stated at amortised cost using the effective interest rate method.
(iii) Held-to-maturity investments
These investments have fixed maturities, and it is the Group’s intention to hold these investments to maturity. Any held-to-
maturity investments held by the Group are stated at amortised cost using the effective interest rate method.
(iv) Available-for-sale financial assets
Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial
assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
(v) Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and
amortisation.
(vi) Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine
the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option
pricing models.
(vii) Impairment
At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In
the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine
whether an impairment has arisen. Impairment losses are recognised in the income statement.
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Aspermont Limited ANNUAL REPORT 2008
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(f) Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed
items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when
the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that
may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets
are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary
differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse
change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Aspermont Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the Tax
Consolidation System. Aspermont Limited is responsible for recognising the current and deferred tax assets and liabilities for the
tax consolidated group. The Group notified the ATO in April 2004 that it had formed an income tax consolidated group to apply
from July 2002.
Tax consolidation
Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. As a consequence, as the head entity in the
tax consolidated group, Aspermont will recognise current and deferred tax amounts relating to transactions, events and balances
of the wholly owned Australian controlled entities in this group in future financial statements as if those transactions, events
and balances were its own, in addition to the current and deferred tax balances arising in relation to its own transactions, events
and balances.
(g) Foreign currency
Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the
transactions. Amounts receivable and payable in foreign currencies are translated at the rates of exchange ruling at balance date.
Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account in the profit and
loss account in the financial year in which the exchange rates change, as exchange gains or losses.
(h) Investments
All investments are initially recognised at cost, being fair value of the consideration given and including acquisition charges
associated with the investment.
After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair value.
Gains and losses on investments held for trading are recognised in the income statement. Gains or losses on available-for-sale
investments are recognised as a separate component of equity.
For investments that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange
quoted market bid prices at the close of business on the balance sheet date. For investments where there is no quoted market
price, fair value is determined by reference to the current market value of another instrument which is substantially the same or
is calculated based on the expected cash flows of the underlying net asset base of the investment.
(i) Provisions
Provision for Doubtful Debts
The collectability of debts is assessed at year-end and provision is made for any doubtful accounts.
(j) Investment in associates
Investments in associate companies are recognised in the financial statements by applying the equity method of accounting.
The equity method of accounting recognised the Group’s share of post-acquisition reserves of its associates.
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Aspermont Limited ANNUAL REPORT 2008
31
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
(k) Intangibles
Goodwill
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business exceeds
the fair value attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost
less accumulated impairment losses.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in
investments in associates.
Mastheads
Mastheads acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date
of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets.
Mastheads are tested for impairment where an indicator of impairment exists, and the carrying amount is reviewed annually by
the directors to ensure that it is not in excess of the recoverable amount. The recoverable amount is assessed based upon the
present value of expected future cash flows.
(l) Subscriptions in advance
Print magazine and internet news subscriptions are received in advance for the subscription period applied for. Subscriptions
received during the financial year for issues expected to be published and news services to be provided after balance date have
been deferred in creditors and will be brought to account and recognised in the accounting period in which the respective
magazines or news services subscribed for are published.
(m) Revenue and Other Income
Advertising and subscription revenue is brought to account and recognised in the accounting period in which the respective
magazines or news sites containing the booked advertisements are published or displayed. All revenue is stated net of the
amount of goods and services tax (GST).
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
The Company’s share of profit from associated companies has been recognised in accordance with AASB 128 Investments in
Associates.
(n) Impairment of assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there
is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being
the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs.
(o) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the assets, but not the legal
ownership that is transferred to entities in the economic entity, are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the
leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments
are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as
expenses in the periods in which they are incurred.
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
(p) Rounding of amounts
The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial
report and directors’ report have been rounded off to the nearest $1,000.
(q) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown
inclusive of GST.
(r) Government grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant
conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant
to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to
income over the expected useful life of the asset on a straight-line basis.
(s) Share-based payment transactions
The Company provides benefits to employees (including directors) whereby a component of remuneration includes the issue of
share options. The cost of these transactions with employees is measured by reference to the fair value at the date at which they
are granted. The cost is recognised together with a corresponding increase in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).
(t) Critical accounting estimates and judgements
The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best
available current information. Estimates assume a reasonable expectation of future events and are based on current trends and
economic data, obtained both externally and within the Group.
Key Estimates — Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to
impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use
calculations performed in assessing recoverable amounts incorporate a number of key estimates.
No impairment has been recognised in respect of goodwill for the year ended 30 June 2008. Should the projected turnover
figures be significantly outside 30% of the budgeted figures incorporated in value-in-use calculations, an impairment loss would
then be recognised.
(u) Business combinations
The purchase method of accounting is used to account for all business combinations, including business combinations involving
entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost
is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of
exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair
value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be
demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence
and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments
are recognised directly in equity.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date, irrespective of the extent to which any minority net asset acquired is recorded as
goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary
acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and
measurement of the net assets acquired.
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Aspermont Limited ANNUAL REPORT 2008
33
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
3. Revenue
Operating activities:
Sales revenue – subscriptions & advertising
Conferencing revenue
Other revenue from ordinary activities:
Austrade – Export market development grant
– Other corporations
Other income
Gain on sale of shares
Gains in fair value of shares
Corporate advisory
Non-operating activities:
Legal settlements
Consolidated
The Company
2008
$000
14,380
1,667
16,047
75
210
257
648
2,026
-
3,216
-
-
2007
$000
10,430
1,373
11,803
52
126
50
501
1,402
36
2,167
581
581
2008
$000
2007
$000
12,574
10,430
-
-
12,574
10,430
75
201
255
648
2,026
-
3,205
-
-
52
126
50
501
1,402
-
2,131
581
581
19,263
14,551
15,779
13,142
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
4. Profit from ordinary activities
Profit from ordinary activities before income tax has been determined after:
Consolidated
The Company
(a) Expenses:
Cost of sales
Bad debts written off
Doubtful debts
Legal costs
Interest expenses - related companies
Consulting & accounting services
Write-down of non-current investments to
recoverable amount
Depreciation of plant, equipment and web sites
Directors’ fees
Rental expense on operating leases
- Minimum lease payments
Movement in provisions for employee entitlements
Loss on sale of assets
(b) Significant revenue and expenses:
The following significant revenue and expense items
are relevant in explaining the financial performance:
Revenue
Internet advertising and subscriptions
Print advertising and subscriptions
Conferencing
Expenses
Interest expenses
Legal costs
Write-down of non-current investments to
recoverable amount
Directors’ fees
Depreciation of plant, equipment and web sites
Loss on sale of assets
(c) Profit
Share of profit from ordinary activity of associates
(d) Remuneration of auditors of the
parent entity for:
Auditing or reviewing the accounts
2008
$000
6,930
210
-
78
50
83
230
239
252
-
289
142
-
3,929
10,451
1,667
692
78
230
252
239
-
881
2007
$000
5,622
2
(14)
28
113
93
341
148
313
-
259
40
19
3,139
7,291
1,373
123
28
341
313
148
19
264
2008
$000
4,638
210
-
49
50
83
230
231
252
-
289
142
-
3,929
8,645
-
692
49
230
252
231
-
881
2007
$000
4,670
2
(14)
28
113
93
341
144
313
-
259
40
19
3,138
7,291
-
123
28
341
313
144
19
264
38
37
38
37
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Aspermont Limited ANNUAL REPORT 2008
35
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
5. Taxation
(a)
Income tax expense / (revenue)
The components of tax expense/(revenue) comprise:
Current tax
Deferred tax
Recoupment of prior year tax losses
The prima facie tax on profit from ordinary
activities before tax is reconciled to the income
tax as follows:
Profit from operations
Income tax expense calculated at 30%
Tax effect of permanent differences:
Increase in income tax expense due to:
Movement in provision for employee entitlements
Share options expenses
Non-deductible expenditure
Write-downs to recoverable amounts
Decrease in income tax expense due to:
Non-assessable income
Other deductible expenditure
Revaluation of shares not subject to income tax
Recoupment of prior year losses
Deferred tax
Income tax expense/(revenue) attributable to profit
from ordinary activities before income tax
(b) Deferred tax
Deferred income tax at 30 June relates to
the following :
Liabilities
Revaluation adjustments taken directly to equity
Fair value gain adjustments
Unearned Revenue – Subscriptions
Share revaluation adjustments taken in relation
to business combinations
Total
Consolidated
The Company
2008
$000
2007
$000
2008
$000
2007
$000
336
653
(49)
940
3,307
992
79
-
14
-
(211)
-
(538)
(49)
653
940
194
539
450
4,255
5,438
501
655
(500)
656
2,660
798
24
22
10
103
(22)
(14)
(420)
(500)
655
656
194
421
400
-
331
628
(49)
910
2,664
799
79
-
14
-
(22)
-
(539)
(49)
628
910
194
539
327
283
1,015
1,343
456
573
(455)
574
2,511
753
24
22
10
103
(22)
(14)
(420)
(455)
573
574
194
421
300
-
915
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
Consolidated
The Company
Assets
Provisions
Future benefit of carried forward losses
Future benefit of carried forward capital losses
Other
(c) Reconciliations
The movement in deferred tax liability for each
temporary difference during the year is as follows:
Share revaluation adjustments taken directly
to equity
At 1 July 2007
Net revaluations during the current period
At 30 June 2008
Fair value gain adjustments
At 1 July 2007
Net revaluations during the current period
At 30 June 2008
Unearned revenue
At 1 July 2007
Net change during the current period
At 30 June 2008
Other
At 1 July 2007
Net change during the current period
At 30 June 2008
2008
$000
125
-
-
36
161
194
-
194
421
118
539
400
50
450
-
4,255
4,255
2007
$000
82
50
421
86
639
194
-
194
233
188
421
-
400
400
-
-
-
2008
$000
125
-
-
14
139
2007
$000
82
95
421
23
621
194
-
194
421
118
539
300
27
327
-
283
283
194
-
194
233
188
421
-
300
300
-
-
-
Total deferred tax liabilities
5,438
1,015
1,343
915
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Aspermont Limited ANNUAL REPORT 2008
37
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
(c) Reconciliations (continued)
The movement in deferred tax assets for each
temporary difference during the year is as follows:
Provisions
At 1 July 2007
Net changes during the current period
At 30 June 2008
Fair value loss adjustments
At 1 July 2007
Net revaluations during the current period
At 30 June 2008
Recognition of carried forward losses
At 1 July 2007
Net changes during the current period
At 30 June 2008
Recognition of carried forward capital losses
At 1 July 2007
Net changes during the current period
At 30 June 2008
Other
At 1 July 2007
Net revaluations during the current period
At 30 June 2008
Total deferred tax assets
Consolidated
The Company
2008
$000
2007
$000
2008
$000
2007
$000
82
43
125
-
-
-
50
(50)
-
421
(421)
-
86
(50)
36
161
70
12
82
93
(93)
-
483
(433)
50
-
421
421
61
25
86
639
82
43
125
-
-
-
95
(95)
-
421
(421)
-
23
(9)
14
139
70
12
82
93
(93)
-
483
(388)
95
-
421
421
61
(38)
23
621
The Company has decided to recognise the benefit of carried forward income tax losses incurred from the period since the
Company listed on the Australian Securities Exchange in April 2000.
The Company has not fully recognised the benefits of other potential carried forward income and capital losses as deferred tax
assets pending the review of the status of unrecognised tax losses incurred prior to April 2000.
Tax consolidation
Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. As a consequence, as the head entity in the
tax consolidated group, Aspermont will recognise current and deferred tax amounts relating to transactions, events and balances
of the wholly owned Australian controlled entities in this group in future financial statements as if those transactions, events
and balances were its own, in addition to the current and deferred tax balances arising in relation to its own transactions, events
and balances.
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Aspermont Limited ANNUAL REPORT 2008
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6. Receivables
Current
Trade receivables
Provision for doubtful debts
Other receivables
Amounts receivable from director related entities
Non - Current
Advances to controlled entities
Loans to associates
US mortgages
Consolidated
The Company
2008
$000
2007
$000
2008
$000
2007
$000
3,854
1,559
1,675
1,355
(22)
698
387
(22)
601
100
(22)
166
387
(22)
391
100
4,917
2,238
2,206
1,824
-
314
68
382
512
12
74
598
760
311
68
1,139
661
12
74
747
US mortgages represent 30-year non-interest bearing loans secured by second mortgages over residential properties in Chandler,
Arizona, USA, which mature in 2018. The movement in the net loan balance from $74,000 to $68,000 is as a result of an
adjustment to the NPV of the loan amount and to reflect movements in the USD/AUD exchange rate. The carrying value of
receivables is considered within the scope of regular asset impairment testing by the directors.
7. Other financial assets
Current
Shares in listed corporations (fair value)
Value of unlisted investments
Non – current
Shares in listed corporations (fair value)
Value of unlisted investments (fair value)
Controlled entities – at cost
Consolidated
The Company
2008
$000
3,562
503
4,065
2,340
780
2,554
5,674
2007
$000
2,508
895
3,403
-
1,511
1,389
2,900
2008
$000
3,562
503
4,065
2,340
780
25,346
28,466
2007
$000
2,508
895
3,403
-
1,511
1,427
2,938
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Aspermont Limited ANNUAL REPORT 2008
39
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
8. Associated companies
Interests are held in the following associated companies:
Unlisted Associates
Principal Activities
Country of
Incorporation
Reporting
Date
Ownership
Interest
2008 (%)
Ownership
Interest
2007 (%)
Mining Communications Ltd*
Media publications
United Kingdom
30 April
Waste Management and
Environment Media Pty Ltd
Media publications
Australia
Tonkin Corporation Pty Ltd
Conferencing
Australia
30 June
30 June
39.30
30.00
49.00
34.30
30.00
-
* Holding prior to full acquisition on 26 March 2008
Consolidated (2008)
Revenue
Mining Communications Ltd
Waste Management and
Environment Media Pty Ltd
Tonkin Corporation
$000
12,769
1,335
3,693
17,797
Share of
associate’s net
profit / (loss)
recognised
Total Assets
Total
Liabilities
$000
692
30
159
881
$000
**
532
1,255
1,787
$000
**
328
821
1,149
Profit /
(loss)
$000
1,760
99
390
2,249
Net assets
reported by
associates
Share of
associate’s net
assets equity
accounted
$000
$000
**
204
434
638
**
61
214
275
No audit has been carried out on Waste Management and Environment Media Pty Ltd and Tonkin Corporation. The directors
of the associated companies have provided formal management assurances to the completeness and accuracy of accounts
presented.
** The net assets of Mining Communications Limited were brought to account as a business combination. See note 27.
9. Other non-current assets
Mining assets
Consolidated
The Company
2008
$000
15
2007
$000
59
2008
$000
15
2007
$000
15
Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and sale of minerals.
10. Dividends
2008 proposed final unfranked ordinary
dividend of 0.13c per share
(2007: 0.13c per share)
Consolidated
The Company
2008
$000
282
2007
$000
253
2008
$000
282
2007
$000
253
As at 30 June 2008, the parent entity’s dividend franking account has a balance of nil (2007: Nil) adjusted for franking credits
arising from payment of income tax payable, payment of proposed dividends and franking credits that may be prevented from
distribution in subsequent financial years.
40
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
11. Plant and equipment
Plant and equipment – at cost
Accumulated depreciation
Equipment under finance lease – at cost
Accumulated depreciation
Total Plant and Equipment
(a) Movements in carrying amounts
Consolidated
The Company
2008
$000
2,276
(1,247)
1,029
241
(45)
196
1,225
2007
$000
1,299
(766)
533
25
(10)
15
548
2008
$000
1,641
(846)
795
241
(45)
196
991
2007
$000
1,286
(762)
524
25
(10)
15
539
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the
current financial year.
Consolidated
Gross carrying amount
Balance at 1 July 2006
Additions
Disposals
Acquisitions through business combinations
Balance at 1 July 2007
Additions
Disposals
Acquisitions through business combinations
Balance at 30 June 2008
Accumulated depreciation
Balance at 1 July 2006
Disposals
Depreciation expense
Balance at 1 July 2007
Disposals
Depreciation expense
Balance at 30 June 2008
Net book value
As at 30 June 2007
As at 30 June 2008
Plant and
Equipment
$000
Leased Plant
& Equipment
$000
1,010
276
-
13
1,299
386
-
591
25
-
-
-
25
216
-
-
Total
$000
1,035
276
-
13
1,324
602
-
591
2,276
241
2,517
(622)
-
(144)
(766)
-
(481)
(1,247)
(6)
-
(4)
(10)
-
(35)
(45)
(628)
-
(148)
(776)
-
(516)
(1,292)
533
15
548
1,029
196
1,225
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
41
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
11. Plant and equipment (continued)
The Company
Gross carrying amount
Balance at 1 July 2006
Additions
Disposals
Balance at 1 July 2007
Additions
Disposals
Balance at 30 June 2008
Accumulated depreciation
Balance at 1 July 2006
Disposals
Depreciation Expense
Balance at 1 July 2007
Disposals
Depreciation Expense
Balance at 30 June 2008
Net book value
As at 30 June 2007
As at 30 June 2008
Plant and
Equipment
$000
Leased Plant
& Equipment
$000
1,010
276
-
1,286
355
-
25
-
-
25
216
-
Total
$000
1,035
276
-
1,311
571
-
1,641
241
1,882
(622)
-
(140)
(762)
-
(84)
(846)
524
795
(6)
-
(4)
(10)
-
(35)
(45)
15
196
(628)
-
(144)
(772)
-
(119)
(891)
539
991
(b) Leased plant and equipment
The parent entity leases computer equipment under a number of finance lease agreements. At the end of the leases the parent
entity has the option to purchase the equipment at a beneficial price. At 30 June 2008, the net carrying amount of leased plant
and equipment was $195,534 (2007: $15,359). The leased equipment secures lease obligations.
12. Intangibles
Non - Current
Goodwill on acquisition*
Purchased mastheads
*Refer Note 27
13. Trade and other payables
Current
Unsecured Liabilities
Trade payables
Sundry creditors and accrued expenses
Dividend payable
Subscriptions & advertising in advance
Other creditors
42
Aspermont Limited ANNUAL REPORT 2008
Consolidated
The Company
2008
$000
14,563
15,065
29,628
1,104
5,107
282
1,498
165
8,156
2007
$000
267
2,189
2,456
443
1,015
253
1,331
54
3,096
2008
$000
-
2,292
2,292
2007
$000
-
2,292
2,292
395
2,782
282
1,091
165
4,715
443
958
253
999
51
2,704
www.aspermont.com
14. Borrowings
Current
Secured Liabilities
Finance lease liability
Loans from related parties
Non - Current
Unsecured Liabilities
Controlled entities loans
Unsecured loan notes
Secured Liabilities
Finance lease liability
Secured loans to external parties
Loans from related parties are unsecured at interest
of 8.05% - 8.65%. Repayment of related party loans is
subject to limitations and subordinated to ANZ debt.
Lease liabilities are secured by the asset leased.
15. Provisions
Current
Employee entitlements
Non - Current
Long Service Leave Entitlements
(a) Aggregate employee entitlements liability
(b) Number of employees at year end
16. Issued capital
217,358,509 fully paid ordinary shares
(2007: 194,319,792)
(a) Ordinary shares
At the beginning of the reporting period
Shares issued during the year :
7,450,000 shares pursuant to a limited placement
250,000 shares pursuant to investment in
associated company
4,000,000 fully paid ordinary shares issued pursuant
to the exercise of options
21,938,717 fully paid ordinary shares issued as part
of consideration for the acquisition of MCL
1,100,000 fully paid ordinary shares issued pursuant
to the exercise of options
At reporting date
www.aspermont.com
Consolidated
The Company
2008
$000
360
2,025
2007
$000
8
1,940
2,385
1,948
286
1,307
-
-
2008
$000
37
2,025
2,062
645
-
2007
$000
8
1,940
1,948
-
-
313
11,000
7
-
161
11,000
7
-
12,906
7
11,806
7
316
100
416
142
230
44
274
105
316
100
416
96
230
44
274
91
42,783
37,342
46,285
37,342
37,342
35,514
37,342
35,514
-
-
-
5,258
183
1,378
50
400
-
-
-
-
-
8,760
183
1,378
50
400
-
-
42,783
37,342
46,285
37,342
Aspermont Limited ANNUAL REPORT 2008
43
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
16. Issued capital (continued)
Fully paid ordinary shares issued during the financial year:
6 July 2007
– 650,000 at an issue price of 10 cents per share pursuant to the conversion of employee share options.
21 December 2007 – 50,000 at an issue price of 18.5 cents per share pursuant to the conversion of employee share options.
1 April 2008
– 21,938,717 at an issue price of 40 cents per share pursuant to investment in associated company
Mining Communications Limited.
16 June 2008
– 250,000 at an issue price of 22.5 cents per share pursuant to the conversion of employee share options.
30 June 2008
– 150,000 at an issue price of 22.5 cents per share pursuant to the conversion of employee share options.
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number
of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
(b) Options
For information relating to Aspermont’s Share Options, including details of options issued, exercised and lapsed during the
financial year, refer to the Directors’ Report.
17. Particulars in relation to controlled entities
Name of entity
Parent Entity :
Aspermont Limited
Controlled entities:
International Laser Finance Pty Ltd
Financial & Intellectual Capital Ltd
Aspermont Investments Pty Ltd
International Intellectual Capital Ltd
Long Term Intellectual Capital Pty Ltd
N & K Technology Investments Pty Ltd
Regal Focus Pty Ltd
Resourceful Events Pty Ltd
Corporate Intelligence & Communications Pty Ltd note (a)
Mining Communications Limited note (b)
The Mining Journal Limited note (b)
Mining Journal Books Limited note (b)
Place of
Incorp.
Class of
share
Economic
Entity Interest
2008 (%)
Economic
Entity Interest
2008 (%)
NSW
NSW
VIC
NSW
NSW
NSW
VIC
WA
NSW
WA
UK
UK
UK
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
Ord
100
100
100
100
100
100
100
80
100
100
100
100
100
100
100
100
100
100
100
80
90
34.4
-
-
The investments in all non-trading subsidiary companies have been provided for in full and are written down to nil.
(a) Acquisition of Corporate Intelligence & Communications Pty Ltd (“CIC”)
On 18 June 2008 the remaining 10% interest in CIC was transferred to Aspermont Limited for no consideration.
(b) Acquisition of Mining Communications Limited
Aspermont Limited completed a share purchase agreement to acquire the remaining interest in MCL on 26 March 2008. MCL
included two dormant subsidiaries which both had a net asset value of $nil.
44
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
18. Amounts receivable / (payables) in foreign currencies
The Australian dollar equivalents of unhedged amounts payable or receivable in foreign currencies, calculated at year-end
exchange rates, are as follows:
Consolidated
The Company
Current
Receivables - Trade
Non – Current
Receivables - US Mortgages
Loan to associated companies
Total receivables in foreign currencies
Current
Creditors and borrowings
Lease liability
Non – Current
Lease liability
Loan notes
Total payables in foreign currencies
Net receivable/(payable) in foreign currency
19. Cash flow information
(a) Reconciliation of cash and cash equivalents
Cash at the end of the financial year as shown in the
statement of cash flow is reconciled to items in the
statement of financial position as follows:
Cash at bank and on deposit
2008
$000
2,133
74
312
386
2,519
(418)
(323)
(741)
(152)
(1,307)
(1,459)
(2,200)
319
2007
$000
218
74
524
598
816
-
-
-
-
-
-
-
-
2008
$000
192
74
807
881
1,073
-
-
-
-
-
-
-
2007
$000
218
74
524
598
816
-
-
-
-
-
-
-
1,073
816
1,422
1,422
2,479
2,479
465
465
2,233
2,233
(b) Reconciliation of operating profit / (loss) after
tax to net cash provided by operating activities
Profit/(Loss) from ordinary activities after income tax
2,367
2,004
1,754
1,937
Non-cash flows in profit from ordinary activities:
Profit on sale of non-current assets
Depreciation
Write-downs to recoverable amount
Provision for diminutive value not required
Shares issued in lieu of expense payments
Shares of profit of associates net of
dividends received
Shares received in lieu of settlement
Unrealised gains on investments
Change in assets and liabilities:
Increase in accounts receivable
Decrease in prepayments
Increase in creditors and accruals
Increase in current provisions
Increase in non-current provisions
Increase in income taxes payable
Increase in deferred tax assets/liabilities
Increase in short-term borrowings
Increase in long-term borrowings
Net cash provided used in operating activities
(636)
381
-
-
46
(881)
-
(1,796)
(2,437)
(244)
4,751
86
56
-
1,397
351
307
3,748
(482)
148
341
103
74
(264)
(225)
(1,402)
273
(99)
461
45
(5)
(75)
656
1
(8)
1,546
(636)
230
-
-
46
(881)
-
(1,796)
(574)
79
1,699
86
56
-
910
29
154
1,156
(482)
144
341
103
74
(264)
(225)
(1,402)
260
(66)
587
46
(5)
(75)
574
1
(8)
1,539
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
45
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
20. Directors’ and executives’ remuneration
(a) The names and positions held of parent entity directors and specified executives in office at any time during the
financial year are:
Directors
Mr. A.L. Kent
Mr. L.G. Cross
Mr. J. Stark
Executives
Mr. C.J. O’Brien
Mr. C.A. Bond
Mr. M. Davies
Mr. D. Nizol
Mr. H.K. Thong
Chairman and Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Chief Operating Officer (AUS)
Head of Group Strategy
Chief Executive Officer (UK)
Chief Financial Officer & Company Secretary
(b) Remuneration of parent entity directors
Directors
2008
Non-executive
Mr. L.G. Cross
Mr. J. Stark
Executive
Mr. A.L. Kent
2007
Non-executive
Mr. L.G. Cross
Mr. J. Stark
Executive
Mr. A.L. Kent
Director’s
fees/salary ($)
Options ($)
Superannuation
contributions ($)
Total ($)
24,000
24,000
99,519
24,000
24,000
204,922
-
-
-
-
-
-
2,160
2,160
26,160
26,160
100,000
199,519
2,160
2,160
18,406
26,160
26,160
223,328
(c) Remuneration of specified executives’ emoluments
Executives
Salary ($)
Options ($)
Non-cash
benefits ($)
Super-annuation
contributions ($)
Total ($)
2008
Mr. C.J. O’Brien
Mr. C.A. Bond
Mr. M. Davies *
Mr. R.P. Hardwick #
Mr D. Nizol **
Mr. H.K. Thong ***
2007
Mr. C.J. O’Brien
Mr. C.A. Bond
Mr. R.P. Hardwick #
189,009
102,711
88,820
62,183
17,857
117,762
172,501
102,389
70,630
-
-
-
-
45,695
-
-
-
23,341
28,378
-
-
593
17,638
14,890
24,150
15,904
17,011
9,244
7,994
5,596
1,984
10,599
16,461
12,600
6,772
229,361
140,333
96,814
67,779
20,434
191,694
203,852
139,139
93,306
* Mr. M. Davies was appointed as Head of Group Strategy on 19 November 2007.
# Mr. R. Hardwick resigned as Chief Financial Officer on 12 May 2006 and remained as Company Secretary until 11 February 2008.
** Mr. D. Nizol joined the Aspermont executive team on 26 March 2008 which is the date on which the business interests of
Mining Communications Limited (UK) were fully acquired by the Company. Mr. Nizol’s remuneration, paid in British Pounds, has been
converted to Australian Dollars at the average exchange rate over the relevant paid period from 26 March 2008 to 30 April 2008.
*** Mr. H. Thong was appointed as Chief Financial Officer on 30 July 2007 and appointed as Company Secretary on 11 February 2008.
46
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
(d) Remuneration options
No options were issued as part of remuneration of the directors and executives for the year ended 30 June 2007.
Options issued as part of remuneration for the year ended 30 June 2008:
Share options granted
during the year (#)
Value of options at
grant date ($)
Exercise Price
(cents)
Date of Expiry
2008
Executives
Mr. H. Thong
500,000
45,695
50.0c
20/8/2010
Options granted as part of directors’ and executives’ remuneration in 2008 have been valued using a Black-Scholes
pricing model applying the following formula:
Exercise (strike price)
Life of the option (years)
Underlying share price @ grant date
Expected share price volatility
Risk free interest rate
2007
-
-
-
-
-
2008
50.0c
3.0 years
40.0c
32.0%
6.0%
Included under employee benefits expense in the income statement for the year ended 30 June 2008 is $45,695 (2007: $nil)
in relation to share based payments to directors and executives.
(e) Options and rights holdings held by directors and executives
2008
Directors
Mr. A.L. Kent and
beneficial interests
Executives
Mr. C.J. O’Brien
Mr. C.A. Bond
Mr. R.P. Hardwick
Mr. H.K. Thong
2007
Directors
Mr. A.L. Kent and
beneficial interests
Executives
Mr. C.J. O’Brien
Mr. C.A. Bond
Mr. R.P. Hardwick
Balance
1/7/2007
Received as
remuneration
Exercised
(Expired)
Balance
30/06/2008
9,000,000
-
-
-
9,000,000
1,000,000
500,000
500,000
-
-
-
-
500,000
-
(500,000)
(400,000)
-
-
(100,000)
-
1,000,000
-
-
500,000
Balance
1/7/2006
Received as
remuneration
Exercised
(Expired)
Balance
30/06/2007
13,000,000
1,000,000
500,000
500,000
-
-
-
-
(4,000,000)
-
-
-
-
-
-
-
9,000,000
1,000,000
500,000
500,000
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
47
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
(f) Number of shares held by directors and executives
2007
Directors
Mr. A.L. Kent and beneficial interests
Mr. J. Stark and beneficial interests
Mr. L.G. Cross and beneficial interests
Executives
Mr. C.J. O’Brien and beneficial interests
Mr. R.P. Hardwick and beneficial ininterests #
Balance 1/7/2006
Net Change
purchased or (sold)
Balance 30/06/2007
110,200,000
22,661,580
1,600,000
500,000
100,000
-
110,000
-
-
-
110,200,000
22,771,580
1,600,000
500,000
100,000
# Mr Hardwick resigned from the Company on 11 February 2008 and his interests are not disclosed in 2008.
2008
Directors
Mr. A.L. Kent and beneficial interests
Mr. J. Stark and beneficial interests
Mr. L.G. Cross and beneficial interests
Executives
Mr. C.J. O’Brien and beneficial interests
Mr. C.A. Bond and beneficial interests
Mr. M. Davies and beneficial interests
Mr. D. Nizol and beneficial interests
Mr. H.K. Thong and beneficial interests
(g) Remuneration practices
Balance 1/7/2007
Net Change
purchased or (sold)
Balance 30/06/2008
110,200,000
22,771,580
1,600,000
500,000
-
-
-
-
-
280,013
-
1,000,000
500,000
21,275
1,600,567
48,476
110,200,000
23,051,593
1,600,000
1,500,000
500,000
21,275
1,600,567
48,476
Remuneration practices are reviewed by the Remuneration Committee of the Board. The Board policy is to remunerate
non-executive directors at market rates for time, commitment and responsibilities. The Board determines payments to the
non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive
directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked
to the performance of the consolidated group. However, to align directors’ interests with shareholder interests, the directors are
encouraged to hold shares in the Company and are able to participate in the employee option plan.
Performance-based remuneration
As part of each executive director’s and executive’s remuneration package there is a performance-based component, consisting
of key performance indicators (KPIs). The intention of this program is to facilitate goal congruence between directors/executives
with that of the business and shareholders. The KPIs are set annually, with a certain level of consultation with directors/
executives to ensure buy-in. The measures are specifically tailored to the areas each director/executive is involved in and has
a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering
financial and non-financial as well as short-term and long-term goals. The level set for each KPI is based on budgeted figures for
the Group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed
difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the Board in light of the desired and actual
outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the
following year.
In determining whether or not a KPI has been achieved, Aspermont Limited bases the assessment on audited figures; however,
where the KPI involves comparison of the Group or a division within the Group to the market, independent expert input is
obtained from recognised professional firms.
48
Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
21. Related party transactions
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to
other parties unless otherwise stated.
2008
$000
2007
$000
(a) Loans from director related entities:
Aggregate of amounts payable to directors and their director
related entities
Current
Non-current
Interest and fees paid or payable in relation to the loans
Loans from related parties are unsecured at interest of
8.05% - 8.65%. Repayment of related party loans is subject
to repayment conditions and precedent by the ANZ.
(b) Other transactions:
The following fees were paid based on normal commercial rates
for work performed:
Payment to CrossCorp Accounting, an accounting practice
associated with a director, Mr. L.G. Cross.
Payment to Allandale Holdings Pty Ltd associated with a
director, Mr. J. Stark for consulting services.
2,025
-
2,025
180
9
26
1,940
-
1,940
158
12
19
Payment to Ileveter Pty Ltd associated with a director,
Mr. A.L. Kent for office accommodation.
296
285
The Company entered into an office lease agreement with Ileveter Pty Ltd, a company associated with Mr. A.L. Kent, on 30 April 2004.
The rental was reviewed by an independent valuer on 29 May 2008 and revised to an annualised rental of $401,000. The terms of the
lease are within normal commercial rates and were reviewed and approved by the independent directors.
During the year, amounts were advanced from and repaid to Ileveter Pty Ltd and Drysdale Pty Ltd, companies associated with
Mr. A.L. Kent. The amount receivable at balance date totalled $387,062 (2007: $100,000).
www.aspermont.com
Aspermont Limited ANNUAL REPORT 2008
49
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
22. Financial instruments
Interest rate exposure
The economic entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result
of changes in market interest rates and the effective weighted average interest rates and financial liabilities, is as follows:
Consolidated
Financial Assets
Cash
Trade and other receivables
Investments
Total financial assets
Financial liabilities
Borrowings
Trade payables
Lease Liability
Bank Loan
Total financial liabilities
The Company
Financial Assets
Cash
Trade and other receivables
Investments
Total financial assets
Financial liabilities
Borrowings
Trade payables
Lease Liability
Bank Loan
Total financial liabilities
Weighted
average effective
interest rate
Floating
interest rate
One year
2008
%
2007
%
2008
$000
2007
$000
2008
$000
2007
$000
Fixed interest rate maturing within
One to five years Five to ten years
2007
2008
$000
$000
2008
$000
2007
$000
4.95
-
-
5.28
-
-
1,422
-
-
1,422
2,479
-
-
2,479
-
-
-
-
-
-
-
-
-
-
-
-
7.99
-
8.88
7.85
8.35
-
9.50
-
-
-
-
-
-
-
-
-
-
-
2,025
-
360
-
2,385
1,940
-
8
-
1,948
286
-
313
6,307
6,906
-
-
-
-
-
-
7
-
7
-
-
-
-
-
-
-
6,000
6,000
-
-
-
-
-
-
-
-
-
Weighted
average effective
interest rate
Floating
interest rate
One year
2008
%
2007
%
2008
$000
2007
$000
2008
$000
2007
$000
Fixed interest rate maturing within
One to five years Five to ten years
2007
2008
$000
$000
2008
$000
2007
$000
4.95
-
-
5.28
-
-
465
-
-
465
2,233
-
-
2,233
-
-
-
-
-
-
-
-
-
-
-
-
7.99
-
8.88
7.85
8.35
-
9.50
-
-
-
-
-
-
-
-
-
-
-
2,025
-
37
-
2,062
1,940
-
8
-
1,948
645
-
161
5,000
5,806
-
-
-
-
-
-
7
-
7
-
-
-
-
-
-
-
6,000
6,000
-
-
-
-
-
-
-
-
-
Non-interest
bearing
2008
$000
2007
$000
-
-
5,299 2,836
9,739 6,303
15,038 9,139
-
-
8,156 3,096
-
-
8,156 3,096
-
-
Non-interest
bearing
2008
$000
2007
$000
-
-
3,345 2,571
32,531 6,341
35,876 8,912
-
-
4,715 2,704
-
-
-
-
4,715 2,704
Credit risk exposure
The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date to recognised
financial assets, is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the balance sheet
and notes to and forming part of the financial statements.
The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments entered into by the economic entity.
Net fair values
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the balance sheet
and notes to and forming part of the financial statements. The net fair values of listed investments have been valued at the
quoted market bid price at balance date. For unlisted investments where there is no organised financial market, the net fair value
has been based on recent shares sales and the estimation of the underlying net assets.
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Aspermont Limited ANNUAL REPORT 2008
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23. After balance date events
Joint Venture Agreement
On 14 August 2008, the Company agreed in principle to establish a joint venture business with leading agriculture specialist
information provider Kondinin Group (“Kondinin”) and the Grain Growers Association (“GGA”). Aspermont will own 50% of the
new entity, Kondinin Group Business Information Services Pty Ltd (“Kondinin JV”) with Kondinin Group and GGA holding the
remaining interest. Aspermont has in principle committed to fund the expansion of the joint venture operations subject to the
business case for each initiative.
Investment in Water Resources Group (“WRG”)
Aspermont currently holds 8,780,000 shares in WRG, recorded at cost of $432,106 within Unlisted Investments (refer note 7).
WRG has currently lodged a prospectus with the Australian Securities Exchange with intent to raise funds through an Initial
Public Offering at 60c per ordinary share. The offer opened on 11 September 2008 and will close no later than 10 October 2008.
On listing, and subject to the market share price, the investment value will be re-rated to the prevailing market price. 91,667
ordinary shares are under escrow for a period of 12 months after the IPO and 553,467 ordinary shares are under escrow for a
period of 24 months after the IPO.
24. Segment information
The economic entity operates solely in the media publishing industry within Australia and in the United Kingdom.
INFORMATION ABOUT BUSINESS SEGMENTS
Revenue
2008
($000)
Revenue
2007
($000)
Results
2008
($000)
Results
2007
($000)
Assets
2008
($000)
Assets
2007
($000)
Liabilities
2008
($000)
Liabilities
2007
($000)
Primary Reporting
Business Segments
Print Media
Internet Media
Conferencing
Corporate
Investment
Total
1,949
1,184
10,451
3,929
1,667
542
2,674
7,291
3,139
1,373
146
248
596
(2,672)
2,152
2,674
3,149
1,552
1,638
5,820
35,515
3,496
1,034
613
4,855
5,803
5,076
2,003
1,100
8,815
1,143
1,287
-
3,910
12,307
-
(118)
135
356
409
19,263
14,551
2,345
1,966
47,674
15,801
29,301
6,340
Business segments:
The above industry segments derive revenue from the following products and services:
- The print division derives subscription and advertising revenues from traditional print publications across a number of trade
sectors including mining, contracting, energy and the resources sector.
- The internet media segment develops and maintains web sites and daily news services covering various sectors including
mining, energy, construction and longwalls. Revenue is derived from subscription, advertising and sponsorships.
- Corporate receives various administration fees.
- The investment division receives revenue from advisory fees and general investment income including fair value gains/losses on
share investments held.
These segments are the basis on which the group reports its primary segment information.
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Aspermont Limited ANNUAL REPORT 2008
51
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
24. Segment information (continued)
Geographical segments:
The Group’s divisions are managed and operated within Australia and the United Kingdom.
Revenue
2008
($000)
Revenue
2007
($000)
Results
2008
($000)
Results
2007
($000)
Assets
2008
($000)
Assets
2007
($000)
Liabilities
2008
($000)
Liabilities
2007
($000)
Secondary Reporting -
Geographic Segments
Australia
12,490
14,551
United Kingdom
6,773
-
Total
19,263
14,551
1,411
934
2,345
1,966
41,527
15,801
24,044
6,340
-
6,147
-
5,257
-
1,966
47,674
15,801
29,301
6,340
Segment revenue and expenses:
Segment revenue and expenses are accounted for separately and are directly attributable to the segments.
Segment assets and liabilities:
Segment assets include all assets used by a segment and consist principally of receivables and property, plant and equipment, net
of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual
segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a
reasonable basis. Segment liabilities consist principally of accounts payable, wages and accrued expenses. Segment assets and
liabilities do not include deferred income taxes.
Inter-segment transfers:
There are no inter-segment transactions at this time.
25. Earnings per share (EPS)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Consolidated
2008
$000
1.169c
1.141c
2007
$000
1.048c
0.985c
(a) Weighted average number of ordinary shares outstanding during the year
used in calculation of basic EPS
200,554,407
187,639,244
(b) Weighted average number of ordinary shares outstanding during the year
used in calculation of diluted EPS
212,304,407
199,539,244
The following securities have been classified as potential ordinary shares and are included in the determination of dilutive EPS :
• 500,000 50.0c share options outstanding
• 11,100,000 22.5c share options outstanding
• 150,000 45.0c share options outstanding
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Aspermont Limited ANNUAL REPORT 2008
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26. Capital and leasing commitments
Finance lease commitments
Payable – Minimum lease payments
- Not later than 12 months
- Between 12 months and 5 years
- Greater than 5 years
Minimum lease payments
Less future lease charges
Present value of minimum lease payments
Operating lease commitments
Non-cancellable operating leases contracted for but not capitalised in the
financial statements:
- Not later than 12 months
- Between 12 months and 5 years
Consolidated
2008
$000
2007
$000
54
197
-
251
251
(52)
199
420
-
420
10
18
-
28
28
(5)
23
254
274
528
The Company currently has one property lease at 613-619 Wellington Street, Perth, Western Australia under operating lease. The
lease is a non-cancellable lease with a five-year term that commenced on 28 April 2004.
27. Business Combinations
(a) Summary of acquisition
On 26 March 2008 the parent entity acquired the controlling interest and remaining 60.7% of Mining Communications Limited
(“MCL”). MCL is the publisher of the 175-year-old Mining Journal and organiser of the internationally acclaimed Mines and Money
conference brand and series of events. The parent entity held a minority interest in MCL at 30 June 2007 of 34.3%, building to
39.3% in November 2007 prior to purchase of the remaining shares at 26 March 2008.
The acquired business contributed revenues of $4.979 million and consolidated profit of $0.305 million to the Group for the
period from 1 July to 26 March 2008. If the acquisition had occurred on 1 July 2007, revenue and consolidated profit for the
year ended 30 June 2008 would have been $13.106 million and $1.864 million respectively. These amounts have been calculated
using the Group’s accounting policies and adjusting the results of the subsidiary to reflect elimination of inter-entity interest
charges and additional depreciation and amortisation charges that would have been charged assuming the fair value adjustments
to property, plant and equipment and intangible assets had applied from 1 July 2007 together with consequential tax effects.
Details of the fair value of the assets and liabilities acquired and goodwill are as follows:
Purchase consideration:
Cash paid
Fair value of equity issued
Total purchase consideration
Fair value of net identifiable assets acquired
Goodwill
$000
14,493
8,760
23,253
11,751
11,502
23,253
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Aspermont Limited ANNUAL REPORT 2008
53
Notes to the Financial Statements
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
(b) Purchase consideration
Outflow of cash to acquire subsidiary
Cash consideration
Less: Balances acquired
Cash
Outflow of cash
Consolidated
Parent entity
2008
$000
14,493
(664)
13,829
2007
$000
-
-
-
2008
$000
14,493
(664)
13,829
2007
$000
-
-
-
(c) Assets and liabilities acquired
The assets and liabilities arising from the acquisition are as follows:
Current assets
Intangible assets
Trade receivables
Cash
Trade creditors (current)
Non-current liabilities
Other non-current liabilities
Net assets
Acquiree’s
carrying amount
Fair value
$000
207
3,134
3,097
664
(3,504)
(156)
(1,669)
1,773
$000
207
13,112
3,097
664
(3,504)
(156)
(1,669)
11,751 *
The carrying amount of the acquiree’s assets and liabilities are converted to AUD at 0.4608 as at 31 March 2008. *The fair value
of intangible assets of the acquiree was valued by BDO Kendalls using generally accepted valuation methods such as discounted
cash flow models and based on assumptions which include industry benchmarks across the range of the acquiree’s titles and
products.
The goodwill is attributable to the customer database, forward advertising bookings and value of brands such as Mines and
Money and the Mining Journal which have the potential to leverage into new geographical sectors, however have only benefitted
from a financial turnaround within 2007/08, the latter limiting the forward valuation.
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Aspermont Limited ANNUAL REPORT 2008
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Directors’ Declaration
The directors of the Company declare that:
1. The financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
a) comply with Accounting Standards and the Corporations Regulation 2001; and
b) give a true and fair view of the financial position as at 30 June 2008 and of the performance for the year ended on that date
of the Company and the economic entity.
2. The Chief Executive Officer and the Company Secretary have each declared that:
a) The financial records of the Company for the financial year have been properly maintained in accordance with section 286 of
the Corporations Act 2001;
b) The financial statements and notes for the financial year comply with the Accounting Standards; and
c) The financial statements and notes for the financial year give a true and fair view.
3. In the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Dated this 19th day of September 2008
Andrew Kent
Director
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Aspermont Limited ANNUAL REPORT 2008
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Aspermont Limited ANNUAL REPORT 2008
57
Additional Information for Listed Public Companies
For the year ended 30 June 2008 Aspermont Limited ACN 000 375 048 & Controlled Entities
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed companies:
a) Shareholding
Ordinary Share Capital
217,358,509 (2007: 194,319,792) shares are held by 374 (2007: 367) individual holders. All issued ordinary shares carry one vote
per share.
Distribution of Shareholders Number
Category (size of Holding)
2008
2007
Ordinary shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
42
30
89
127
86
374
40
32
95
128
72
367
The number of shareholdings held with less than marketable parcel is 45 (2007: 44)
b) Share Options (Unquoted)
Number of Options
Number of holders
Exercise Price
Date of Expiry
500,000
600,000
150,000
9,000,000
500,000
1,000,000
2
4
1
1
1
1
22.5c
22.5c
45.0c
22.5c
50.0c
22.5c
30/06/2008
23/08/2009
02/03/2010
30/06/2010
22/08/2010
30/09/2010
c) Company Secretary
The name of the Company Secretary is Mr. Henry Thong
d) Principal Registered Office
The address of the principal registered office in Australia is
613-619 Wellington Street, Perth, WA 6000
Ph +61 8 6263 9100
e) Register of Securities
The register of securities is held at the following address:
Advanced Share Registry
110 Stirling Highway, Nedlands, WA 6009
f) Stock Exchange Listing
Quotation has been granted for all of the ordinary shares of the Company on all Member Exchanges of the Australian Securities
Exchange Limited.
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Aspermont Limited ANNUAL REPORT 2008
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g) Substantial Shareholders
Name
1 Mr. Andrew Kent and beneficial interests
2 Mr. John Stark and beneficial interests
3
Cannavo Investments Pty Ltd
h) 20 Largest Shareholders – Ordinary shares
Name
1
2
3
Drysdale Investments Ltd
Cannavo Investments Pty Ltd
Annis Trading Ltd
4 Mr. John Stark & Mrs. Julie Stark
5
Allan Dale Real Estate Pty Ltd
6 Mr. Christopher Innis
7 Mr. Alan Cowen
8
Allandale Holdings Pty Ltd
9 Mr. Robert Miller
10 Mr. Robert Barrowman
11
A & C Gal Investments Pty Ltd
12 National Nominees Limited
13
Chepan Pty Ltd
14 Mr. Rhoderic Charles Whyte
15 Mr. Yeak Hui Tan
16 Mr. Thomas George Klinger
17
Dr. Carole Anne Jones
18 Mizrahi Tefahot Bank
19
BFA Pty Ltd
20 Mr. David Nizol
Number of Ordinary fully
paid shares held
% Held of Issued
Ordinary Capital
110,100,000
22,291,580
10,000,000
56.47%
11.43%
4.60%
Number of Ordinary fully
paid shares held
% Held of Issued
Ordinary Capital
101,000,000
46.47%
9,928,276
9,000,000
9,763,500
8,075,000
5,039,256
4,866,251
4,810,093
4,481,353
4,473,355
2,769,375
3,095,263
3,010,000
2,630,113
2,081,746
2,023,724
2,000,000
2,000,000
1,950,000
1,600,567
5.09%
4.14%
4.49%
3.71%
2.31%
2.24%
2.21%
2.06%
2.06%
1.27%
1.42%
1.38%
1.21%
0.96%
0.93%
0.92%
0.92%
0.90%
0.74%
184,669,596
84.95%
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Aspermont Limited ANNUAL REPORT 2008
59
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Aspermont Limited ANNUAL REPORT 2008
www.aspermont.com
AustrAliA
perth
613-619 Wellington Street
PERTH
Western Australia 6000
T: +61 8 6263 9100
F: +61 8 6263 9148
W: www.aspermont.com
sydney
Level 4
36 Carrington Street
SYDNEY
New South Wales 2000
T: +61 2 9279 2222
F: +61 2 9279 2477
W: www.resourcefulevents.com
uK/europe/AmericAs
Aspermont united Kingdom
Albert House
1 Singer St
LONDON
United Kingdom, EC2A 4BQ
T: +44 (0) 20 7216 6060
F: +44 (0) 20 7216 6050
W: www.mining-journal.com