2009 l Annual Report
www.aspermont.com
For personal use only contents
01 Board of Directors
14 Corporate Directory
02 The Year in Review
15 Directors’ Report
03 CEO’s Report
25 Corporate Governance Report
04 Financial Highlights
27 Auditor’s Independence Declaration
05 London Calling
28 Financial Statements
06 Company Profile
33 Notes to the Financial Statements
08 Channels and Services
73 Directors’ Declaration
10 Associated Companies
74
Independent Auditor’s Report
11 The Leadership Team
76 Additional Information
12 The Newsroom
78 Notes
Directors
Andrew Leslie Kent
John Stark
Lewis George Cross
Company Secretary
Henry Thong
Officers
Colm O’Brien – Chief Executive Officer, Group
David Nizol – Chief Executive Officer (UK)
Chris Bond – Chief Operating Officer
Mark Davies – Group Strategy
Henry Thong – Chief Financial Officer
Registered Office
613-619 Wellington St, Perth WA 6000
Telephone: (08) 6263 9100
Facsimile: (08) 6263 9148
Postal Address
PO Box 78, Leederville WA 6902
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
110 Stirling Hwy, Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Bankers
ANZ Banking Group Limited
7/77 St Georges Terrace
Perth WA 6000
Solicitors
Steinepreis Paganin
Level 4, Next Building
16 Milligan St, Perth WA 6000
Auditors
MSI Marsdens
565 Hay St, Daglish WA 6008
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
For personal use only
board of directors
Chairman’s Review
Dear Shareholders,
Your Board would like to take this opportunity to thank you for your kind support during the past 12 months.
Fiscal year 2008-09 saw unprecedented volatility in global financial markets with downward pressure sending
national economies into recessionary freefall. Against a backdrop of uncertainty, collapsing spends in online
advertising, and the subsequent failings of one-time media giants, Aspermont chose its course and successfully
navigated the storm.
Income challenges were met with prudent management, optimisation of assets and driving product efficiency.
All the Group’s mainstay and long-term revenue plays were well equipped throughout the year and offered
protection for the development of new income sources.
The Group delivered yet another year of revenue and underlying earnings growth. Debt/equity levels were
reviewed, a new balance struck and consolidation in our banking relationship was found. Management was
kept busy with the Group’s three new media investments: Aspermont UK (formerly MCL), Kondinin Group (Aus)
and Tonkin Corporation (Aus/US).
New footholds in both hemispheres brought advances in the Group’s heartland industries, while partnerships
closer to home yielded sectoral diversification. A widening global footprint, deeper product base and market risk
mitigation were fully aligned with the corporate objectives.
On the domestic front, new IT builds in systems and processes have been successfully concluded with
productivity gains now being realised across the Group, which will continue in the coming years.
During the last period your chairman also took a more proactive step in the development of the Group’s general
investment portfolio in actively taking board position with each of the most strategic Aspermont assets.
Overall it has been a challenging but rewarding year. Looking back, having experienced powerful growth in
people, assets, revenue and profits over the past eight years, the opportunity for some focused introspection has
left us on a stronger footing and well poised for the years to come. As the markets recover, we will be fast out
the traps and I do not rule out further acquisitions.
Over the next 12 months I expect continued build in revenue, improving profitability (both in volume and
margins), and a very strong focus on growing our global audience.
Boards are human, conditions do change and share prices rise and fall. Yet sustained positive results, eight
years of revenue and profit growth, continual expansion in sectors and reach – even in the bleakest of times
– does deserve some attention.
In conclusion and due to expectations for the current year, your Board is pleased to signal a return to dividend
payments with a special interim dividend, having taken a prudent line on the matter during 2008-09.
Yours sincerely,
Andrew Kent
Chairman
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
1
For personal use only
the year in review
• Underlying EBITDA increased from $4.2 million to $4.7 million on a revenue lift of $5.4 million to
$24.7 million.
• Apart from the closure/scale-back of non-performing products, Australia and the UK delivered healthy gross
margins (weighted average) of 19%.
• Overall monthly readership/visitor numbers have increased by 64% year-on-year.
• Launch of print, online, search and conference bundle packages, to better address clients’ needs for
integrated media solutions across markets.
• Mines and Money Gulf was launched in Dubai in March 2009, and proved successful and profitable.
• Aspermont UK continues to launch numerous events catering for the international mining and finance
sector.
• Introduced print suppliers guides for the oil and gas, and mining and construction sectors, providing
value-added content for readers and additional advertising revenue for the company.
• Aspermont recently entered a joint venture with AusBiotech to build on its existing online news service for
the life sciences industry, BioTechnologyNews.net, which will deliver an enhanced product and significant
cost savings.
• RESOURCESTOCKS magazine merged with United Kingdom-based publication World Mining Stocks.
This has delivered significant cost savings and an enhanced global product.
• Continued to invest significantly in internal infrastructure, with the implementation of new production and
subscription systems, which delivered immediate, bottom-line results.
• Launch of Excellence in Industrial and Commercial Water in Melbourne with environment partner WME
Media, providing the only dedicated event to business water users in Australia. Aspermont also consolidated
its equity interest in Resourceful Events from 80% to 100%.
• Tonkin Corporation has continued its growth, in particular through expansion of the Australian operations
and a recent launch into the Southeast Asia market.
• Entered a strategic partnership with Kondinin Group and the Grain Growers Association (GGA), aimed at
developing and growing the businesses.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
2
For personal use only
ceo’s report
Dear Fellow Shareholders,
I am pleased to present to you my report on operations for the year ended 30 June
2009, and to reflect on the many changes the company has undergone.
This financial year has been a testing time for all companies, with those in the
media sector being particularly affected. The sudden demise in business sentiment
and the global recession had an impact on top line revenue and reported profit.
It is important to note that the underlying performance of Aspermont has shown considerable resilience to the
downturn, driven by our large global presence and access to increased resources and economies of scale.
We have also implemented an extensive cost-cutting exercise driven by successful implementation of IT
projects and a reduction in the number of developing products. Most importantly, our ability to innovate new
revenue streams at reduced costs has been a significant step forward for the business.
The overall results show an increase in revenue and in underlying EBITDA, after non-recurring costs have
been removed.
With Aspermont’s extensive portfolio of print, online and conference offerings, we have been able to address
our clients’ needs in a more consultative manner by providing media solutions across media channels and
markets. This ability is a key platform for growth for all our revenue streams and is complemented with an
increasing number of new product offerings to ensure we can best service our clients.
One of the most exciting improvements this year has been the 64% increase in the overall size of our
readership database. This has been achieved notwithstanding a reduction in our overall marketing budgets.
Our developing products SuperLiving and Search have demonstrated that we have the ability to continue to
grow our readership, particularly in the online space. The conversion of our database to revenue remains
core to Aspermont’s continued success.
With the first quarter of this financial year nearing completion, I am encouraged by the signs of recovery, and
optimistic that the worst is behind us. Aspermont is better positioned for the current market, and continues to
demonstrate ingenuity and resilience when faced with all challenges.
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. The announcement of new directors will greatly assist in both our
strategic direction and in furthering the overall corporate promotion of our business.
Finally, I would like to take the opportunity to thank all staff who continue to drive forward all aspects of
the group, including the staff who unfortunately we had to let go this year. 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. I look forward to providing updates as we progress through this financial year.
Yours sincerely,
Colm O’Brien
Chief Executive Officer, Group
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
3
For personal use only
financial highlights
Reported
Normalised*
Reported
Normalised*
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
*Adjusted for non-recurring items
For personal use only
london calling
Dear Fellow Shareholders,
How things have changed in the past 12 months! When we here at Aspermont UK
sat down early in February 2008 to set out the parameters for the 2008-09
budgetary process, little did we know what awaited us.
We had been aware of Northern Rock’s slide the previous autumn, but like the rest
of the planet, we did not realise this was a portent of what was to come.
Diligently we looked at each profit centre, the scope, opportunity, margin and the prerequisite investment
required for each, then we added new product and drilled down into costs across the whole business.
The planned underlying EBITDA lift was an impressive 25% against 2007-08.
At the end of August 2008, four months into the new financial year, revenues were on target, costs were 5%
below budget (and 4% down on the previous year), and operating profit, cumulatively, was comfortably ahead
of budget. Then the financial crisis took hold.
We decided on a two-pronged approach.
First was to revisit all costs and minimise. The one caveat here was that quality would not be compromised.
Among others, all discretionary spend was reviewed. Through increased internal productivity, we were able
to significantly reduce freelance/contributor spend. Outsourced services such as telemarketing, design bureau
and event website creation were brought in-house. All recruitment was embargoed.
Second was to look at revenue creation. None of the following were in the original 2008-09 budget submission.
In March 2009, we ran our first Mines and Money Gulf in Dubai. It was an unqualified success. We also set the
foundations for a London-based Russia and CIS Symposium (June 2009), a Mining in a Day series (started in
February 2009) and a Mining Magazine Congress (October 2009) in Niagara-on-the-Lake, Ontario. We are well
advanced with plans for a China Symposium in London next spring, and Mines and Money Beijing next June.
We also introduced portfolio sales opportunities for our clients and added value to many of our offerings.
The result was that we ended the year relatively strongly. Recorded revenues were £5.3 million, 16% down
against 2007-08, costs were down by 9% and EBITDA finished at £1.1 million with a margin of 20.7%.
The current year has started well. We are on plan after three months, the forward booking position for our
publications up to December 2009 is strong, and we are more than 70% pre-booked for Mines and Money
London (in December 2009).
Mining in a Day is going international, with a seminar in Denmark planned, and we are about to open a
Beijing office. The Geo Drilling Show (with a new Ground Source dimension) next April is already showing a
healthy booking position. We are relaunching the 20:20 Investor Series, renaming it Mining Journal Investor
Seminars, and running a Mining Environmental Seminar just before the Prospectors & Developers Association
of Canada (PDAC) International Convention in March next year in Toronto.
In addition, increased investment in our Virtual Exhibition proposition is underway, and further integration
of processes and product with Aspermont in Australia , specifically the subscription management system,
the sales approach and global online amalgamation, is imminent. It has been very pleasing to have really
deepened the relationship between the two operations, particularly at the CEO levels and right through to
each department.
And last, but certainly not least, we have acquired additional quality personnel over the past 15 months.
We look forward to another challenging year with gusto.
Yours sincerely,
David Nizol
Chief Executive Officer
Aspermont UK
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
5
For personal use only
company profile
Aspermont specialises in the production of
information services for the Business to Business
(B2B) and Business to Consumer (B2C) markets,
delivered through print, conferencing and online
media channels.
This “Information for Industry” approach remains
core to our company vision. The charts on the
right show that we continue to diversify our
delivery channels and see incremental revenue in
all three channels.
Aspermont offers its readers independent and
newsworthy insight into carefully selected target
markets, while offering its advertising partners
end-to-end, targeted marketing solutions.
These are complemented with a suite of additional
services, including industry-specific search
engines, archives and directories, tailored editorial
facilities and graphic design capability.
We operate directly or through associated
companies in the following sectors:
• Mining
• Oil & Gas
• Construction
• Consumer
• Environment
• Agriculture
• Life Sciences
• Financial Services & Superannuation
• Compliance & Government Affairs
2005
Print
Online
Events
2009
Print
Online
Events
2012
Print
Online
Events
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
6
For personal use only
Aspermont continues to grow across channels,
and to build its revenue and underlying profits.
It is worth noting, however, that the company’s
underlying vision of creating exponential growth in
readership remains consistent. We have placed a
target of one million readers within the next three
years. The graph below illustrates this plan.
The premise of this is that our experience in
database build, in particular online functionality
and marketing, will allow us to quickly expand
across sectors and borders. The main driver
for this lofty target is the work presently being
undertaken across the group in terms of next
generation portal technologies and creating
a functionally rich environment for our ever
increasing readership.
Audience Build
)
s
d
n
a
s
u
o
h
T
(
s
r
e
d
a
e
R
y
l
h
t
n
o
M
e
g
a
r
e
v
A
200
175
150
125
100
75
50
25
0
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
7
For personal use only
channels and services
Print
Aspermont produces 13 in-house publications, and several other
publications in partnership with external agencies. In the past year,
Aspermont produced more than 150 issues.
The group has almost 175 years of print publishing experience
through Mining Journal, which was founded in 1835.
Aspermont’s print publications provide comprehensive and up-
to-date news, reviews and surveys. The products continue to be
acknowledged as leaders in their respective sectors, due to the
high standard of journalism, competitive pricing and continually
refreshed content.
Suppliers Guides
Aspermont recently launched annual suppliers guides
for each of its key sectors. Each guide contains
comprehensive listings of the industry’s suppliers,
arranged into product and service categories.
As important industry reference tools, the suppliers guides
are also a cost-effective advertising opportunity.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
8
For personal use only
Online
Aspermont currently produces 10 online news services, delivering more
than 500,000 email bulletins direct to readers’ desktops each week.
Aspermont’s online publications are renowned for their news
presentation, quality and scope of reporting.
During the year, the company enhanced its online offerings for readers
and advertisers, with the introduction of Used Equipment, General
Appointments, Online Surveys and several other initiatives. SuperLiving,
Aspermont’s publication for consumers in the over-45 age group,
continued to grow its readership base, doubling its readers during the
financial year.
Industry Specific Search Engines
Aspermont offers four vertical search engines that correlate
directly with the company’s key business sectors.
The engines are aimed at increasing user and organisational
productivity, by enabling faster and more accurate industry
search analyses. Vertical search also offers advertisers
increased return on investment by connecting them with a
highly targeted and involved audience.
Conferences
Organised by Aspermont UK, Mines and Money delivers
leading global mining investment events, held annually in
London, Hong Kong and the Gulf region.
Aspermont’s Australian events division, Resourceful
Events, has delivered more than 30 resource investment
conferences and seminars since it was established in
2005. The Excellence series of conferences are already
regarded as leaders in their field.
Formerly the 20:20 Investor Series, these half-day
resource investment seminars were recently relaunched as
Mining Journal Investor Seminars. These seminars focus
on a specific commodity or region and are held throughout
the year in Sydney and London.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
9
For personal use only
associated companies
Resourceful Events
Resourceful Events’ specialty is the design and management of
investment-focused events, to help foster business relationships and
generate new business opportunities in the local and international
resources sector.
Aspermont fully acquired Resourceful Events in 2009.
www.resourcefulevents.com
Tonkin Corporation
Founded in 2000, Tonkin Corporation provides trend-based conferences
and seminars on legal services, financial services, property, human
resources, mining and energy.
The company owns more than 100 events, which are held in Australia,
New Zealand, Singapore and the United States.
Tonkin Corporation is 49% owned by Aspermont.
www.tonkincorporation.com
WME Media
WME Media is Australia’s leading environmental publisher, providing
coverage of environmental news, events and issues.
Aspermont’s partnership with WME has enabled the companies to
pursue new market opportunities in this rapidly growing sector.
These include the launch of the Excellence in Industrial and Commercial
Water conference in Sydney and Licence to Operate (LTO), a supplement
produced twice a year that focuses on environmental best practice
in mining.
WME is 30% owned by Aspermont.
www.wme.com.au
Kondinin Group
Established in 1955, Kondinin Group has grown to become Australia’s
leading agriculture information provider and independent farm
improvement group.
Kondinin publishes Farming Ahead magazine and provides training,
consulting and contract publishing services.
The Kondinin Group has recently merged with the Grain Growers
Association, which is also a shareholder of Kondinin Information
Services. This significant step will greatly increase market representation
and increase membership access to more than 30,000.
Aspermont is purchasing 50% Kondinin Information Services through
a working capital investment program.
www.kondinin.com.au
Corporate Intelligence and Communications (CIC)
CIC was incorporated in 2007 to provide corporate services to
Aspermont’s business partners and the broader market.
The scope of CIC’s business includes corporate advisory, public relations
and marketing.
www.corporateic.com
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
10
For personal use only
the leadership team
Colm O’Brien
Chief Executive Officer,
Group
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
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
11
For personal use only
the newsroom
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
12
For personal use only
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
13
For personal use only
corporate directory
Directors
Andrew Leslie Kent
John Stark
Lewis George Cross
Company Secretary
Henry Thong
Officers
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
110 Stirling Hwy,
Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Colm O’Brien – Chief Executive Officer, Group
David Nizol – Chief Executive Officer (UK)
Chris Bond – Chief Operating Officer
Mark Davies – Group Strategy
Henry Thong – Chief Financial Officer
Bankers
ANZ Banking Group Limited
7/77 St Georges Terrace,
Perth WA 6000
Registered Office
613-619 Wellington St,
Perth WA 6000
Telephone: (08) 6263 9100
Facsimile: (08) 6263 9148
Postal Address
PO Box 78, Leederville WA 6902
Solicitors
Steinepreis Paganin
Level 4, Next Building
16 Milligan St, Perth WA 6000
Auditors
MSI Marsdens
565 Hay St, Daglish WA 6008
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
14
For personal use only
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
directors’ report
Your directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of
Aspermont Limited and the entities it controlled at the end of, or during, the year ended 30 June, 2009.
Directors
The following persons were directors of Aspermont Limited during the whole of the financial year and up to
the date of this report:
A.L. Kent
J. Stark
L.G. Cross
Principal activities
The 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.
Operating results
The consolidated operating loss after tax was $0.484 million (2008: profit $2.345 million).
Dividends
No dividend has been declared for the year (2008: 0.13c per share).
Review of operations
This year has been a difficult trading year in the media industry both locally and globally. The sharp downturn
in the mining and construction sectors in particular has affected our sales. The business has adjusted by
completing a strategic review of its products and overheads during the year. The consequence has been
the closure of all marginal products and a significant scale-back of development products as they approach
a natural footing from which they can progress on a stand-alone basis. The review also saw a reduction
of overheads which is appropriate for the economic condition. The advancement and implementation of a
number of IT development projects will assist in margin management and future growth.
The financial impact of non-recurring costs was $2.8 million in 2009 and will not recur in 2010.
The intellectual capital and core infrastructure remains in place, therefore the ongoing program to develop
future revenue drivers can restart when conditions allow.
The negative sentiment in the stock market has temporarily set back the Company’s portfolio valuations
notwithstanding the positive progress made to realise value in the underlying assets.
Group revenue has grown by $5.5 million after taking into account the full year impact of the UK acquisition.
Apart from the impact of non-recurring costs, this improvement is also reflected in an improved underlying
EBITDA to $4.7 million compared to $4.2 million in the prior year. The cost of debt for the UK acquisition
has weighed on the net profit. The net assets of the consolidated group are $19.3 million (2008: $19.8
million) after a rigorous testing of asset values for impairment resulted in write-downs of $0.8 million.
The recently completed non-renounceable rights issue and private placement will contribute to reducing the
Company’s debt exposure which is prudent for the times.
Significant changes in the state of affairs
The significant changes in the state of affairs of the Group during the financial year are outlined in the
preceding review of operations.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
15
For personal use only
directors’ report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Matters subsequent to the end of the financial year
A rights issue occurring in August 2009 at 15 cents per share resulted in contributed equity increasing by
$1.8 million (from 217,358,509 shares to 229,377,159 shares).
Following the rights issue was a private placement also at 15 cents per share which resulted in contributed
equity increasing by $1.1 million (being 7.4 million issued shares).
The net cash received from this capital raising was used principally to repay borrowings that were undertaken
to finance the purchase of Mining Communications Limited (now Aspermont UK Limited) in March 2008.
Additional cash was used for working capital.
Except for the above, no other matter of circumstance has arisen since 30 June 2009 that has significantly
affected, or may significantly affect:
(a)
(b)
(c)
The Group’s operations in future financial years; or
The result of those operations in future financial years; or
The Group’s state of affairs in future financial years.
Likely developments and expected results of operations
The Company expects to diversify into the agricultural sector through the joint venture with the Kondinin
Group during the course of the year.
Further information on likely developments in the operations of the Group and the expected results of
operations have not been included in this annual financial report because the directors believe it would be
likely to result in unreasonable prejudice to the Group.
Environmental regulations
Environmental regulations do not have any impact on the Group, and the Group is not required to report
under the National Greenhouse and Energy Reporting Act 2007.
Information on directors
A.L. Kent AAICD Chairman non-executive. Age 62
Experience and expertise
Mr. 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 Limited from 2000 to 2005 and holds
considerable knowledge of its products and the market landscape. Mr. Kent joined the Board in 1998.
Other current directorships
Mr. Kent holds directorships in Magyar Mining LLC (since 2008), Water Resources Group Pty Ltd (since
2007), New Guinea Energy NL (since 2009) and Excalibur Mining NL (since 2009). Mr. Kent is a member of
the Australian Institute of Company Directors.
Former directorships in last 3 years
None
Special responsibilities
Chairman of the Board
Interest in shares and options
116,925,000 ordinary shares in Aspermont Limited
9,000,000 options over ordinary shares in Aspermont Limited
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
16
For personal use only
J. Stark AAICD Non-executive director. Age 63
Experience and expertise
Mr. Stark is an experienced business manager with experience and interests across various listed and unlisted
companies. Mr. Stark has been a member of the Board since 2000.
Other current directorships
None
Former directorships in last 3 years
None
Special responsibilities
Chairman of Remuneration Committee
Interest in shares and options
24,656,093 ordinary shares in Aspermont Limited
L.G. Cross B.Com, CPA, FAICD Non-executive director. Age 61
Experience and expertise
Mr. Cross is the principal of the accounting firm CrossCorp Accounting. Mr. Cross has been a member of the
Board since 2000.
Other current directorships
Polaris Metals NL (since 1998)
Golden State Resources NL (since 2006)
White Canyon Uranium Ltd (since 2007)
Special responsibilities
Chairman of Audit & Risk Committee
Former directorships in last 3 years
None
Interest in shares and options
1,700,000 ordinary shares in Aspermont Limited
The above directors have been in office since the start of the financial year to the date of this report unless
otherwise stated.
Company Secretary
The Company Secretary is Mr. H. Thong, B.Comm, MBA, FCPA. Mr. Thong was appointed to the position of
Company Secretary in 2008. Mr. Thong is concurrently the Chief Financial Officer (appointed July 2007) and
has extensive financial management and corporate governance experience in prior roles.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
17
For personal use only
directors’ report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Meetings of directors
The number of meetings of the Company’s Board of Directors and of each Board committee held during the
year ended 30 June 2009, and the number of meetings attended by each director were:
Full meetings
of directors
Meetings of committees
Audit & Risk
Remuneration
A
4
4
4
B
4
4
4
A
2
**
2
B
2
**
2
A
1
1
**
B
1
1
**
A. Kent
J. Stark
L. Cross
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the committee
during the year
** = Not a member of the relevant committee
Remuneration report (Audited)
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
E Additional information
A) Principles used to determine the nature and amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with achievement of
strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery
of reward. The Board ensures that executive reward satisfies the following criteria for good reward governance
practices:
• competitiveness and reasonableness;
• acceptability to shareholders;
• performance linkage/alignment of executive compensation;
• transparency.
In consultation with external remuneration consultants, the Group has structured an executive remuneration
framework that is market competitive and complementary to the reward strategy of the organisation.
Alignment to shareholders’ interests:
• has economic profit as a core component of plan design;
• focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and
delivering constant return on assets as well as focusing the executive on key non-financial drivers of value;
• attracts and retains high-calibre executives.
Alignment to program participants’ interests:
• rewards capability and experience;
• reflects competitive reward for contribution to growth in shareholder wealth;
• provides a clear structure for earning rewards;
• provides a recognition for contribution.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
18
For personal use only
The framework provides a mix of fixed and variable pay, and a blend of short and long-term incentives. As
executives gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk”
rewards.
The Board has established a Remuneration Committee which provides advice on remuneration and incentive
policies and practices, and specific recommendations on remuneration packages and other terms of
employment for executives directors, other senior executives and non-executive directors.
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the
responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed annually by the
Board. The Board has also considered the advice of independent remuneration consultants to ensure non-
executive directors’ fees and payments are appropriate and in line with the market. The Chair’s fees are
determined independently to the fees of non-executive directors based on comparative roles in the external
market. The Chair is not present at any discussions relating to the determination of his own remuneration.
Directors’ fees
The current base remuneration was last reviewed with effect from 1 July 2009. The non executive directors’
fees are inclusive of committee fees.
The following fees have applied:
From 1 July 2009
From 1 July 2008 to
30 June 2009
Base Fees
Chair
Other non-executive directors
125,000
48,000
119,415
48,000
Executive pay
The executive pay and reward framework has three components. The combination of these comprises an
executive’s total remuneration. The Group intends to revisit the incentives during the year ending 30 June
2010.
Base Pay
This is structured as a total employment cost package which may be delivered as a combination of cash and
prescribed non-financial benefits at the executives’ discretion.
Executives are offered a competitive base pay that comprises the fixed component of pay and rewards.
External remuneration consultants provide analysis and advice to ensure base pay is set to reflect the
market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s pay is
competitive with the market. An executive’s pay is also reviewed on promotion.
There are no guaranteed base pay increases in an executive’s contracts.
Benefits
Executives receive benefits including health insurance, car allowance and financial planning services.
Superannuation
Executives are paid the statutory contribution of 9%. Executives may elect to sacrifice base pay into
superannuation at their discretion.
Short-term incentives (STI)
The STI target annual payment is reviewed annually against a combination of profit targets, strategic and
operational objectives. Each executive STI is tailored to the achievement of objectives under that executive’s
direct sphere of influence. The use of profit targets ensures variable reward is only available when value has
been created for shareholders and when profit is consistent with the business plan. The incentive pool is
approved by the Remuneration Committee.
Long-term incentives
Long-term incentives are provided to certain employees to incentivise long-term objectives and tenure.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
19
For personal use only
directors’ report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
B) Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors, the key management personnel of the Group (as defined in AASB
124 Related Party Disclosures) and specified executives of Aspermont Limited and the Aspermont Limited
Group are set out in the following tables.
The key management personnel of the Group are the directors of Aspermont Limited and the following
executives:
• C. O’Brien – Chief Executive Officer (Group)
• D. Nizol – Chief Executive Officer Aspermont UK
• H. Thong – Chief Financial Officer and Company Secretary
• C. Bond – Chief Operating Officer
• M. Davies – Group Strategy
Key management personnel of the Group and other executives of the Company and the Group:
2009
Name
Non executive directors
A.L. Kent Chair
J. Stark
L.G. Cross
Sub-total non executive
directors
Other key management
personnel
C.J. O’Brien
D.F. Nizol
H. Thong
C. Bond
M. Davies
Total key management
personnel compensation
(Group)
2008
Name
Non executive directors
A.L. Kent Chair
J. Stark
L.G. Cross
Sub-total non executive
directors
Other key management
personnel
C.J. O’Brien
D.F. Nizol **
H. Thong ##
C. Bond
M. Davies *
R. Hardwick #
Total key management
personnel compensation
(Group)
Short-term employee benefits
Cash salary
and fees
Cash Bonus
Non monetary
benefits
Post
employment
benefits
Super-
annuation
Long-term
benefits
Long service
leave
Share-based
payments
Options
Total
119,415
24,000
24,000
167,415
211,448
217,741
161,226
124,418
175,810
-
-
-
-
-
-
-
-
-
-
-
-
-
60,299
2,160
2,160
64,619
34,539
-
32,370
30,615
-
15,206
21,774
13,068
13,174
14,185
890,643
-
97,524
77,407
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
179,714
26,160
26,160
232,034
261,193
239,515
206,664
168,207
189,995
-
1,065,574
Short-term employee benefits
Cash salary
and fees
Cash bonus
Non monetary
benefits
Post
employment
benefits
Super-
annuation
Long-term
benefits
Long-service
leave
Share-based
payments
Options
Total
99,519
24,000
24,000
147,519
189,009
17,857
117,762
102,711
88,820
62,183
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
2,160
2,160
-
104,320
23,341
593
17,638
28,378
-
-
17,011
1,984
10,599
9,244
7,994
5,596
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
45,695
-
-
-
199,519
26,160
26,160
251,839
229,361
20,434
191,694
140,333
96,814
67,779
578,342
-
69,950
52,428
-
45,695
746,415
* Mr. Davies was appointed Head of Group Strategy on 19 November 2007.
# Mr. Hardwick resigned as Chief Financial Officer on 12 May 2006 and remained as Company Secretary until 11 February 2008.
** Mr. Nizol joined the executive team on 26 March 2008, the date on which Mining Communications Limited was fully acquired
by the Company. UK executive remuneration, paid in British pounds, has been converted to Australian dollars at the average
exchange rate over the relevant reporting period from 26 March 2008 to 30 April 2008.
## Mr. Thong was appointed Chief Financial Officer on 30 July 2007 and appointed Company Secretary on 11 February 2008.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
20
For personal use only
C) Service agreements
On appointment to the Board, all non-executive directors enter into a service agreement with the Company
in the form of a letter of appointment. The letter summarises the Board policies and terms, including
compensation, relevant to the office of the director.
Remuneration and other terms of employment for the Chief Executive Officer (Group) and other key
management personnel are also formalised and are currently being reviewed by the Remuneration Committee.
Each of these agreements provide for the provision of performance-related cash bonuses, other benefits
including health insurance, car allowances and participation, when eligible, in Aspermont’s Executive Option
Plan. Other major provisions of the agreements relating to remuneration are set out below.
All contracts with executives may be terminated early by either party with three months notice, subject to
termination payments as detailed below.
C.J. O’Brien Chief Executive Officer (Group)
• Term of agreement – commencing 3 October 2005 and ending 2 October 2010.
• Base salary, inclusive of superannuation, for the year ended 30 June 2009 of $265,000 to be reviewed
annually by the remuneration committee.
• Payment of a termination benefit on early termination by the Company, other than for gross misconduct,
equal to the base salary for the remaining term of the agreement.
D.F. Nizol Chief Executive Officer (UK)
• Term of agreement – ongoing, commencing 2 November 2005.
• Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $231,515 (pro rata) to be
reviewed annually by the remuneration committee.
• Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to
6 months base salary.
H. Thong Chief Financial Officer and Company Secretary
• Term of agreement – ongoing, commencing 30 July 2007.
• Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $208,200 (pro rata) to be
reviewed annually by the remuneration committee.
• Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to
6 months base salary.
M. Davies Group Strategy
• Term of agreement – ongoing, commencing 19 November 2007
• Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $201,840 (pro rata) to be
reviewed annually by the remuneration committee.
• Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to
6 months base salary.
C. Bond Chief Operating Officer
• Term of agreement – commencing 1 November 2006 and ending 30 October 2009
• Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $188,500 (pro rata) to be
reviewed annually by the remuneration committee.
• Payment of a termination benefit on early termination by the Company, other than for gross misconduct,
equal to the base salary for the remaining term of the agreement.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
21
For personal use only
directors’ report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
D) Share-based compensation
Options
Options over shares in Aspermont Limited are granted under the Aspermont Limited Executive Option Plan
(EOP). The EOP is designed to provide long-term incentives for executives to deliver long-term shareholder
returns. Under the plan, participants are granted options which only vest if certain performance standards
are met and the employees are still employed by the Group at the end of the vesting period. Participation in
the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to
receive any guaranteed benefits.
Once vested, the options remain exercisable for a period of two years. Options are granted under the plan for
no consideration.
Options granted under the plan do not carry dividend or voting rights until they are exercised.
The exercise price of options is based on the weighted average price at which the Company’s shares are
traded on the Australian Securities Exchange during the week up to and including the date of grant.
Details of options over ordinary shares in the Company provided as remuneration to each director of
Aspermont Limited and each of the key management personnel of the parent entity and the Group are set out
below.
When exercisable, each option is convertible into one ordinary share of Aspermont Limited. Further
information on the options is set out in note 17 to the financial statements.
Name
Key management
personnel of the Group
C.J. O’Brien
D.F. Nizol #
H. Thong
C. Bond
M. Davies
Number of options granted
during the year
Number of options vested
during the year
2009
2008
2009
2008
-
1,910,718
-
-
-
-
-
500,000
-
-
-
-
-
-
-
-
-
500,000
-
-
# Mr. Nizol’s options contained vesting conditions related to the financial performance of Aspermont UK. The options did
not vest in 2009 and were cancelled on 30 June 2009.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period
from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at
grant date are independently determined using a Black-Scholes option-pricing model that takes into account
the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term
of the option.
Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each
director of Aspermont Limited and other key management personnel of the Group are set out below.
Name
Key management
personnel of the Group
C.J. O’Brien
D.F. Nizol
H. Thong
C. Bond
M. Davies
Date of exercise
of options
Number of ordinary shares
issued on exercise of options
2009
2008
2009
2008
-
-
-
-
-
-
-
-
16-Jun-08
-
-
-
-
-
-
-
-
-
250,000
-
No amounts are unpaid on any shares issued on the exercise of options.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
22
For personal use only
E) Additional information
There were no performance-based bonuses paid in 2009.
This is the end of the Audited Remuneration Report.
Loans to/from directors and executives
Information on loans to/from directors and executives, including amounts, interest rates and repayment terms
are set out in note 20 to the financial statements.
Shares under option
Unissued ordinary shares of Aspermont Limited under option at the date of this report are as follows:
Date of Issue
Date of Expiry
Exercise Price
Number of Options
02/03/2007
01/07/2005
22/08/2007
01/10/2005
02/03/2010
30/06/2010
22/08/2010
30/09/2010
45.0c
22.5c
50.0c
22.5c
150,000
9,000,000
500,000
1,000,000
No option holder has any right under the options to participate in any other share issue of the Company or
any other entity.
Insurance of officers
During the financial year, Aspermont Limited paid a premium to insure the directors and secretary of the
Company and its Australia-based controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of entities in the Group, and any other payments
arising from liabilities incurred by the officers in connection with such proceedings. Not included are such
liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by
the officers of their position or of information to gain advantage for themselves or someone else to cause
detriment to the Company. It is not possible to apportion the premium between amounts relating to the
insurance against legal costs and those relating to other liabilities.
Indemnity of auditors
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 auditors of the Group.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to 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.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
23
For personal use only
directors’ report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties
where the auditor’s expertise and experience with the Company and/or the Group are important.
The Board of Directors has considered the position and, in accordance with advice received from the audit
committee, is satisfied that the provision of the non-audit services is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the
provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following reasons:
• All non-audit services have been reviewed by the audit committee to ensure they do not impact the
impartiality and objectivity of the auditor.
• None of the services undermine the general principles relating to auditor independence as set out on
APES 110 Code of Ethics for Professional Accountants.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the
parent entity, its related practices and non-related audit firms:
Consolidated
2009
$000
2008
$000
Other assurance services
MSI Marsdens – CAB Audit
2
2
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act
2001 is set out on page 27.
Rounding of amounts
The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and
Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the
Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars,
or in certain cases, to the nearest dollar.
This report of the directors incorporating the remuneration report is made in accordance with a resolution of
the Board of Directors.
A.L. Kent
Chairman
Perth
29 September 2009
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
24
For personal use only
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
corporate governance report
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 is committed to a 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 website 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 2009 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 allow for 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. The Board regularly consults with external advisors on specialist matters reserved for the
Remuneration and Audit & Risk Committees. The skills and experience of each board member are outlined
within the Directors’ Report.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
25
For personal use only
corporate governance report
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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.
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 disclosures
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. All information disclosed to the ASX is posted on the Company’s
website as soon as it is disclosed to the ASX. The Company’s website also has an option for shareholders to
register their e-mail address for direct e-mail updates on company matters.
A company should recognise and manage risk
The Board, through the audit committee, is responsible for ensuring there are adequate policies in relation to
risk management, compliance and internal control systems. In summary, the company policies are designed
to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and
efficiently managed and monitored to enable achievement of the Group’s business objectives.
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 are disclosed in the Remuneration
Report.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
26
For personal use only
For personal use only income statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
The Company
2009
$000
2008
$000
Note
2009
$000
2008
$000
3
3
4
23,052
16,047
10,228
12,574
1,677
3,216
1,194
3,205
(10,503)
(6,930)
(4,848)
(4,638)
14,226
12,333
6,574
11,141
(1,290)
(700)
(624)
(690)
(3,985)
(1,649)
(1,832)
(1,487)
(927)
(506)
(533)
(435)
Revenue from continuing operations
Other income
Cost of sales
Gross profit
Distribution expenses
Marketing expenses
Occupancy expenses
Corporate and administration
(3,304)
(3,199)
(1,875)
(3,110)
Finance costs
Share-based payments
(1,208)
–
(698)
(46)
(1,208)
–
(698)
(46)
Other expenses from ordinary activities
(4,124)
(3,109)
(2,953)
(2,892)
Share of net profit in associates
Profit from continuing operations
before income tax expense
Income tax revenue/(expense)
relating to continuing operations
8
5
(14,838)
(9,907)
(9,025)
(9,358)
70
881
–
881
(542)
3,307
(2,451)
2,664
58
(940)
578
(910)
Profit/(loss) for the year
(484)
2,367
(1,873)
1,754
Net profit/(loss) attributable to
minority interests
Net profit/(loss) attributable to equity
holders of the parent entity
–
(22)
–
–
(484)
2,345
(1,873)
1,754
Basic earnings/(loss) per share
(cents per share)
Diluted earnings/(loss) per share
(cents per share)
26
26
(0.22)
1.17
(0.22)
1.14
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
28
The Income Statements should be read in conjunction with the notes to the Financial Statements.
For personal use only
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
balance sheets
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
Income in advance
Borrowings
Income tax payable
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
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
Note
19
6
7
6
7
8
11
5
12
9
13
14
15
5
15
5
16
17
797
1,897
2,045
4,739
1,028
6,758
2,526
1,363
905
31,327
–
43,907
1,422
4,492
4,065
9,979
806
3,608
2,456
1,225
161
31,183
15
39,454
403
970
2,045
3,418
465
1,780
4,065
6,310
1,630
29,198
1,563
26,286
2,243
2,456
1,154
883
2,292
–
37,400
991
139
2,292
15
33,742
48,646
49,433
40,818
40,052
5,986
2,188
30
411
8,615
6,117
2,390
360
–
8,867
4,355
825
30
–
5,210
3,975
1,090
37
–
5,102
15,186
5,400
144
20,730
15,211
5,438
100
20,749
17,268
1,508
144
18,920
13,796
1,343
100
15,239
29,345
29,616
24,130
20,341
19,301
19,817
16,688
19,711
46,285
692
(27,676)
19,301
–
46,285
651
(27,018)
19,918
(101)
46,285
664
(30,261)
16,688
–
46,285
668
(27,242)
19,711
–
TOTAL EQUITY
19,301
19,817
16,688
19,711
The Balance Sheets should be read in conjunction with the notes to the Financial Statements.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
29
For personal use only
statements of changes in equity
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
l
a
t
o
T
0
0
0
$
1
6
4
,
9
5
4
3
,
2
2
2
1
4
4
,
5
)
6
1
(
6
4
)
2
8
2
(
6
4
4
,
1
-
-
2
2
-
-
-
-
3
6
4
,
8
1
)
1
0
1
(
)
4
8
4
(
7
1
8
,
9
1
)
3
7
(
5
4
)
4
(
1
0
3
,
9
1
4
5
3
,
1
3
6
4
,
8
1
-
)
1
0
1
(
1
0
1
-
-
-
-
)
1
0
1
(
7
1
8
,
9
1
)
1
0
1
(
)
3
2
1
(
)
1
3
(
9
8
1
8
2
8
4
y
t
i
r
o
n
M
i
s
t
s
e
r
e
t
n
I
0
0
0
$
y
c
n
e
r
r
u
C
n
o
i
t
a
l
s
n
a
r
T
e
v
r
e
s
e
R
0
0
0
$
t
e
s
s
A
d
e
s
a
B
e
r
a
h
S
s
t
i
f
o
r
P
l
a
t
i
p
a
C
n
o
l
i
t
a
u
a
v
e
R
l
d
e
t
a
u
m
u
c
c
A
y
r
a
n
d
r
i
O
e
v
r
e
s
e
R
0
0
0
$
e
v
r
e
s
e
R
0
0
0
$
e
v
r
e
s
e
R
0
0
0
$
s
e
s
s
o
L
0
0
0
$
l
a
t
i
p
a
C
e
r
a
h
S
0
0
0
$
-
-
-
)
6
1
(
-
-
-
)
7
4
(
)
7
4
(
-
-
5
4
-
)
2
(
-
)
7
4
(
)
7
4
(
-
-
-
-
-
-
6
4
5
3
1
5
3
1
-
-
-
-
5
3
1
-
5
3
1
5
3
1
-
-
-
-
-
-
-
1
8
1
8
-
-
-
)
1
(
0
8
-
1
8
1
8
-
-
-
-
-
-
-
2
8
4
2
8
4
-
-
-
)
3
(
9
7
4
-
2
8
4
2
8
4
5
4
3
,
2
)
9
7
3
,
8
2
(
-
-
-
-
)
2
8
2
(
6
4
4
,
1
-
-
-
-
-
-
2
4
3
,
7
3
1
4
4
,
5
-
-
)
4
8
4
(
)
4
7
1
(
-
-
-
-
)
0
7
8
,
4
2
(
3
8
7
,
2
4
)
8
1
0
,
7
2
(
5
8
2
,
6
4
.
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
e
h
t
o
t
s
e
t
o
n
e
h
t
h
t
i
w
n
o
i
t
c
n
u
n
o
c
j
n
i
d
a
e
r
e
b
l
d
u
o
h
s
y
t
i
u
q
E
n
i
s
e
g
n
a
h
C
f
o
s
t
n
e
m
e
t
a
t
S
e
h
T
)
6
7
6
,
7
2
(
5
8
2
,
6
4
9
0
0
2
e
n
u
J
0
3
t
a
e
c
n
a
l
a
B
)
8
4
1
,
2
(
)
0
7
8
,
4
2
(
2
0
5
,
3
3
8
7
,
2
4
l
a
n
i
g
i
r
O
–
8
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
*
s
t
n
e
m
t
s
u
d
a
j
n
o
i
i
t
a
n
b
m
o
c
s
s
e
n
i
s
u
B
)
8
2
e
t
o
n
(
)
8
1
0
,
7
2
(
5
8
2
,
6
4
d
e
t
a
t
s
e
R
–
8
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
n
o
i
t
a
l
s
n
a
r
t
n
o
s
e
c
n
e
r
e
f
f
i
d
e
g
n
a
h
c
x
E
i
s
e
i
r
a
d
i
s
b
u
s
n
g
i
e
r
o
f
f
o
)
e
u
a
v
l
r
i
a
f
(
s
n
o
i
t
p
o
e
r
a
h
s
f
o
e
u
s
s
I
s
t
n
e
m
t
s
u
d
a
j
n
o
i
t
a
d
i
l
o
s
n
o
c
e
D
r
o
f
d
e
d
i
v
o
r
p
r
o
i
d
a
p
s
d
n
e
d
i
v
i
D
8
0
0
2
e
n
u
J
0
3
t
a
e
c
n
a
l
a
B
y
t
i
r
o
n
m
o
t
i
e
l
b
a
t
u
b
i
r
t
t
a
t
i
f
o
r
P
l
s
r
e
d
o
h
e
r
a
h
s
s
r
e
b
m
e
m
o
t
e
l
b
a
t
u
b
i
r
t
t
a
t
i
f
o
r
P
7
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
y
t
i
t
n
e
t
n
e
r
a
p
f
o
d
e
u
s
s
i
s
e
r
a
h
S
n
o
i
t
a
l
s
n
a
r
t
n
o
s
e
c
n
e
r
e
f
f
i
d
e
g
n
a
h
c
x
E
i
s
e
i
r
a
d
i
s
b
u
s
n
g
i
e
r
o
f
f
o
)
t
n
e
m
e
r
c
e
d
(
/
t
n
e
m
e
r
c
n
i
n
o
l
i
t
a
u
a
v
e
R
s
r
e
b
m
e
m
o
t
e
l
b
a
t
u
b
i
r
t
t
a
t
i
f
o
r
P
*
8
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
y
t
i
t
n
e
t
n
e
r
a
p
f
o
t
n
e
m
t
s
u
d
a
j
I
M
D
E
T
A
D
I
L
O
S
N
O
C
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
30
For personal use only
1
1
7
,
9
1
)
6
2
(
l
a
t
o
T
0
0
0
$
5
4
2
,
9
4
5
7
,
1
3
4
9
,
8
5
6
4
)
2
8
2
(
y
c
n
e
r
r
u
C
n
o
i
t
a
l
s
n
a
r
T
e
v
r
e
s
e
R
0
0
0
$
d
e
s
a
B
e
r
a
h
S
s
t
i
f
o
r
P
l
a
t
i
p
a
C
e
v
r
e
s
e
R
0
0
0
$
e
v
r
e
s
e
R
0
0
0
$
t
e
s
s
A
n
o
l
i
t
a
u
a
v
e
R
e
v
r
e
s
e
R
0
0
0
$
l
d
e
t
a
u
m
u
c
c
A
e
r
a
h
S
y
r
a
n
d
r
i
O
s
e
s
s
o
L
0
0
0
$
l
a
t
i
p
a
C
0
0
0
$
Y
N
A
P
M
O
C
E
H
T
)
1
3
(
9
8
0
8
9
7
4
)
4
1
7
,
8
2
(
2
4
3
,
7
3
7
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
-
-
5
-
-
-
-
-
-
6
4
5
3
1
-
-
-
-
-
-
-
-
-
-
4
5
7
,
1
-
-
-
-
)
2
8
2
(
-
-
-
3
4
9
,
8
)
t
n
e
m
e
r
c
e
d
(
/
t
n
e
m
e
r
c
n
i
n
o
l
i
t
a
u
a
v
e
R
)
e
u
a
v
l
r
i
a
f
(
s
n
o
i
t
p
o
e
r
a
h
s
f
o
e
u
s
s
I
r
o
f
d
e
d
i
v
o
r
p
r
o
i
d
a
p
s
d
n
e
d
i
v
i
D
s
r
e
b
m
e
m
o
t
e
l
b
a
t
u
b
i
r
t
t
a
t
i
f
o
r
P
y
t
i
t
n
e
t
n
e
r
a
p
f
o
d
e
u
s
s
i
s
e
r
a
h
S
0
8
9
7
4
)
2
4
2
,
7
2
(
5
8
2
,
6
4
8
0
0
2
e
n
u
J
0
3
t
a
e
c
n
a
l
a
B
1
1
7
,
9
1
)
6
2
(
5
3
1
0
8
9
7
4
)
2
4
2
,
7
2
(
5
8
2
,
6
4
8
0
0
2
y
l
u
J
1
t
a
e
c
n
a
l
a
B
)
4
(
)
3
7
8
,
1
(
)
6
4
1
,
1
(
8
8
6
,
6
1
-
-
)
4
(
)
0
3
(
-
-
-
-
-
-
-
-
-
-
)
3
7
8
,
1
(
)
6
4
1
,
1
(
-
-
-
)
t
n
e
m
e
r
c
e
d
(
/
t
n
e
m
e
r
c
n
i
n
o
l
i
t
a
u
a
v
e
R
s
r
e
b
m
e
m
o
t
e
l
b
a
t
u
b
i
r
t
t
a
t
i
f
o
r
P
y
t
i
t
n
e
t
n
e
r
a
p
f
o
t
i
f
o
r
p
s
e
t
a
i
c
o
s
s
a
f
o
e
r
a
h
S
5
3
1
0
8
9
7
4
)
1
6
2
,
0
3
(
5
8
2
,
6
4
9
0
0
2
e
n
u
J
0
3
t
a
e
c
n
a
l
a
B
.
s
t
n
e
m
e
t
a
t
S
l
a
i
c
n
a
n
F
i
e
h
t
o
t
s
e
t
o
n
e
h
t
h
t
i
w
n
o
i
t
c
n
u
n
o
c
j
n
i
d
a
e
r
e
b
l
d
u
o
h
s
y
t
i
u
q
E
n
i
s
e
g
n
a
h
C
f
o
s
t
n
e
m
e
t
a
t
S
e
h
T
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
31
For personal use only
cash flow statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
The Company
2009
$000
2008
$000
Note
2009
$000
2008
$000
Cash flows from operating activities
Cash receipts from customers
24,221
16,662
11,302
12,512
Cash payments to suppliers and employees
(22,210)
(13,090)
(11,459)
(11,048)
Interest and other costs of finance paid
Interest received
(910)
30
(34)
210
(908)
(509)
7
201
Net cash provided by / (used in)
operating activities
19(b)
1,131
3,748
(1,058)
1,156
Cash flows from investing activities
Loans to other entities
Proceeds from loans repaid
Payments for investments
(22)
299
(294)
–
(22)
299
–
–
(1,425)
(16,704)
(1,424)
(14,544)
Proceeds from sale of equity investments
379
635
379
635
Payments for non-current assets
(1,077)
(1,058)
(899)
(683)
Net cash provided by / (used in)
investing activities
(1,846)
(17,421)
(1,667)
(14,592)
Cash flows from financing activities
Proceeds from issue of shares,
net of issue costs
Proceeds of borrowings
Repayment of borrowings
Dividends paid
Net cash provided by / (used in)
financing activities
–
192
–
192
561
14,583
2,802
13,635
(313)
(1,906)
–
(1,906)
(139)
(253)
(139)
(253)
109
12,616
2,663
11,668
Net increase / (decrease) in cash held
(606)
(1,057)
(62)
(1,768)
Cash at the beginning of the year
1,422
2,479
465
2,233
Effects of exchange rate changes on the
balance of cash held in foreign currencies
(19)
–
–
–
Cash at the end of the year
19(a)
797
1,422
403
465
The Cash Flow Statements should be read in conjunction with the notes to the Financial Statements.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
32
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l 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 WA 6000
Tel: +61 8 6263 9100
Principal place of business
Australia
613-619 Wellington Street
PERTH WA 6000
Tel: +61 8 6263 9100
Principal place of business
United Kingdom
1 Singer Street
London, United Kingdom EC2A 4BQ
Tel: +44 (0) 207 216 6060
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.
The financial report of Aspermont Limited and controlled entities, and Aspermont Limited as an individual
parent entity comply with all International Financial Reporting Standards (IFRS) in their entirety.
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 financial assets for which the fair value basis of accounting has been applied.
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 18 to the financial statements. The financial year for
Aspermont UK Limited (formerly Mining Communications Limited) is for 1 May 2008 to 30 April 2009.
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.
In the parent entity the investments in the subsidiaries are carried at cost, less impairment.
(b) Cash and cash equivalents
For the purpose of the cash flow statement, 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.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
33
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(c) Plant and equipment
Each class of plant and equipment is carried at cost less accumulated depreciation and impairment.
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. An asset’s carrying amount is written down immediately to its
recoverable amount if the carrying amount is greater than the estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains
and losses are included in the income statement. When revalued assets are sold, amounts included in the
revaluation reserve relating to that asset are transferred to retained earnings.
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
Software
Depreciation Rate
13.5% - 40%
25% - 33.3%
(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 fair value plus transaction costs, except where the instrument
is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss
immediately.
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 recognised initially at fair value and subsequently at amortised cost using
the effective interest rate method less impairment allowances.
(iii) 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. When available-for-sale financial assets are sold or derecognised the
amount in equity relating to the asset sold is recycled back to the income statement.
(iv) Financial liabilities
Non-derivative financial liabilities are recognised initially at fair value and subsequently at amortised cost,
comprising original debt less principal payments and amortisation of borrowing costs using the effective
interest rate.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
34
For personal use only
(v) 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.
(vi) 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 or significant decline in
the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses
are recognised in the income statement. If the impairment reverses it is not reversed through the income
statement.
The impairment allowance for loans and receivables is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows. The loss is recognised in a separate
allowance account.
(vii) Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
(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 Australian Taxation
Office 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 the 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.
These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone
taxpayer in its own right.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in the Group. Details about any tax funding agreement
are disclosed in note 5.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
35
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(g) Foreign currency
Functional and Presentation Currency
The functional currency of each of the Group’s entities is measured using the currency of the primary
economic environment in which that entity operates. The consolidated financial statements are presented in
Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and Balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at
the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate.
Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the
transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when
fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement,
except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the
extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in
the income statement.
Group Companies
The financial results and position of foreign operations whose functional currency is different from the Group’s
presentation currency are translated as follows:
Assets and liabilities are translated at year-end exchange rates at that reporting date.
Income and expenses are translated at average exchange rates for the period.
Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign
currency translation reserve in the balance sheet. These differences are recognised in the income statement in
the period in which the operation is disposed.
(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 ASX 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)
Investment in associates
Investments in associate companies are recognised in the consolidated 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.
Investments in associates are carried at cost less impairment in the parent.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
36
For personal use only
(j)
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.
(k) 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 and will be brought to account and recognised in the
accounting period in which the respective magazines or news services subscribed for are published.
(l) 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).
Conference revenue is brought to account and recognised in the accounting period in which the respective
event occurs.
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’.
(m) 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.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
37
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(n) 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
recognised on a straight line basis over the lease term.
(o) 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.
(p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Fees paid on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn
down. Other borrowing costs are expensed.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after reporting date.
(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 ATO. 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 balance sheet
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
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
38
For personal use only
(t) Critical accounting estimates and judgments
The directors evaluate estimates and judgments 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. An impairment has been recognised in respect of goodwill for the year ended 30 June 2009.
Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.
(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.
(v) Accounting standards issued not yet effective
The following standards have been issued but are not yet effective. The Group has not adopted any of the new
changes:
• AASB 8 – Operating Segments
• Revised AASB 3 – Business Combinations
• Revised AASB 127 – Consolidated and Separate Financial Statements
• AASB 2008-1 – Amendments to AASB 2 – Share-based Payments
• AASB 2008-7 – Amendments to Australian Accounting Standards – Cost of an Investment in a
Subsidiary, Jointly Controlled Entity or Associate
• AASB 2008-8 – Amendments to IAS 39 Financial Instruments
• Amendments to IFRS 2 – Group Cash-settled Share-based Payment Transactions
• AASB Interpretation 17 & AASB 2008-13 – Distribution of Non-cash Assets to Owners
• AASB 101 – Presentation of Financial Statements
None of the other amendments or interpretations issued not yet effective are expected to affect the accounting
policies of the Group.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
39
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
3. Revenue
Continuing operations:
Consolidated
2008
2009
$000
$000
The Company
2009
$000
2008
$000
Sales revenue – subscriptions & advertising
17,375
14,380
10,228
12,574
Conferencing revenue
5,677
1,667
-
-
23,052
16,047
10,228
12,574
Other income:
Government grants *
Interest
Corporate advisory
Gain on sale of shares
Gains in fair value of shares
Other income
69
29
243
526
425
385
75
210
-
648
2,026
257
69
7
227
312
194
385
75
201
-
648
2,026
255
1,677
3,216
1,194
3,205
24,729
19,263
11,422
15,779
* Government grants
Export market development grants of $68,679 (2008: $75,000) were recognised as other income during the
financial year. There are no unfilled conditions or other contingencies attaching to these grants. The Group did
not benefit directly from any other forms of government assistance.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
40
For personal use only
4. Profit/ (loss) for the year
Profit/ (loss) before income tax has been determined after:
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
(a) Expenses:
Cost of sales
Bad debts written off
Legal costs
Interest expenses – related companies
Consulting & accounting services
Write-down of non-current investments to
recoverable amount
Depreciation and amortisation of plant,
equipment and websites
Directors’ fees
Rental expense on operating leases
– Minimum lease payments
Movement in provisions for employee
entitlements
(b) Significant revenue and expenses:
The following significant revenue and expense
items are relevant in explaining the financial
performance:
10,503
314
75
301
334
216
945
174
645
105
6,930
210
78
50
83
230
239
252
289
142
Revenue
Internet advertising and subscriptions
Print advertising and subscriptions
Conferencing
Expenses
Interest expenses
Write-down of non current investments to
recoverable amount
Directors’ fees
Depreciation of plant, equipment and websites
3,450
13,925
5,677
3,929
10,451
1,667
1,208
216
174
945
698
230
252
239
4,848
46
67
301
78
-
736
174
408
105
3,249
6,979
-
1,208
-
174
736
4,638
210
49
50
83
230
231
252
289
142
3,929
8,645
-
698
230
252
231
(c) Profit
Share of profit/ (loss) from associates
70
881
-
881
(d) Remuneration of auditors of the
parent entity for:
Auditing or reviewing the accounts –
MSI Marsdens
52
38
52
38
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
41
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l 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
Prior year adjustments
The prima facie tax on profit from ordinary
activities before tax is reconciled to the income
tax as follows:
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
434
(542)
50
(58)
336
670
(66)
940
-
(657)
79
(578)
331
482
97
910
Profit from operations
(542)
3,307
(2,451)
2,664
Income tax expense calculated at 30%
(163)
992
(736)
799
Tax effect of permanent differences:
Increase in income tax expense due to:
Non-deductible expenditure
Write-downs to recoverable amounts
Prior year adjustments
Decrease in income tax expense due to:
Change in tax rates
Non-assessable income
Utilisation of deferred tax asset
not previously recognised
28
126
50
(26)
(21)
(52)
14
-
(66)
-
-
-
17
62
79
-
-
-
14
-
97
-
-
-
Income tax expense/ (revenue) attributable
to profit from ordinary activities
(58)
940
(578)
910
Effective tax rate
0%
28%
0%
34%
Income tax payable
Opening balance
Charged to income
Currency movements
-
434
(23)
411
-
-
-
-
-
-
-
-
-
-
-
-
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
42
For personal use only
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
(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
-
1,578
-
194
539
450
Share revaluation adjustments taken in relation
to business combinations
3,822
4,255
-
1,508
-
-
194
539
327
283
Total
Assets
Provisions
Future benefit of carried forward 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 2008
Net revaluations during the current period
At 30 June 2009
Fair value gain adjustments
At 1 July 2008
Net revaluations during the current period
At 30 June 2009
Unearned revenue
At 1 July 2008
Net change during the current period
At 30 June 2009
Other
At 1 July 2008
Net change during the current period
At 30 June 2009
5,400
5,438
1,508
1,343
238
635
32
905
194
(194)
-
539
1,039
1,578
450
(450)
-
125
-
36
161
194
-
194
421
118
539
400
50
450
4,255
(433)
3,822
-
4,255
4,255
236
642
5
883
194
(194)
-
539
969
1,508
327
(327)
-
283
(283)
-
125
-
14
139
194
-
194
421
118
539
300
27
327
-
283
283
Total deferred tax liabilities
5,400
5,438
1,508
1,343
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
43
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l 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 2008
Net changes during the current period
At 30 June 2009
Recognition of carried forward losses
At 1 July 2008
Net changes during the current period
At 30 June 2009
Recognition of carried forward capital losses
At 1 July 2008
Net changes during the current period
At 30 June 2009
Other
At 1 July 2008
Net revaluations during the current period
At 30 June 2009
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
125
113
238
-
635
635
-
-
-
36
(4)
32
82
43
125
50
(50)
-
421
(421)
-
86
(50)
36
125
111
236
-
642
642
-
-
-
14
(9)
5
82
43
125
95
(95)
-
421
(421)
-
23
(9)
14
Total deferred tax assets
905
161
883
139
The company has not fully recognised the benefits of potential carried forward income and capital losses as
deferred tax assets pending the review of the status of unrecognised tax losses incurred.
Deferred tax assets relating to the current year losses only have been recognised.
Tax consolidation
Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. The accounting policy
in relation to this legislation is set out in note 2 (f).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax
sharing agreement which limits the joint and several liability of the wholly owned entities in the case of a
default by the head entity, Aspermont Limited.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
44
For personal use only
6. Receivables
Current
Trade receivables
Allowance for impairment
Other receivables
Non – current
Advances to controlled entities
Loans to associates
Amounts receivable from director related entities
(see note 20)
US mortgages
Other receivables
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
2,234
3,833
898
1,654
(428)
91
(22)
681
(19)
91
(22)
148
1,897
4,492
970
1,780
-
12
1,016
-
-
-
314
286
68
138
602
12
1,016
-
-
760
311
286
68
138
1,028
806
1,630
1,563
Information about the Group’s and parent entity’s exposure to interest rate risk and credit risk is provided in
note 22.
(a)
Impaired trade receivables
As at 30 June 2009 current trade receivables of the Group with a nominal value of $428,000 (2008
– $22,006) were impaired. The amount of the allowance was $428,000 (2008 – $22,006). The individually
impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations.
The ageing of these receivables is as follows:
1 to 3 months
Over 3 months
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
19
409
428
-
22
22
-
19
19
-
22
22
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
45
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Movements in the allowance for the impairment of receivables are as follows:
At 1 July
Allowance for impairment
Receivables written off
Consolidated
The Company
2009
$000
22
567
(161)
2008
$000
22
210
(210)
428
22
2009
$000
22
46
(49)
19
2008
$000
22
210
(210)
22
The creation and release of the allowance for impaired receivables has been included in “other expenses”
in the income statement. Amounts charged to the provision are generally written off when there is no
expectation of recovering additional cash.
(b) Past due but not impaired
As at 30 June 2009, trade receivables of $857,496 ($90,831 for the Company) were past due but not
impaired. The ageing analysis of these trade debtors is as follows:
1 to 3 months
Over 3 months
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
765
93
858
143
302
445
49
42
91
143
302
445
The other classes within trade and other receivables do not contain impaired assets and are not past due.
Based on the credit history of these other classes, it is expected that these amounts will be received when
due. The Group does not hold any collateral in relation to these receivables.
7. Other financial assets
Current
Shares in listed corporations (fair value)
Value of unlisted investments (fair value)
Non – current
Shares in listed corporations (fair value)*
Value of unlisted investments (fair value)
Controlled entities – at cost
* Shares in 24-month escrow
Consolidated
The Company
2009
$000
2,045
-
2008
$000
3,562
503
2009
$000
2,045
-
-
2008
$000
3,562
503
2,045
4,065
2,045
4,065
1,530
5,228
-
2,340
780
488
1,530
5,030
2,340
780
22,638
23,166
6,758
3,608
29,198
26,286
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
46
For personal use only
8. Associated companies
(a) Movements in carrying amounts
Carrying amount at the beginning of the financial year
New investments during the year
Associates becoming a subsidiary during the year
Share of profits after income tax
Carrying amount at the end of the financial year
Consolidated
2009
$000
2,456
-
-
70
2,526
2008
$000
1,871
3,585
(3,881)
881
2,456
(b) Summarised financial information of associates
The Group’s share of the results of its principal associates and its aggregated assets (including goodwill) and
liabilities are as follows:
2009
Ownership
Interest
Assets
$000
Liabilities Revenues
$000
$000
Profit
$000
WME Media Pty Ltd (unaudited)
Tonkin Corporation (audited)
30%
49%
420
76
348
2,804
622
2,539
(10)
80
3,224
698
2,887
70
2008
Ownership
Interest
Assets
$000
Liabilities Revenues
$000
$000
Profit
$000
WME Media Pty Ltd (unaudited)
30.00%
452
98
401
Tonkin Corporation (audited)
49.00%
2,505
403
1,810
Aspermont UK Limited* (audited)
(formerly Mining
Communications Limited)
39.30%
** -
** -
5,017
30
159
692
2,957
501
7,228
881
* Holding prior to full acquisition on 26 March 2008
** Assets and liabilities were fully consolidated at 30 June 2008
All of the above associates are incorporated in Australia, except Aspermont UK Limited, which is incorporated
in the United Kingdom.
Tonkin Corporation consists of Tonkin Corporation Australia and Tonkin Corporation LLC, which is
incorporated in the USA and is dormant.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
47
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
9. Other non-current assets
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
Mining assets
-
15
-
15
10. Dividends
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
2008 declared final unfranked ordinary
dividend of 0.13c per share
-
282
-
282
As at 30 June 2009, the parent entity’s dividend franking account has a balance of nil (2008: 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.
On 30 January 2009, an unfranked dividend of 0.13c per share was paid to shareholders registered on
24 October 2008.
11. Plant and equipment
Plant and equipment – at cost
Accumulated depreciation
Consolidated
The Company
2009
$000
1,403
(1,082)
2008
$000
1,388
(968)
2009
$000
1,081
(835)
2008
$000
1,043
(742)
321
420
246
301
Equipment under finance lease – at cost
Accumulated depreciation
237
(106)
237
(41)
237
(106)
237
(41)
131
196
131
196
Software
Accumulated amortisation
1,875
(964)
892
(283)
1,467
(690)
Total plant and equipment
1,363
1,225
1,154
911
609
777
606
(112)
494
991
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
48
For personal use only
(a) Movements in carrying amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning
and the end of the current financial year.
Plant and
equipment
$000
Leased plant
& equipment
$000
Software
$000
Total
$000
Consolidated
Gross carrying amount
Balance at 1 July 2007
Additions
Disposals
Acquisitions through business
combinations
1,087
(4)
-
305
25
212
-
-
Balance at 1 July 2008
1,388
237
Additions
Currency movements
Disposals
86
(9)
(62)
-
-
-
212
394
-
286
892
991
(8)
-
1,324
602
-
591
2,517
1,077
(17)
(62)
Balance at 30 June 2009
1,403
237
1,875
3,515
Accumulated depreciation
Balance at 1 July 2007
Disposals
Depreciation expense
Balance at 1 July 2008
Disposals
Depreciation expense
Currency movements
(693)
-
(275)
(968)
62
(187)
11
(10)
-
(31)
(41)
-
(65)
-
(73)
-
(210)
(776)
-
(516)
(283)
(1,292)
-
(693)
12
62
(945)
23
Balance at 30 June 2009
(1,082)
(106)
(964)
(2,152)
Net book value
As at 30 June 2008
As at 30 June 2009
420
321
196
131
609
1,225
911
1,363
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
49
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(a) Movements in carrying amounts (continued)
The Company
Gross carrying amount
Balance at 1 July 2007
Additions
Disposals
Balance at 1 July 2008
Additions
Disposals
Balance at 30 June 2009
Accumulated depreciation
Balance at 1 July 2007
Disposals
Depreciation expense
Balance at 1 July 2008
Disposals
Depreciation expense
Balance at 30 June 2009
Net book value
As at 30 June 2008
As at 30 June 2009
Plant and
equipment
$000
Leased plant
& equipment
$000
Software
$000
Total
$000
1,074
(31)
-
1,043
38
-
1,081
(689)
-
(53)
(742)
-
(93)
(835)
301
246
25
212
-
237
-
-
237
(10)
-
(31)
(41)
-
(65)
(106)
196
131
212
394
-
606
861
-
1,467
(73)
-
(39)
(112)
-
(578)
(690)
494
777
1,311
575
-
1,886
899
-
2,785
(772)
-
(123)
(895)
-
(736)
(1,631)
991
1,154
(b) Leased plant and equipment
The parent entity leases assets under a number of finance lease agreements. At 30 June 2009, the net
carrying amount of leased plant and equipment was $130,953 (2008: $195,534). The leased equipment
secures lease obligations.
12. Intangibles
Goodwill on acquisition *
Purchased mastheads
Other
Consolidated
The Company
2009
$000
16,262
12,284
2,781
2008
$000
16,118
12,284
2,781
2009
$000
2008
$000
-
-
2,292
2,292
-
-
31,327
31,183
2,292
2,292
* The movement in goodwill of $144,000 is a result of acquiring the remaining 20% of
Resourceful Events Pty Ltd. Refer to note 28 (d).
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
50
For personal use only
(a)
Impairment tests for intangible assets
Intangible assets are allocated to the Group’s cash generating units (CGUs) identified according to business
segment and country of operation.
The recoverable amount of each CGU is based on value-in-use calculations.
2009
Australia
$000
2009
UK
$000
Total
$000
2008
Australia
$000
2008
UK
$000
Total
$000
Goodwill
Conferencing
Publishing
(print & online)
Other Intangible Assets
Mastheads
(print & online)
144
-
144
-
-
-
13,057
3,061
16,118
13,057
3,061
16,118
13,201
3,061
16,262
13,057
3,061
16,118
2,324
9,960
12,284
2,324
9,960
12,284
Other (conferencing)
-
2,781
2,781
-
2,781
2,781
2,324
12,741
15,065
2,324
12,741
15,065
(b) Key assumptions used for value-in-use calculations
2009
Growth
rate *
2009
Discount
rate
2008
Growth
rate *
2008
Discount
rate
Conferencing
Publishing (print & online) – UK
Publishing (print & online) – Australia
2%
2%
2%
10%
10%
8%
8%
8%
8%
12%
12%
10%
* The average growth rate used to extrapolate revenue cash flows beyond the budget period (five years).
The average growth rate for expenses was 1.2%.
The discount rates used reflect specific risks relating to the relevant segments and the countries in which
they operate.
These assumptions have been used for the analysis of each CGU within the business segment.
Management determined budgeted gross margin based on past performance and its expectations for the
future. If any of these assumptions were to change this could affect the carrying amounts of the goodwill and
intangible assets.
(c)
Impact of possible changes in key assumptions
Sensitivity analysis demonstrates that an increase in the discount rate applied of up to 300 basis points
would not have any impact on the carrying value of the intangible assets.
(d)
Impairment charge
The impairment charge of $215,971 arose in relation to the acquisition of the remaining 10% of CIC Pty Ltd.
This was a result of uncertainty regarding CIC Pty Ltd’s future cash flow.
Based on cash flows and impairment testing, no further impairment adjustments were required for
30 June 2009.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
51
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
13. Trade and other payables
Current
Unsecured Liabilities
Trade payables
Sundry creditors and accrued expenses
Dividend payable
Annual leave payable
Loans from related parties (see note 20)
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
1,200
3,614
-
390
782
600
4,514
282
316
405
605
2,578
-
390
782
395
2,577
282
316
405
5,986
6,117
4,355
3,975
Information about the Group’s and parent entity’s exposure to risk is provided in note 22.
Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value.
14. Income in advance
Opening balance
Movement during the year
Consolidated
The Company
2009
$000
2008
$000
2,390
(202)
1,324
1,066
2009
$000
1,090
(265)
2008
$000
999
91
2,188
2,390
825
1,090
Income in advance relates to subscription, advertising and event revenue received prior to services rendered.
15. Borrowings
Current
Finance lease liability
Non – current
Unsecured Liabilities
Controlled entities loans
Unsecured loan notes
Loans from related parties (see note 20)
Secured Liabilities
Finance lease liability
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
30
30
360
360
30
30
37
37
-
822
3,085
286
1,307
2,275
3,052
-
360
-
3,085
2,275
279
343
131
161
Secured loans from external parties
11,000
11,000
11,000
11,000
15,186
15,211
17,268
13,796
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
52
For personal use only
a) The carrying amount of the Group’s current and non-current borrowings approximate the fair value.
b) Lease liabilities are secured by the asset leased.
c) Loans from related parties are unsecured at interest rates of 8.05% - 9.25%. Repayment of these loans
are subject to limitations and subordinated to ANZ debt.
d) The external party loan is secured by a floating charge over the assets of the consolidated entity. The terms
of the current facility expire on 30 June 2010 with $2 million in principal repayments in 2010. At the
date of this report the Company was compliant with its banking covenants.
e) Information about the Group’s and parent entity’s exposure to interest rate risk is provided in note 22.
16. Provisions
Non – current
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
Long Service Leave Entitlements
144
100
144
100
17. Issued capital
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
217,358,509 fully paid ordinary shares
(2008: 217,358,509)
46,285
46,285
46,285
46,285
(a) Ordinary shares
At the beginning of the reporting period
46,285
37,342
46,285
37,342
Shares issued during the year:
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
-
8,760
-
8,760
-
183
-
183
At reporting date
46,285
46,285
46,285
46,285
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held. At shareholder 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.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
53
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(b) Options
The establishment of the Executive Option Plan was approved by the directors in April 2000. The Executive
Option Plan is designed to retain and attract skilled and experienced board members and executives, and
provide them with the motivation to make the Company successful. Participation in the plan is at the Board’s
discretion.
The exercise price of options issued will be not less than the greater of the minimum value set by the ASX
Listing Rules and the weighted average closing sale price of the Company’s shares on the ASX over the five
days immediately preceding the day of the grant, plus a premium determined by the directors.
When shares are issued pursuant to the exercise of options, the shares will rank equally with all other
ordinary shares of the Company.
The table below is a summary of options granted under the plan:
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Forfeited
during the
year
Number
Balance at
end of the
year
Number
Vested and
exercisable
at end of
the year
Number
Grant
Date
Expiry
Date
Exercise
Price
Consolidated and
parent entity – 2009
01-Jul-05
30-Jun-10
22.5c
9,000,000
01-Oct-05
30-Sep-10
22.5c
1,000,000
23-Aug-06
23-Aug-09
22.5c
750,000
02-Mar-07
02-Mar-10
45.0c
150,000
22-Aug-07
22-Aug-10
50.0c
500,000
-
-
-
-
-
-
-
-
-
-
- 9,000,000
9,000,000
- 1,000,000
1,000,000
-
750,000
750,000
-
150,000
150,000
-
500,000
500,000
01-May-09 31-Jul-12
.09c
- 1,910,718
- 1,910,718
-
-
11,400,000
1,910,718
- 1,910,718 11,400,000 11,400,000
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Lapsed
during the
year
Number
Balance at
end of the
year
Number
Vested and
exercisable
at end of the
year
Number
Grant
Date
Expiry
Date
Exercise
Price
Consolidated and
parent entity – 2008
01-Jul-05
30-Jun-10
22.5c
9,000,000
-
-
- 9,000,000
9,000,000
01-Jul-05
30-Jun-08
22.5c
250,000
-
150,000
100,000
01-Jul-05
30-Jun-08
22.5c
250,000
-
250,000
-
-
-
-
-
01-Oct-05
30-Sep-10
22.5c
1,000,000
23-Aug-06
23-Aug-09
22.5c
750,000
02-Mar-07
02-Mar-10
45.0c
150,000
-
-
-
22-Aug-07
22-Aug-10
50.0c
-
500,000
-
-
-
-
- 1,000,000
1,000,000
-
750,000
750,000
-
150,000
150,000
-
500,000
500,000
11,400,000
500,000
400,000
100,000 11,400,000 11,400,000
The options forfeited during 2009 were cancelled due to non-market vesting conditions not being met.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
54
For personal use only
(c) Reserves
The nature and purpose of the reserves are as follows:
Asset revaluation reserve
The asset revaluation reserve is used to record increments and decrements on the revaluation of non-current
assets, as described in note 2.
Capital profits reserve
The capital profits reserve arose from the consolidation of business interests in 2001.
Share-based reserve
The share-based payments reserve is used to recognise the grant date fair value of options issued to
employees but not yet exercised.
Currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the currency
transaction reserve, as described in note 2. The reserve is recognised in profit and loss when the net
investment is disposed of.
(d) Capital risk management
The Group’s and parent entity’s objectives when managing capital are to safeguard their ability to continue
as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
18. 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 (a)
Corporate Intelligence & Communications Pty Ltd note (b)
Aspermont UK Limited
The Mining Journal Limited *
Mining Journal Books Limited *
Place of
incorp.
Class of
share
Economic entity
interest
2009
%
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
100
100
100
100
100
100
100
100
100
100
100
100
80
90
100
100
100
* The investments in these non-trading subsidiary companies have been provided for in full and are written
down to nil.
(a) Acquisition of Resourceful Events Pty Ltd (“RE”)
On 30 June 2009 the remaining 20% interest in RE was transferred to Aspermont Limited for $200,000.
(b) Acquisition of Corporate Intelligence & Communications Pty Ltd (“CIC”)
On 30 June 2009 the remaining 10% interest in CIC was transferred to Aspermont Limited for $232,000.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
55
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
19. Cash flow information
(a) Reconciliation of cash and
cash equivalents
Cash at the end of the financial year as
shown in the cash flow statement is reconciled
to items in the Balance Sheet as follows:
Cash at bank and on deposit
(b) Reconciliation of operating profit/(loss)
after tax to net cash provided by
operating activities
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
797
797
1,422
1,422
403
403
465
465
Profit/(loss) after income tax
(484)
2,367
(1,873)
1,754
Non-cash flows in profit/(loss)
Profit on sale of non-current assets
(312)
(636)
(312)
(636)
Depreciation
Write-downs to recoverable amount
Shares issued in lieu of expense payments
Share of profit of associates net of dividends
received
Exchange rate movements
945
216
-
(70)
(86)
381
-
46
(881)
-
736
230
-
-
-
-
-
46
(881)
-
Unrealised gains on investments
(654)
(1,796)
(194)
(1,796)
Change in assets and liabilities
(Increase) decrease in accounts receivable
1,808
(2,437)
(Increase) decrease in prepayments
(Decrease) increase in creditors and accruals
(Decrease) increase in unearned revenue
Increase (decrease) in provisions current
Increase (decrease) in provisions non-current
Increase (decrease) in income taxes payable
124
318
(657)
75
44
459
(244)
4,660
91
86
56
-
Increase (decrease) in deferred taxes payable
(543)
1,397
Increase (decrease) in short-term borrowings
Increase (decrease) in long-term borrowings
(21)
(31)
351
307
754
(41)
682
(314)
75
44
-
(578)
(6)
(31)
(574)
79
1,608
91
86
56
-
910
29
154
Net cash provided used in operating activities
1,131
3,748
(1,058)
1,156
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
56
For personal use only
20. Key management personnel disclosures
(a) The following were key management personnel of the consolidated entity
during the reporting period and unless otherwise indicated were employed by
the parent entity:
Directors
Mr A.L. Kent
Mr L.G. Cross
Mr J. Stark
Executives
Mr C.J. O’Brien
Mr H.K. Thong
Mr D. Nizol
Mr C.A. Bond
Mr M. Davies
Chairman and Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Chief Financial Officer and Company Secretary
Chief Executive Officer (UK)
Chief Operating Officer
Group Strategy
(b) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
988
77
-
1,065
648
52
46
746
770
56
-
826
630
50
46
726
Detailed remuneration disclosures are provided in the remuneration report on pages 18 to 23.
(c) Options and rights holdings held by directors and executives
The number of options over ordinary shares in the company held during the financial year by each director
and other key management personnel, including their personally related parties, are set out below:
2009
Directors
Mr A.L. Kent and
beneficial interests
Executives
Mr C.J. O’Brien
Mr H.K. Thong
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
Balance
1/07/2008
Received as
remuneration
Exercised
(Expired)
Balance
30/06/2009
9,000,000
1,000,000
500,000
-
-
-
-
-
-
-
9,000,000
-
-
1,000,000
500,000
Balance
1/07/2007
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
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
57
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(d) Number of shares held by directors and executives
The number of shares in the company held during the financial year by each director and other key
management personnel, including their personally related parties, are set out below. There were no shares
granted during the reporting period as compensation.
2009
Directors
Balance
1/07/2008
Net change
purchased or (sold)
Balance
30/06/2009
Mr A.L. Kent and beneficial interests
110,200,000
(100,000)
110,100,000
Mr J. Stark and beneficial interests
23,051,593
118,350
23,169,943
Mr L.G. Cross and beneficial interests
1,600,000
-
1,600,000
Executives
Mr C.J. O’Brien and beneficial interests
1,500,000
Mr C.A. Bond and beneficial interests
500,000
Mr M. Davies and beneficial interests
21,275
Mr D. Nizol and beneficial interests
1,600,567
Mr H.K. Thong and beneficial interests
48,476
-
-
-
-
-
1,500,000
500,000
21,275
1,600,567
48,476
2008
Directors
Balance
1/07/2007
Net change
purchased or (sold)
Balance
30/06/2008
Mr A.L. Kent and beneficial interests
110,200,000
-
110,200,000
Mr J. Stark and beneficial interests
22,771,580
280,013
23,051,593
Mr L.G. Cross and beneficial interests
1,600,000
-
1,600,000
Executives
Mr C.J. O’Brien and beneficial interests
500,000
1,000,000
1,500,000
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
-
-
-
-
500,000
500,000
21,275
21,275
1,600,567
1,600,567
48,476
48,476
(e) Transactions with key management personnel
Transactions between key management personnel are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
58
For personal use only
(f)
Loans to/from subsidiaries
Beginning of year
Loans advanced
Loan repayments received
Loans received
Loan repayments made
End of year
The Company
2009
$000
2008
$000
400
86
(260)
(3,079)
403
(2,450)
661
115
-
(540)
164
400
(g) Loans from director related entities
Loans from related parties are set out below. These are unsecured at interest of 8.05-9.25%. Repayment of
related party loans are subject to repayment conditions and precedent by the ANZ.
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
(2,394)
(1,913)
(2,394)
(1,913)
(211)
(246)
(301)
(180)
(211)
(246)
(301)
(180)
(2,851)
(2,394)
(2,851)
(2,394)
Beginning of year
Loans received
Interest charged
End of year
(h) 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 Ileveter Pty Ltd associated with a director, Mr A.L. Kent,
for office accommodation
2009
$000
2008
$000
2
9
408
296
The company re-entered into an office lease agreement with Ileveter Pty Ltd, a company associated with
Mr A.L. Kent, on 31 March 2009. The rent was revised to an annualised rental of $429,500. The terms of
the lease are within normal commercial rates and were determined by independent valuers and approved by
the independent directors.
21. Related party transactions
There are no other related party transactions except with key management personnel and related entities, as
disclosed in the key management personnel note 20.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
59
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
22. Financial risk management
In the normal course of its operations, the consolidated entity is exposed to foreign exchange, credit, equity
price and interest rate risk. The consolidated entity does not acquire, hold or issue derivatives for trading
purposes.
The consolidated entity’s management of identified financial risks is aimed at ensuring any exposure of a
potentially material financial impact is managed within the parameters thought prudent by the Audit & Risk
Committee of the Board.
The consolidated entity and the parent entity hold the following financial instruments:
Consolidated
The Company
2009
$000
2008
$000
2009
$000
2008
$000
797
2,925
3,575
5,228
1,422
5,298
5,902
1,283
403
2,600
3,575
5,030
465
3,343
5,902
1,283
12,525
13,905
11,608
10,993
5,986
6,117
4,355
3,975
15,216
15,571
17,298
13,833
21,202
21,688
21,653
17,808
Financial assets
Cash and cash equivalents
Trade and other receivables
Listed securities
Unlisted securities
Financial liabilities
Trade and other payables
Borrowings
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the consolidated entity’s functional currency. The consolidated entity
operates internationally and is exposed to foreign exchange risk arising from various currency exposures
primarily with respect to the Euro and the United States dollar. Sales in foreign currency are individually
small-value advertising and subscription transactions that do not warrant the use of derivative instruments.
Consolidated entity
The consolidated entity’s exposure to foreign currency risk at the reporting date, expressed in Australian
dollars, was as follows:
USD
2009
$000
EUR
2009
$000
USD
2008
$000
EUR
2008
$000
Financial assets
Trade and other receivables
283
119
232
283
119
232
95
95
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
60
For personal use only
Based on the financial instruments held by the consolidated entity as at the reporting date, the sensitivity of
the consolidated entity’s profit/ (loss) after tax for the year and equity at the reporting date to movements in
the Australian dollar to US dollar and Australian dollar to Euro exchange rates was:
• Had the Australian dollar weakened/strengthened by 5% against the US dollar with all other variables
remaining constant, the consolidated entity’s profit after tax would have been $145,979 lower/higher
(2008: $48,499 lower/higher).
• Had the Australian dollar weakened/strengthened by 5% against the Euro with all other variables remaining
constant, the consolidated entity’s profit after tax would have been $61,509 lower/higher (2008: $19,965
lower/higher).
Parent entity
The parent entity did not have any significant exposures to foreign currency risk at the reporting date or in the
prior period.
(ii) Interest rate risk
The consolidated entity’s main interest rate risk arises from borrowings.
The Board has fully hedged this exposure by entering into fixed interest rate loans. Therefore there is no
exposure to movement in interest rates.
Consolidated entity
Financial assets
Weighted
average
interest rate
2009
%
Balance
2009
$000
Weighted
average
interest rate
2008
%
Balance
2008
$000
Cash and cash equivalents
2.65%
797
4.95%
1,422
Financial liabilities
Bank loan
Other borrowings
Parent entity
7.96%
8.59%
11,000
3,085
7.85%
7.99%
11,000
2,275
Weighted
average
interest rate
2009
%
Balance
2009
$000
Weighted
average
interest rate
2008
%
Balance
2008
$000
Financial assets
Cash and cash equivalents
1.72%
403
4.95%
465
Financial liabilities
Bank loan
Other borrowings
7.96%
8.59%
11,000
3,085
7.85%
7.99%
11,000
2,275
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
61
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(iii) Equity price risk
The parent entity is exposed to equity securities price risk arising from investments classified on the balance
sheet as held for trade. Investments in equity securities are approved by the Board on a case-by-case basis.
The below table illustrates the financial impact of changes in equity securities price for the parent entity’s
major holdings.
Major Listed Equities
Valuation at
30 June 2009
2009
$000
Valuation at
12 month low
2009
$000
Valuation at
12 month high
2009
$000
Valuation at
17 Sept 2009
2009
$000
Excalibur Mining
Limited (ASX: EXM)
New Guinea Energy
Limited (ASX: NGE)
(b) Credit risk
1,535
1,972
590
603
2,480
3,016
1,771
6,496
3,507
1,193
5,496
8,267
Credit risk is the risk that a counterparty will not complete its obligations under a financial instrument
resulting in a financial loss for the consolidated entity. Credit risk is managed at the consolidated entity level.
The consolidated entity does not generally obtain collateral or other security to support financial instruments
subject to credit risk, but adopts a policy of only dealing with credit-worthy counterparties.
All cash balances are on deposit and are with the major banking institutions.
(c) Liquidity risk
The consolidated entity’s liquidity position is managed to ensure sufficient liquid funds are available to meet
its financial obligations in a timely manner. The consolidated entity manages liquidity risk by continuously
monitoring forecast and actual cash flows, and ensuring the consolidated entity has the ability to access
required funding.
The tables below analyse the consolidated entity’s and the parent entity’s financial liabilities based on the
remaining period to contractual maturity at the reporting date:
Consolidated entity as at 30 June 2009
Non derivatives
Trade and
other payables
Borrowings
Less than
6 months
$000
6 to 12
months
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Total
$000
4,814
1,172
-
-
5,986
15
15
6,186
9,000
15,216
4,829
1,187
6,186
9,000
21,202
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
62
For personal use only
Consolidated entity as at 30 June 2008
Non derivatives
Trade and
other payables
Borrowings
Less than
6 months
$000
6 to 12
months
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Total
$000
5,114
180
1,003
180
-
-
6,117
6,211
9,000
15,571
5,294
1,183
6,211
9,000
21,688
Parent entity as at 30 June 2009
Non derivatives
Trade and
other payables
Borrowings
Less than
6 months
$000
6 to 12
months
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Total
$000
3,183
1,172
-
-
4,355
15
15
8,268
9,000
17,298
3,198
1,187
8,268
9,000
21,653
Parent entity as at 30 June 2008
Non derivatives
Trade and
other payables
Borrowings
Less than
6 months
$000
6 to 12
months
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Total
$000
2,972
1,003
-
-
3,975
19
18
4,796
9,000
13,833
2,991
1,021
4,796
9,000
17,808
(d) Fair value estimation
The fair value of cash and cash equivalents, trade and other receivables, and trade and other payables is
considered to be a reasonable approximation of their fair value due to their short-term nature.
The fair value of borrowings as at the reporting date is considered to be a reasonable approximation of their
fair value.
Held for trade financial assets are carried at fair value.
23. After balance date events
A rights issue occurring in August 2009 at 15 cents per share resulted in contributed equity increasing by
$1.8 million (from 217,358,509 shares to 229,377,159 shares).
Following the rights issue was a private placement also at 15 cents per share which resulted in contributed
equity increasing by $1.1 million (being 7.4 million issued shares).
The net cash received from this capital raising was used principally to repay borrowings that were undertaken
to finance the purchase of Mining Communications Limited (now Aspermont UK Limited) in March 2008.
Additional cash was used for working capital.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
63
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
24. Segment information
The economic entity operates solely in the media publishing industry within Australia and in the
United Kingdom.
BUSINESS SEGMENTS:
Primary Reporting
– Business Segments
Revenue
Sales
Other revenue
Total segment revenue
Unallocated revenue
Consolidated revenue
Result
Segment result
Unallocated revenue less
unallocated expense
Profit before income tax
Income tax expense
Profit for year
Assets and liabilities
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information
Investment in associates
(note 8)
Share of net profits of
associates (note 8)
Acquisitions property,
plant & equipment
Unallocated
Total
Print
2009
$000
13,925
33
13,958
Internet
2009
$000
3,450
110
3,560
Conferencing
2009
$000
Investments
2009
$000
5,677
5
5,682
-
966
966
Total
2009
$000
23,052
1,114
24,166
563
24,729
3,206
(1,523)
1,689
966
4,338
26,547
3,603
8,911
7,883
7,323
1,814
2,985
823
-
-
635
344
2,182
(10)
157
80
259
(4,880)
(542)
58
(484)
46,944
1,702
48,646
12,945
16,400
29,345
2,526
70
1,051
26
1,077
922
23
945
-
-
-
-
Depreciation expense
557
138
227
Unallocated
Total depreciation expense
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
64
For personal use only
Primary Reporting
– Business Segments
Revenue
Sales
Other revenue
Print
2008
$000
10,451
-
Total segment revenue
10,451
Internet
2008
$000
3,929
-
3,929
Conferencing
2008
$000
Investments
2008
$000
1,667
-
1,667
-
2,674
2,674
Total
2008
$000
16,047
2,674
18,721
542
19,263
1,949
146
248
2,674
5,017
Unallocated revenue
Consolidated revenue
Result
Segment result
Unallocated revenue less
unallocated expense
Profit before income tax
Income tax expense
Profit for year
Assets and liabilities
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information
Investment in associates
(note 8)
Share of net profits of
associates (note 8)
Acquisitions property, plant
& equipment
Unallocated
Total
28,205
5,287
7,119
7,238
8,098
3,045
1,292
743
-
397
751
353
2,103
(7)
283
491
120
Depreciation expense
150
57
24
Unallocated
Total depreciation expense
(1,732)
3,285
(940)
2,345
47,849
1,584
49,433
13,178
16,438
29,616
2,456
881
1,154
39
1,193
231
8
239
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
65
-
-
-
-
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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 websites and daily news services covering various
sectors including mining, energy, construction and longwalls. Revenue is derived from subscription,
advertising and sponsorships.
• The conferencing division derives revenues from running events and holding conferences in various
locations and across a number of sectors.
• 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.
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.
GEOGRAPHICAL SEGMENTS:
The Group’s divisions are managed and operated within Australia and the United Kingdom.
Secondary Reporting
– Geographic Segments
Revenue
Results
Assets
Liabilities
2009 2008 2009 2008 2009 2008 2009 2008
$000 $000 $000 $000 $000 $000 $000 $000
Australia
13,305 12,490
(1,811)
1,411 43,042 43,286 26,172 24,359
United Kingdom
11,424
6,773
1,327
934
5,604
6,147
3,173
5,257
Total
24,729 19,263
(484)
2,345 48,646 49,433 29,345 29,616
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
66
For personal use only
25. Comparative information
The following June 2008 Balance Sheet amounts were reclassed at June 2009:
Current Period
Presentation
Prior Period
Presentation
Current Period
Presentation
Prior Period
Presentation
Consolidated
The Company
2008
$000
2008
$000
2008
$000
2008
$000
3,608
5,674
26,286
28,466
Non – current Assets
Financial assets
Investments accounted for using the
equity method
2,456
275
2,456
275
Reason
The portion of Investments in
Associates previously recorded as
Financial Assets are reclassified in
accordance with AASB 128 and
retrospective changes in provisional
business combination adjustments.
Current Liabilities
Borrowings
Non – current Liabilities
360
2,385
37
2,062
Borrowings
15,211
12,906
13,796
11,806
Reason
The terms of related party borrowings
have been deferred.
Current Liabilities
Trade and other payables
Income in advance
Provisions
Reason
Annual leave provision and
income in advance are reclassified
for presentation purposes.
6,117
2,390
8,156
-
3,975
1,090
4,715
-
-
316
-
316
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
67
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
26. Earnings/ (loss) per share (EPS)
Consolidated
2009
2008
(a) Basic earnings/ (loss) per share (cents per share)
(0.22)
1.17
(b) Diluted earnings/ (loss) per share (cents per share)
(0.22)
1.14
(c) Earnings/ (loss) used in calculating earnings per share
Profit/ (loss) attributable to the ordinary equity holders of the
company used in calculating basic earnings per share
Profit/ (loss) attributable to the ordinary equity holders of the
company used in calculating diluted earnings per share
(484)
2,345
(484)
2,345
(d) Weighted average number of shares used as the
denominator
Weighted average number of ordinary shares outstanding during
the year used in calculation of basic EPS
217,358,509
200,554,407
Options
10,750,000
11,750,000
Weighted average number of ordinary shares outstanding during
the year used in calculation of diluted EPS
228,108,509
212,304,407
Options granted to employees under the employee option scheme are considered to be potential ordinary
shares and have been included in the determination of diluted earnings per share to the extent they are
dilutive. Details relating to the options are set out in note 17.
The 650,000 options granted in March and August 2007 are not included in the calculation of diluted
earnings per share because they are antidilutive for the year ended 30 June 2009.
Diluted earnings per share for 2009 does not differ from basic earnings per share as the consolidated entity
incurred a loss after tax and is therefore antidilutive.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
68
For personal use only
27. 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
The Company
2009
$000
2008
$000
2009
$000
2008
$000
44
153
-
197
197
(35)
162
653
1,421
2,074
54
197
-
251
251
(52)
199
420
-
420
44
153
-
197
197
(35)
162
430
752
1,182
54
197
-
251
251
(52)
199
420
-
420
The operating lease commitments relate to the following:
• A property lease at 613-619 Wellington Street, Perth, Western Australia – a non-cancellable lease with a
three-year term that commenced in April 2009.
• A property lease at Albert House, 1 Singer Street, London, United Kingdom – a non-cancellable lease with
a nine-year term that commenced in July 2004.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
69
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
28. Business Combinations
(a) Summary of acquisition
On 26 March 2008 the parent entity acquired the controlling interest and remaining 60.7% of Aspermont
UK Limited (formerly Mining Communications Limited). The provisional numbers posted at 30 June 2008
included $1.3 million in liabilities incorrectly treated as part of equity.
The below tables compare the provisional numbers with the final numbers relating to the purchase of
Aspermont UK Limited.
(b) Purchase consideration (final)
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
Outflow of cash to acquire subsidiary
Cash consideration
Less: Cash balance acquired
Outflow of cash
$000
14,694
8,760
23,454
10,397
13,057
23,454
Consolidated
2008
$000
Parent entity
2008
$000
14,694
(664)
14,030
-
-
-
(c) Assets and liabilities acquired
The assets and liabilities arising from the acquisition are as follows:
Fair Value –
Provisional Net
Assets Purchased
$000
Adjustment
$000
Fair Value –
Final Net Assets
Purchased
$000
Current assets
Intangible assets
Trade receivables
Cash
Trade creditors
Non-current liabilities
Other non-current liabilities
Net assets
207
13,112
3,097
664
(3,504)
(156)
(1,669)
11,751
-
-
-
-
-
-
(1,354)
(1,354)
207
13,112
3,097
664
(3,504)
(156)
(3,023)
10,397
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 were valued by BDO Kendalls using generally
accepted valuation methods such as discounted cash flow models and based on assumptions that include
industry benchmarks across the range of the acquiree’s titles and products.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
70
For personal use only
(d) Summary of acquisition
On 30 June 2009 the parent entity acquired the remaining 20% of Resourceful Events Limited (“RE”).
Details of the fair value of the assets and liabilities acquired and goodwill are as follows:
Purchase consideration:
Cash paid
Total purchase consideration
Fair value of net identifiable assets acquired
Goodwill
(e) Net cash outflows
Outflow of cash to acquire subsidiary
Cash consideration
Less: Cash balance acquired
Outflow of cash
$000
200
200
56
144
200
Consolidated
2009
$000
Parent entity
2009
$000
200
(10)
190
200
(10)
190
(f) Assets and liabilities acquired
The assets and liabilities arising from the acquisition are as follows:
Cash
Trade receivables
Non-current receivables
Property, plant & equipment
Trade payables
Income in advance
Non-current payables
Net assets
Acquiree’s
carrying amount
$000
10
55
87
8
(73)
(14)
(17)
56
The goodwill is attributable to the customer database, trademarks, and repeat events already planned.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
71
For personal use only
notes to the financial statements
For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(g) Summary of acquisition
On 30 June 2009 the parent entity acquired the remaining 10% of Corporate Intelligence and
Communications Ltd (“CIC”).
Details of the fair value of the assets and liabilities acquired and goodwill are as follows:
Purchase consideration:
Cash paid
Fair value of WRG shares transferred
Total purchase consideration
Fair value of net identifiable assets acquired
Goodwill
(h) Net cash outflows
Outflow of cash to acquire subsidiary
Cash consideration
Less: Cash balance acquired
Outflow of cash
$000
-
232
232
16
216
232
Consolidated
2009
$000
Parent entity
2009
$000
-
(2)
(2)
-
(2)
(2)
(i) Assets and liabilities acquired
The assets and liabilities arising from the acquisition are as follows:
Cash
Financial assets
Borrowings
Net assets
Acquiree’s
carrying amount
$000
2
23
(9)
16
The goodwill is attributable to approximately $164,000 in unbilled consultancy work not brought to account,
payment of which is contingent on clients’ capital raising.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
72
For personal use only
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 2009 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 29th day of September 2009.
Andrew Kent
Director
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
73
For personal use only
For personal use only For personal use only additional information for listed public companies
As at 31st August 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities
The following additional information is required by the Australian Securities Exchange Limited in respect of
listed companies:
a)
Shareholding
Ordinary Share Capital
229,377,159 (2008: 217,358,509) shares are held by 363 (2008: 374) individual holders. All issued
ordinary shares carry one vote per share.
Distribution of Shareholders
Category (size of Holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Ordinary shares
2009
2008
37
30
84
123
89
363
42
30
89
127
86
374
The number of shareholdings held with less than marketable parcel is 55 (2008: 45).
b)
Share Options (Unquoted)
Number of Options
Number of Holders
Exercise Price
Date of Expiry
150,000
9,000,000
500,000
1,000,000
1
1
1
1
45.0c
22.5c
50.0c
22.5c
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.
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
76
For personal use only
g)
Substantial Shareholders
Name
Number of Ordinary
fully paid shares held
% Held of Issued
Ordinary Capital
1 Mr. Andrew Kent and beneficial interests
116,925,000
2 Mr. John Stark and beneficial interests
3 Cannavo Investments Pty Ltd
24,656,093
11,000,000
50.97%
10.75%
4.80%
h) 20 Largest Shareholders – Ordinary shares
Name
1 Drysdale Investments Limited
2 Cannavo Investments Pty Ltd
3 Annis Trading Limited
4 Mr. John Stark & Mrs Julie Stark
5 Allan Dale Real Estate Pty Ltd
6 HSBC Custody Nominees (Australia) Limited
7 National Nominees Limited
8 Mr. Alan Cowen
9 Allan Dale Holdings Pty Ltd
10 Mr. Robert Barrowman
11 Mr. Robert Miller
12 A & C Gal Investments Pty Limited
13 Chepan Pty Ltd
14 Mr. Rhoderic Charles Whyte
15 Mr. Thomas George Klinger
16 Mr. Yeak Hui Tan
17 Dr Carole Anne Jones
18 B F A Pty Ltd
19 Mr. David Nizol
20 Peterborough Nominees Pty Ltd
Number of Ordinary
fully paid shares held
% Held of Issued
Ordinary Capital
107,312,500
11,000,000
9,562,500
9,360,000
8,585,000
5,259,256
5,248,884
5,199,585
5,111,093
4,506,688
4,481,353
4,155,000
3,210,000
3,000,000
2,150,207
2,081,746
2,000,000
1,950,000
1,700,603
1,593,750
46.78%
4.80%
4.17%
4.08%
3.74%
2.29%
2.29%
2.27%
2.23%
1.97%
1.95%
1.81%
1.40%
1.31%
0.94%
0.91%
0.87%
0.85%
0.74%
0.70%
197,468,165
86.09%
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
77
For personal use only
notes
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
78
For personal use only
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
79
For personal use only
notes
t
r
o
p
e
R
l
a
u
n
n
A
l
9
0
0
2
80
For personal use only
For personal use only AUSTRALIA
PERTH
613-619 Wellington St
PERTH, Western Australia 6000
T l +61 8 6263 9100
F l +61 8 6263 9148
www.aspermont.com
SYDNEY
Level 4, 36 Carrington St
SYDNEY, New South Wales 2000
T l +61 2 9279 2222
F l +61 2 9279 2477
www.resourcefulevents.com
UK/EUROPE/AMERICAS
ASPERMONT UK
Albert House, 1 Singer St
LONDON, United Kingdom, EC2A 4BQ
T l +44 (0) 20 7216 6060
F l +44 (0) 20 7216 6050
www.mining-journal.com
For personal use only