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A N N UA L R E P O R T
www.aspermont.com
Your global print, online and conferencing solution
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COntEntS
Chairman’s Review 01
Board of Directors 02
Financial Highlights 04
Group CEO’s Report 05
Year in Review 04
UK Report 07
Australia Report 09
Company Profile 10
Channels and Services 12
Outlook for 2011-12 14
Directors’ Report 17
Corporate Governance Report 28
Auditor’s Independence Declaration 30
Financial Statements 31
Notes to the Financial Statements 35
Directors’ Declaration 78
Independent Auditor’s Report 79
Additional Information 81
Notes 83
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
Chief Executive Officer, Aspermont UK
David Nizol
General Manager, Australia
Trish Seeney
Group Strategy and Consulting
Mark Davies
Website
www.aspermont.com
Registered Office
613-619 Wellington Street
Perth WA 6000
Solicitors
Williams and Hughes
Level 1, 25 Richardson Street
West Perth WA 6005
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street, Subiaco WA 6008
Share Registry
Advanced Share Registry Services
150 Stirling Hwy, Nedlands WA 6009
Bankers
ANZ Banking Group Limited
7/77 St Georges Terrace, Perth WA 6000
Chairman’s Review 01
Board of Directors 02
Financial Highlights 04
Group CEO’s Report 05
Year in Review 04
UK Report 07
Australia Report 09
Company Profile 10
Channels and Services 12
Outlook for 2011-12 14
Directors’ Report 17
Corporate Governance Report 28
Auditor’s Independence Declaration 30
Financial Statements 31
Notes to the Financial Statements 35
Directors’ Declaration 78
Independent Auditor’s Report 79
Additional Information 81
Notes 83
Website
www.aspermont.com
Registered Office
613-619 Wellington Street
Perth WA 6000
Solicitors
Williams and Hughes
Level 1, 25 Richardson Street
West Perth WA 6005
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street, Subiaco WA 6008
Share Registry
Advanced Share Registry Services
150 Stirling Hwy, Nedlands WA 6009
Bankers
ANZ Banking Group Limited
7/77 St Georges Terrace, Perth WA 6000
chAiRmAn’S RevieW
Dear Shareholders,
Thank you for your kind support of Aspermont
Limited, its board and management.
Aspermont has, in spite of significant general
global trauma, enjoyed a highly productive
2010-2011.
Your board is of the view that Aspermont’s
management executed our financial plan
efficiently and with a considerable amount of
tangible success.
This has permitted our company to produce
sound organic revenue growth, improved
margins and expanded profitability; and
enabled us to establish the right platform for
the delivery of greater sustained depth, breadth,
and advancement from new products and
acquisitions during the past year.
Brand development and brand acquisition
saw the Mines and Money conference series
find deeper footings in Hong Kong, China, the
UK and Australia, while improving finances
facilitated the 100 per cent acquisition of
Kondinin Group, an icon in the Australian
agricultural sector.
The outlook for Aspermont during 2011/12 is
to enjoy continued improvement, though this
will be tempered with caution largely due to the
lack of confidence in Pan European/Pan North
American banks and politics, as well as a clear
inability for developed countries to grasp the
current and future blue collar unemployment
bulge generated through the continued success
of globalization.
Under such circumstances, it is little wonder
that revered, classical and well diversified
media giants search to combat falling revenue,
audiences and margins in the face of rising tech
publishing competition from the likes of Google.
During these times, Aspermont Limited looks
to its executives and management to agree and
execute its vision.
In closing, I take this opportunity to thank
Aspermont’s non-executive board members
and its professionals for being always visible,
resourceful, hardworking and invariably
available.
Joint ventures also continue to prove the value
of working with best of breed.
Yours sincerely,
Year-end group profits and cashflow have
exceeded any of our past peaks. Cash at bank
was circa 40 per cent of the residual bank
debt and Aspermont’s debt/EBITA ratio drifted
below x2s as it continues to degear for future
opportunities.
Andrew Kent
Executive Chairman
Aspermont Limited
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BOArD Of DireCtOrS
Structure of the Board
The Board currently comprises 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 30 years
of 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 holds directorships
in Magyar Mining Ltd, Water Resources Group
Ltd, New Guinea Energy Ltd and Excalibur
Mining Ltd. 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 the former principal of accounting
firm CrossCorp Accounting. A board member
since 2000, Mr Cross is also Executive
Chairman of White Canyon Uranium Ltd and
Non-Executive Chairman of Golden State
Resources Ltd. He is chairman of Aspermont’s
Audit and Risk Committee.
John Stark l Non-Executive Director
Mr John Stark, a non-executive director, is an
experienced business manager with interests
across various listed and unlisted companies.
Mr Stark has been a board member since 2000
and is chairman of Aspermont’s Remuneration
Committee.
Colm O’Brien l Executive Director
Mr Colm O’Brien has in-depth management
consulting and banking experience through his
previous roles and has held the position of Group
CEO of Aspermont since October, 2005. Mr
O’Brien currently sits on the Board of Directors
for Publishers Australia, Magyar Mining and
WME Media Pty Ltd. He joined the Aspermont
Board in January, 2010.
David Nizol l Executive Director
Mr David Nizol has a wealth of publishing
experience and has held senior executive
positions and directorships in both public and
private companies, including EMAP UK and
Highbury House Communications Ltd. Joining
the board in January 2010, Mr Nizol is CEO
of Aspermont UK.
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Charbel Nader l Non-Executive Director
Mr Charbel Nader has extensive experience in
corporate finance and strategic advisory roles.
Joining the Board as a non-executive director in
January, 2010, Mr Nader has a broad range of
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.
John Detwiler l Company Secretary
Mr Detwiler is a Certified Practising Accountant
with more than 25 years of financial and
corporate accounting experience at private
and listed international companies. Joining
Aspermont as Company Secretary and Chief
Financial Officer in June, 2010, Mr Detwiler
brings strong operational and strategic skills to
the company.
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Financial highlights
summary oF results
media Business
Revenue
EBITDA
investment Portfolio
Change in fair value of investments
Realised gains on investments
aspermont limited consolidated
Revenue
Net profit attributable to equity
holders of the parent entity
Dividends/distributions
Up
Up
Loss
Gain
Up
Down
19%
390%
19%
85%
A$’000
24,980
3,429
A$’000
(2,277)
616
A$’000
24,980
163
Amount per security
Final dividend
Interim dividend
N/A
N/A
Franked amount
per security
N/A
N/A
The results should be read in conjunction with details provided within this report.
Operating Revenue
($000)
EBITDA
($000)
2011
2011
2011
2011
2010
2010
2010
2010
2009
2009
2009
2009
2008
2008
2008
2008
2007
2007
2007
2007
2006
2006
2006
2006
24,980
24,980
24,980
24,980
2011
2011
2011
2011
3,429
3,429
3,429
3,429
22,967
22,967
22,967
22,967
2010
2010
2010
2010
879
879
879
879
24,729
24,729
24,729
24,729
2009
2009
2009
2009
Reported
Reported
Reported
Normalised*
Normalised*
Reported
Normalised*
Normalised*
1,611
1,611
1,611
4,740
4,740
1,611
4,740
4,740
19,263
19,263
19,263
19,263
2008
2008
2008
2008
4,222
4,222
4,222
4,222
13,970
13,970
13,970
13,970
2007
2007
2007
2007
2,806
2,806
2,806
2,806
9,226
9,226
9,226
9,226
2006
2006
2006
2006
1,145
1,145
1,145
1,145
0
0
5000
0
0
5000
10000
5000
5000
10000
10000
10000
15000
15000
15000
15000
20000
20000
20000
20000
25000
25000
25000
25000
0
0
1000 2000 3000 4000 5000 6000 7000 8000
1000 2000 3000 4000 5000 6000 7000 8000
1000 2000 3000 4000 5000 6000 7000 8000
1000 2000 3000 4000 5000 6000 7000 8000
0
0
Net Profit
After Tax ($000)
2011
2011
2011
2011
163
163
163
163
2010
2010
2010
2010
1,076
1,076
1,076
1,076
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2009
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4
2009
2009
2008
2008
2008
2008
2007
2007
2007
2007
2006
2006
2006
2006
0
0
0
500
500
0
Market Capitalisation
($000)
2011
2011
2011
2011
18,880
18,880
18,880
18,880
2010
2010
2010
2010
2009
2009
2009
2009
2008
2008
2008
2008
2007
2007
2007
2007
33,139
33,139
33,139
33,139
56,513
56,513
56,513
56,513
79,336
79,336
79,336
79,336
77,728
77,728
77,728
77,728
Reported
Reported
Reported
Normalised*
Normalised*
Reported
Normalised*
Normalised*
(484)
(484)
(484)
3,113
3,113
(484)
3,113
3,113
2,345
2,345
2,345
2,345
1,966
1,966
1,966
1,966
1,358
1,358
1,358
1,358
2006
2006
2006
2006
22,827
22,827
22,827
22,827
1000 1500 2000 2500 3000 3500
1000 1500 2000 2500 3000 3500
1000 1500 2000 2500 3000 3500
1000 1500 2000 2500 3000 3500
500
500
0
0
10000 20000 30000 40000 50000 60000 70000 80000
10000 20000 30000 40000 50000 60000 70000 80000
10000 20000 30000 40000 50000 60000 70000 80000
10000 20000 30000 40000 50000 60000 70000 80000
0
0
grOup cEO’S rEpOrt
Dear Shareholders,
The year completed has been one of our most
productive and successful. We continued to test
the boundaries of all aspects of the business and
experienced strong growth as a group.
Aspermont has always sought to gain respect
from the business communities it serves through
providing quality content in all formats, superior
customer service and an ever-expanding array
of products. We are continuing to increase
our product reach across all channels and are
filling out the underlying Aspermont strategy
of multiple sectors, multiple delivery channels
and multiple geographies. Over the coming year
we will continue this platform and put in place
aggressive benchmarks for readership growth,
increased presence in new sectors and continued
financial performance. We have a stated
objective of targeting a $45-50m turnover within
the next three years and a margin of 20 per cent.
To achieve this, the clear areas of growth will,
for the most part, be focused on the following:
Events
Considering that events revenue did not exist
within the Aspermont Group pre-2005 and
now represents 27 per cent of our turnover, we
clearly have a sustainable model and a unique
offering to the market that has allowed such
uptake on our products. The current events
business is dominated by our Mines and Money
brand, now staged in four key locations. The
events business illustrates the group’s ability
to reach further discretionary spend areas of
the communities with which we already have a
preferred relationship.
Areas for growth include continued expansion
into mining based events outside the current
investor focus. Through our UK operations, it is
likely we will see further increases to events that
focus on the technology and production aspects
of mining on a global stage.
We are also currently running numerous theme-
based seminars through our Resourceful Events
brand in Australia. This will continue and is set
to include an increased number of non-resource
based events. A new – or at least renewed –
business unit dedicated to Training Services has
been created within the group, initially leveraging
our Registered Training Organisation status with
the Kondinin Group. We are currently working
with many partners to expand training and are
reviewing both online and offline courses.
Online Information
The traditional media sector continues to grapple
with the vagaries of online media. Aspermont
has always been a leader in this space and has
had a commercially successful model in place in
Australia since 2000. However, the landscape
is changing fundamentally where the once
two-dimensional world of serving news, archive
and commentary is rapidly being augmented
by expectations of more three-dimensional
information including deeper interactive analysis,
user driven content and video presentations.
Aspermont is well placed to make the shift to
these enhanced platforms and has a proven track
record of success in online media.
Subscriptions
Our subscription model, in particular in the
online space, continues to deliver high volume
and high yield. We recently deployed our
purpose-built system to Kondinin Group and
have seen large increases in our conversion and
new business volumes.
The high quality of our content needs to be
continually upgraded and we need to ensure
our subscribers continue to benefit from
functionally rich offerings online and in-depth
analysis in print.
Overall, we see growth across the business and
look to achieving the $10m Media EBITDA,
mainly through organic expansion, abutted
with focused complementary acquisition/part
acquisition as required.
Finally, I wish to congratulate our staff and joint
venture staff for contributing to the success of
Aspermont in 2010/11 and setting us up for a
very strong incoming financial year.
Yours sincerely,
Colm O’Brien
Group Chief Executive Officer
Aspermont Limited
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year in review
EBITDA from Media Business
of $A3.4m (2010: $A0.9m)
Further bank debt reduction of $A1.625m
in the year to $A5.875m
Increase in cash at hand
from $A0.77m in June 2010
to $A2.72m in June 2011
Growth across all media
channels and geographies
Australia’s Mining Monthly
journalists receive
national accolades
with Brooke Showers and
Sam Jordan Jones winning
Association of Mining and
Exploration Companies (AMEC)
awards for print journalism
Major expansion of
Mines &
Money
conferences delivered largest
contribution growth with record
attendance at the Hong Kong event
New joint venture with JobServe
creates recruitment channel for the oil & gas sector
Acquisition of
Kondinin
Group
– Australia’s leading agricultural
information business
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UK report
Dear Fellow Shareholders,
And so, another year in the evolution of the
Group finishes.
Another year of consolidation, growth, focus,
investment – and success.
Revenues in London were up £949k (16.9 per
cent) on budget, but more significantly, £1,490k,
almost 30 per cent ahead of 2009/10.
Advertisement revenue was 12 per cent up on
the previous year, circulation revenue up
6 per cent, and conference/events revenue, at
£3,236k, was up 56 per cent and for the first
time exceeded on-page advertisement monies.
Costs remained under tight control. Like for like,
they were up £362.7k (6 per cent) on last year.
EBITDA at £2,258k was £1,100k better
than last year and £946k ahead of budget
– an increase of close to 100 per cent.
As a result, margin increased from 22.9 per cent
in 2009/10 to 34.5 per cent.
Investment took place on a number of fronts.
Phase Three of our Web development program,
an increase of over 3,000 copies for the BPA
audited Mining Magazine (to specifically enlarge
our footprint in North America) and the Events
database all received investment.
Healthy operating profit contributions were
made by the Mining Journal, Mining Magazine
and WTTW magazines, and our conferences
in London and Hong Kong were outstanding.
In addition, Mines and Money Beijing grew by
50 per cent year on year.
2011/12 brings its own challenges and
opportunities.
Newsprint costs are rising, postage costs have
taken a huge hike, and we are planning
further circulation increases to Mining Journal,
Mining Magazine and WTTW.
There is also much development work planned
with the group’s online mining portal, and
additional headcount is required to further
enhance our data management systems and
to move a step further towards 24-hour news
reporting.
Our partnership with Beacon Events grows from
strength to strength, with Mines and Money
Hong Kong 2012 looking to be the biggest event
we have ever staged.
Also, the Mongolian Investment Summit in the
autumn promises to break new ground and
the former EME Sydney moves to the Sydney
Convention Centre, and becomes the bigger and
better Mines and Money Australia.
Other alliances are being progressed.
Forward bookings for on-page, on-line and
conferencing/events – Mines and Money London
in December 2011 is already sold out – are
extremely positive.
The new financial year has started very well.
Yours sincerely,
David Nizol
Chief Executive Officer
Aspermont UK
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Newsroom
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australian report
Dear Shareholders,
The 2011 year was one of growth and
opportunity with a strong focus on the
improvement of print and online products,
and the development of new product offerings.
Changes made to reduce costs during the
downturn were reviewed and investments were
made in editorial and sales resources to
position us strongly to take advantage of the
improving market.
Strong revenue growth was achieved with 27 per
cent growth year on year in Australia (excluding
Kondinin Group). This was made up of 28 per
cent growth in print, 29 per cent growth online
and subscription growth of 24 per cent.
Cost management remains an important part
of daily operations and our EBITDA margin
increased from 11.71 per cent in 2009-2010
to 26.4 per cent in 2010-2011 in Australia
(excluding Kondinin).
During the year, we renamed our oil and
gas website from PetroleumNews.net to
EnergyNewsBulletin.net and added a premium
offering, EnergyNewsPremium.net. This change
has enabled us to more comprehensively cover
this diverse industry.
RESOURCESTOCKS, our investment publication,
produced an additional issue in the last quarter
and has returned to nine editions in 2011/2012.
Our attention also turned to PNG with the launch
of PNG Report, a bi-monthly magazine, and the
relaunch of our PNGIndustryNews.net website.
The growth in subscription revenue in Australia
(excluding Kondinin) of 24 per cent over the
previous year reflects the full year impact of our
subscriptions system ASMA, a stable sales team
and the growing demand for B2B information
across our sectors.
The acquisition of Kondinin in January 2011 and
its integration into our operation in Wellington
Street was one of the major highlights of the
year. The experience and resources Aspermont
can bring to the future development and growth
of this Australian agricultural information icon
and its potential over time to deliver strongly to
our turnover and profit is starting to be felt in the
first quarter of 2011/2012.
The team at Aspermont Australia have delivered
record revenue results and above budget profits
in the first quarter of the current financial year
and we have the people and the products to
continue to deliver sound results.
Yours sincerely,
Trish Seeney
General Manager
Aspermont Australia
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Aspermont Presence (Products or Offices)
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company profile
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.
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.
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.
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.
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
– Construction
– Finance
– Superannuation
– Lifestyle
– Oil and gas
– Agriculture
– Investment
– Environment
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
Marketing
Services
Online
Events
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Print
Online
kondiningroup.com.au
energynewspremium.net
Aspermont produces 13 online
news and search services, delivering
an average of two million email bulletins
direct to readers’ desktops every month.
Aspermont produces 17 print
publications and guides, distributing
more than
165,000
issues
on average
per month
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channels and services
Print
Aspermont produces 14 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.
Suppliers Guides
Aspermont also prints four 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.
Online
Aspermont produces 10 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.
Conferencing
Aspermont runs a broad range of events that
continue to strengthen across all regions of
operation. Mines and Money, Aspermont’s
leading conference brand, brings together a
large international audience of mining and
exploration companies, financiers, investors and
industry service providers. Due to the success
of the London, Hong Kong and Beijing events,
the inaugural Mines and Money Australia took
place in Sydney in October 2011. The Mongolia
Investment Summit in Hong Kong continues to
build in popularity, bringing together international
investors and the companies behind Mongolian-
based projects.
The annual Mining Magazine Congress is a
two-day conference held at different locations
around the world each year. In 2011 it moves to
Johannesburg, South Africa. The 20:20 Investor
Series brings industry and investors together
with each event providing a focus on specific
commodities or regions. Given the success of the
Sydney-based events, plans are afoot to expand
these events to other key locations in Australia
and/or abroad.
The annual GeoDrilling Show, held since 2005 in
the UK, showcases key equipment, services and
technology for the ground drilling, geotechnical,
piling and geothermal industries. Aspermont’s
Resourceful Events division continues to increase
the number of events being staged across a
broad range of subject areas, industry sectors
and locations around Australia. An aggressive
schedule is planned through 2011-12.
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Pablo Martin
Event Sales Director – UK
The events portfolio continues
to grow all around with existing
events increasing revenues
and profits substantially and
further new events coming on
stream. Forward bookings are
excellent with Mines and Money London and Hong Kong
the stand out performers. The new Australian event has
also produced a solid start in a competitive market. We
expect continued growth and further reach and presence
in the market place as we look to consolidate our healthy
position.
Kathy Zdanowicz
National Sales Manager
– Australia
The ongoing focus on building
a stable and experienced sales
team, as well as new partners,
products and technologies,
means significant opportunities
for advertising over the next 12 months. New print and
online offerings and the ability to publish to mobile and
tablet devices means we look forward to developing more
enhanced packages to benefit our clients.
Mark Davies
Group Strategy &
Consulting
Continuing last year’s focus on
development of new products
and services, we can fully
leverage our position as a
trusted and respected provider of
relevant news and information to our various communities.
The development and ultimate expansion of our training
capability is one such example. This ongoing creation of
increased value-add options to our clients will provide the
group with the potential to access an even greater slice of
available discretionary spend.
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OUTLOOK FOR 2011-12
Gareth Hector
Advertising,
Subscriptions and
Circulation Director – UK
2011/12 looks strong,
with greater advertiser
participation ensuring
average order values
continue to increase year on year. Our focus will be on
improving the quality of our controlled circulation titles
in order to increase advertising market shares whilst
the paid subscription outlook remains positive.
James O’Hagan
Subscriptions Manager
– Australia
Continuing on from last
year’s new business growth,
the subscriptions team has
had a strong start to the
financial year. Through a
focus on dedicated team work, improved commission
team structures, plus an increase in staff numbers, we
are well positioned to continue increasing circulation
in Australia and worldwide. We also continue to
improve our retention figures through a focus on
providing exceptional levels of customer service to our
clients.
Simon Shepherdson
Marketing Manager
– Australia
The planned growth and
change through 2011/12
necessitates further
refinement of our marketing
strategy to ensure we
approach all activities with a holistic view. High
priorities include cross promoting our print, online
and conferencing solutions and looking for efficient
marketing channels to build readership, subscriptions
and advertising sales opportunities. Building and
diversifying skills in the marketing team, revitalising
Aspermont Marketing Services and a continued push
to develop strategic partnerships are on the agenda.
Chris Hinde
Editorial Director – UK
The London-based editorial
department, managed
through Aspermont UK, is
planning a major expansion
in its delivery of mining
news early in 2012. This
will include an around-the-clock (24/7) breaking-
news service on a redesigned website. The enhanced
content will come from an expanded Mining Journal
team, with new editorial staff in Vancouver and Perth.
There are also plans to extend the fully searchable
Mining Journal archive.
Ron Berryman
Managing Editor
– Australia
The Australian editorial
department is looking
to consolidate existing
services and continue the
expansion and development
of online and print products over the next year. This
includes the launch of a North American edition of
InternationalLongwallNews with increased emphasis
on international news; an increasing focus on South
East Asian news with EnergyNewsBulletin.net;
creating a greater differentiation in content and quality
between us and our competitors; and a continued
push with RESOURCESTOCKS into key global markets.
Alex Kent
Group Head
– Online Strategy
The year ahead promises to
be one of high productivity
and innovation for the
group’s online business.
New product launches,
existing product renovations and the extension of
our complimentary services will help set a strong
framework for audience build, engagement and
continued monetisation. Augmenting our existing
strengths with a broadening platform base will
enable our users to access, interact and consume our
products in faster, easier and more diverse ways. For
our advertisers, developing behavioural statistics and
improved campaign measurability will enable us to
more tangibly show the positive ROIs of advertising
through our channels.
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Fresh start
For rural icon
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Paul Mole
Managing Editor
Acquired by Aspermont in early
2011, Kondinin Group has made the
swift transition from not-for-profit to
commercial enterprise. With a new focus,
new staff and new ideas, the business
is well placed to take advantage of a
booming rural sector driven by global
demand for Australian farm products.
Founded in 1955 in Kondinin, Western
Australia, the group has forged its
reputation as an industry leader in
agricultural publishing and key provider
of technical extension information.
In addition to working closely with
Australia’s primary producers, Kondinin
Group has strong alliances with a wide
range of stakeholder organisations across
government, private industry, research
bodies and grower groups.
With a fiercely guarded reputation
for independent research, the group
has undergone swift change since
acquisition, including a beefed-up
engineering/research team which has
embarked on an ambitious 2011-12
research program.
Expanded advertising and membership
sales departments are already delivering
tangible benefits including membership
growth and increased revenue. There has
also been a major push with the company’s
contract publishing arm to key government
and non-government clients, with several
major projects already underway.
Kondinin Group also hosts the Australian
Farmer of the Year Awards each
September. The event showcases the
best and brightest in farming and attracts
significant industry backing. In only its
second year, the event has gained a
reputation as Australia’s leading accolade
for agricultural excellence and become the
premier social event on the rural calendar.
Throughout 2011-12 and beyond,
Kondinin Group will continue to develop
its stable of print products, including its
flagship magazine Farming Ahead, as
well as its online platform to ensure the
business consolidates its market position
and continues to grow.
For the year ending 30 June 2011 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 2011.
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
D. Nizol
C. Nader
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 $0.163 million (2010: profit $1.076 million).
Dividends
No dividend has been declared for the year (2010: no dividend).
review of operations
Fiscal year 2010/11 has continued the positive trends seen in the previous year for the underlying media
business. Overall revenue was up 19% on the previous year resulting in profit of $1.8 million in the current
year versus a loss of $0.6 million in the previous year. The reported profit in the current year would be $0.3
million higher if we exclude the impairment and amortisation expenses associated with the acquisition of
Kondinin.
The key growth areas continue to be 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.
The investment portfolio on the other hand has seen a net loss of $1.5 million in the current year versus a net
gain of $2.1 million in the previous year. This decline is unrealised and is the result of recent declines in the
equity markets across the world.
We have further reduced our primary bank debt year on year from $7.5 million to $5.9 million in line with a
planned debt reduction program implemented last year. This debt reduction will continue through FY2011/12
as we have principal payments of $1.25 million in the upcoming fiscal year.
The strong Australian dollar has had a significant negative impact on our key figures, given that circa 50% of
our operations are based in the UK; therefore any eventual strengthening of Sterling will have an immediate
positive impact.
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Directors’ report
For the year ending 30 June 2011 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 2011. No other matter or
circumstance has arisen since 30 June 2011 that has significantly affected, or may significantly affect:
(a)
(b)
(c)
The Group’s operations in future financial years, or
The result of those operations in future financial years, or
The Group’s state of affairs in future financial years.
Likely developments and expected results of operations
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 64
Experience and expertise
Mr. Kent is an experienced business manager and corporate advisor with over 30 years of 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 65
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 63
Experience and expertise
Mr. Cross was the former principal of the accounting firm CrossCorp Accounting from 1979 to 2009.
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
Member of Remuneration Committee
Former directorships in last 3 years
Non-Executive Chairman of Polaris Metals NL (resigned 2010)
Interest in shares and options
1,700,000 ordinary shares in Aspermont Limited
c. o’Brien BcL (Hons), AAicD executive director. Age 39
Experience and expertise
Mr. O’Brien has in-depth management consulting and banking experience through previous roles, he has held
the position of Group CEO since October 2005 and has a detailed knowledge of the products, strategy and
media landscape. Mr. O’Brien joined the Board in January 2010.
Other current directorships
Publisher Australia (since 2009)
Magyar Mining Plc
WME Media Pty Ltd
Special responsibilities
CEO – Group
Member of Remuneration Committee
Former directorships in last 3 years
None
Interest in shares and options
1,575,417 ordinary shares in Aspermont Limited
D. Nizol, BA Business studies (Hons) executive director. Age 59
Experience and expertise
Mr. Nizol has a wealth of publishing experience including holding senior executive positions and Directorships
in both public and in private 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 Vice-chairman, Non-executive director. Age 42
Experience and expertise
Mr. Nader has extensive experience in corporate finance and strategic advisory roles in various industries
and is presently an Executive Vice President and co-founder of Nasdaq listed investment company Australia
Acquisition Corp. Mr. Nader joined the Board in January 2010.
Other current directorships
None
Special responsibilities
Member of Audit & Risk Committee
Member of Remuneration Committee
Former directorships in last 3 years
None
Interest in shares and options
None
The above directors have been in office since the start of the financial year to the date of this report unless
otherwise stated.
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Directors’ report
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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.
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 2011, and the number of meetings attended by each director were:
Full meetings of
Directors
Meetings of committees
Audit & Risk
Remuneration
A
6
6
6
6
6
5
B
6
6
6
6
6
6
A
**
**
5
**
**
5
B
**
**
5
**
**
5
A
**
2
2
2
**
1
B
**
2
2
2
**
2
A Kent
J Stark
L Cross
C O’Brien
D Nizol
C Nader
In addition to the above, there were three meetings for directors that were independent with respect to related
party matters and equity compensation for members of the board:
Committee Meetings
of Directors
A Kent
J Stark
L Cross
C O’Brien
D Nizol
C Nader
A
**
1
3
2
3
2
B
**
1
3
2
3
2
Meetings of committees
Related Party
B
A
Remuneration
B
A
**
**
2
2
2
2
**
**
2
2
2
2
**
1
1
**
1
**
**
1
1
**
1
**
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
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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.
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.
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Directors’ report
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Directors’ fees
The current base remuneration was reviewed in the current year and with effect from 1 July 2011 the
directors’ fees are (inclusive of committee fees):
From 1 July 2011
From 1 July 2010 to
30 June 2011
Base Fees
Executive Chairman
Non-executive Vice Chairman
Non-executive directors
* Director fees for Mr. Nader were $50,000 upon his appointment.
200,000
100,000
45,000
136,000
-*
26,000
Executive pay
The executive pay and reward framework has three components. The combination of these comprises an
executive’s total remuneration.
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 parking and 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 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 annual bonus payments are
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.
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, including the five highest paid executives, 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
• Trish Seeney – General Manager (Australia)
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• 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:
2011
2010
2009
2008
2007
Profit attributable to owners of the
company
Dividends paid
Share price at 30 June
Return on capital employed
163,010 1,076,000
(484,000)
2,345,000
1,966,000
–
0.08
1.1%
–
0.14
5%
–
282,000
253,000
0.26
-3%
0.37
12%
0.40
21%
Key management personnel of the Group and other executives of the company and the Group:
2011
Name
Short-term employee benefits
post
employment
benefits
Cash salary
Bonus
Director
Fees
Non
monetary
benefits
Super-
annuation*
Total
Performance
Based
Remuneration
Executive directors
A L Kent Chair
120,645
–
264,815
415,000
195,942
473,339
581,402
888,339
–
–
–
–
–
10,800
131,445
42,418
25,000
747,233
–
16,601
685,882
0%
56%
69%
42,418
52,401 1,564,560
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
J Detwiler
T Seeney #
M Davies *
Sub-total other key
management personnel
Total key management
personnel
compensation (Group)
–
–
–
–
–
–
–
–
26,000
24,000
45,871
95,871
146,596
24,000
104,287
24,000
197,836
24,000
448,719
72,000
–
–
–
–
–
–
–
–
–
–
–
–
–
26,000
2,000
4,129
26,000
50,000
6,129
102,000
0%
0%
0%
14,884
185,480
11,115
139,402
19,370
241,206
13%
17%
10%
45,369
566,088
1,030,12
960,339
95,871
42,418
103,899
2,232,64
# Ms Seeney was appointed as the General Manager – Australia on 2 September 2010.
* Mr O’Brien and Mr Davies received certain salary amounts that were deferred by the Company in the previous year.
Includes accrued, but unpaid amounts.
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Directors’ report
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
B) Details of remuneration (continued)
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
Sub-total other key
management personnel
Total key management
personnel
compensation (Group)
Short-term employee benefits
post
employment
benefits
Cash salary
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
258,329
9,807
119,372
159,786
547,294
–
–
–
–
–
–
–
–
–
–
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
1,060,62
220,611 114,336
126,787
99,316 1,621,676
0%
0%
0%
0%
0%
0%
0%
0%
* 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.
+ UK executive remuneration, paid in British Pounds, has been converted to Australian Dollars at the average
exchange rate over the twelve months ending 30 June 2011 and 2010.
** Mr. O’Brien, Mr.Nizol and Mr. Nader were appointed Executive Director(s) and Non Executive Director,
respectively, on 29 January 2010.
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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 formalised and reviewed by the Remuneration Committee. Each of these
agreements provides for the provision of performance-related cash bonuses, other benefits including certain
expenses and allowances. For the year ended 29 January 2011, Mr. O’Brien and Mr. Nizol received board
fees of $50,000 – these fees were discontinued as part of the current year’s remuneration review. 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 with a new contract in
negotiation.
• Base salary, inclusive of superannuation and certain expenses, for the year ended 30 June 2011 of
$265,000, increasing to $300,000 effective 1 July 2011. This amount 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 2011 of GBP 110,000 (AUD
$177,285), increasing to GBP 143,000 (AUD $216,700) effective 1 July 2011. This amount 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 & Company Secretary
• Term of agreement – ongoing, commencing 27 May 2010.
• Base salary, inclusive of superannuation and certain expenses, for the year ending 30 June 2011 of
$168,500, increasing to $195,750 effective 1 July 2011. This amount 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 and certain expenses, for the year ending 30 June 2011 of
$201,840, increasing to $217,550 effective 1 July 2011. This amount 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.
t. seeney General Manager
• Term of agreement – ongoing commencing 30 August 2010.
• Base salary, inclusive of superannuation and certain expenses, for the year ending 30 June 2011 of
$146,700, increasing to $163,050 effective 1 July 2011. This amount 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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Directors’ report
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
D) Share-based compensation
Options
No options were granted or exercised in Aspermont Limited in 2010 and 2011.
Other
In addition to the current year bonus for operational results, the remuneration committee has recommended
a bonus of $311,000 to Mr. O’Brien, subject to shareholder approval, of which the after-tax amount of
$166,385 will be applied by Mr. O’Brien to acquire 2 million shares of the Company at $0.083 per share
(being the weighted average ASX market price for the 90 days preceding the remuneration committees
meeting date). This amount has been accrued and included in the remuneration tables above.
E)
Additional information
In the current year the remuneration committee approved annual bonus payments to Mr. O’Brien, Mr. Nizol,
Mr. Davies, Mr. Detwiler and Ms. Seeney based on the financial and operational results achieved. Those
bonus amounts have been accrued and included in the remuneration tables above.
In the previous year Mr. Nizol was paid a special performance-based bonus 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.
Loans to/from directors and executives
Information on loans from directors and executives, including amounts, interest rates and repayment terms
are set out in note 19 to the financial statements.
shares under option
There are no unissued ordinary shares of Aspermont Limited under option at the date of this report.
insurance of officers
During the financial year, Aspermont Limited paid a premium to insure the directors and officers of the
Company and its Australian-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:
Non-assurance services
Tax compliance – BDO UK
Tax advisory – BDO Corporate Tax (WA) Pty Ltd
Total non-assurance remuneration
2011
$
6,346
22,715
29,061
2010
$
6,814
0
6,814
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 21.
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
31 August 2011
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Corporate GovernanCe report
For the year ending 30 June 2011 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 2011 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, the company policies are designed
to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and
efficiently managed and monitored to enable achievement of the Group’s business objectives.
a company should remunerate fairly and responsibly
The Remuneration Committee of the Board whose scope includes obtaining independent input from external
advisors determines remuneration levels for the Chairman and key executives with regard to market-based
factors and achievement of performance targets. External advice is sought as necessary to ensure remuneration
levels are fair and responsible having regard to the current size and scope of the company. Full disclosure of
remuneration to directors and executives of the company are disclosed in the Remuneration Report.
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StatementS of ComprehenSive inCome
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Revenue from continuing operations
Cost of sales
Gross profit
Distribution expenses
Marketing expenses
Occupancy expenses
Corporate and administration
Finance costs
Other expenses from ordinary activities
Consolidated
Note
4
5
2011
$000
24,980
(8,851)
16,129
(1,037)
(3,430)
(976)
(4,954)
(932)
(3,009)
2010
$000
20,905
(8,122)
12,783
(974)
(3,610)
(996)
(3,439)
(1,038)
(3,360)
Change in fair value of investments
Other income
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
4
9
6
Other comprehensive income/(loss)
Foreign currency translation differences for foreign
operations
Net change in fair value of equity instruments
measured at fair value through other
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
(14,338)
(13,417)
1,791
(2,277)
776
(63)
227
(64)
163
163
(634)
592
1,470
306
1,734
(658)
1,076
1,076
(6,607)
461
(1,097)
(1,645)
323
–
493
–
(7,218)
385
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
22
22
0.07
0.07
0.46
0.46
The Consolidated 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 2011 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
2011
$000
2,718
5,163
1,103
8,984
31
1,876
329
391
718
25,602
28,947
37,931
4,700
5,126
1,276
633
11,735
7,849
2,868
171
10,888
22,623
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
15,308
22,526
49,125
(7,939)
(25,878)
15,308
49,125
(558)
(26,041)
22,526
The Consolidated 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 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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StatementS of CaSh flowS
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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
Consolidated
Note
2011
$000
24,309
(20,490)
(847)
42
(573)
2010
$000
20,517
(20,260)
(738)
12
(397)
net cash provided by/ (used in)
operating activities
18(b)
2,441
(866)
Cash flows from investing activities
Net cash received in acquisition of subsidiary
25(b)
Payments for investments
Proceeds (payments for) loans made
Proceeds from sale of equity investments
Payments for non-current assets
Dividends received
458
(66)
300
1,185
(448)
24
–
(746)
(300)
3,585
(531)
–
net cash provided by/ (used in)
investing activities
1,453
2,008
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs
Proceeds of borrowings
Repayment of borrowings
net cash provided by/ (used in)
financing activities
-
-
(1,891)
2,627
31
(3,776)
(1,891)
(1,118)
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
2,003
774
(59)
24
797
(47)
Cash at the end of the year
18(a)
2,718
774
The Consolidated 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 2011 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 Group early adopted AASB 9 Financial Instruments in the current fiscal year. This standard and its
associated amending standard (AASB 2009-11), specifies new recognition and measurement requirements
for financial assets within the scope of AASB 139 Financial Instruments: Recognition and Measurement.
The main changes from AASB 139 include:
All financial assets, except for certain equity instruments will be classified into two categories: 1) amortised
cost, where the investment generates solely payments of interest and principal, or 2) fair value through profit
and loss.
Certain non-trading equity instruments will be classified at fair value through profit and loss or fair value
through other comprehensive income with dividends recognised in net income.
The accounting policies set out below have been consistently applied to all years presented, unless otherwise
stated.
(a) Basis of consolidation
The consolidated accounts comprise the accounts of Aspermont Limited and all of its controlled entities, 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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
2. significant accounting policies (continued)
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.
(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.
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2. significant accounting policies (continued)
(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.
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 statement of comprehensive income 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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
2. significant accounting policies (continued)
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.
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 other
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 other comprehensive income.
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2. significant accounting policies (continued)
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 through other comprehensive income. These
differences are recognised in the statement of comprehensive income in the period in which the operation is
disposed.
(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) Intangible Assets
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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
2. significant accounting policies (continued)
Intangible assets acquired as part of an acquisition
Intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if
the asset is separable or arises from contractual or legal rights, and the fair value can be measured reliably on
initial recognition. Purchased intangible assets are initially recorded at cost and finite life intangible assets are
amortised over their useful economic lives on a straight line basis.
Where amortisation is calculated on a straight line basis, the following useful lives have been determined for
classes of intangible assets:
Trademarks:
Customer & Subscription Contracts:
10 years
5 years
(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.
(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), 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.
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2. significant accounting policies (continued)
(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.
(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 Tax Office. In these circumstances, the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in
the statement of financial position are shown inclusive of GST.
(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. An impairment of $225,699 has been recognised for the year ended 30 June 2011 related to
our investment in Kondinin, see note 25 for further discussion.
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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
2. significant accounting policies (continued)
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.
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 impairment loss is recognised in profit or loss within other expenses. When a trade receivable
for which an impairment allowance had been recognised becomes uncollectible 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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2. significant accounting policies (continued)
(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
IFRS 10
Title
Consolidated Financial
Statements
IFRS 11
Joint Arrangements
IFRS 13
Fair Value Measurement
2009-12
Amendments to Australian
Accounting Standards
AASB 124
Related Party Disclosures
IAS 1
Presentation of Financial
Statements
Effective Date
Financial Years
Beginning
1 January 2013
1 January 2013
1 January 2013
1 January 2011
1 January 2011
1 July 2013
Summary
Introduces certain changes to the
consolidation principles, including
the concept of de facto control
and changes in relation to the
special purpose entities. The
AASB has not yet updated the
Australian equivalent of IFRS 10.
Introduces certain changes to the
accounting for joint arrangements.
Joint arrangements will be
classified as either joint
operations (where parties with
joint control have rights to assets
and obligations for liabilities) or
joint ventures (where parties with
joint control have rights to the
net assets of the arrangement).
Joint arrangements structured as
a separate vehicle will generally
be treated as joint ventures and
accounted for using the equity
method. The AASB has not yet
updated the Australian equivalent
of IFRS 11.
Establishes a single framework
for measuring fair value of
financial and non-financial items
recognised at fair value on the
balance sheet or disclosed in the
notes to the financial statements.
The AASB has not yet updated the
Australian equivalent of IFRS 13.
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.
Revised standard. The definition
of a related party is simplified to
clarify its intended meaning and
eliminate inconsistencies from the
application of the definition.
IAS 1, amended in June 2011,
introduces amendments to align
the presentation items of other
comprehensive income with US
GAAP. When the standard is first
adopted, there will be changes to
the presentation of the statement
of comprehensive income.
However, there will be no impact
on any of the amounts recognised
in the financial statements.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
2. significant accounting policies (continued)
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.
3. Parent entity information
The following details relate to the parent entity, Aspermont Limited, at 30 June 2011. The information
presented here has been prepared using consistent accounting policies as presented in note 2.
Current assets
Non-current assets
2011
$000
3,533
30,708
2010
$000
5,763
31,517
total assets
34,241
37,280
Current liabilities
Non-current liabilities
5,197
12,204
5,899
12,579
total liabilities
17,401
18,478
Contributed equity
Retained earnings/ (accumulated losses)
Option reserve
Other reserves
total equity
49,125
(30,659)
135
(1,761)
49,125
(29,240)
135
(1,218)
16,840
18,802
Profit/ (loss) for the year
Other comprehensive income/ (loss) for the year
(1,254)
(708)
461
(1,187)
total comprehensive income/ (loss) for the year
(1,962)
(726)
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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4. Revenue
Continuing operations:
Sales revenue – subscriptions & advertising
Conferencing revenue
Other income:
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
Consolidated
2011
$000
18,350
6,630
24,980
38
–
616
(2,277)
–
122
(1,501)
2010
$000
15,571
5,334
20,905
36
196
1,309
592
(236)
165
2,062
23,479
22,967
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
intangible assets
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 –
BDO Audit (WA) Pty Ltd
Auditing or reviewing the accounts – BDO UK
Other services – technical consultation –
BDO (WA) Pty Ltd
Other services – technical consultation – BDO UK
Auditing or reviewing the accounts – MSI Marsdens
2011
$000
8,851
40
55
932
498
226
480
220
715
(33)
600
64
22
23
6
–
2010
$000
8,122
77
64
1,038
687
–
475
241
786
(33)
634
58
23
7
4
43
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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
Prior year adjustments
Decrease in income tax expense due to:
Change in tax rates
Non-assessable income
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
Share 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
2011
$000
675
(611)
-
64
227
68
43
–
(65)
18
64
29%
298
377
(42)
633
(816)
1,029
2,655
2,868
171
529
18
718
2010
$000
310
286
62
658
1,734
520
182
62
(16)
(90)
658
38%
411
(101)
(12)
298
(493)
1,712
3,822
5,041
190
569
34
793
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6.
Taxation (continued)
(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 2010
Net revaluations during the current period
At 30 June 2011
Fair value gain adjustments
At 1 July 2010
Net revaluations during the current period
At 30 June 2011
Other
At 1 July 2010
Net foreign exchange reserve adjustment during the
current period
At 30 June 2011
Consolidated
2011
$000
2010
$000
(493)
(323)
(816)
1,712
(683)
1,029
3,822
(1,167)
2,655
–
(493)
(493)
1,578
134
1,712
3,822
–
3,822
Total deferred tax liabilities
2,868
5,041
The movement in deferred tax assets for each
temporary difference during the year is as follows:
Provisions
At 1 July 2010
Net changes during the current period
At 30 June 2011
Recognition of carried forward losses
At 1 July 2010
Net changes during the current period
At 30 June 2011
Other
At 1 July 2010
Net revaluations during the current period
At 30 June 2011
Total deferred tax assets
190
(19)
171
570
(41)
529
34
(16)
18
718
238
(48)
190
635
(65)
570
32
2
34
793
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
6.
taxation (continued)
(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
323
493
(e)
Tax expense/ (income) relating to items of
other comprehensive income
Financial assets reserve
323
493
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.
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7. Receivables
Information about the Group’s exposure to interest rate risk and credit risk is provided in note 20.
current
Trade receivables
Allowance for impairment
Other receivables
Non-Current Trade receivables
Consolidated
2011
$000
3,728
(121)
1,556
5,163
31
2010
$000
2,320
(329)
1,075
3,066
-
(a) Impaired trade receivables
As at 30 June 2011 current trade receivables of the Group with a nominal value of $121,000 (2010 –
$329,010) were impaired. The amount of the allowance was $121,000 (2010 – $329,010). The individually
impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations.
The ageing of these receivables is as follows:
Consolidated
1 to 3 months
Over 3 months
2011
$000
14
107
121
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
2011
$000
329
58
(65)
(201)
121
2010
$000
57
272
329
2010
$000
428
74
(59)
(114)
329
The creation and release of the allowance for impaired receivables has been included in “other expenses” in
the statement of comprehensive income. Amounts charged to the provision are generally written off when
there is no expectation of recovering additional cash.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
7. Receivables (continued)
(b) Past due but not impaired
As at 30 June 2011, trade receivables of $1,797,000 (2010: $998,492) were past due but not impaired.
The ageing analysis of these trade debtors is as follows:
Consolidated
2011
$000
1,682
115
1,797
2010
$000
819
179
998
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.
8. other financial assets
current
Financial assets at fair value through profit or loss (i)
Other
Non – current
Financial assets at fair value through other
comprehensive income (i)
Financial assets at fair value through other
comprehensive income (ii)
Financial assets at cost through other comprehensive
income (iii)
Other
Consolidated
2011
$000
1,101
2
1,103
2010
$000
3,877
10
3,887
1,343
2,057
185
323
25
675
25
1,876
2,757
(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 investments and therefore not on observable market
data. (Level 3)
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8. other financial assets (continued)
In 2011 the former EnviroEnergy Resources Ltd was restructured and renamed Powerhouse Energy Group Plc
which was listed on the United Kingdom’s AIM marketplace. In 2011 Water Resources Group Limited was
listed on the ASX marketplace. These investments were thus reclassified to the Level 1 category.
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
The Group has classified most of its investments as fair value through other comprehensive income because
they are investments that the Group intends to hold for the longer term. New Guineas Energy Limited is the
only significant investment where the fair value is classified through profit or loss.
Equity investments held at year-end:
Fair Value
New Guinea Energy Limited
Water Resources Group Ltd
Advent Energy Ltd
Powerhouse Energy Group Plc (formerly EnviroEnergy
Resources Ltd)
Private Media Group Pty Ltd
Other
cost
Magyar Mining Ltd
Consolidated
2011
$000
1,077
711
100
632
85
26
2,631
323
323
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
9. investments accounted for using the equity method
(a) Movements in carrying amounts
Carrying amount at the beginning of the financial year
Acquisition of associates during the year
Sale of associates during the year
Associates becoming a subsidiary during the year
Dividends received
Share of profits after income tax
Carrying amount at the end of the financial year
Consolidated
2011
$000
1,783
63
–
(1,430)
(24)
(63)
329
2010
$000
2,526
1,473
(2,482)
–
(40)
306
1,783
(b) Summarised financial information of associates
2011
Ownership
Interest
WME Media Pty Ltd
Kondinin Information
Services Pty Ltd **
30%
30%
Assets
$000
441
–
Liabilities
Revenues Profit/ (Loss)
$000
$000
$000
112
–
401
558
(19)
(44)
441
112
959
(63)
2010
Ownership
Interest
WME Media Pty Ltd
Kondinin Information
Services Pty Ltd
Tonkin Corporation *
30%
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
The Group’s share of the results of its principal associates and it’s aggregated assets (including goodwill) and
liabilities are as follows:
All of the above associates are incorporated in Australia.
* Tonkin Corporation purchased Aspermont’s 49% share in May 2010.
** The Company became the sole shareholder of Kondinin Information Services in January 2011, see note 25.
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10. Plant and equipment
Consolidated
Plant and equipment – at cost
Accumulated depreciation
Equipment under finance lease – at cost
Accumulated depreciation
2011
$000
1,616
(1,301)
315
237
(161)
76
2010
$000
1,388
(1,149)
239
237
(138)
99
Total plant and equipment
391
338
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
10. Plant and equipment (continued)
(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 2009
1,403
237
1,875
Additions
Currency movements
Reclassed
24
(39)
-
-
-
-
Balance at 30 June 2010
1,388
237
Additions
Currency movements
Acquisition of subsidiary
Disposals
162
(11)
143
(66)
Balance at 30 June 2011
1,616
accumulated depreciation
Balance at 1 July 2009
Depreciation expense
Currency movements
Reclassified
(1,082)
(106)
39
-
Balance at 30 June 2010
(1,149)
Depreciation expense
Currency movements
Acquisition of subsidiary
Disposals
(98)
(9)
(61)
16
-
-
-
-
237
(106)
(32)
-
-
(138)
(23)
.
-
-
Balance at 30 June 2011
(1,301)
(161)
Net book value
As at 30 June 2010
As at 30 June 2011
239
315
99
76
(b) Leased plant and equipment
Total
$000
3,515
24
(39)
-
-
(1,875)
(1,875)
-
-
-
-
-
-
(964)
-
-
964
(0)
-
-
-
-
(0)
(0)
(0)
1,625
162
(11)
143
(66)
1,853
(2,152)
(138)
39
964
(1,287)
(121)
(9)
(61)
16
(1,462)
338
391
The parent entity leases assets under a number of finance lease agreements. At 30 June 2011, the net
carrying amount of leased plant and equipment was $75,614 (2010: $98,861). The leased equipment
secures lease obligations.
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11. Intangible assets
Goodwill on acquisition
Software
Purchased mastheads
Other *
Foreign exchange reserve movement
Consolidated
2011
$000
16,262
1,063
12,284
3,870
(7,877)
25,602
2010
$000
16,262
1,053
12,284
2,781
-
32,380
* The net movement after amortisation in other intangible assets of $1,089 is a result of the Company
becoming the sole shareholder of Kondinin Information Services Pty Ltd in January 2011 – refer to note 25.
(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.
2011
Australia
$000
2011
UK
$000
Total
$000
2010
Australia
$000
2010
UK
$000
Total
$000
Goodwill
Conferencing
144
–
144
144
–
144
Publishing
(print & online)
Foreign exchange
reserve
Software
Cost
Accumulated
amortisation
Purchased
mastheads
Mastheads
(print & online)
Foreign exchange
reserve
13,057
3,061
16,118
13,057
3,061
16,118
(3,901)
(935)
(4,836)
9,300
2,126
11,426
13,201
3,061
16,262
2,575
28
2,603
2,320
(1,512)
(28)
(1,540)
(1,267)
–
–
2,320
(1,267)
1,063
(0)
1,063
1,053
–
1,053
2,324
9,960
12,284
2,324
9,960
12,284
–
(3,041)
(3,041)
–
–
–
2,324
6,919
9,243
2,324
9,960
12,284
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
11. intangible assets (continued)
other intangible
assets
Acquired
intangible assets
Accumulated
amortisation
Other
Total Intangible
Assets
1,175
(86)
–
–
1,175
(86)
–
2,781
2,781
1,089
2,781
3,870
–
–
–
–
–
–
–
–
2,781
2,781
2,781
2,781
13,776
11,826
25,602
16,578
15,802
32,380
(b) Key assumptions used for value-in-use calculations
2011
2010
Growth
rate *
Discount rate
Growth
rate *
Discount rate
Conferencing
Publishing (print & online)
– UK
Publishing (print & online)
– Australia
10%
10%
10%
11%
11%
12%
10%
10%
10%
10%
10%
11%
* 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
The Company incurred an impairment charge of $225,699 as a result of becoming the sole shareholder of
Kondinin Information Services Pty Ltd (2010: nil).
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12. trade and other payables
Current
Unsecured liabilities
Trade payables
Sundry creditors and accrued expenses
Annual leave payable
Dividend payable to related parties (see note 19)
Consolidated
2011
$000
1,094
2,978
395
233
4,700
2010
$000
865
2,546
366
241
4,018
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.
13. income in advance
Opening balance
Movement during the year
Consolidated
2011
$000
2,823
2,303
2010
$000
2,188
635
5,126
2,823
Income in advance relates to subscription, advertising and event revenue received prior to services rendered.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
14. Borrowings
Current
Finance lease liability
Secured loans from bank
Non-Current
Unsecured liabilities
Consolidated
2011
$000
26
1,250
1,276
2010
$000
25
2,100
2,125
Loans from related parties (see note 19)
3,035
3,155
secured liabilities
Finance lease liability
Secured loans from bank
189
4,625
7,849
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 9.5%. 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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15. Provisions
Non-current
Long service leave entitlements
16. issued capital
Consolidated
2011
$000
171
2010
$000
159
Consolidated
2011
$000
2010
$000
236,710,493 fully paid ordinary shares
(2010: 236,710,493)
49,125
49,125
(a) Ordinary shares
At the beginning of the reporting period
49,125
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
-
-
2,903
(63)
At reporting date
49,125
49,125
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.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
16. issued capital (continued)
(b) Options
The establishment of the Executive Option Plan was approved by the directors in April 2000. The Executive
Option Plan is designed to retain and attract skilled and experienced board members and executives and
provide them with the motivation to make the company successful. Participation in the plan is at the Board’s
discretion.
The exercise price of options issued will be not less than the greater of the minimum value set by the ASX
Listing Rules and the weighted average closing sale price of the company’s shares on the ASX over the five
days immediately preceding the day of the grant, plus a premium determined by the directors.
When shares are issued pursuant to the exercise of options, the shares will rank equally with all other
ordinary shares of the company.
The table below is a summary of options granted under the plan:
Balance at
start of the
year
Number
Granted
during the
year
Number
exercised
during the
year
Number
Forfeited
during the
year
Number
Balance at
end of the
year
Number
exercise
Price
Vested and
exercisable
at end of the
year
Number
Grant Date expiry Date
consolidated and parent
entity – 2011
01-Oct-05
30-Sep-10
22.5c
1,000,000
1,000,000
–
–
–
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
Vested and
exercisable
at end of the
year
Number
Grant
Date
expiry Date
exercise
Price
consolidated and parent
entity – 2010
– 9,000,000
–
–
–
1,000,000
1,000,000
–
–
750,000
–
150,000
–
500,000
–
–
–
–
–
–
– 10,400,000
1,000,000
1,000,000
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
–
–
–
–
–
–
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16. issued capital (continued)
(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 current year reserve includes a $6.7 million adjustment related to
goodwill and masthead intangible assets and related deferred tax liabilities denominated in British Pound
Sterling which has declined in value against the Australian dollar. 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 (equity).
The gearing ratios at 30 June 2011 and 2010 were as follows:
Consolidated
Total borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2011
$000
13,825
(2,718)
11,107
15,308
2010
$000
14,931
(774)
14,157
22,526
26,415
36,683
42%
39%
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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 *
Kondinin Information Services Pty Ltd
Place of
Incorp.
Class of
share
Economic Entity
Interest
2011
%
2010
%
NSW
NSW
VIC
NSW
NSW
NSW
VIC
WA
NSW
WA
UK
UK
UK
WA
Ord
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
100
30
* The investments in these non-trading subsidiary companies have been provided for in full and are written
down to nil.
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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
2011
$000
2010
$000
2,718
2,718
774
774
Profit/ (loss) after income tax
163
1,076
Non-cash flows in profit/ (loss)
Profit on sale of non current assets
Depreciation
Write-downs to recoverable amount
Share of (profit)/ loss of associates net of dividends
received
Shares consideration received
Net liabilities from acquisition excluding cash
Exchange rate movements
Unrealised gains on investments
Change in assets and liabilities:
(Increase) decrease in accounts receivable
(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
Net cash provided/ (used in) operating activities
(616)
480
263
63
–
(429)
1,134
2,277
(2,128)
803
2,303
(121)
12
335
(2,098)
2,441
(1,072)
475
–
(306)
(48)
–
(26)
(592)
(542)
(384)
311
(24)
14
44
208
(866)
Non-cash financing for the year included $18,353 (2010: $520,000) of investment securities provided to
directors to offset loans outstanding to the Group – as described in note 19.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
19. Key management personnel & 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
Ms. T Seeney
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
General Manager
Group Strategy and Consulting
(b) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Consolidated
2011
$000
2,129
104
2,233
2010
$000
1,523
99
1,622
Detailed remuneration disclosures are provided in the audited remuneration report on pages 11 to 16 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:
Balance
1/07/2010
Received as
Remuneration
exercised
expired
Balance
30/06/2011
1,000,000
–
–
(1,000,000)
–
Balance
1/07/2009
Received as
Remuneration
exercised
expired
Balance
30/06/2010
9,000,000
1,000,000
executives
Mr. H. Thong
500,000
–
–
–
–
–
(9,000,000)
–
–
1,000,000
–
(500,000)
–
2011
Directors
Mr. A.L. Kent and
beneficial interests
2010
Directors
Mr. C.J. O’Brien
Mr. A.L. Kent and
beneficial interests
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19. Key management & related parties disclosures (continued)
(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.
2011
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
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
Balance
7/1/2010
Net Change
purchased or (sold)
Balance
6/30/2011
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
500,000
22,605
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
500,000
22,605
Balance
7/1/2009
Net Change
purchased or (sold)
Balance
6/30/2010
110,100,000
23,169,943
1,600,000
1,500,000
1,600,567
500,000
21,275
6,825,000
1,525,057
100,000
75,417
100,036
1,330
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
500,000
22,605
(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) Liabilities and loans from director related entities
Liabilities to related parties are set out below. These include unclaimed dividends and loans to related parties
at interest of 9.5%. Repayment of related party loans is subordinated to the secured loans from bank.
Consolidated
Beginning of year
Loans received
Repayments
Interest charged
End of year
2011
$000
(3,396)
–
477
(349)
(3,268)
2010
$000
(2,851)
(759)
572
(358)
(3,396)
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
19. Key management & related parties disclosures (continued)
(g) Other transactions
The following fees were paid based
on normal commercial rates for work
performed:
Payment to Ileveter Pty Ltd associated
with a director, Mr. A.L. Kent, for office
accommodation.
Consolidated
2011
$000
2010
$000
462
436
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 three year term of the lease is 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.
In July 2011 the independent committee reached an agreement to pay Mr. Kent and Mr. Stark $0.6 million
each as an in-globo settlement of all claims, subject to shareholder approval in the upcoming annual general
meeting. These amounts have not been brought to account in these financial reports. 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.
(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
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20. Financial risk management (continued)
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 2011, 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 $177,000 higher/
lower (2010: $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 $1,930,000 higher/lower (2010: $2,476,000 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
2011
$000
282
282
EUR
2011
$000
92
92
USD
2010
$000
217
217
EUR
2010
$000
92
92
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 $85,000 lower/higher
(2010: $92,000 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 $27,000 lower/higher
(2010: $39,000 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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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
20. Financial risk management (continued)
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 or in other comprehensive income in the statement of comprehensive income for the year.
major listed equities
Valuation
at 30 June
2011
Valuation at
12 month
low
Valuation at
12 month
high
Valuation
at 30 June
2010
Valuation at
12 month low
Valuation at
12 month
high
2011
2011
2010
2010
$000
$000
$000
$000
$000
$000
New Guinea Energy Limited
(ASX: NGE)
Excaliber Mining Limited
(ASX: EXM)
Water Resources Group Ltd
(ASX: WRG)
Powerhouse Energy Group Plc
(AIM: PHE.L)
1,077
978
1,956
3,520
1,498
5,054
–
–
–
140
105
770
711
521
1,458
632
630
734
–
–
–
–
–
–
2,420
2,129
4,148
3,660
1,603
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 related party loans 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
Weighted
average
interest rate
2011
%
Balance
2011
$000
Weighted
average
interest rate
2010
%
Balance
2010
$000
Cash and cash equivalents
1.60%
2,718
1.31%
774
Financial liabilities
Bank loan
Related party borrowings
9.38%
9.50%
5,875
3,035
7.96%
8.59%
7,500
3,155
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20. Financial risk management (continued)
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 $67,000
lower/higher (2010: $65,000 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 major banking institutions.
The consolidated entity’s total capital is defined as the shareholders’ net equity plus net borrowings, and
amounted to $26 million at 30 June 2011 (30 June 2010: $37 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.
(c) Liquidity and capital risk
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 2011
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
4,072
1,286
233
756
–
8,333
5,358
989
8,333
–
–
–
4,305
10,375
4,305
9,125
14,680
13,430
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
20. Financial risk management (continued)
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
241
–
–
3,079
3,079
1,099
6,100
3,455
12,716
10,913
4,900
1,340
6,100
3,455
15,795
13,992
Interest payments are included in the borrowing amounts above and are projected using interest rates
applicable at 30 June 2011 and 2010. As the bank borrowings are subject to variable interest rates, future
interest payments are subject to change in line with market changes.
(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
2011
$000
2,718
5,163
2,446
508
25
10,860
4,305
9,125
13,430
2010
$000
774
3,066
3,877
2,732
35
10,484
3,079
10,913
13,992
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.
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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
2011
Revenue
Sales
AUS
UK
AUS
UK
AUS
UK
AUS
Total
$’000 $’000 $’000 $’000 $’000 $’000
$’000
$’000
8,682
5,039
4,316
313
1,434
5,196
–
24,980
Other revenue
52
–
5
–
5
–
(1,661)
(1,599)
total segment revenue
8,734
5,039
4,321
313
1,439
5,196
(1,661)
23,381
Result
Segment result
1,810
1,914
1,223
(47)
150
2,438
(1,661)
5,827
assets and liabilities
segment assets
16,709
3,324
614
(82)
6,930
4,235
2,766
34,496
Corporate assets
total assets
3,435
37,931
segment liabilities
6,376
1,999
3,170
124
849
2,060
551
15,129
Corporate liabilities
total liabilities
other segment
information
Investment in
associates (note 9)
329
Share of net profits of
associates (note 9)
(63)
Acquisitions property,
plant & equipment
Depreciation and
amortisation expense
101
73
–
–
6
8
–
–
47
–
–
–
196
94
–
–
3
3
–
–
5
8
7,494
22,623
329
(63)
162
382
–
–
–
–
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
21. segment information (continued)
segment Reporting
Print
online
conferencing
investments
AUS
UK
AUS
UK
AUS
UK
AUS
Total
$’000 $’000 $’000 $’000 $’000 $’000
$’000
$’000
2010
Revenue
Sales
Other revenue
34
–
46
–
2
–
1,860
5,963
6,050
3,304
254
1,368
3,966
–
20,905
1,942
total segment revenue
5,997
6,050
3,350
254
1,370
3,966
1,860
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
segment liabilities
4,413
1,603
2,445
67
581
1,051
551
Corporate liabilities
total liabilities
other segment
information
Investment in
associates (note 9)
1,783
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
–
–
7
8
–
–
–
–
1,565
45,778
10,711
12,541
23,252
1,783
306
23
475
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21. Segment information (continued)
Reconciliation of reportable segment profit or loss:
Total profit for reportable segments
Other income
Overheads
Interest
2011
$000
5,827
97
(4,765)
(932)
2010
$000
7,075
120
(4,423)
(1,038)
Consolidated profit/(loss) before income tax from
continuing operations
227
1,734
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 web sites and daily news services covering various
sectors including mining, energy and construction. 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 significant inter-segment transactions at this time.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
22. earnings/ (loss) per share (ePs)
Consolidated
2011
2010
(a) Basic earnings/ (loss) per share (cents per
share)
0.07
0.46
(b) Diluted earnings/ (loss) per share (cents
per share)
0.07
0.46
(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
163
1,076
Profit/ (loss) attributable to the ordinary equity
holders of the company used in calculating diluted
earnings per share
163
1,076
(d)
Weighted average number of shares used
as the denominator
Weighted average number of ordinary shares
outstanding during the year used in calculation of
basic and diluted EPS
236,710,493
233,281,096
Options
–
–
Weighted average number of ordinary shares
outstanding during the year used in calculation of
diluted EPS
Options granted to employees under the employee
option scheme are considered to be potential
ordinary shares and are 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.
236,710,493
233,281,096
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23. capital and leasing commitments
The operating lease commitments relate to the following:
Finance lease commitments
Payable – Minimum lease payments
Not later than 12 months
Between 12 months and 5 years
Minimum lease payments
Less future lease charges
Present value of minimum lease payments
operating lease commitments
Non-cancellable operating leases contracted for but not
capitalised in the financial statements:
Not later than 12 months
Between 12 months and 5 years
Consolidated
2011
$000
2010
$000
35
83
118
118
(11)
107
38
117
155
155
(23)
132
727
1,104
1,831
730
824
1,554
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 has reviewed and assessed 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.
In July 2011 the independent committee reached an agreement to pay Mr. Kent and Mr. Stark $0.6 million
each as an in-globo settlement of all claims, subject to shareholder approval in the upcoming annual general
meeting. These amounts have not been brought to account in these financial reports.
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Notes to the FiNaNcial statemeNts
For the year ending 30 June 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
25. Business combinations
(a) Summary of acquisition
On 17 January 2011 the parent entity became the sole shareholder of Kondinin Information Services
Pty Ltd (“KIS”). This occurred when KIS repurchased all of the shares held by Grain Growers Limited
(“GGL”). Previous to this transaction, the parent entity was a 30% shareholder in KIS and GGL was a 70%
shareholder.
This transaction added revenue of $1,220,000 and a net loss of $203,000 to the Group’s results in the year.
Transaction costs were not significant.
Using the valuation implied by the repurchase of shares from GGL, the parent entity recorded an impairment
of $225,699 on the value of its investment in KIS. This impairment left a remaining investment balance in
KIS of $1,203,491. This investment was funded with cash in the previous financial years:
Value of KIS investment at January 2011
Valuation of KIS based on GGA share buy-back
Impairment of KIS investment
Impairment of
Group investment
in KIS
$’000
1,429
1,203
226
The net investment in KIS of $1,203,491 was paid in cash in 2009 and 2010:
(b) Purchase consideration:
Cash paid
Total purchase consideration
Fair value of net identifiable assets acquired
– note (c) below
Customer/Membership base
Trademarks
Outflow of cash to acquire subsidiary
Cash consideration paid *
Less: Cash balance acquired
Inflow of cash
* $1,429,190 cash paid in prior years
$’000
1,203
1,203
28
831
344
1,203
Consolidated
2011
$’000
–
458
458
The parent entity will amortise the Customer / Membership base on a straight line basis over an estimated
useful life of five years and the Trademarks over an estimated useful life of ten years. This resulted in
amortisation expense of $86,000 in the current fiscal year.
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25. Business combinations (continued)
(c) Assets and liabilities acquired
The assets and liabilities arising from the acquisition are as follows:
Cash
Trade receivables
Other current assets
Property, plant & equipment
Trade payables
Income in advance
Employee provisions
Net assets
Fair Value –
Provisional Net
Assets Purchased
$’000
458
417
210
82
(255)
(681)
(203)
28
There were no business combinations in the 2010 fiscal year.
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DiRectoRs’ DeclaRatioN
In the directors’ opinion:
1.
the financial statements and notes set out on pages 22 to 70 and the remuneration report set out on
pages 11 to 16 of the Directors’ report are in accordance with the Corporations Act 2001, including:
(a) complying with Australian Accounting Standards, the Corporations Regulation 2001; and
(b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of
its performance for the financial year ended on that date; and
2.
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable; and
3. at the date of this declaration, there are reasonable grounds to believe that the members of the extended
closed group identified in note 17 will be able to meet any obligations or liabilities to which they are, or
may become liable.
Note 2 confirms that the financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
C. O’Brien
Director
Perth
31 August 2011
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aDDitiONal iNfOrmatiON fOr liSteD publiC COmpaNieS
As at 15 August 2011 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 (2010: 236,710,493) shares are held by 370 (2010: 383) individual holders. All issued
ordinary shares carry one vote per share.
Distribution of Shareholders Number
Category (size of holding)
2011
2010
Ordinary shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
45
30
81
112
102
370
46
32
81
124
100
383
The number of shareholdings held with less than marketable parcel is 79 (2010: 68).
b)
Share Options (Unquoted)
Number of Options
Number of Holders
Exercise Price
Date of Expiry
0
0
0
c)
Company Secretary
The name of the Company Secretary is Mr. John R. 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
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aDDitiONal iNfOrmatiON fOr liSteD publiC COmpaNieS
As at 15 August 2011 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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.
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
11,200,000
49.40%
10.43%
4.73%
h) 20 Largest Shareholders – Ordinary shares
Name
1 Drysdale Investments Limited
107,312,500
45.33%
Number of Ordinary
fully paid shares held
% Held of Issued
Ordinary Capital
2 Allan Dale Real Estate Pty Ltd
3 Cannavo Investments Pty Ltd
4 Annis Trading Limited
5 Glacier Media Inc
6 National Nominees Limited
7 A & C Gal Investments Pty Limited
8 Mr Alan Cowen
9 Allan Dale Real Estate Pty Ltd
10 Mr John Stark and Mrs Julie Stark
11 Mr Robert Miller
12 Chepan Pty Ltd
13 Mr Rhoderic Charles Whyte
14 Yarandi Investments Pty Ltd
15 Mr Robert Barrowman
16 Dr Carole Anne Jones
17 B F A Pty Ltd
18 Mr David Nizol
19 Mr Thomas George Klinger
20 Peterborough Nominees Pty Ltd
13,735,000
11,200,000
9,562,500
8,637,317
5,201,010
5,041,875
5,032,918
5,000,000
4,360,000
3,481,353
3,210,000
3,000,000
2,473,158
2,256,688
2,000,000
1,950,000
1,700,603
1,637,241
1,593,750
5.80%
4.73%
4.04%
3.65%
2.20%
2.13%
2.13%
2.11%
1.84%
1.47%
1.36%
1.27%
1.04%
0.95%
0.84%
0.82%
0.72%
0.69%
0.67%
198,385,913
83.79%
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NOTES
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NOTES
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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, 333 George 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