2010
ANNUAL REPORT
Your global print, online and conferencing solution
For personal use only contents
01
02
04
05
06
07
08
10
14
16
Chairman’s Review
Board of Directors
Year in Review
Group CEO’s Report
Financial Highlights
London Report
Company Profile
Channels and Services
17
28
30
31
35
75
76
78
Directors’ Report
Corporate Governance Report
Auditor’s Independence Declaration
Financial Statements
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Information
Outlook for 2010 -11
80
Notes
Associated Companies
Directors
Andrew Kent
John Stark
Lewis Cross
Colm O’Brien
David Nizol
Charbel Nader
Group Chief Executive Officer
Colm O’Brien
Chief Financial Officer and Company Secretary
John Detwiler
Registered Office
613-619 Wellington Street
Perth WA 6000
Telephone: + 61 8 6263 9100
Facsimile: + 61 8 6263 9148
Solicitors
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street, Perth WA 6000
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street, Subiaco WA 6008
Chief Executive Officer, Aspermont UK
Share Registry
David Nizol
Chief Operating Officer
Chris Bond
Group Strategy and Consulting
Mark Davies
Website
Advanced Share Registry Services
150 Stirling Hwy, Nedlands WA 6009
Telephone: + 61 8 9389 8033
Facsimile: + 61 8 9389 7871
Bankers
ANZ Banking Group Limited
7/77 St Georges Terrace, Perth WA 6000
Australian Securities Exchange Limited
www.aspermont.com
ASX Code: ASP
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chairman’s review
Dear Shareholders,
As we are all well aware, years of focused expansion through acquisitions
and aggressive direct product/solution investments was caught by the global
economic hiatus.
Common sense dictated and your company followed a path of judicious
consolidation during the past 2 months.
This resulted in a 7% dip in revenue, 00% improvement in group EBITA and
a rise of approximately 200% in declared profits.
Capital profits were again strong. All of which helped reduce bank debt by
more than 30%.
During 200-, Aspermont will return to its strong revenue path and better margins with modest
investment, as the group continues to reap the benefits of what it has built.
Significant flexibility will return to the business as strong cash flows and profits will populate its
books. This step will give greater breadth to settle long-term relationships for the global media
company which has a buoyant eye for further publishing investments.
Management during this time has shown itself to be highly collaborative, innovative, entrepreneurial,
passionate and responsible; a very useful combination when considering approximately half the
business sits in both hemispheres.
These skill sets were put to good use both domestically in managing the overall Group and when
drawing profits from our sterling revenues at a time when there has been a famine in sterling that has
lasted more than three years.
The financial year has involved significant position changes, including the appointment of Mr Ron
Berryman following the very sad departure of Mr Greg Tubby who, after years of outstanding service,
was appointed in Perth as Managing Editor after the departure of long-serving Mr John Feary.
Mr Tubby passed away on Christmas Day while taking a long-deserved holiday in Thailand with his
wife and children. We will miss him.
Aspermont has never lost sight of what it takes to make a fair fist of being a profitable global media
company during times of massive pattern change as the emerging world overtakes the developed
countries, with expanding production, large capital investment, under-rated currencies and without
the problems of the maturing workforce as in the developed world.
On the other hand, the developed countries’ response is to restrain immigration and direct stimulus
via a fragile banking system or lesser untested routes.
We turn to the seismic readings in the world of media which has never been so unsurely managed by
the giants of the sector.
For these, and many others reasons, your board saw fit to deliver Aspermont decision-making greater
depth, wisdom and flexibility.
As a consequence where there were three directors there are now six, a very sound consultant
(Ian Elliot) and a new Company Secretary.
I wish us well.
Aspermont is dedicated to building its brands and portfolio of assets. Your company will continue to
vertically integrate our articulated commercial objectives.
We enjoy and work hard for our joint ventures and partnerships, and try to make wise investments.
Yours sincerely,
Andrew Kent
Executive Chairman
Aspermont Limited
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board of directors
Structure of the Board
The Board currently comprises of six members. Board members possess a broad range
of industry experience and business skills to appropriately govern the interests of our
shareholders. The Board continues to actively guide the ongoing growth strategy of the
Company. The Board actively involves, as appropriate, expert and independent advice on
matters reserved for the Remuneration and Audit & Risk Committees.
Andrew Kent l Chairman and Executive Director
Mr Andrew Kent, chairman and executive director, is an experienced
business manager and corporate advisor with more than 40 years
experience in international equities and media. Mr Kent was the CEO of
Aspermont from 000 to 005 and holds considerable knowledge of its
products and the market landscape. Mr Kent holds directorships in Magyar
Mining and Water Resources Group. He is a member of the Australian
Institute of Company Directors.
Lewis Cross l Non-Executive Director
Mr Lewis Cross, an independent non-executive director, is a former principal
of the accounting firm CrossCorp Accounting. Mr Cross is a Certified
Practising Accountant, a Fellow of the Institute of Company Directors
and holds a Bachelor of Business degree. He is executive chairman of
White Canyon Uranium Ltd and non-executive chairman of Golden State
Resources. Mr Cross is chairman of the Audit & Risk Committee.
John Stark l Non-Executive Director
Mr John Stark, a non-executive director, is an experienced business
manager with experience and interests across various listed and unlisted
companies. He is a member of the Australian Institute of Company
Directors. Mr Stark is chairman of the Remuneration Committee.
Colm O’Brien l Executive Director
Mr Colm O’Brien has led Aspermont Limited since 005 and as the Group
CEO brings key executive experience to the Board. In addition to the deep
knowledge from his time at Aspermont, Mr O’Brien brings a background
in management consulting and banking to the Board through his previous
roles with Andersen Consulting and Barclays Bank. Mr O’Brien currently
sits on numerous boards within the Aspermont Group of companies and
recently was elected to the Board of Directors of Publishers Australia, the
peak body representing a broad range of media interests nationally.
Mr O’Brien joined the Board as an executive director.
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David Nizol l Executive Director
Mr David Nizol has led Mining Communications Limited to be a
successful, profitable and globally recognised business through the key
brands of Mining Journal and the Mines & Money Conferences, now
part of the Aspermont Group. He has a wealth of publishing experience
including senior executive positions at EMAP UK and Highbury House
Communications Limited.
Mr Nizol will also provide key representation for the directors in
respect of Aspermont’s UK business interests, and joined the Board as
an executive director.
Charbel Nader l Non-Executive Director
Mr Charbel Nader has extensive experience in corporate finance and
strategic advisory roles, including experience in mergers and acquisitions.
He is executive director of Pitt Capital Partners.
The former managing director of McHudson Corporate has a broad range
of executive and advisory experience in the information communications
and media industries having been a group executive with Village
Roadshow Ltd, News Corp subsidiary e-Ventures, Ernst & Young and
having been retained in-house by PBL/Nine Network and CPH Capital.
Mr Nader is chairman of Metro Media Holdings Pty Ltd (publisher of
The Weekly Review). He is a non-executive director of Aspermont.
John Detwiler l Company Secretary and Chief Financial Officer
Mr John Detwiler is a Certified Practising Accountant with more than
5 years of financial and corporate accounting experience at private and
listed international companies, including PricewaterhouseCoopers. He
has worked in the Middle East, the United Kingdom, Silicon Valley and
Australia across a variety of industries, including oil and gas, financial
services, high-tech manufacturing, software development and industrial
services. Mr Detwiler brings strong operational, international and
strategic skills to the Company. He has a Bachelor of Business
Administration and is a member of the American Institute of CPAs and
Financial Executive International.
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year in review
The business returned to a profitable state without taking into consideration
one-off or development cost add-backs with a NPAT turnaround of $A1.6 million.
Our primary debt position reduced by 31% from $A11 million to $A7.5 million.
Net assets increased year on year by 17% from $A19.3 million to $A22.5 million.
Staged the largest-ever Mines and Money Hong Kong exhibition, with a
65% increase in revenue from the previous year.
Realigned our conference offering in Australia, through divesting from our
interest in Tonkin Corporation to concentrate on expanding the Resourceful Events brands.
Launched the inaugural Mines and Money Beijing with a profitable outcome.
Australian operations saw a 56% increase in clients purchasing more than
one product.
Won an Association of Mining and Exploration Companies (AMEC)
Print Journalism award for “Searching for the Next Elephant”, by Ron Berryman,
RESOURCESTOCKS July 2009.
Appointed a new editorial leadership team, further strengthening Aspermont’s
editorial knowledge base, experience and direction.
Launched Aspermont Marketing Services due to client demand for a full
end-to-end media marketing service.
Increased our focus on educating clients with events such as the Mining in a Day
seminars and specialised workshops held during our industry conferences.
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group ceo’s report
Dear Fellow Shareholders,
I am pleased to report on the Group’s results for the year ending
30 June 2010.
Fiscal year 2009-2010 has emerged as a very positive year for the
company. Given the impacts of the downturn in the previous year
and the trickle-through effect on this year, the Group results
demonstrate the sound financial management of the business and
its numerous products.
While overall revenue was down year on year given the impact on forward bookings made
during the downturn, it is very pleasing to see that we have returned a higher gross profit
margin of 6% compared with 8% last year.
We have also further reduced our primary debt year on year from $A11 million to
$A7. million in line with a planned debt reduction program implemented 12 months ago.
This debt reduction will continue through financial year 2010-11.
At the operational level the integration between the UK and Australian operations has
gathered pace, particularly with cross sales and operational functions. This includes
promotion of events, print, advertising and implementation of group subscription offers.
The strong Australian dollar has had a significant impact on our key figures given that circa
0% of our operations are based out of the UK, therefore any eventual strengthening of the
sterling will have an immediate positive impact.
Key high-growth areas emerging are the events and online aspects of the business. These
remain high-margin products and we have increased our offering to the market particularly
in the events space. The stable of print products continues to grow, notwithstanding market
trends on the future of print products.
With the first quarter of this financial year nearing completion, our overall position is
ahead of budget, with a positive uplift in forward bookings across all our product channels.
New product launches are being considered for implementation given the positive start to
the year.
Our new products and services will continue to be of high margin and leverage existing
resources rather than adding new fixed costs to the operations.
Although a final dividend has not been declared this year the directors will be considering a
dividend in due course.
It remains for me to sincerely thank our staff, shareholders and customers for their ongoing
support of the Aspermont Group.
Yours sincerely,
Colm O’Brien
Group Chief Executive Officer
Aspermont Limited
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0
500
0
1000 1500 2000 2500 3000 3500
20000
15000
10000
5000
25000
0
2006
0
100
9,226
50
1000 2000 3000 4000 5000 6000 7000 8000
200
250
Net Profit
2010
1,076
After Tax ($000)
1,076
Market Capitalisation
2010
0
2010
20000
195
15000
10000
5000
($000)
25000
195
0
1000 2000 3000 4000 5000 6000 7000 8000
2010
2009
2008
2007
2006
22,967
24,729
2010
2009
financial highlights
19,263
2008
13,970
9,226
2007
2006
1,145
3,247
4,222
2,806
Reported
Normalised*
1,611
4,740
Operating Revenue
10000
20000
15000
5000
0
25000
0
EBITDA
($000)
1000 2000 3000 4000 5000 6000 7000 8000
22,967
22,967
2010
2010
3,247
3,247
($000)
1,076
2009
2010
2010
2009
2010
2008
2007
2008
2006
2007
2006
2009
2010
2008
2009
2007
2008
2006
2007
0
2006
24,729
24,729
22,967
19,263
Reported
19,263
(484)
Normalised*
24,729
3,113
13,970
13,970
2,345
9,226
9,226
0
5000
5000
10000
10000
1,358
1,966
15000
9,226
13,970
15000
20000
19,263
20000
25000
25000
3,247
4,222
4,222
Reported
Reported
Normalised*
Normalised*
1,611
4,740
4,740
1,611
195
206
Reported
Normalised*
4,740
1,611
22,967
2,806
1,145
1,145
2,806
136
4,222
2,806
133
1000 2000 3000 4000 5000 6000 7000 8000
125
1000 2000 3000 4000 5000 6000 7000 8000
19,263
1,145
0
24,729
2009
2010
2008
2009
2007
2008
2006
2007
0
2006
2009
2010
2008
2009
2007
2010
2008
2006
2009
2007
2008
2006
2007
13,970
150
Reported
Reported
Normalised*
Normalised*
(484)
(484)
3,113
3,113
9
1,076
2,345
2,345
1,966
3,247
1,358
1,966
17
2,345
1,358
Reported
Normalised*
(484)
3,113
Reported
Normalised*
500
1000 1500 2000 2500 3000 3500
1,966
19
4,222
1000 1500 2000 2500 3000 3500
18
1,358
1,611
4,740
0
500
2,806
15
500
1000 1500 2000 2500 3000 3500
10
20
1,145
25
0
5
2010
2008
0
2007
2010
2008
2006
2009
2007
2008
0
2006
2007
0
2006
2009
2010
2008
2009
2007
2008
2006
2007
0
2006
2009
2010
2008
2009
2007
2010
2008
2006
2007
2008
2006
2007
2009
206
206
33,139
136
1,076
133
125
0
50
50
100
22,827
100
150
136
56,513
133
136
125
133
2,345
150
200
125
195
206
Reported
(484)
79,336
3,113
Normalised*
77,728
250
250
200
1,966
0
2006
10000 20000 30000 40000 50000 60000 70000 80000
200
100
150
50
0
1,358
1000 1500 2000 2500 3000 3500
33,139
33,139
After Tax Per Employee ($000)
33,139
56,513
56,513
9
22,827
22,827
79,336
79,336
56,513
77,728
77,728
79,336
77,728
500
0
2010
2010
Net Profit
2009
2009
2010
2008
2008
2009
2007
2008
2006
0
2007
0
2006
2007
2010
2006
2009
2008
0
10000 20000 30000 40000 50000 60000 70000 80000
17
10000 20000 30000 40000 50000 60000 70000 80000
22,827
Reported
Normalised*
1,611
4,740
3,247
4,222
2,806
1,145
195
206
136
133
125
33,139
56,513
79,336
77,728
2010
2009
2008
2007
2006
2010
2009
2008
2007
2006
2010
2009
2008
2007
2006
250
0
50
100
150
200
250
5
10
133
15
125
20
25
2007
2006
0
19
10000 20000 30000 40000 50000 60000 70000 80000
18
22,827
50
100
150
200
250
0
5
10
15
20
25
0
10000 20000 30000 40000 50000 60000 70000 80000
0
5000
10000
15000
20000
25000
0
1000 2000 3000 4000 5000 6000 7000 8000
2009
2010
2009
2010
2008
2009
2009
2007
2008
2006
2007
2006
22,967
24,729
19,263
2010
2009
2008
2007
2006
2010
2008
2007
2006
13,970
9,226
1,076
2,345
1,966
1,358
0
500
1000 1500 2000 2500 3000 3500
9
2010
2009
0
2008
2007
2006
17
19
18
2009
Reported
Normalised*
(484)
3,113
2010
2009
2008
2007
2006
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0
1
0
2
9
0
0
9
Per Employee ($000)
17
2010
9
Operating Revenue
2009
0
2010
17
2008
2009
2007
2010
2008
2006
2009
2007
2008
0
2006
2007
136
15
18
19
17
10
15
10
20
5
0
5
19
195
18
19
20
18
206
25
25
2006
0
0
*Adjusted for non-recurring items
33,139
56,513
79,336
77,728
22,827
2010
2009
2008
2007
2006
0
5
10
15
20
25
0
10000 20000 30000 40000 50000 60000 70000 80000
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london report
Dear Fellow Shareholders,
It has been a year of further consolidation, of championing our core
offerings, of creating new opportunities and, as always, focusing on
business efficiency ratios.
Revenues were pretty much on a par with 2008-09. Advertising
revenue was down 2.5% on last year, and circulation revenue was
down 11.1%, reflecting the rationalisation that has been taking place
in the global mining sector.
The event-based revenue continued to grow by £0.126 million (6.5%) year on year.
We staged a very successful Mines and Money Hong Kong event, and the inaugural
Mines and Money Beijing in June 2010 was extremely well received.
Mining Magazine Congress, in Niagara-on-the-Lake in Ontario last November, was
equally successful (this November we move to Perth with a bigger event), and the
Mining, People and the Environment seminar in Toronto in March exceeded expectations.
Both were also a first.
Our ongoing focus on cost management ensured every operational department came in
below its budgeted cost level. In total £0.198 million (4.8%) of the planned cost base was
returned to the bottom line.
Costs at £3.89 million were equal to those in 2005-06, while revenues were 25.%
ahead of 2005-06.
As a result, margin increased from 19.2% in 2008-09 to 22.9%, and EBITDA grew by
19.2% year on year.
Our focus remains both universal and specific: online revenue and circulation enhancement
are key areas for concentration, as are growth opportunities in North America and Canada.
The year has started well, with Aspermont UK comfortably ahead of the first quarter
budget. Our single-largest event, Mines & Money London (December 2010), is currently
ahead of budget.
Yours sincerely,
David Nizol
Chief Executive Officer
Aspermont UK
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company profile
Aspermont Limited is a global provider of integrated media solutions for the Business to
Business (B2B) and Business to Consumer (B2C) markets, delivered through print, online
and conference channels.
These are accompanied by a suite of value-added services, including industry-specific
search engines, archives and directories, graphic design capability and customised
marketing and research services.
Aspermont is dedicated to providing readers with objective, analytical news and information,
while offering advertising clients end-to-end, targeted marketing solutions. Our clients
include decision-makers and high-income individuals across a diverse range of markets and
industry sectors, including:
Mining
Oil and gas
Construction
Agriculture
Finance
Investment
Biotechnology
Transport
Superannuation
Environment
Lifestyle
Integrated Multi-Media B2B and B2C Proposition
Consumers rely on print media
for awareness of products
and services, research online
using trustworthy sources and
purchase face to face.
Print
Online
Marketing
Services
Events
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The group has a significant global presence, directly employing circa 120 people across
offices in Australia, the UK and America. Aspermont continues to expand its business and
look for growth opportunities across both industries and geographies.
2005
Recent research has suggested that consumers rely on print media for awareness of
products and services, research online using trustworthy sources and purchase face to face.
Print
Online
This concept is core to Aspermont’s strategy. Our ability to bundle these products for
advertisers and readers ensures we remain unique in our product offering and continue to
see revenue growth in all channels.
Events
2005
Print
Online
Events
2010
Print
Online
Events
2012
Print
Online
Events
Group Revenue by Channel
2005
Print
Online
Events
2010
Print
Online
Events
Aspermont Presence (Products or Offices)
2012
Print
Online
Events
2010
Print
Online
Events
2012
Print
Online
Events
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channels and services
Print
Print
Online
Marketing
Services
Events
Aspermont produces 13 print publications, distributing an
average of 165,000 issues per month. Our print products provide
comprehensive and up-to-date information, reviews and surveys.
Our established products, including Mining Journal, Australia’s
Mining Monthly and RESOURCESTOCKS, are acknowledged as
leaders in their sectors and have provided a unique platform for the
launch of new publications and events.
The company continues to grow its print revenue by adding maps,
supplements, directories and CDs to its existing range.
, and the
Suppliers Guides
Aspermont also prints five annual Suppliers Guides for
the mining, coal, oil and gas, and construction industries.
As valuable industry reference tools, the Suppliers Guides
also offer a cost-effective advertising opportunity.
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Print
Online
Online
Marketing
Services
Events
Aspermont produces 12 online news services, delivering an
average of two million email bulletins direct to readers’ desktops
every month.
The services are renowned for their news presentation, quality and
scope of reporting.
Aspermont’s online business has experienced strong growth,
due to increased demand for timely and relevant information,
as well as growing recognition among advertisers of the power
of online advertising.
Industry Specific Search Engines
In addition, Aspermont has a suite of vertical search
engines that correlate directly with its key industry
sectors: SearchMining.net, SearchPetroleum.net and
SearchConstruction.net.
The engines offer users fast and accurate industry
search analyses, while connecting advertisers with a
highly targeted and captive online audience.
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channels and services
Print
Conferencing
Online
Marketing
Services
Events
Conferencing is the fastest growing division of Aspermont. The
company manages more than 20 conferences and seminars around
the globe each year.
Excellence in Oil and Gas and Excellence in Mining are now in their
fifth and sixth year respectively, and continue to be recognised as
Sydney’s leading resource investment conferences.
The 20:20 Investor Series are free, half-day seminars aimed at
bringing industry and investment together. Focusing on a specific
commodity or region, these events are held bi-monthly in the heart
of Sydney.
The Mining Magazine Congress is an annual two-day conference,
where senior managers and suppliers in the mining industry come
together to discuss new ideas for more efficient mine production.
Following a highly successful launch in Niagara, Canada in 2009,
the event is moving to Perth, Western Australia in November 2010.
The GeoDrilling Show, incorporating the Trenchless Construction
Show, is a free, two-day conference and exhibition presenting
key equipment services and technology for the ground drilling,
geotechnical, piling and geothermal industries. GeoDrilling has
been held annually in the UK since 2005.
Mines and Money
Mines and Money is Aspermont’s leading conference
brand. Currently held annually in Beijing, Hong Kong and
London, the events attract a large international audience
of mining and exploration companies, financiers, investors
and industry service providers.
I N O I L A N D G A S
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Print
Aspermont Marketing Services
Online
Marketing
Services
Aspermont Marketing Services, a division of Aspermont Limited,
provides a suite of marketing services to its clients.
Events
Born out of the requirements of Aspermont’s publishing clients, AMS
now exists as a separate service unit, providing marketing, graphic
design, and market research services and advice to existing and
new clients in the mining, oil and gas, construction and transport
and other industry sectors, including B2C.
The team’s unrivalled experience and analytics skills support clients
in making better informed decisions, taking business opportunities
and managing strategic operations.
The services include:
Advertising campaigns
Online marketing
Market research
Marketing strategies/plans
Direct mail
Events management
Graphic design
Corporate merchandising
Contract publishing
Media release and technical writing
To view Aspermont’s complete range of
products and services, please visit our website
www.aspermont.com
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OUTLOOK FOR 2010-11
Trish Seeney l General Manager, Australia (joined August 2010)
The coming year offers exciting opportunities to continue to grow and
extend our existing business platform and to pursue new projects, ensuring
that we are at the forefront of information provision. We have a dedicated
and experienced team and investment in new technologies and marketing
resources will also increase our advertiser, reader and subscriber base
during 2010-11.
Mark Davies l Group Strategy & Consulting
Increased focus on internal process improvement
and product delivery during the past 12-18 months
has provided significant, and importantly, sustainable
efficiency across the Group and therefore a solid
platform from which the Company can fully maximise
improved future conditions.
Chris Bond l Chief Operating Officer
(currently seconded to Kondinin Information Services)
Our capable and dedicated team embraced the year
and again succeeded in their quest to continually
improve and develop our suite of renowned world-class
products. The depth and quality of our independent
journalism continues to underpin the commercial
success, all supported by the equally important areas
of sales, information technology, marketing, production,
administration and finance.
Gareth Hector l Advertisement Sales & Subscriptions Director, UK
Greater integration of the Perth and UK Offices has enabled us
to pursue a more proactive subscription strategy, incorporating
potential that is already held within the Aspermont Group
database. Improvements in our online offerings and marketing
will also increase subscription revenue in 2010-11.
Mark Ranson l National Advertising & Sales Manager, Australia
Over the next 12 months, we will continue to focus on offering packages that
meet our clients’ needs for a print, online, and face-to-face solution. We will
leverage recent improvements in sales efficiencies and processes, and aim to
consistently meet and over-achieve our targets while taking advantage of new
opportunities in the Group.
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Chris Hinde l Editorial Director, UK
Mining Journal recently celebrated its 175th anniversary, demonstrating our
long-term commitment to the sector. Over the years, we have also established
many other publications as leaders within their individual markets.
Our titles will be revitalised in 2010-11, with redesigned print versions, and
an increased emphasis on delivery of a faster electronic service.
Jackie Richmond l Marketing Manager, Australia
We look forward to providing clients with a complete
range of media services through the utilisation of
our recently launched Aspermont Marketing Services
division. Designing customised above and below the
line media campaigns will ensure increased value,
satisfaction and results for our clients.
Pablo Martin l Event Sales Director, UK
The outlook for 2010-11 is positive, with plenty of
room for organic growth. Our new Chinese offering,
Mines and Money Beijing, has huge potential for the
future and will help create a footprint for Aspermont in
the biggest growing economy in the world.
Our team has plenty of scope to continue launching new
events while growing the current successful portfolio.
Ron Berryman l Managing Editor, Australia
The next 12 months promises to be a period of strong growth for both
online and print products. Highlights will include the launch of a premium
energy news product, an early commodity update from MiningNews.net,
and RESOURCESTOCKS moving to eight editions in 2011. An injection of
new, exciting talent into the editorial department will enable Aspermont to
strengthen its position as a global leader in B2B and B2C publications.
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associated companies
WME Media
WME Media is Australia’s leading environmental publisher in
Australia, 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 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% of 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
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For the year ending 30 June 2010 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 2010.
Directors
The following persons were directors of Aspermont Limited during the financial year and up to the date of
this report:
A.L. Kent
J. Stark
L.G. Cross
C. O’Brien (appointed on 29 January 2010)
D. Nizol (appointed on 29 January 2010)
C. Nader (appointed on 29 January 2010)
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 profit after tax was $1.076 million (2009: loss $0.484 million).
Dividends
No dividend has been declared for the year (2009: no dividend).
Review of operations
Fiscal year 2009-10 has emerged as a very positive year for the Company. Given the impact of the downturn
in the previous year and the trickle-through effect on this year, the Group results demonstrate the sound
financial management of the business and its numerous products. While overall revenue was down year on
year because of the impact on forward bookings during the downturn, it is very pleasing to see that we have
returned a higher gross profit margin of 65% compared with 58% last year.
We have also further reduced our primary debt year on year from A$11 million to A$7.5 million in line with
a planned debt reduction program implemented 12 months ago. This debt reduction will continue through
FY2010-11.
At the operational level the integration between the UK and Australian operations has gathered pace,
particularly with cross sales and operational functions. This includes promotion of events, print, advertising
and implementation of group subscription offers.
The strong Australian dollar has had a significant impact on our key figures, given that circa 50% of our
operations are based in the UK; therefore any eventual strengthening of the sterling will have an immediate
positive impact.
Key high-growth areas emerging are the events and online aspects of the business. These remain high-margin
products and we have increased our offering to the market, particularly in the events space. The stable of
print products continues to grow, notwithstanding market trends on the future of print products.
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DiRectORs’ RePORt
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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.
Matters subsequent to the end of the financial year
See note 24 of the Financial Report regarding events subsequent to 30 June 2010. No other matter or
circumstance has arisen since 30 June 2010 that has significantly affected, or may significantly affect:
(a) The Group’s operations in future financial years, or
(b) The result of those operations in future financial years, or
(c) The Group’s state of affairs in future financial years.
Likely developments and expected results of operations
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 and executive director. Age 63
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 Ltd (since 2008), Water Resources Group Ltd (since 2007),
New Guinea Energy Ltd (since 2009) and Excalibur Mining Ltd (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
J. stark AAicD Non-executive director. Age 64
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
24,695,000 ordinary shares in Aspermont Limited
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L.G. cross B.com, cPA, FAicD Non-executive director. Age 62
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
Executive Chairman of White Canyon Uranium Ltd (since 2007)
Non-Executive Chairman of Golden State Resources Ltd (since 2006)
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
c. O’Brien BcL (Hons), AAicD Executive director. Age 38 (appointed on 29 January 2010)
Experience and expertise
Mr. O’Brien has in-depth management consulting and banking experience through previous roles and sits on
numerous boards within the Aspermont Group. Mr. O’Brien joined the Board in January 2010.
Other current directorships
Publisher Australia (since 2009)
Special responsibilities
CEO – Group
Former directorships in last 3 years
None
Interest in shares and options
1,575,417 ordinary shares in Aspermont Limited
D. Nizol B.com, BA (Hons) Executive director. Age 58 (appointed on 29 January 2010)
Experience and expertise
Mr. Nizol has a wealth of publishing experience, including previously holding senior executive positions in
other media companies. Mr. Nizol joined the Board in January 2010.
Other current directorships
None
Special responsibilities
CEO – Aspermont UK
Former directorships in last 3 years
None
Interest in shares and options
1,700,603 ordinary shares in Aspermont Limited
c. Nader B.com, M App Fin, cA Non-executive director. Age 41 (appointed on 29 January 2010)
Experience and expertise
Mr. Nader has extensive experience in corporate finance and strategic advisory roles in various industries,
and is presently an Executive Director with Pitt Capital Partners. Mr. Nader joined the Board in January 2010.
Other current directorships
None
Special responsibilities
None
Former directorships in last 3 years
None
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. J. Detwiler, B.Sc, CPA. Mr. Detwiler was appointed to the position of Company
Secretary and Chief Financial Officer in June 2010, and has extensive financial management and corporate
governance experience in prior roles.
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DiRectORs’ RePORt
For the year ending 30 June 2010 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 2010, and the number of meetings attended by each director were:
Full meetings of
directors
Meetings of committees
Audit & Risk
Remuneration
A
4
4
4
2
2
2
B
4
4
4
2
2
2
A
4
**
4
**
**
**
B
4
**
4
**
**
**
A
–
–
–
–
–
–
B
–
–
–
–
–
–
A. Kent
J. Stark
L. Cross
C. O’Brien
D. Nizol
C. Nader
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 information provided in this remuneration report has been audited as required by section 308 (3C) of the
Corporations Act 2001.
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.
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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 executive 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 directors’ fees are
inclusive of committee fees.
The following fees have applied:
From 1 July 2010
From 1 July 2009 to
30 June 2010
Base Fees
Chair
Non-executive directors
136,000
26,000 *
136,000
26,000
* Director fees for Mr. Nader were $50,000 on his appointment.
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 2011.
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 contract.
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.
The Company currently does not have a policy to limit “at risk” remuneration for executives.
Long-term incentives
Long-term incentives are provided to certain employees to incentivise long-term objectives and tenure.
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DiRectORs’ RePORt
For the year ending 30 June 2010 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 following:
• Andrew Leslie Kent – Chairman and Executive Director
• John Stark – Non-Executive Director
• Lewis George Cross – Non-Executive Director
• Charbel Nader – Non-Executive Director
• Colm O’Brien – Chief Executive Officer (Group) and Executive Director
• David Nizol – Chief Executive Officer (UK) and Executive Director
• John Detwiler – Chief Financial Officer and Company Secretary
• Chris Bond – Chief Operating Officer
• Mark Davies – Group Strategy and Consulting
There is no relationship between shareholder wealth and remuneration.
The following table demonstrates the Group’s performance over shareholder value during the last five years:
Profit attributable to owners
of the company
Dividends paid
Share price at 30 June
Return on capital employed
2010
2009
2008
2007
2006
1,076,000
(484,000)
2,345,000
1,966,000
1,358,000
–
0.14
5%
–
282,000
253,000
183,000
0.26
-3%
0.37
12%
0.40
21%
0.13
23%
Key management personnel of the Group and other executives of the Company and the Group:
short-term employee benefits
Post
employment
benefits
Cash salary
Cash
Bonus
Director
Fees
Non
monetary
benefits
Super-
annuation
Total
Performance
Based
Remuneration
120,727
178,922
–
–
–
–
10,800
131,527
18,958
49,069
16,336
263,286
0%
0%
213,683
220,611
20,833
-
21,368
476,495
45%
513,332
220,611
39,792
49,069
48,504
871,308
–
–
–
–
–
–
–
–
24,000
24,000
26,544
74,544
–
–
–
–
2,160
2,160
2,625
26,160
26,160
29,169
6,945
81,489
2010
Name
Executive directors
A. L. Kent Chair
C. O’Brien **
D. Nizol *
Sub-total executive
directors
Non executive directors
J. Stark
L. G. Cross
C. Nader **
Sub-total non-executive
directors
Other key management
personnel
H. Thong #
J. Detwiler ##
C. Bond
M. Davies
0%
0%
0%
0%
0%
0%
0%
0%
258,329
9,807
119,372
159,786
–
–
–
–
–
45,578
17,024
320,931
–
883
10,690
32,140
12,150
163,662
–
13,810
173,596
77,718
43,867
668,879
Sub-total other key
management personnel
547,294
–
Total key management
personnel compensation
(Group)
1,060,626 220,611
114,336
126,787
99,317
1,621,676
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Name
short-term employee benefits
Post
employment
benefits
Cash salary
Cash
Bonus
Director
Fees
Non
monetary
benefits
Super-
annuation
Total
Performance
Based
Remuneration
Executive directors
A. L. Kent Chair
119,415
Sub-total executive
directors
Non-executive directors
119,415
–
–
–
211,448
217,741
161,226
124,418
175,810
890,643
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
Sub-total other key
management personnel
Total key management
personnel compensation
(Group)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
60,299
179,714
0%
60,299
179,714
2,160
2,160
26,160
26,160
0%
0%
4,320
52,320
24,000
24,000
48,000
–
–
–
–
–
–
34,539
15,206
261,193
–
21,774
239,515
32,370
13,068
206,664
30,615
13,174
168,207
–
14,185
189,995
97,524
77,407
1,065,574
0%
0%
0%
0%
0%
1,010,058
–
48,000
97,524
142,026
1,297,608
# Mr. Thong resigned as Chief Financial Officer on 28 May 2010 and Company Secretary on
11 June 2010. The cash salary amount includes an accrued benefit of $95,505.
## Mr. Detwiler was appointed as Chief Financial Officer and Company Secretary on 27 May 2010 and
11 June 2010 respectively.
* Mr. Nizol was appointed as an Executive Director on 29 January 2010. UK executive remuneration,
paid in British Pounds, has been converted to Australian Dollars at the average exchange rate over the
14 months ending 30 June 2010.
** Mr. O’Brien and Mr. Nader were appointed as Executive and Non-Executive Directors respectively on
29 January 2010.
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DiRectORs’ RePORt
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
C)
Service agreements
On appointment to the Board, all 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 and 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. 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 2010 of $265,000 to be reviewed
annually by the remuneration committee.
• Payment of a 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. Nizol Chief Executive Officer (UK)
• Term of agreement – ongoing, commencing 28 May 2008.
• Base salary, inclusive of pension contributions, for the year ending 30 June 2010 of GBP 110,000
(AUD 201,473) to be reviewed annually by the remuneration committee.
• Payment of a benefit on termination by the Company, other than for gross misconduct, equal to 6 months
base salary.
J. Detwiler Chief Financial Officer and Company Secretary
• Term of agreement – ongoing, commencing 27 May 2010.
• Base salary, inclusive of superannuation, for the year ending 30 June 2010 of $168,500 to be reviewed
annually by the remuneration committee.
• Payment of a benefit on termination by the Company, other than for gross misconduct, equal to 6 months
base salary.
M. Davies Group Strategy and Consulting
• Term of agreement – ongoing, commencing 19 November 2007.
• Base salary, inclusive of superannuation, for the year ending 30 June 2010 of $201,840 to be reviewed
annually by the remuneration committee.
• Payment of a 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, renewed 19 July 2010 and ending 19 July 2012.
• Base salary, inclusive of superannuation, for the year ending 30 June 2010 of $188,500 to be reviewed
annually by the remuneration committee.
• Payment of a benefit on early termination by the Company, other than for gross misconduct, equal to
6 months base salary.
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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 16 to the financial statements.
Name
Number of options granted
during the year
Number of options vested
during the year
2010
2009
2010
2009
Key management
personnel of the Group
D. F. Nizol #
–
1,910,718
–
–
# 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 share price at grant date, the expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
No options were granted or exercised in Aspermont Limited in 2009 and 2010.
E)
Additional information
Mr. Nizol was paid a special performance-based bonus in 2010 for the results of the integration of the
UK business into the Group. No other bonuses were paid in 2010.
this is the end of the Audited Remuneration Report.
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DiRectORs’ RePORt
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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 19 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
01/10/2005
Date of expiry
30/09/2010
Exercise price
22.5c
Number of options
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.
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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
2010
2009
Other assurance services
BDO Audit (WA) Pty Ltd
$4,097
–
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 30.
This report of the directors incorporating the remuneration report is made in accordance with a resolution of
the Board of Directors.
C. O’Brien
Director
Perth
30 September 2010
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CorporAte GovernAnCe report
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Corporate Governance
The primary role of the Aspermont Board (Board) is the protection and enhancement of long-term shareholder
value. The Board is accountable to shareholders for the performance of the Company. It directs and monitors
the business and affairs of the Company on behalf of shareholders and is responsible for the Company’s
overall corporate governance.
The Company 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 2010 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 Two of the six directors are considered to be independent.
ii. Principle 2.2 Chairman is not an independent director.
Only a minority of the Board is independent. Both Mr. L.G. Cross and Mr. C. Nader are financially oriented,
experienced independent company directors.
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.
Mr. C. O’Brien and Mr. D. Nizol are the CEO Group and CEO Aspermont United Kingdom, respectively,
and are Executive Directors of the Company. They bring day to day experience of managing the Company’s
Australian and United Kingdom operations to the Board.
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 six 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.
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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 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, 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.
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Tel: +8 6382 4600
Fax: +8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
30th September 2010
The Directors
Aspermont Limited
613-619 Wellington Street
PERTH WA 6000
Dear Sirs,
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
ASPERMONT LTD
As lead auditor of Aspermont Ltd for the year ended 30 June 2010, I declare that, to the best
of my knowledge and belief, there have been no contraventions of:
•
•
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Aspermont Ltd and the entities it controlled during the
period.
Brad McVeigh
Director
BDO Audit (WA) Pty Ltd
Perth, Western Australia
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
For personal use only StatementS of ComprehenSive inCome
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Note
4
4
5
9
6
Revenue from continuing operations
Other income
Cost of sales
Gross profit
Distribution expenses
Marketing expenses
Occupancy expenses
Corporate and administration
Finance costs
Other expenses from ordinary activities
Share of net profit in associates
Profit/(loss) from continuing operations
before income tax expense
Income tax benefit/(expense) relating to
continuing operations
Profit/(loss) for the year
Net profit/(loss) attributable to equity holders of
the parent entity
Other comprehensive income/(loss)
Foreign currency translation differences for
foreign operations
Net change in fair value of equity instruments
measured at fair value through comprehensive
income
Income tax benefit relating to other
comprehensive income
Other
Total comprehensive income/(loss) for the period
(net of tax) attributable to equity holders of the
parent entity
Consolidated
2010
$000
20,905
2,062
(8,122)
14,845
(974)
(3,610)
(996)
(3,439)
(1,038)
(3,360)
2009
$000
23,052
1,677
(10,503)
14,226
(1,290)
(3,985)
(927)
(3,304)
(1,208)
(4,124)
(13,417)
(14,838)
306
1,734
(658)
1,076
1,076
461
(1,645)
493
–
70
(542)
58
(484)
(484)
45
–
–
(77)
385
(516)
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
22
22
0.46
0.46
(0.22)
n/a
The Statements of Comprehensive Income should be read in conjunction with the Notes to the Financial Statements.
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StatementS of finanCial poSition
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
Note
18
7
8
7
8
9
10
6
11
12
13
14
6
14
6
15
16
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
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
total eQUitY
2010
$000
774
3,066
3,887
7,727
0
2,757
1,783
338
793
32,380
38,051
45,778
4,018
2,823
2,125
298
9,264
8,788
5,041
159
13,988
23,252
22,526
2009
$000
797
1,897
2,045
4,739
1,028
6,758
2,526
1,363
905
31,327
43,907
48,646
5,986
2,188
30
411
8,615
15,186
5,400
144
20,730
29,345
19,301
49,125
(558)
(26,041)
22,526
46,285
692
(27,676)
19,301
The Statements of Financial Position should be read in conjunction with the Notes to the Financial Statements.
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StatementS of ChangeS in eQUitY
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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StatementS of CaSh flowS
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
Note
2010
$000
2009
$000
Cash flows from operating activities
Cash receipts from customers
Cash payments to suppliers and employees
Interest and other costs of finance paid
Interest received
Income tax paid
20,517
(20,615)
(738)
12
(42)
24,221
(22,210)
(910)
30
–
net cash provided by/ (used in)
operating activities
18(b)
(866)
1,131
Cash flows from investing activities
Loans to other entities
Proceeds from loans repaid
Payments for investments
Proceeds from sale of equity investments
Payments for non-current assets
(300)
–
(746)
3,585
(531)
(22)
299
(1,425)
379
(1,077)
net cash provided by/ (used in)
investing activities
2,008
(1,846)
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
2,627
31
(3,776)
–
–
561
(313)
(139)
(1,118)
109
net increase/ (decrease) in cash held
Cash at the beginning of the year
Effects of exchange rate changes on the balance of
cash held in foreign currencies
24
797
(47)
(606)
1,422
(19)
Cash at the end of the year
18(a)
774
797
The Statements of Cash Flows should be read in conjunction with the Notes to the Financial Statements.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 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
These financial statements are general purpose financial statements that have 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. Separate
financial statements of Aspermont Limited, as an individual entity, are no longer presented as a consequence
of a change to the Corporations Act 2001. Financial information for Aspermont Limited as an individual entity
is included in note 3.
The financial report of Aspermont Limited and controlled entities 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 have been consistently applied to all years presented, except for the following:
Financial Assets
The Group has adopted the revised AASB 9 Financial Instruments in the current year and has applied the
revised provisions to financial assets for the year commencing 1 July 2009.
As allowed by AASB 9, if early adopted, the Group has elected not to restate prior periods. No adjustments
between the previous carrying amount and the carrying amount were required.
The impact on the consolidated statement of comprehensive income for the year ended 30 June 2010 as a
result of applying AASB 9 is as follows (000s):
• $1,645 decrease in fair value of equity instruments has been classified to other comprehensive loss rather
than a reduction of other income.
The impact on the consolidated statement of financial position at 30 June 2010 from reclassifying financial
assets as a result of applying AASB 9 is as follows (000s):
• $1,645 decrease in fair value of equity instruments has been classified as reserves in the equity section
rather than accumulated losses in the equity section.
The change in accounting policy has a positive impact of $0.0070 on the basic earnings per share as well as
the diluted earnings per share in 2010.
Reporting period
The financial year-end date for Aspermont UK has been amended from 30 April to 30 June to align reporting
to the other companies within the Aspermont Limited Group. The directors believe this will improve the
transparency of the financial performance and position of the Company.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Segment reporting
The Group has adopted AASB 8 Operating Segments from July 1, 2009. The new standard requires a
management approach, under which segment information is presented on the same basis as that used for
internal reporting purposes. This amendment impacts disclosures in the financial statements only.
Presentation of Financial Statements
The Group has applied AASB 101 Presentation of Financial Statements from 1 July 2009. AASB 101
requires that all non-owner changes in equity (comprehensive income) are disclosed in a Statement of
Comprehensive Income. This approach has been adopted by the Group. Other changes that have been
adopted in accordance with the standard are the renaming of the primary statements.
(a) Basis of consolidation
The consolidated accounts comprise the accounts of Aspermont Limited and all of its controlled entities, the
Group. A controlled entity is any entity that Aspermont has the power to control the financial and operating
policies of so as to obtain benefits from its activities.
A list of controlled entities is contained in note 17 to the financial statements.
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.
Non-controlling 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.
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests
in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised in a separate reserve within equity attributable to owners of
Aspermont Limited.
When the Group ceases to have control, joint control or significant influence, any retained interest in the
entity is remeasured to its fair value with the change in carrying amount recognised in the statement of
comprehensive income. The fair value is the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, jointly controlled entity or financial asset. Any amounts
previously recognised in other comprehensive income in respect of that entity are accounted for as if the
Group had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or an associate is reduced but joint control or significant
influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive
income are reclassified to the statement of comprehensive income where appropriate.
Changes in accounting policy
The Group has changed its accounting policy for transactions with non-controlling interests and the
accounting for loss of control, joint control or significant influence from 1 July 2009 when a revised AASB
127 Consolidated and Separate Financial Statements became operative. The revisions to AASB 127
contained consequential amendments to AASB 128 Investments in Associates and AASB 131 Interests in
Joint Ventures.
Previously transactions with non-controlling interests were treated as transactions with parties external to
the Group. Disposals therefore resulted in gains or losses in profit or loss and purchases resulted in the
recognition of goodwill. On disposal or partial disposal, a proportionate interest in reserves attributable to the
subsidiary was reclassified to profit or loss directly to retained earnings.
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Previously when the Group ceased to have control, joint control or significant influence over an entity, the
carrying amount of the investment at the date control, joint control or significant influence ceased and
became its cost for the purposes of subsequently accounting for the retained interests as associates, jointly
controlled entity or financial assets.
The Group has applied the new policy prospectively to transactions occurring on or after 1 July 2009. As a
consequence, no adjustments were necessary to any of the amounts previously recognised in the financial
statements.
(b) Cash and cash equivalents
For the purpose of the statement of cash flows, cash includes:
i. cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
ii. investments in money market instruments with less than 14 days to maturity.
(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 statement of comprehensive income. 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
Depreciation rate
13.5% – 40%
(d) Employee benefits
Provision is made for the Company’s liability for employee entitlements arising from services rendered by
employees to balance date. Employee entitlements expected to be settled within one year together with
entitlements arising from wages and annual leave, which will be settled after one year, have been measured
at their nominal amount. Other employee entitlements payable later than one year have been measured at the
present value of the estimated future cash outflows to be made for those entitlements. Contributions are made
by the Group to employee superannuation funds and are charged as expenses when incurred.
(e) Financial instruments
Recognition
The Group recognises receivables on the date that they are originated. All other financial assets are recognised
initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
Financial assets are classified based on the objective of the Group’s business model for managing the
financial assets and the characteristics of the contractual cash flows.
The Group derecognises a financial asset when the contractual cash flows from the asset expires, or it
transfers the rights to receive the contractual cash flows such that substantially all the risks and rewards of
ownership of the financial asset are transferred.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
The Group has the following financial assets:
Financial assets at fair value
Financial assets at fair value are non-derivative financial assets.
Financial assets at fair value are measured initially at fair value which includes transaction costs directly
attributable to the acquisition of the financial asset. They are measured subsequently at fair value with
movements in fair value being recognised in the profit or loss, unless:
• The financial asset is an equity investment, and
• The Group has made an irrevocable election to present gains and losses on the financial asset in other
comprehensive income. This election has been made on an individual equity basis.
Where the Group is unable to determine a fair value, the assets are held at cost.
Dividends from equity investments are included in the profit or loss regardless of whether the election has
been made to recognise movements in fair value in other comprehensive income.
Profit or loss arising on the sale of equity investments is recognised in the profit or loss unless the election has
been made to recognise fair value movements in other comprehensive income.
Impairment
Impairment losses on financial assets at fair value are recognised in profit or loss, unless the election has
been made to recognise movements in fair value in other comprehensive income, in which case impairment
losses are recognised in other comprehensive income.
(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 statement of financial position 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.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
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Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
Aspermont Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated
group under the Tax Consolidation System. Aspermont Limited is responsible for recognising the current and
deferred tax assets and liabilities for the tax consolidated group. The Group notified the ATO in April 2004
that it had formed an income tax consolidated group to apply from July 2002.
Tax consolidation
Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. As a consequence, as
the head entity in the tax consolidated group, Aspermont will recognise current and deferred tax amounts
relating to transactions, events and balances of the wholly owned Australian controlled entities in 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 standalone 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 6.
(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 statement of
comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge, in
which case they are included in other comprehensive income.
Exchange differences arising on the translation of non-monetary items are recognised directly in
comprehensive income to the extent that the gain or loss is directly recognised in comprehensive income,
otherwise the exchange difference is recognised in the statement of comprehensive income.
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 statement of financial position. These differences are recognised in the
statement of comprehensive income in the period in which the operation is disposed.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(h)
Investment in associates
Associates are all entities over which the Group has significant influence but not control or joint control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in
associates are accounted for in the parent entity financial statements using the cost method and in the
consolidated financial statements using the equity method of accounting, after initially being recognised
at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss)
identified on acquisition (refer to note 9).
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the statement of
comprehensive income, and its share of post-acquisition movements in reserves is recognised in other
comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount
of the investment. Dividends receivable reduce the carrying amount of the investment.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any
other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associates have been changed
where necessary to ensure consistency with the policies adopted by the Group.
(i)
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.
IT development and software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses
that will contribute to future period financial benefits through revenue generation and/or cost reduction are
capitalised to software and systems. Costs capitalised include direct payroll and payroll-related costs of
employees’ time spent on the project. Amortisation is calculated on a diminishing value basis over periods
generally ranging from 3 to 5 years.
IT development costs include only those costs directly attributable to the development phase and are only
recognised following completion of technical feasibility and where the Group has an intention and ability to
use the asset.
(j)
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.
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(k) 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.
(l)
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 statement of comprehensive income.
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.
(m) 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.
(n) 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 statements have been rounded off to the nearest $1,000.
(o) 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. Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period
of time that is required to complete and prepare the asset for intended use or sale. 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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(p) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised
as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables
in the statement of financial position are shown inclusive of GST.
(q) 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.
(r) 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).
(s) 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. No impairment has been recognised for the year ended 30 June 2010.
Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.
Key assumptions used for value-in-use calculations are disclosed in note 11(b).
(t) Business combinations
The acquisition 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. The consideration transferred for the acquisition of a subsidiary comprises the
fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The
consideration transferred also includes the fair value of any contingent consideration arrangement and the fair
value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are,
with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at
the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s
share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has
been reviewed, the difference is recognised directly in the statement of comprehensive income as a bargain
purchase.
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Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
(u) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company, excluding any costs of servicing equity other than
ordinary shares
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus entitlements in ordinary shares issued during the year and excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares, and
• the weighted average number of additional ordinary shares that would have been outstanding assuming
the conversion of all dilutive potential ordinary shares.
(v) Trade receivables
Trade receivables are recognised at fair value and are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable
are written off by reducing the carrying amount directly. An allowance account (provision for impairment
of trade receivables) is used when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable is impaired. The amount of the impairment
allowance is the asset’s carrying amount.
The amount of impairment loss is recognised in profit or loss within other expenses. When a trade receivable
for which an impairment allowance had been recognised becomes uncollectable in a subsequent period, it
is written off against the allowance account. Subsequent recoveries of amounts previously written off are
credited against other expenses in profit or loss.
(w) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(x) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a business are not included in the cost
of the acquisition as part of the purchase consideration.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(y) Accounting standards issued not yet effective
The following standards and interpretations, which may impact the Group in the period of initial application,
have been issued but are not yet effective:
Reference
Title
Summary
AASB 2009-5
Further Amendments to
Australian Accounting
Standards arising from the
Annual Improvements Project
Amends a number of standards
as a result of the annual
improvements project
AASB 124
Related Party Disclosures
2009-12
Amendments to Australian
Accounting Standards
Amendments to Australian
Accounting Standards
arising from the Annual
Improvements Project
2010-3
2010-4
Revised standard. The definition
of a related party is simplified to
clarify its intended meaning and
eliminate inconsistencies from the
application of the definition
Amends AASB 8 Operating
Segments as a result of the
revised AASB 124. Amends
a number of standards and
interpretations as a result of the
annual improvements project
Amends AASB 3, AASB 7, AASB
121, AASB 128, AASB 131,
AASB 132 and AASB 139 as a
result of the annual improvements
project
Application date
(financial years
beginning)
1 January 2010
1 January 2011
1 January 2011
1 January 2010
Further Amendments to
Australian Accounting
Standards arising from the
Annual Improvements Project
Further amends AASB 1, AASB 7,
AASB 101, and AASB 134 and
interpretation 13 as a result of the
annual improvements project
1 January 2010
The expected impact on the consolidated entity of the above standards and interpretations is currently being
assessed by management. A final assessment has not been made on the expected impact of these standards
and interpretations. However, it is expected that there will not be any significant changes to the accounting
policies of the consolidated entity.
(z) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Chief Executive Officer who
makes strategic decisions.
Change in accounting policy
The Group has adopted AASB 8 Operating Segments from 1 July 2009. AASB 8 replaces AASB 114
Segment Reporting. The new standard requires a ‘management approach’, under which segment information
is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase
in the number of reportable segments presented. In addition, the segments are reported in a manner that
is consistent with the internal reporting provided to the chief operating decision maker. There has been no
impact on the measurement of the Company’s assets and liabilities as a result. Comparatives for 2009 have
been restated.
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3. Parent entity information
The following details relate to the parent entity, Aspermont Limited, at 30 June 2010. The information
presented here has been prepared using consistent accounting policies as presented in note 2.
Current assets
Non-current assets
2010
$000
5,763
31,517
2009
$000
3,418
37,400
total assets
37,280
40,818
Current liabilities
Non-current liabilities
5,899
12,579
5,210
18,920
total liabilities
18,478
24,130
Contributed equity
Retained earnings/ (accumulated losses)
Option reserve
Other reserves
total equity
49,125
(29,240)
135
(1,218)
46,285
(30,261)
135
529
18,802
16,688
Profit/ (loss) for the year
Other comprehensive income/ (loss) for the year
461
(1,187)
(1,873)
(4)
total comprehensive income/ (loss) for the year
(726)
(1,877)
All of the companies of the Group including the parent are a party to the ANZ loan described in note 20.
As detailed in note 24, there is a subsequent event and contingent liability in respect of compensation to
related parties.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
4. Revenue
Consolidated
Continuing operations:
Sales revenue – subscriptions & advertising
Conferencing revenue
Other income:
Government grants *
Interest
Corporate advisory
Gain on sale of shares
Net gain in fair value of financial assets at fair value
through profit or loss
Profit/ (loss) on sale of associate
Other income
2010
$000
15,571
5,334
20,905
–
36
196
1,309
592
(236)
165
2,062
2009
$000
17,375
5,677
23,052
69
29
243
526
425
–
385
1,677
* Government grants
Export market development grants of $68,679 were recognised as other income during the 2009 financial
year. There were no unfilled conditions or other contingencies attaching to these grants. The Group did not
benefit directly from any other forms of government assistance.
22,967
24,729
5. expenses
Profit/ (loss) before income tax includes the following specific expenses:
Consolidated
(a) Expenses:
Cost of sales
Bad debts written off
Legal costs
Interest expenses
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
Movement in provisions for employee entitlements
Superannuation
(b) Remuneration of auditors of the
parent entity for:
Auditing or reviewing the accounts – MSI Marsdens
Auditing or reviewing the accounts – BDO Audit
(WA) Pty Ltd
Other services – technical consultation – BDO Audit
(WA) Pty Ltd
2010
$000
8,122
77
64
1,038
687
–
475
241
786
(33)
634
43
58
4
2009
$000
10,503
314
75
1,208
334
216
945
174
645
105
718
52
–
–
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6. 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/ (loss) before tax is
reconciled to the income tax as follows:
Profit/ (loss) from operations
Income tax expense calculated at 30%
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
Income tax expense/ (benefit) attributable to profit
from ordinary activities
effective tax rate
income tax payable
Opening balance
Charged to income
Currency movements
(b) Deferred tax
Deferred income tax at 30 June relates
to the following:
liabilities
Revaluation adjustments taken directly to equity
Fair value gain adjustments
Share revaluation adjustments taken in relation to
business combinations
Total
assets
Provisions
Future benefit of carried forward losses
Other
Consolidated
2009
$000
434
(542)
50
(58)
(542)
(163)
28
126
50
(26)
(21)
(52)
(58)
2010
$000
310
286
62
658
1,734
520
182
–
62
(16)
(90)
–
658
38%
11%
411
(101)
(12)
298
(493)
1,712
3,822
5,041
190
569
34
793
–
434
(23)
411
–
1,578
3,822
5,400
238
635
32
905
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For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Consolidated
2010
$000
2009
$000
(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 2009
Net revaluations during the current period
At 30 June 2010
Fair value gain adjustments
At 1 July 2009
Net revaluations during the current period
At 30 June 2010
Unearned revenue
At 1 July 2009
Net change during the current period
At 30 June 2010
Other
At 1 July 2009
Net change during the current period
At 30 June 2010
Total deferred tax liabilities
the movement in deferred tax assets for each
temporary difference during the year is as follows:
Provisions
At 1 July 2009
Net changes during the current period
At 30 June 2010
Recognition of carried forward losses
At 1 July 2009
Net changes during the current period
At 30 June 2010
Other
At 1 July 2009
Net revaluations during the current period
At 30 June 2010
Total deferred tax assets
(d) Amounts recognised directly in equity
Aggregate current and deferred tax arising in the
reporting period and not recognised in the statement
of comprehensive income but directly debited or
credited to equity:
Net deferred tax – debited/ (credited) directly to equity
(e) Tax expense/ (income) relating to items of
other comprehensive income
Financial assets reserve
–
(493)
(493)
1,578
134
1,712
–
–
–
3,822
–
3,822
5,041
238
(48)
190
635
(66)
569
32
2
34
793
493
493
194
(194)
–
539
1,039
1,578
450
(450)
–
4,255
(433)
3,822
5,400
125
113
238
–
635
635
36
(4)
32
905
–
–
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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 and prior 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.
7. Receivables
current
Trade receivables
Allowance for impairment
Other receivables
Non-current
Loans to associates
Amounts receivable from director related entities
(see note 19)
Consolidated
2010
$000
2,320
(329)
1,075
3,066
–
–
–
2009
$000
2,234
(428)
91
1,897
12
1,016
1,028
Information about the Group’s exposure to interest rate risk and credit risk is provided in note 20.
(a)
Impaired trade receivables
As at 30 June 2010 current trade receivables of the Group with a nominal value of $329,010
(2009 – $428,000) were impaired. The amount of the allowance was $329,010 (2009 – $428,000).
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
2010
$000
57
272
329
2009
$000
19
409
428
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For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Movements in the allowance for the impairment of receivables are as follows:
Consolidated
At 1 July
Allowance for impairment
Foreign exchange movement
Receivables written off
2010
$000
428
74
(59)
(114)
329
2009
$000
22
567
–
(161)
428
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 2010, trade receivables of $998,492 (2009: $857,496) were past due but not impaired.
The ageing analysis of these trade debtors is as follows:
Consolidated
1 to 3 months
Over 3 months
2010
$000
819
179
998
2009
$000
765
93
858
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.
Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to trade and
other receivables is provided in note 20.
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair
value. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
class of receivable mentioned above.
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8. other financial assets
Consolidated
current
Financial assets at fair value through profit or loss (i)
Other
Non-current
Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income (ii)
Financial assets at cost through other
comprehensive income (iii)
Other
2010
$000
3,877
10
3,887
–
2,057
675
25
2,757
2009
$000
2,045
–
2,045
1,530
4,066
1,162
–
6,758
(i) Fair value measurements were obtained using quoted prices (unadjusted) in active markets for
identical assets. (Level 1)
(ii) Fair value measurements were obtained using inputs other than quoted prices that are observable for
the asset either directly (as prices) or indirectly (derived from prices). (Level 2)
(iii) Measurements are based on the purchase cost of the investment and therefore not on observable
market data. (Level 3)
The change in value for the Level 3 investments from 1 July 2009 to 30 June 2010 was due to a reduction
in the fair value of Magyar Mining, with the amount being $231,409.
Gains or losses on unlisted investments, wherein an irrevocable election has been made to recognise fair
value changes in other comprehensive income, are recognised as a separate component of equity. Other gains
or losses have been included in the profit or loss.
Information about the Group’s exposure to price risk is provided in note 20.
Equity instruments measured at fair value through other comprehensive income
These investments have been classified as fair value through other comprehensive income because they are
investments that the Group intends to hold for the longer term.
Equity investments held at year-end:
Fair Value
Water Resources Group Ltd
Advent Energy Ltd
cost
Magyar Mining Ltd
Private Media Group Pty Ltd
EnviroEnergy Resources Ltd
Consolidated
2010
$000
1,957
100
2,057
323
100
252
675
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
9.
investments accounted for using the equity method
(a) Movements in carrying amounts
Consolidated
Carrying amount at the beginning of the financial year
Acquisition of associates during the year
Sale of associates during the year
Dividends received
Share of profits after income tax
Carrying amount at the end of the financial year
2010
$000
2,526
1,473
(2,482)
(40)
306
1,783
2009
$000
2,456
–
–
–
70
2,526
(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:
2010
Ownership
Interest
WME Media Pty Ltd
Kondinin Information
Services Pty Ltd
Tonkin Corporation *
30%
30%
49%
2009
Ownership
Interest
WME Media Pty Ltd
Tonkin Corporation
30%
49%
Assets
$000
488
1,799
Liabilities
Revenues Profit/ (Loss)
$000
$000
$000
116
388
372
680
–
–
2,769
28
(63)
341
2,287
504
3,821
306
Assets
$000
420
2,804
Liabilities
Revenues Profit/ (Loss)
$000
$000
$000
76
622
348
2,539
(10)
80
3,224
698
2,887
70
All of the above associates are incorporated in Australia.
* Tonkin Corporation purchased Aspermont’s 49% share in May 2010.
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10. Plant and equipment
Consolidated
Plant and equipment – at cost
Accumulated depreciation
Equipment under finance lease – at cost
Accumulated depreciation
Software
Accumulated amortisation
2010
$000
1,388
(1,149)
239
237
(138)
99
–
–
–
2009
$000
1,403
(1,082)
321
237
(106)
131
1,875
(964)
911
Total plant and equipment
338
1,363
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(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.
Consolidated
Gross carrying amount
Plant and
equipment
Leased plant
& equipment
$000
$000
Software
$000
Balance at 1 July 2008
1,388
237
Additions
Currency movements
Disposals
86
(9)
(62)
–
–
–
892
991
(8)
–
Balance at 1 July 2009
1,403
237
1,875
Total
$000
2,517
1,077
(17)
(62)
3,515
24
(39)
Additions
Currency movements
Reclassified
24
(39)
–
–
–
–
–
–
(1,875)
(1,875)
Balance at 30 June 2010
1,388
237
–
1,625
accumulated depreciation
Balance at 1 July 2008
Disposals
Depreciation expense
Currency movements
Balance at 1 July 2009
Depreciation expense
Currency movements
Reclassified
(968)
62
(187)
11
(1,082)
(106)
39
–
(41)
–
(65)
–
(106)
(32)
–
–
(283)
–
(693)
12
(964)
–
–
964
(1,292)
62
(945)
23
(2,152)
(138)
39
964
Balance at 30 June 2010
(1,149)
(138)
(0)
(1,287)
Net book value
As at 30 June 2009
As at 30 June 2010
321
239
131
99
911
1,363
(0)
338
(b) Leased plant and equipment
The parent entity leases assets under a number of finance lease agreements. At 30 June 2010, the net
carrying amount of leased plant and equipment was $98,861 (2009: $130,953). The leased equipment
secures lease obligations.
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11. intangible assets
Goodwill on acquisition
Software
Purchased mastheads
Other
Consolidated
2009
$000
16,262
–
12,284
2,781
31,327
2010
$000
16,262
1,053
12,284
2,781
32,380
(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.
2010
Australia
$000
2010
UK
$000
Total
$000
2009
Australia
$000
2009
UK
$000
Total
$000
Goodwill
Conferencing
Publishing
(print & online)
software *
Cost
Accumulated
amortisation
other intangible
assets
Mastheads
(print & online)
Other
(conferencing)
total intangible
assets
144
–
144
144
–
144
13,057
3,061
16,118
13,057
3,061
16,118
13,201
3,061
16,262
13,201
3,061
16,262
2,320
(1,267)
1,053
–
–
–
2,320
(1,267)
1,053
–
–
–
–
–
–
–
–
–
2,324
9,960
12,284
2,324
9,960
12,284
–
2,781
2,781
–
2,781
2,781
2,324
12,741
15,065
2,324
12,741
15,065
16,578
15,802
32,380
15,525
15,802
31,327
* Internally developed software has been reclassified in the current year from property, plant and equipment.
Cost includes current year additions of $506,188 and current year amortisation is $337,009.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(b) Key assumptions used for value-in-use calculations
2010
2009
Growth rate * Discount rate
Growth rate * Discount rate
Conferencing
Publishing (print & online)
– UK
Publishing (print & online)
– Australia
10%
10%
10%
10%
10%
11%
2%
2%
2%
10%
10%
8%
* The average growth rate used to extrapolate revenue cash flows. The average growth rate for expenses
was 3%.
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
Based on cash flows and impairment testing, no impairment adjustments were required for 30 June 2010
(2009 $215,971).
12. trade and other payables
Consolidated
Current
Unsecured liabilities
Trade payables
Sundry creditors and accrued expenses
Dividend payable
Annual leave payable
Loans from related parties (see note 19)
2010
$000
865
2,546
–
366
241
4,018
2009
$000
1,200
3,614
–
390
782
5,986
Information about the Groups’ exposure to risk is provided in note 20.
Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value.
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13. income in advance
Opening balance
Movement during the year
Consolidated
2010
$000
2,188
635
2009
$000
2,390
(202)
2,823
2,188
Income in advance relates to subscription, advertising and event revenue received prior to services rendered.
14. Borrowings
Current
Finance lease liability
Secured loans from external parties
Non-Current
Unsecured liabilities
Unsecured loan notes
Loans from related parties (see note 19)
secured liabilities
Finance lease liability
Secured loans from external parties
Consolidated
2009
$000
30
–
30
822
3,085
279
11,000
15,186
2010
$000
25
2,100
2,125
–
3,155
233
5,400
8,788
a) The carrying amount of the Group’s current and non-current borrowings approximates 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% to 9.25%. Repayment of these loans is
subject to limitations and subordinated to the ANZ facility debt.
d) The external party loan is secured by registered company charges and fixed and floating charges over the
assets of the consolidated entity. The terms of the current facility expire on 31 December 2011 with the
principal to be fully repaid by this time. At the date of this report the Company was compliant with its
banking and loan facility covenants.
e) Information about the Groups’ exposure to interest rate risk is provided in note 20.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
15. Provisions
Non-current
Long service leave entitlements
16. issued capital
Consolidated
Consolidated
2010
$000
159
2010
$000
2009
$000
144
2009
$000
236,710,493 fully paid ordinary shares
(2009: 217,358,509)
49,125
46,285
(a) Ordinary shares
At the beginning of the reporting period
46,285
46,285
Shares issued during the year:
19,351,984 fully paid ordinary shares issued as
part of the rights issue and private placement
Transaction costs
At reporting date
2,903
(63)
–
–
49,125
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 shareholders’ meetings each ordinary share is entitled to one vote when a poll
is called, otherwise each shareholder has one vote on a show of hands.
(b) Options
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.
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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
exercise
Price
Vested and
exercisable
at end of the
year
Number
Grant Date expiry Date
consolidated and
parent entity – 2010
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
11,400,000
–
–
–
–
–
–
–
–
–
–
–
9,000,000
–
–
–
1,000,000
1,000,000
750,000
150,000
500,000
–
–
–
–
–
–
– 10,400,000
1,000,000
1,000,000
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
exercise
Price
Vested and
exercisable
at end of the
year
Number
Grant Date expiry Date
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
The options lapsed during 2009 were cancelled due to non-market vesting conditions not being met.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(c) Reserves
The nature and purpose of the reserves are as follows:
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 translation
reserve, as described in note 2. The reserve is recognised in profit or loss when the net investment is
disposed of.
Financial assets reserve
The financial assets reserve recognises the gains and losses in fair value for those financial assets not held
for trading and wherein an irrevocable election has been made to recognise fair value changes in other
comprehensive income.
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.
(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.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt (borrowings
and trade and other payables less cash and cash equivalents) divided by total capital.
The gearing ratios at 30 June 2010 and 2009 were as follows:
Consolidated
2010
$000
14,931
(774)
14,157
22,526
2009
$000
21,202
(797)
20,405
19,301
36,683
39,706
39%
51%
Total borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
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17. Particulars in relation to controlled entities
Name of entity
Parent entity:
Aspermont Limited
controlled entities:
International Laser Finance Pty Ltd *
Financial & Intellectual Capital Ltd *
Aspermont Investments Pty Ltd *
International Intellectual Capital Ltd *
Long Term Intellectual Capital Pty Ltd *
N & K Technology Investments Pty Ltd *
Regal Focus Pty Ltd *
Resourceful Events Pty Ltd
Corporate Intelligence & Communications Pty Ltd
Aspermont UK Limited
The Mining Journal Limited *
Mining Journal Books Limited *
Place of
Incorp.
Class of
Share
Economic Entity
Interest
2010
%
2009
%
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
100
100
100
100
100
* The investments in these non-trading subsidiary companies have been provided for in full and are written
down to nil.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
18. cash flow information
(a) Reconciliation of cash and cash
equivalents
Cash at the end of the financial year as shown in the
Statement of Cash Flows is reconciled to items in the
Statement of Financial Position as follows:
Cash at bank and on deposit
(b) Reconciliation of operating profit/ (loss)
after tax to net cash provided by operating
activities
Consolidated
2010
$000
2009
$000
774
774
797
797
Profit/ (loss) after income tax
1,076
(484)
Non-cash flows in profit/ (loss)
Profit on sale of non-current assets
Depreciation
Write-downs to recoverable amount
Share of profit of associates
Shares consideration received
Exchange rate movements
Unrealised gains on investments
change in assets and liabilities:
(Increase) decrease in accounts receivable
(Increase) decrease in prepayments
(Decrease) increase in creditors & accruals
(Decrease) increase in unearned revenue
Increase (decrease) in provisions current
Increase (decrease) in provisions non-current
Increase (decrease) in income taxes payable
Increase (decrease) in deferred taxes payable
Increase (decrease) in short-term borrowings
Increase (decrease) in long-term borrowings
Net cash provided/ (used in) operating activities
(1,072)
475
–
(306)
(48)
(26)
(592)
(472)
(70)
(355)
311
(24)
14
44
208
(6)
(23)
(866)
(312)
945
216
(70)
–
(86)
(654)
1,808
124
318
(657)
75
44
459
(543)
(21)
(31)
1,131
Non-cash financing for the year included $520,000 of investment securities provided to directors to offset
loans outstanding to the Group – as described in note 19.
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19. Key management personnel and related parties 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
Mr. C. O’Brien
Mr. D. Nizol
Mr. C. Nader
executives
Mr. J. Detwiler
Mr. C. Bond
Mr. M. Davies
Chairman and Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer (Group) and Executive Director
Chief Executive Officer (UK) and Executive Director
Non-Executive Director
Chief Financial Officer & Company Secretary
Chief Operating Officer
Group Strategy and Consulting
(b) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Consolidated
2010
$000
1,523
99
1,622
2009
$000
1,156
142
1,298
Detailed remuneration disclosures are provided in the audited remuneration report on pages 20-25 of the
Directors’ Report.
(c) Options and rights holdings held by directors and executives
The numbers 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:
2010
Directors
Mr. A.L. Kent and
beneficial interests
Mr. C.J. O’Brien
executives
Mr. H. Thong
2009
Directors
Mr. A.L. Kent and
beneficial interests
executives
Mr. C. O’Brien
Mr. H. Thong
Balance
1/07/2009
Received as
Remuneration
exercised
expired
Balance
30/06/2010
9,000,000
1,000,000
500,000
–
–
–
–
–
–
(9,000,000)
–
–
1,000,000
(500,000)
–
Balance
1/07/2008
Received as
Remuneration
exercised
expired
9,000,000
1,000,000
500,000
–
–
–
–
–
–
Balance
30/06/2009
9,000,000
1,000,000
500,000
–
–
–
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 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.
2010
Directors
Mr. A.L. Kent and beneficial interests
Mr. J. Stark and beneficial interests
Mr. L.G. Cross and beneficial interests
Mr. C. O’Brien and beneficial interests
Mr. D. Nizol and beneficial interests
executives
Mr. C. Bond and beneficial interests
Mr. M. Davies and beneficial interests
2009
Directors
Mr. A.L. Kent and beneficial interests
Mr. J. Stark and beneficial interests
Mr. L.G. Cross and beneficial interests
executives
Mr. C. O’Brien and beneficial interests
Mr. C. Bond and beneficial interests
Mr. M. Davies and beneficial interests
Mr. D. Nizol and beneficial interests
Mr. H. Thong and beneficial interests
Balance
1/07/2009
Net change
purchased or (sold)
Balance
30/06/2010
110,100,000
23,169,943
1,600,000
1,500,000
1,600,567
6,825,000
1,525,057
100,000
75,417
100,036
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
500,000
21,275
–
1,330
500,000
22,605
Balance
1/07/2008
Net Change
purchased or (sold)
Balance
30/06/2009
110,200,000
23,051,593
1,600,000
(100,000)
118,350
–
110,100,000
23,169,943
1,600,000
1,500,000
500,000
21,275
1,600,567
48,476
–
–
–
–
–
1,500,000
500,000
21,275
1,600,567
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.
(f)
Loans from director related entities
Loans from related parties are set out below. These are unsecured at interest of 8.05% to 9.25%.
Repayment of related party loans is subject to repayment conditions and precedent by the ANZ.
Consolidated
Beginning of year
Loans received
Loan repayments
Interest charged
End of year
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2010
$000
(2,851)
(759)
572
(358)
(3,396)
2009
$000
(2,394)
(211)
–
(246)
(2,851)
For personal use only
(g) 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.
Consolidated
2010
$000
2009
$000
15
436
2
408
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 terms of the lease are within normal commercial rates and were
determined by independent valuers and approved by the independent directors.
(h) Events subsequent to balance date – contingent liability
In September 2010 the Board of Directors of Aspermont Limited formed an independent committee to
address a request for compensation that came from two members of the Board, Mr. Andrew Kent and
Mr. John Stark. See note 24 for a summary of this matter.
20. Financial risk management
In the normal course of its operations, the consolidated entity is exposed to a variety of financial risks,
including market risk, credit risk and liquidity risk.
The consolidated entity’s overall risk management focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the business. The consolidated
entity does not use derivative financial instruments such as foreign exchange contracts to hedge certain risk
exposures. The consolidated entity uses different methods to measure different types of risk to which it is
exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other
price risks and ageing analysis for credit risk.
Risk management is carried out by the management team within the parameters thought prudent by the Audit
& Risk Committee of the Board.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(a) Market risk
(i) Foreign exchange risk
The consolidated entity operates internationally and is exposed to foreign exchange risk arising from various
currency exposures, primarily with respect to the United Kingdom pound and to a lesser extent the US dollar
and the euro.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are
denominated in a currency that is not the consolidated entity’s functional currency. The risk is measured using
sensitivity analysis and cash flow forecasting.
The consolidated entity has approximately half of its revenues and business activities in United Kingdom
pound functional currency entities. The remaining half is in Australian dollar functional currencies. Both the
United Kingdom and Australian operations have small amounts of US dollar and euro revenue and expense
transactions in their operations. The United Kingdom pound results are then translated into the Australian
dollar for consolidated reporting in Australian dollars.
Management has instituted a policy requiring group companies to manage their foreign exchange risk against
their functional currency. The Group companies are required to bring significant foreign currency transactions
to the attention of the central finance function for evaluation, if they occur.
At 30 June 2010, had the Australian dollar weakened/strengthened by 10% against the United Kingdom
pound with all other variables held constant, post-tax profit for the year would have been $73,000 higher/
lower, mainly as a result of the change in value of the net income earned by entities in the Group with the
United Kingdom pound as their functional currency.
Equity would have been $278,000 higher/lower had the Australian dollar weakened/ strengthened by 10%
against the United Kingdom pound arising mainly as a result of the change in value of the net equity of
entities in the Group with the United Kingdom pound as their functional currency.
The consolidated entity has revenues and resulting trade and other receivables in non-functional currencies as
follows:
Financial assets
Trade and other receivables
USD
2010
$000
217
217
EUR
2010
$000
92
92
USD
2009
$000
283
283
EUR
2009
$000
119
119
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 $92,000 lower/higher
(2009: $146,000 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 $39,000 lower/higher (2009: $62,000
lower/higher).
(ii) Equity price risk
The consolidated entity is exposed to equity securities price risk arising from investments classified on the
statement of financial position as financial assets measured at fair value. Investments in equity securities are
approved by the Board on a case-by-case basis.
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The table below illustrates the potential financial impact of changes in equity securities price for the parent
entity’s major holdings. Changes in market valuation from balance sheet date to balance sheet date are
reflected in other income in the statement of comprehensive income for the year.
Major Listed Equities
Valuation at
30 June 2010
2010
$000
Valuation at
12 month low
2010
$000
Valuation at
12 month high
2010
$000
Excalibur Mining Limited (ASX: EXM)
New Guinea Energy Limited (ASX: NGE)
140
3,520
3,660
105
1,498
1,603
770
5,054
5,824
(iii) Cash flow and interest rate risk
The consolidated entity’s main interest rate risk arises from short and long-term borrowings.
Borrowings at variable rates expose the consolidated entity to cash flow interest rate risk and borrowings at
fixed interest rates expose the consolidated entity to fair value interest rate risk.
The consolidated entity’s secured bank borrowings are in Australian dollars at variable interest rates tied to the
BBSY. The consolidated entity’s finance lease liabilities and loans from related parties are at fixed interest rates.
The consolidated entity analyses its interest rate exposure on a dynamic basis. Various interest rate shifts
are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and
potential hedging. Based on these interest rate shifts, the consolidated entity calculates the impact on profit
or loss.
The following table summarises the variables underlying the sensitivity of the consolidated entity’s financial
assets and liabilities to interest rate risk:
Consolidated entity
Financial assets
Cash and cash equivalents
Financial liabilities
Bank loan
Other borrowings
Weighted
average
interest rate
2010
%
Balance
2010
$000
Weighted
average
interest rate
2009
%
Balance
2009
$000
1.31%
774
2.65%
797
7.96%
8.59%
7,500
3,448
7.96%
8.59%
11,000
3,085
The consolidated entity has and intends to continue to reduce its borrowings, so cash balances are not
accumulated and there is little sensitivity to cash deposit rates. If interest rates increase/decrease by 1%, with
all other variables remaining constant, the consolidated entity’s profit after tax would have been $65,000
lower/higher (2009: $77,000 lower/higher) as the result of interest expense on the Group’s bank borrowings.
(b) Credit risk
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 co-operatively by the
finance function and operations for customers, including receivables and committed transactions and at
the consolidated entity level for credit risk arising from cash and cash equivalents, deposits with banks
and financial institutions. 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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
(c) Liquidity and capital risk
The consolidated entity’s total capital is defined as the shareholders’ net equity plus net borrowings, and
amounted to $33 million at 30 June 2010 (30 June 2009: $34 million). The objectives when managing the
economic entity’s capital is to safeguard the business as a going concern, to maximise returns to shareholders
and to maintain an optimal capital structure in order to reduce the cost of capital.
The consolidated entity does not have a target debt/equity ratio, but has a policy of maintaining a flexible
financing structure so as to be able to take advantage of investment opportunities when they arise.
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 that the consolidated entity has the ability to access
required funding. The consolidated entity maintains backup liquidity for its operations and currently maturing
debts through its financial asset portfolio.
The consolidated entity must maintain two covenants relating to the bank variable rate commercial bill
facility, for which a compliance certificate must be produced attesting to monthly minimum revenue and
earnings before interest, taxes, depreciation and amortisation (EBITDA) amounts.
The tables below analyse the consolidated entity’s financial liabilities into maturity groupings based on the
remaining period from the balance date to the contractual maturity date. As amounts disclosed in the table
are the contractual undiscounted cash flows including future interest payments, these balances will not
necessarily agree with the amounts disclosed on the statement of financial position.
Consolidated entity as at 30 June 2010
Less than
6 months
6 to 12
months
Between
1 and 2
years
Between
2 and 5
years
Total
Contractual
Cash Flows
Carrying
Amount
$000
$000
$000
$000
$000
$000
Non-derivatives
Trade and other
payables
Borrowings
2,838
2,062
607
-
-
3,445
3,445
1,099
6,100
3,455
12,716
10,912
4,900
1,706
6,100
3,455
16,161
14,357
Consolidated entity as at 30 June 2009
Less than
6 months
6 to 12
months
Between
1 and 2
years
Between
2 and 5
years
Total
Contractual
Cash Flows
Carrying
Amount
$000
$000
$000
$000
$000
$000
Non-derivatives
Trade and other
payables
Borrowings
4,814
1,172
-
-
5,986
5,986
15
15
6,186
9,000
15,216
15,216
4,829
1,187
6,186
9,000
21,202
21,202
Interest payments are included in the borrowing amounts above and are projected using interest rates
applicable at 30 June 2010 and 2009. As the bank borrowings are subject to variable interest rates, future
interest payments are subject to change in line with market changes.
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(d) Financial assets and liabilities by category
The financial instruments consist mainly of deposits with banks, accounts receivable and payable, bank
loans, related party loans and leases. Investments accounted for using the equity method are excluded from
the information provided below:
Consolidated
Financial assets
Cash and cash equivalents
Trade and other receivables
Listed securities
Unlisted securities
Other
Financial liabilities
Trade and other payables
Borrowings
2010
$000
774
3,066
3,877
2,732
35
2009
$000
797
2,925
3,575
5,228
–
10,484
12,525
3,445
10,912
5,986
15,216
14,357
21,202
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.
(e) Reclassification of financial assets at the date of initial application of AASB 9
The following table shows the classification and carrying amount of the Group’s financial assets on 1 July
2009 (the date the Group first applied AASB 9) as they were previously classified under AASB 139 and as
they now appear on initial application of AASB 9.
Note
aasB 139
aasB 9
original carrying
amount under
aasB 139
New carrying
amount under
aasB 9
Financial assets
classified as held for
trading
Equity securities
presenting gains
or losses in other
comprehensive income
i
ii
Fair value through
profit or loss
Fair value through
profit or loss
3,575
3,575
Fair value through
profit or loss
Fair value
through other
comprehensive
income
5,228
5,228
(i) These equity instruments are classified as fair value through profit or loss. The Group believes that this
best reflects its intentions with regards to these investments.
(ii) These equity investments represent investment holdings that the Group intends to hold for the longer
term. Accordingly, the Group has determined that it is appropriate to use the election in AASB 9 to
recognise these instruments at fair value through other comprehensive income.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
21. segment information
The economic entity primarily operates in the media publishing industry as well as in conferencing and
investments, within Australia and in the United Kingdom.
segment Reporting
Print
online
conferencing
investments
2010
Revenue
Sales
AUS
UK
AUS
UK
AUS
UK
AUS
Total
$’000 $’000 $’000 $’000 $’000 $’000
$’000
$’000
5,963
6,050
3,304
254
1,368
3,966
–
20,905
Other revenue
34
–
46
–
2
–
total segment revenue
5,997
6,050
3,350
254
1,370
3,966
1,860
1,860
1,942
22,847
Result
Segment result
853
2,640
225
(145)
181
1,461
1,860
7,075
assets and liabilities
segment assets
22,735
3,576
3,041
(197)
6,471
1,979
6,608
44,213
Corporate assets
total assets
1,565
45,778
segment liabilities
4,413
1,603
2,445
67
581
1,051
551
10,711
Corporate liabilities
total liabilities
other segment
information
Investment in
associates (note 9)
1,784
Share of net profits of
associates (note 9)
(35)
–
–
Acquisitions property,
plant & equipment
–
11
–
–
–
–
–
–
–
341
5
Depreciation and
amortisation expense
62
12
261
112
20
12,541
23,252
1,784
306
23
475
–
–
–
–
–
–
7
8
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segment Reporting
Print
online
conferencing
investments
2009
Revenue
Sales
AUS
UK
AUS
UK
AUS
UK
AUS
Total
$’000 $’000 $’000 $’000 $’000 $’000
$’000
$’000
6,979
6,946
3,249
201
1,419
4,258
–
23,052
Other revenue
33
–
110
–
5
–
total segment revenue
7,012
6,946
3,359
201
1,424
4,258
966
966
1,114
24,166
Result
Segment result
572
2,634
(1,346)
(177)
(60)
1,749
966
4,338
assets and liabilities
segment assets
22,115
3,219
3,184
(217)
8,514
2,246
7,883
46,944
Corporate assets
total assets
1,702
48,646
segment liabilities
6,034
1,669
2,809
48
517
1,045
823
12,945
Corporate liabilities
total liabilities
other segment
information
Investment in
associates (note 9)
Share of net profits of
associates (note 9)
344
(10)
–
–
–
–
Acquisitions property,
plant & equipment
622
100
289
Depreciation and
amortisation expense
503
125
234
–
2,182
–
3
4
80
–
–
–
–
63
78
16,400
29,345
2,526
70
1,077
945
–
–
–
–
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Reconciliation of reportable segment profit or loss:
Total profit for reportable segments
Other income
Overheads
Interest
2010
$000
7,075
120
(4,423)
(1,038)
2009
$000
4,338
563
(4,235)
(1,208)
Consolidated profit/ (loss) before income tax from
continuing operations
1,734
(542)
Description of segments:
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker has been identified as the Chief Executive
Officer who makes strategic decisions.
The 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, construction, 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 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.
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22. earnings/ (loss) per share (ePs)
(a) Basic earnings/ (loss) per share
(cents per share)
(b) Diluted earnings/ (loss) per share
(cents per share)
(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
(d) Weighted average number of shares used
as the denominator
Consolidated
2010
2009
0.46
(0.22)
0.46
n/a
1,076
(484)
1,076
(484)
Weighted average number of ordinary shares
outstanding during the year used in calculation of
basic EPS
233,281,096
217,358,509
Options
–
–
Weighted average number of ordinary shares
outstanding during the year used in calculation of
diluted EPS
233,281,096
217,358,509
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 16.
All options outstanding at 30 June 2010 and 30 June 2009 were anti-dilutive and therefore excluded from
the diluted earnings per share calculations.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2010 l Aspermont Limited ACN 000 375 048 & Controlled Entities
23. 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
The operating lease commitments relate to the following:
Consolidated
2010
$000
2009
$000
38
117
–
155
155
(23)
132
44
153
–
197
197
(35)
162
730
824
1,554
653
1,421
2,074
• A property lease at 613-619 Wellington Street, Perth, Western Australia which is 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 which is a non-cancellable
lease with a nine-year term that commenced in July 2004.
24. after balance date events
In September 2010 the Board of Directors of Aspermont Limited formed an independent committee to
address a request for compensation that came from two members of the Board, Mr. Andrew Kent and
Mr. John Stark.
The independent committee is reviewing and assessing transactions that occurred in 2006 with respect to
investments made by Aspermont in debt and equity instruments of Mining Communications Limited (MCL).
Aspermont made investments in MCL over a period of time beginning in January 2006 that led to the
complete acquisition of MCL in June 2008. Some of these investments were made with financial support
from Mr. Kent and Mr. Stark.
The maximum amount of the claims could be $1.1 million. This has not been brought to account in these
financial reports.
The Company makes no admission with respect to the claims. As noted, the independent committee is
considering the claims and how they may be resolved.
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Directors’ Declaration
The directors of the Company declare that:
1. The financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
a) comply with Accounting Standards and the Corporations Regulation 2001; and
b) give a true and fair view of the financial position as at 30 June 2010 and of the performance for the
year ended on that date of the consolidated 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. The consolidated entity has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
4. 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 30th day of September 2010
C. O’Brien
Director
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Tel: +8 6382 4600
Fax: +8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASPERMONT LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Aspermont Limited, which comprises
the statement of financial position as at 30 June 2010, and the statement of comprehensive
income, statement of changes in equity and statement of cash flows for the year ended on
that date, a summary of significant accounting policies, other explanatory notes and the
directors’ declaration of the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the
financial report in accordance with Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Act 2001. This responsibility includes
establishing and maintaining internal controls relevant to the preparation and fair
presentation of the financial report that is free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances. In Note 2, the directors also state, in
accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that
the financial statements comply with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. These Auditing
Standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance whether the
financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity’s preparation and fair presentation of the financial
report in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the
overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001. We confirm that the independence declaration required by the
Corporations Act 2001 would be in the same terms if it had been given to the directors at the
time that this auditor’s report was made.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
For personal use only Basis for Qualification
Included in Aspermont Ltd’s statement of financial position as at 30 June 2010 are investment
associates Kondinin Information Services Pty Ltd and WME Media Pty Ltd which are accounted
for under the equity method and are carried at $1,411,000 and $371,000, respectively.
Aspermont Ltd’s share of Kondinin Information Services Pty Ltd and WME Media Pty’s net
income/(loss) of ($63,000) and $28,000 respectively are included in Aspermont Ltd’s
statement of comprehensive income for the year then ended. We were unable to obtain
sufficient appropriate audit evidence to verify the accuracy of Aspermont Ltd’s share of
Kondinin Information Services Pty Ltd and WME Media Pty’s net income/(loss) for the year
because we were unable to gain access to the financial information, management and the
auditors of Kondinin Information Services Pty Ltd and WME Media Pty. Consequently, we were
unable to determine whether any adjustments to these amounts were necessary. Given this
limitation of scope we cannot, and do not express an opinion on results of the associates
included in the statement of comprehensive income for the year ended 30 June 2010, or any
consequential impact it may have on the carrying value of the investments.
Qualified Opinion
In our opinion, except for the possible effects of the limitation of scope described in the Basis
for Qualified Opinion paragraph, if any;
(a)
the financial report of Aspermont Limited is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30
June 2010 and of performance for the year ended on that date; and
complying with Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Regulations 2001; and
the financial report also complies with International Financial Reporting Standards as
disclosed in Note 2.
(ii)
(b)
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year
ended 30 June 2010. The directors of the company are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations
Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on
our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Aspermont Limited for the year ended 30 June
2010, complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Brad McVeigh
Director
Perth, Western Australia
Dated this 30 day of September 2010
For personal use only AdditionAl informAtion for listed Public comPAnies
As at 31st August 2010 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
236,710,493 (2009: 229,377,159) shares are held by 383 (2009: 363) individual holders. All issued
ordinary shares carry one vote per share.
distribution of shareholders
Category (size of holding)
2010
2009
Ordinary shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
46
32
81
124
100
383
37
30
84
123
89
363
The number of shareholdings held with less than marketable parcel is 68 (2009: 55).
b)
Share Options (Unquoted)
Number of Options
Number of Holders
Exercise Price
Date of Expiry
1,000,000
1
22.5c
30/09/2010
c)
Company Secretary
The name of the Company Secretary is Mr. John Detwiler.
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
150 Stirling Highway, Nedlands, WA 6009
f)
Stock Exchange Listing
Quotation has been granted for all of the ordinary shares of the Company on all member exchanges of the
Australian Securities Exchange Limited.
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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
24,695,000
11,000,000
49.40%
10.43%
4.65%
h) 20 Largest Shareholders – Ordinary shares
Number of Ordinary
fully paid shares held
% Held of Issued
Ordinary Capital
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 National Nominees Limited
7 Allan Dale Holdings Pty Ltd
8 Mr. Alan Cowen
9 HSBC Custody Nominees (Australia) Limited
10 Mr. Robert Barrowman
11 A & C Gal Investments Pty Limited
12 Mr. Robert Miller
13 Chepan Pty Ltd
14 Mr. Rhoderic Charles Whyte
15 Yarandi Investments Pty Ltd
16 Mr. Yeak Hui Tan
17 Dr. Carole Anne Jones
18 B F A Pty Ltd
19 Mr. David Nizol
20 Mr. Thomas George Klinger
107,312,500
11,000,000
9,562,500
9,360,000
8,585,000
5,201,385
5,150,000
5,032,918
4,784,756
4,506,688
4,341,000
3,481,353
3,210,000
3,000,000
2,321,412
2,081,746
2,000,000
1,950,000
1,700,603
1,637,241
45.33%
4.65%
4.04%
3.95%
3.63%
2.20%
2.18%
2.13%
2.02%
1.90%
1.83%
1.47%
1.36%
1.27%
0.98%
0.88%
0.84%
0.82%
0.72%
0.69%
196,219,102
82.89%
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NOTES
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For personal use only aUstraLia
pertH
Head oFFice
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 United Kingdom
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