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A N N UA L R E P O R T
2012
Your global print, online and conferencing solution
2012
contentS
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Chairman’s Review
Board of Directors
Financial Highlights
Group CEO’s Report
Year in Review
UK Report
Mascus
Australia Report
Sectors and Services
Conferencing/Events
WME
01
02
04
05
06
07
08
09
10
12
13
Kondinin Training
Online/Mobile
Directors’ Report
Corporate Governance Report
Auditor’s Independence Declaration
Financial Statements
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Information
Notes
15
16
17
30
34
35
39
82
83
85
87
Directors
Andrew Leslie Kent
John Stark
Lewis George Cross
Colm O’Brien
David Nizol
Charbel Nader
Chris Maybury
Alex Kent – alternate director to Andrew Leslie Kent
company Secretary
John Detwiler
officers
Colm O’Brien – Chief Executive Officer, Group
John Detwiler – Chief Financial Officer
David Nizol – Chief Executive Officer (UK)
Trish Seeney – General Manager (Australia)
Mark Davies – Group Strategy and Consulting
Registered office
613-619 Wellington St, Perth WA 6000
Telephone: (08) 6263 9100
Facsimile: (08) 6263 9148
Postal Address
PO Box 78, Leederville WA 6902
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
150 Stirling Hwy, Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Stock exchange Listing
ASX Limited
ASX Code: ASP
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
2012
chAiRmAn’S RevieW
Dear Shareholders,
Aspermont Limited’s Board and management
once again thank you for your kind support.
In the past financial year, Aspermont has
achieved record revenues and improved margins
across the group.
Other key achievements include:
• A larger family of delivery platforms;
• Greater skills in marketing and channel
management;
• More business-to-business sectors covered;
• Broader geographic positioning; and
• Reduced bank debt.
Aspermont has entered into more associations
and partnerships during 2011-12 than ever
before, announcing significant joint ventures and
acquisitions.
There have been many outstanding performances
during the year. In particular, the events business
team excelled far beyond all budget expectations.
Aspermont Ltd continues to see considerable
growth potential in the energy and natural
resources sectors, where there are more than
$A600 billion worth of projects in the pipeline,
almost half of which are committed.
World markets are managing turmoil with less
volatility as the world continues to sort out its
OECD vs emerging market balance.
In the media sector, there have been winners
and losers during the past year. Those in the
“new wave” continue to be successful while
the traditionalists make difficult changes. It is
becoming clearer that some will adjust and
some will fail.
Aspermont has concluded that to be a productive
player it will continue down the path of:
• Broader sector coverage;
• Broader geographic positioning;
• Software development;
• Acquisition of B2B-related engines;
• Multi-platform delivery; and
• Unique content.
Communications continues to bring greater
transparency and more vivid content.
While the leaders and game changers in this
sector are still only just testing their feet.
Aspermont Ltd will maintain its deep
commitment to the business-to-business
sectors it covers.
The constant development of greater depth in
our platforms, designed to deliver our unique
content, coupled to a never-ending drive to
expand globally, has resulted in strong spending
and modest budget forecasts for the coming year.
Having said that, as I write conditions have never
been better.
Finally, the recent addition of Chris Maybury to
the Aspermont Board will add further depth to
the Board and ensure your company continues
on its growth path.
Yours sincerely,
Andrew Kent
Executive Chairman
Aspermont Limited
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Postal Address
PO Box 78, Leederville WA 6902
Website
www.aspermont.com
Share Registry
Advanced Share Registry Services
150 Stirling Hwy, Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
Stock exchange Listing
ASX Limited
ASX Code: ASP
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
BoARD of DiRectoRS
Structure of the Board
The Board currently comprises seven 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 and 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, 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 a
member of Aspermont’s Audit and Risk Committee
and Remuneration 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 a
member of Aspermont’s Audit and Risk Committee
and 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.
charbel nader l Vice Chairman and
Non-Executive Director
Mr Charbel Nader has extensive experience in
corporate finance and strategic advisory roles and
is presently an Executive VP and co-founder of
NASDAQ listed Australia Acquisition Corp. 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
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e-Ventures, Ernst & Young and having been retained
in-house by PBL/Nine Network and CPH Capital.
He is the lead independent director and Chairman
of the Audit and Risk Committee and Remuneration
Committee.
chris maybury l Non-Executive Director
Mr Chris Maybury is Chairman of Beacon Events
and the most recent addition to Aspermont’s Board
of Directors, joining in August 2012. He has
extensive experience in leadership roles with retail,
media and event management organisations,
having led International Institute of Research (IIR)
to become the world’s largest conference and
performance-improvement group with revenues of
$US900 million. He also holds directorships of a
range of private property development and holding
companies.
John Detwiler l Company Secretary
Mr John Detwiler is a Certified Practising
Accountant with more than 25 years of financial
and corporate accounting experience at private and
listed international companies. Joining Aspermont
as Company Secretary and Chief Financial Officer
in June 2010, Mr Detwiler brings strong operational
and strategic skills to the company.
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finAnciAL highLightS
SummARy of ReSuLtS
media Business
Revenue
EBITDA before share option expense
investment Portfolio
Change in fair value of investments
Realised gains on investments
Aspermont Limited consolidated
Revenue
Net profit attributable to equity
holders of the parent entity
Dividends/distributions
Up
Up
Loss
Gain
Up
Down
31%
28%
31%
58%
A$’000
32,806
4,377
A$’000
(617)
60
A$’000
32,806
(258)
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)
Media EBITDA
($000)
2012
2011
2010
2009
2008
32,806
24,980
22,9672
9
24,729
19,263
2012
2011
2010
2009
2008
879
4,377
3,429
,
4,222
R
Reported
Normalised*
1,611
4,740
Net Profit
After Tax ($000)
Market Capitalisation
($000)
2012
(258)
2011
163
2009
2010
2008
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1,076
R
p
(
N
3,
)
Reported
(484)
Normalised*
3,113
2,
2345
25,065
18,880
33,139
2012
2011
2010
2009
2008
56,513
79,336
2012
gRouP ceo’S RePoRt
Dear Shareholders,
The past 12 months have further illustrated
the new world in which media businesses
operate. Not only are we challenged with the
ongoing turbulence in global markets, but the
fundamental shift in mainstream media business
models, particularly in Australia, has been
enormous.
However, a recent PWC four-year forecast
to 2016, predicting compounded growth of
3.4% in the global B2B Business Information
Sector to an annual spend of $US226.3 billion,
illustrates there is still a large market for growth,
particularly in emerging markets.
Aspermont’s view remains that expansion across
new geographies, new sectors and new products
will continue to drive our annual growth.
The group continues to invest in technology,
acquisitions and management to ensure we
remain competitive.
Aspermont has achieved a growth rate this year
of 31% in revenue. The Group has undertaken
a number of strategic steps to further our
growth over the coming years. The strategy
for Aspermont is ensuring we have sufficient
presence in non-resources based sectors and it’s
pleasing to note that this coming financial year
will see 34% of our Australian revenue derived
from the non-resources sectors of agriculture,
construction and environment. Our acquisition
of WME – the leading Australian environment
publisher – was a further consolidation of this
strategy.
The past three years have seen large growth
across our event businesses. During 2011-12
we have put in place a global structure for
our events offering. The partnership created
with Beacon Events, of which Aspermont is
the majority shareholder, will allow far greater
efficiency in researching and launching new
events, expanding our current Mines and Money
offering and the expansion of Events into new
sectors and geographies.
With a 28% increase in our media EBITA, we
are well-positioned for 2012-13. We have strong
forward sales, new projects in the pipeline and a
highly skilled workforce to deliver results.
It remains for me to sincerely thank our staff,
customers, shareholders and my fellow directors
for their ongoing support.
Yours sincerely,
Colm O’Brien
Group Chief Executive Officer
Aspermont Limited
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Operating Revenue
($000)
Media EBITDA
($000)
2012
2011
2010
2009
2008
32,806
24,980
22,9672
9
24,729
19,263
879
R
Reported
Normalised*
1,611
4,740
4,377
3,429
,
4,222
Net Profit
After Tax ($000)
Market Capitalisation
($000)
2012
(258)
2011
163
2009
2010
2008
1,076
R
p
(
N
3,
)
Reported
(484)
Normalised*
3,113
2,
2345
25,065
18,880
33,139
56,513
79,336
2012
2011
2010
2009
2008
2012
2011
2010
2009
2008
yeAR in RevieW
Media Business Revenue up $A7.8 million (31%)
to $A32.8 million (2011: $A25 million)
Operating EBITDA from Media Business of $A6.0 million,
compared to $A3.4 million in previous year
Increase in cash at hand, from $A2.7 million in June 2011
to $A4.3 million in June 2012
Major expansion of the international Mines and Money
conference delivered largest contribution to growth
Revenue growth across
all media
channels
and geographies
Further bank debt reduction of
$A1.25 million in the year to $A4.625 million
Acquisition of
WME
Waste Management and
Environment Media
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Revenue growth across
all media
channels
and geographies
UK report
Dear Fellow Shareholders,
Another year, another outstanding performance
from your London operation, despite less than
positive economic sentiment echoing around the
world’s financial corridors.
More events, more geographical expansion,
a bigger profile ... and all of the benefits that
come with this sort of expansion and this sort of
partner ... reality and perception.
Revenues were up across the board on last year.
In total, they were up £2,256k, or 34%.
On-page and online advertisement revenues
were 29% up, subscription revenue was 4%
up, and conference/exhibition revenue up an
enormous 45%.
Costs at £4,787.9k were £318.3k (7%) up on
the previous year.
Against budget, revenues were £1,964k, or
28.7% up, costs were £190k up, and EBITDA at
£4,179k was £1,774k (73.8%) ahead.
Margin against last year’s 34.5% was 47.5%,
and against a budget, 35.1%.
EBITDA for the year was £4,179k, against
budget EBITDA of £2,404k.
We are now ready for a significant phase
of investment to take the business to a new
plateau.
The creation of the new events conglomerate,
with our outstanding Beacon Events (Mines and
Money/Hong Kong, Mines and Money/Australia
and Resourceful Events/Sydney) partner, has
been recently, formally conceived and promises
so much.
On the publishing front, the continued evolution
of the group online mining portal, the relaunch
of the world-renowned Mining Journal, and the
focus on subscription development bodes well.
There are also plans afoot to further expand the
generic commercial footprint of our stable of
monthly magazines.
We remain first and foremost an accomplished
publishing unit of some significance.
The combination of print, online, subscription
and event excellence remain our strength and the
engine room to drive us to new levels.
It has been a year of further expansion and
change ... with more to come ... also one of
achievement and trials. We have come out of
it pretty well.
Thank you for your continued, welcome and
wise support.
Yours sincerely,
David Nizol
Chief Executive Officer
Aspermont UK
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neW ventuRe: uSeD equiPment
Part of the overall Aspermont product strategy
includes delivery of an equipment offering on
our websites and the opportunity to partner with
MASCUS arose for Aspermont Australia in early
2011. The platform is a simple and effective
classified site offering dealers the opportunity to
cost effectively list their inventory and to utilise
mobile technology.
MASCUS is a global used equipment website
developed and licensed by Alma Media – a major
media company based in Helsinki, Finland.
The website covers key machinery sectors
including mining, construction, agriculture,
trucks and transport, forestry, materials
handling and groundscare. Spare parts and new
equipment sales will be launched in late 2012.
Subscription packages cater for dealers with
small inventories through to those with a large
number of machines and rapidly changing stock.
The offer includes an inventory management tool
called the MASCUS PLUS Solution. This enables
clients to simultaneously list and manage
inventory on their own website and MASCUS.
In July 2012, Aspermont became a majority
shareholder (51%) in MASCUS Australia
with licences covering Australia, New
Zealand, Indonesia, Malaysia and Singapore.
An aggressive strategy is being rolled out to
establish a significant sales presence in WA,
NSW and Queensland. Used equipment is a
highly competitive market with some major
operators already established in Australia.
However the combination of a robust platform,
delivery to targeted audiences through the
various Aspermont websites, known Aspermont
brands carrying supporting print advertising
and the packaging of banner space advertising
with existing online products is expected to
deliver an increase in market share.
The global perspective of MASCUS offers
significant opportunity in the future as Aspermont
continues to expand worldwide.
More than 2 million unique visits
per month
More than
230,000
current ads for used machinery
and equipment globally
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AuStRALiAn RePoRt
Dear Shareholders,
Change has become a constant in our market
and 2012 saw changes, challenges and new
records set with our largest ever editions of
Australia’s Mining Monthly and RESOURCESTOCKS
published in the first quarter.
Print continues to be a very strong contributor to
revenue, delivering 14% growth on the previous
year.
PNG Report, first published in 2011, delivered
improving advertising revenues during the year
with a record edition in June of 100 pages. Strong
reader feedback that the quality and breadth of our
editorial coverage sets us apart from competitors
and the relationship that has been built with key
business in PNG provides a solid foundation for
further growth in the future.
After a very strong year in online advertising
revenues in 2010, revenue in 2011 was flat for our
mining and energy websites. MiningNewsPremium
underwent a basic redesign to freshen the home
page. An Asia Watch section was also launched on
EnergyNewsPremium.net. International Longwall
News moved to twice-daily editions with a morning
newsletter servicing the Australian/Asian market
and an afternoon newsletter with content suited to
the US market. ConstructionIndustryNews.net and
PNGIndustryNews.net both recorded growth.
Professional Placements in MiningNewsPremium
was launched as a twice weekly newsletter product
and allocated a full-time sales resource to grow
this lucrative sector. In the first half of the 2013
financial year, a Mining Jobs Board will be added
as a result of our relationship with Jobserve –
partners in our Energy Jobs Board.
Subscriptions revenue grew by 21% as we realise
the flow-on effects of renewing subscribers from the
previous year, the full benefits of our data feeds
into trial subscriptions and the unique properties
our ASMA subscription system provides.
With a new mobile design/development platform in
place, new revenue streams become available to
Aspermont through the sale of mobile advertising
and mobile websites to advertisers to enhance their
information delivery.
In January 2012, the acquisition of WME Media
added two print products and an online offering
– WME magazine, published monthly; the bi-
monthly niche title Inside Waste and the redesigned
and relaunched Business Environment Network
website, which includes unique Business, Waste
and Water channels. Editorial and sales operate
from Aspermont’s Sydney offices and a small office
in Brisbane. We have integrated management,
marketing, production, subscriptions and
distribution services into Perth.
Our first full year running Kondinin Group saw
1000 new members join and we successfully
relaunched the website on the Aspermont platform
to enable integration into our CMS and ASMA
subscription system. Design and content changes
to the publication Farming Ahead and growth in
advertising revenue saw a much improved product
and service offering to members.
The Kondinin/ABC Australian Farmer of the Year
Awards, held in Sydney in September 2011, were
a resounding success and sponsorship and entries
for the 2012 event will be at record levels. Our
commitment to ongoing and independent research
projects remains a core membership offering
with projects determined by the annual National
Agricultural Survey that is completed by members.
Kondinin Contract Publishing Services revenue did
not achieve expected results due to cutbacks within
both state and federal government sectors but
remains a key business unit within Kondinin Group.
First quarter trading of 2013 has provided significant
challenges but the ongoing investment we have
made to improve and expand existing products,
launch new products, grow and empower our people
and remain innovative in the way we do business
positions us well to maximise market share.
Yours sincerely,
Trish Seeney
General Manager
Aspermont Australia
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mining
eneRgy
conStRuction
enviRonment
AgRicuLtuRe
Australian
www.mascus.com.au
Global
BBBusiness EEE nvironment NNN etwork
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cRoSS SectoR/geogRAPhic focuS
Over the past financial year, Aspermont has continued its expansion across
sectors and geographies, ensuring industry decision makers are provided with the
information they need to succeed. Acquisitions and new product launches have
seen product growth across print, online and events. This has been boosted by an
increase in readership, traffic and event attendance, leading to healthy revenue
growth for the group and a continued broadening of risk and reward.
Environment
With the full acquisition of long-time associate
WME Media, Aspermont increases its stake
in the waste management and environment
media sector. With the flagship WME magazine
recognised as Australia’s leading title in the
area of environmental business, Aspermont
has positioned itself as a major player and will
continue to explore additional opportunities for
this growing sector.
Agriculture
Since acquiring Kondinin Group in January
2011, there has been a dedicated focus on
improving processes, stabilising the workforce
and growing revenue across the various areas
of business. The past year has seen a vast
improvement in paid membership numbers,
growing advertising revenue and solid traffic
figures to the website. Kondinin Group Industry
Training has renewed its Registered Training
Organisation status for another five years and
continues to focus on growing its portfolio of
training services across Australia. The Australian
Farmer of the Year Awards has grown since
its inception in 2010 and in 2012 attracted a
record number of nominations and sponsorship
across all 11 categories. Research Reports,
which run each month in Farming Ahead
magazine, are now being syndicated to South
African publisher Media24 for translation into
Afrikaans and inclusion in Landbouweekblad,
the organisation’s leading agricultural
publication. Aspermont continues to explore
growth opportunities in this key sector.
Mining
The mining sector continues to be the dominant
force for Aspermont. Despite continued news
of China’s slowdown and the potential fallout
for the mining industry, Aspermont’s flagship
brands including Mining Journal, Australia’s
Mining Monthly, MiningNews.net and the
Mines and Money conference series have led
the company’s strong performance over the
past year. Resourceful Events, Aspermont’s
Sydney-based conference division, increased
its offerings significantly with a focus on niche
events delivered around Australia. Aspermont
also participated in a record number of third-
party events to ensure continued and growing
exposure to the ever-changing mining market.
Energy
The appointment of a dedicated Energy Editor in
Australia highlights the increasing demand for
information across coal, oil and gas industries.
The sector provides significant opportunities
for further expansion of print, online and
conferencing products into Asia, with a new
coal-focussed print publication due for launch in
FY 2013.
A continued focus on content refinement
and additional growth in event attendance is
expected in the regions in which Aspermont
currently operates, while longer term expansion
into other regions is envisaged.
Construction
The construction industry provides a number of
niche sub-sector opportunities for Aspermont’s
media business. Print titles include Contractor,
Cranes and Lifting, Trenchless World and World
Tunnelling, each complemented by associated
websites, continue to attract dedicated readers
including representatives of many industry
associations. The addition of MASCUS used
equipment classifieds into the Aspermont
Australian-based stable provides added value to
audiences in the construction sector, as well as
across the group’s other areas of focus.
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ASPeRmont eventS PoSitioneD
foR Long-teRm gLoBAL gRoWth
At the conclusion of this year Aspermont
consolidated its partnership with Beacon Events
to create a long-term events offering across
sectors and geographies. The business is now
operational and headed up by Aspermont’s
David Nizol as CEO. The historic success of
Mines and Money from its inception in 2003
as a single London event to its now four
international offerings, has provided a strong
platform for growth.
The plans for the next three years represent
a mixture of furthering the existing brands
with plans for both new Mines and Money
and a continued evolution of the current
conferences. Coupled with this the new business
will start to expand the more niche-based
events that currently are undertaken within
the Australian Resourceful Events business
model. The inclusion of the existing Beacon
Events into the partnership will see the group
offer non-resources based events including
Compliance, Gaming, Infrastructure, Legal, and
Telecommunications around the world.
In terms of performance, the newly formed
business will be looking to significantly grow its
revenue and continue the healthy contribution
it returns. At the operational level, what once
was a disparate number of businesses will
be consolidated through one single reporting
infrastructure and a set of regionalised business
units, certain key functions will also be
centralised. This model will allow flexibility in
expansion while maintaining the ability for a
standardised approach.
The Chairman of Beacon Events, Chris Maybury,
was previously the CEO of IIR, which reached
revenues of $US900 million prior to its sale in
2005. His experience will be invaluable as this
business begins its next phase of evolution.
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Five years after acquiring a 30% stake
in WME Media, Australia’s leading
environment business publisher,
Aspermont moved to 100% ownership
in January 2012.
In that time the WME business doubled
from $A800,000 to $A1.6 million and
that growth is expected to accelerate with
the application of Aspermont’s strong
management skills and subscription model.
WME magazine, WME Media’s flagship
title, was first published in 1989 under
the name of Waste Management and
Environment. Its launch coincided with
the emergence of kerbside recycling
and broadening interest from state
governments from simply “green”
environmental issues (trees and rivers)
to the “brown” environmental issues
confronting industry.
Since 1989 WME has evolved with
the issues, changing its name to WME
Environment Business Magazine in 2000
to reflect the broader remit of water,
energy, air pollution and more recently
carbon, supply chain and product
stewardship. Around that same time,
WME’s first online news service began as
a weekly email news bulletin.
In 2003, Inside Waste magazine was
launched to meet the needs of the rapidly
growing waste and resource recovery
industry. Powered by policies to divert
waste from landfill, a wave of capital
investment in innovation and new
technologies generated demand from
advertisers that continued to grow in 2012.
As environmental management continues
to mainstream, there is tremendous
opportunity for Aspermont to leverage its
business model and strong databases to
pursue new opportunities in WME’s key
sectors of water, waste and resources,
energy and environmental management.
The re-launch of WME’s Business
Environment Network on Aspermont’s
proven online platform is an early
sign of this.
There are further initiatives planned in
2012-13 to build revenue in existing
print and online products, and to enter
new segments to accelerate growth.
Ross May
CEO, WME Media Pty Ltd
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tRAining emeRgeS AS A
StRong focuS foR 2012-2013
Training Services has the potential to be a
significant platform for growth within the
Aspermont Group of companies.
During the 2011-2012 financial year,
Aspermont commenced the redevelopment of a
training capability, initially focussed within our
agricultural business Kondinin Group.
A raft of activities has taken place to date to
ensure solid foundations have been put in
place, including the solidifying of our Registered
Training Organisation (RTO) status, which has
now been granted for a further five years. Having
this stabilised compliance base to build from
was imperative to any future accredited training
course activity.
The business has also developed a strong
partnership with specialist education and
support provider Next Rural in the Business
Transition and Succession Planning space – a
key consideration and issue for farmers. The
collaboration is already providing us with strong
results through the utilisation of our combined
brands, database reach and industry networks.
Kondinin Group Industry Training now has a
solid foundation on which to build and grow,
with appropriate processes, strong compliance
and, most importantly, qualified and capable
resources in place with a clear view of the
way forward. Its activities will now be a core
element of future growth generation potential
for the Kondinin business as a whole, providing
the wider business an opportunity to leverage
relationships into wider publishing offerings via
specifically targeted marketing.
2012-2013 FY onwards will be focussed on new
product/stock-build that will see the launching
of a portfolio of accredited education courses, as
well as leveraging commercial opportunities for
new non-accredited training.
Mark Davies
Group Strategy & Consulting
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2012
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gLoBAL focuS DRiveS
onLine gRoWth
During the past 12 months we have
piloted a number of new online solutions
in a variety of industry sub-sectors and
as the next year unfolds we look forward
to rolling out the fully developed versions
of those that tested successfully.
Significantly, partnerships brokered
in both the recruitment and used
equipment/machinery markets have
enabled us to join forces with two leading
industry providers whose solutions we
have repurposed to suit and exploit our
existing online verticals.
From a user experience and customer
reach perspective, we successfully
launched our first generation mobile-
friendly websites this year and are
already working on the next versions.
A new mobile development platform,
due for delivery in Q2, will give us
exceptionally high-speed microsite
development timeframes which will serve
for extending further marketing services
to our existing advertiser network in
addition to providing fast, mobile-friendly
promotional outlets for our conferences
and events.
Further to these enhancements, the
company is also targeting geographical
growth in the new FY. This year will see
the launch of our first foreign language
online news products as we look to take
a further foothold in the international
resources sector. This is an exciting
step forward for the group as these
new regional developments will offer
myriad other opportunities in products
complimentary to Aspermont’s existing
offline publishing portfolio.
Through FY 2013, we will also see a
continued focus and investment in the
group’s long-term digital strategies.
Post the consolidation and systems
migration work from this year, owing
to recent acquisitions, Aspermont will
increase the pace of its technological
development as it lays the architecture
for maximisation of its long-term digital
marketing and customer engagement
strategies.
Alex Kent
Group Head
Online Strategy
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For the year ending 30 June 2012 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 2012.
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
C. Maybury – joined the Board in August 2012
Alex Kent – alternate director to A.L. Kent (appointed April 2011)
principal activities
The Group’s principal activities during the year were to develop and grow its various industry-leading
mastheads through a combination of print, online and conference media channels.
operating results
The consolidated operating loss after tax was $0.258 million (2011: profit $0.163 million).
Dividends
No dividend has been declared for the year (2011: no dividend).
review of operations
Fiscal year 2011/12 has continued the positive trends seen in the previous year for the underlying media
business. Overall revenue was up 31% on the previous year resulting in an operating profit of $1.3 million in
the current year versus a $1.8 million in the previous year. The reported operating profit in the current year
would be $2.4 million higher if we exclude the share option expense and the related party settlements.
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 segment on the other hand has seen a net loss of $0.6 million in the current year versus
a loss of $1.7 million in the previous year. This decline is unrealised and is the result of the challenging
environment for small cap, resource-related equities.
We have further reduced our primary bank debt year on year from $5.9 million to $4.6 million in line with
a planned debt reduction program implemented two years ago. This debt reduction will continue through
the upcoming years as we have principal payments of $0.9 million, $0.7 million and $0.7 million in the
upcoming fiscal years.
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 or the US dollar will have
an immediate positive impact.
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Directors’ report
For the year ending 30 June 2012 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 2012. No other matter or
circumstance has arisen since 30 June 2012 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 65
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), 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
Water Resources Group Ltd (resigned 2012)
Special responsibilities
Chairman of the Board
Interest in shares and options
116,925,000 ordinary shares in Aspermont Limited
16,000,000 unlisted options on ordinary shares
J. stark, AAicD Non-executive director. Age 66
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
Member of Remuneration Committee
Member of Audit & Risk Committee
Interest in shares and options
29,531,000 ordinary shares in Aspermont Limited
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L.G. cross, B.com, cpA, FAicD Non-executive director. Age 64
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
Member 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 40
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
Special responsibilities
CEO – Group
Member of Remuneration Committee
Former directorships in last 3 years
None
Interest in shares and options
3,575,417 ordinary shares in Aspermont Limited
4,000,000 unlisted options on ordinary shares
D. Nizol, BA Business studies (Hons) executive director. Age 60
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
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Directors’ report
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
c. Nader B.com, M App Fin, cA, Vice-chairman, Non-executive director. Age 43
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
Chairman of Audit & Risk Committee
Chairman of Remuneration Committee
Lead independent director
Former directorships in last 3 years
None
Interest in shares and options
1,000,000 unlisted options on ordinary shares
c. Maybury, Non-executive director. Age 53
Experience and expertise
Mr. Maybury has been the non-executive Chairman of Hong Kong based Beacon Events Limited since 2005.
Prior to his role with Beacon Events, he was CEO of International Institute of Research (“IIR”), which grew
into the world’s largest conference and performance-improvement group with revenues of US$900 million.
He has also held senior executive roles with News International, Marks and Spencer and Tesco. Mr. Maybury
joined the Board in August 2012.
Other current directorships
None
Special responsibilities
None
Former directorships in last 3 years
None
Interest in shares and options
None
Alex Kent, Bsc (Double Hons) – economics, Accounting & Law – Alternate Director to Mr. A.L. Kent.
Age 32
Experience and expertise
Mr. Alex Kent has over 10 year’s experience in technology and digital publishing through previously held roles
at Microsoft Corp and across the Aspermont Group.
Other current directorships
Magyar Mining Ltd
Special responsibilities
None
Former directorships in last 3 years
None
Interest in shares and options
36,000 ordinary shares
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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company secretary
The Company Secretary is Mr. J. Detwiler, BSc, 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 including four years as CFO of Nasdaq listed Credence Systems Corporation and ten
years with international accounting firm Price Waterhouse.
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 2012, and the number of meetings attended by each director were:
Full meetings of
Directors
Meetings of committees
Audit & Risk
Remuneration
A.L. Kent
J Stark
L Cross
C O’Brien
D Nizol
C Nader
Alex Kent #
A
4
4
4
4
4
4
4
B
4
4
4
4
4
4
4
A
**
1
2
**
**
2
**
B
**
1
2
**
**
2
**
A
**
2
2
2
**
2
**
B
**
2
2
2
**
2
**
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
# Mr. Alex Kent is an Alternate Director for Mr. A.L. Kent
In addition to the above, there were two 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
1
2
1
-
2
B
1
1
2
1
2
2
Meetings of committees
Related Party
B
A
Remuneration
B
A
**
**
1
1
-
1
**
**
1
1
1
1
1
1
1
**
-
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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Directors’ report
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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
In September 2010 the company’s remuneration committee engaged the services of Godfrey Remuneration
Group Pty Ltd (“Godfrey”) to review board and executive remuneration. Under the terms of the engagement,
Godfrey provided information and advice in relation to:
• Benchmarking against ASX listed company practices for total remuneration packages for non-executive
directors, the executive chairman and other top executives
• Provide recommendations on the remuneration profiles
• Provide recommendations on long-term incentive plans including the design of grants and numbers of
options
• Other matters related to existing circumstances and agreements.
Godfrey was paid $28,875 during 2010 and $10,164 during 2011. No payments were made in the current
financial year.
Godfrey recommended certain short-term and long-term incentive package items including a share incentive.
The Company’s Remuneration Committee (Messrs Stark, Nader, Cross, and O’Brien) considered the Godfrey
report however, the Remuneration Committee did not adopt the short-term and long-term incentives
recommended by Godfrey and instead proposed the long-term incentive of share options. It was considered
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that options are a more cost effective and cash conserving means of providing an incentive. An independent
committee of the board (Messrs Stark, Nizol and Cross) was established to consider the proposals to grant
options and resolved that they be granted subject to shareholder approval. Godfrey was then engaged to
prepare a report on these proposals to issue options as part of the remuneration package and concluded that
the proposed remuneration packages constituted reasonable remuneration from the company’s point of view.
The October 2011 extraordinary general meeting approved the proposed share options as well as the proposal
to increase the fees to non-executive directors as recommended by Godfrey.
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):
Base Fees
Executive Chairman
Non-executive Vice Chairman
Non-executive directors
From 1 July 2011
200,000
100,000
45,000
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 earnings before interest, taxes,
depreciation and amortisation (“EBITDA”) 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 and key management personnel of the Group (as defined in AASB
124 Related Party Disclosures) of Aspermont Limited and the Aspermont Limited Group are set out in the
following tables.
The key management personnel of the Group are the following:
• Andrew Leslie Kent – Chairman and Executive Director
• Charbel Nader – Vice Chairman and Non-Executive Director
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Directors’ report
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
B) Details of remuneration (continued)
• John Stark – Non-Executive Director
• Lewis George Cross – Non-Executive Director
• Chris Maybury – 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)
• Mark Davies – Group Strategy and Consulting
• Alex Kent – Alternate Director to Andrew Kent and Group On-Line Consultant
The following table demonstrates the Group’s performance over shareholder value during the last five years:
2012
2011
2010
2009
2008
Profit attributable to owners of the
company
Dividends paid
Share price at 30 June
Return on capital employed
(258,393)
163,010 1,076,000
(484,000)
2,345,000
–
0.105
–1.7%
–
0.08
1.1%
–
0.14
4.8%
–
282,000
0.26
–2.5%
0.37
12%
The table below illustrates the link between the Group’s financial performance and the incentive bonus
payments for the key management personnel:
Key management personnel of the Group and other executives of the company and the Group:
Short-term employee benefits
Non
monetary
benefits
Cash salary
or fees
Bonus
Share
based
payments
Long-term
employee
benefits
post
employment
benefits
Options
Long service
leave
Super-
annuation
Total
184,474
257,640
199,576
-
-
1,159,174
-
16,085
-
887,351
221,838
-
5,359
4,060
-
16,514
31,955
19,958
1,093,698
531,578
1,378,708
641,690
1,159,174
16,085
1,109,189
9,419
68,427
3,003,984
41,284
41,284
91,473
-
-
-
-
-
-
-
-
55,459
-
-
-
3,716
3,715
8,232
45,000
44,999
155,164
2012
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
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Share
based
payments
Long-term
employee
benefits
post
employment
benefits
-
-
-
-
-
-
15,663
55,459
174,041
245,163
4,238
7,477
4,760
Short-term employee benefits
172,346
143,941
196,947
2012
Sub-total non-
executive directors
Other key
management
personnel
J Detwiler
T Seeney
M Davies
Alex Kent - Alternate
Director to Andrew
Kent #
Sub-total other
key management
personnel
Total key
management
personnel
compensation
(Group)
+ 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 2012.
205,780
178,084
241,445
13,865
13,865
22,184
15,331
12,801
17,554
1,159,174
3,874,456
1,328,965
1,214,562
129,776
625,309
513,234
49,914
45,686
16,475
32,560
-
-
-
9,419
-
-
-
-
-
-
-
-
-
# Alex Kent is not paid as an alternate director. However, he provides IT consulting services to Aspermont.
See note 19.
Share
based
payments
Long-term
employee
benefits
post
employment
benefits
2011
Short-term employee benefits
Non
monetary
benefits
Cash salary
or fees
Bonus
Long service
leave
Super-
annuation
-
Total
Options
-
-
-
-
-
-
-
-
-
11,218
95,871
19,089
52,401
581,402
888,339
1,552,449
-
11,218
-
6,831
12,258
-
10,800
25,000
16,601
26,000
24,000
45,871
120,645
264,815
195,942
-
415,000
473,339
138,276
728,291
685,882
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
J Detwiler
T Seeney #
M Davies *
Sub-total other
key management
personnel
Total key
management
personnel
compensation
(Group)
+ 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.
185,480
139,402
241,206
146,596
104,287
197,836
26,000
26,000
50,000
24,000
24,000
24,000
14,884
11,115
19,370
-
2,000
4,129
1,125,992
2,220,537
960,339
566,088
103,899
102,000
448,719
45,369
19,089
11,218
72,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,129
-
-
-
-
-
-
-
-
# 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 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
B) Details of remuneration (continued)
The relative proportions of remuneration that are linked to performance and those that are fixed are as
follows:
Name
Executive directors
A L Kent Chair
C O’Brien
D Nizol +
Non executive
directors
J Stark
L G Cross
C Nader
Other key
management
personnel
J Detwiler
T Seeney
M Davies
Fixed remuneration
2011
2012
At risk – STI
At risk – Lti
2012
2011
2012
2011
19%
58%
16%
100%
100%
64%
93%
92%
91%
100%
43%
31%
100%
100%
100%
87%
83%
90%
0%
0%
84%
0%
0%
0%
0%
0%
0%
0%
57%
69%
0%
0%
0%
13%
17%
10%
81%
42%
0%
0%
0%
36%
7%
8%
9%
0%
0%
0%
0%
0%
0%
0%
0%
0%
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. Other major provisions of the agreements relating to remuneration are set out below.
All contracts with executives may be terminated early by either party subject to termination payments as
detailed below.
c. o’Brien Chief Executive Officer (Group)
• Term of agreement – commencing 1 October 2011 and ending 1 October 2016.
• Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ended
30 June 2012 of $300,000, increasing to $350,000 effective 1 July 2012. 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 compensation, inclusive of salary and pension contributions, for the year ending 30 June 2012 of
GBP 143,000 (AUD $216,700), changing to approximately AUD $366,000 effective 1 July 2012.
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.
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J. Detwiler Chief Financial Officer & Company Secretary
• Term of agreement – ongoing, commencing 27 May 2010.
• Base compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending
30 June 2012 of $197,800. 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 compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending
30 June 2012 of $223,600. 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 compensation, inclusive of salary, superannuation, benefits and certain expenses, for the year ending
30 June 2012 of $165,000. 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.
D) Share-based compensation
Options
In accordance with resolutions approved at the extraordinary general meeting of shareholders and by the
directors in October 2011, the following unlisted options were issued:
Name
# Options
Mr. Kent
Mr. Nader
Mr. O’Brien
Mr. Davies
Ms. Seeny
Mr. Detwiler
total
16,000,000
1,000,000
4,000,000
400,000
250,000
250,000
21,900,000
“Grant & Vest
Date”
31-Oct-11
31-Oct-11
31-Oct-11
31-Oct-11
31-Oct-11
31-Oct-11
Expiry Date
30-Oct-15
30-Oct-15
30-Oct-15
30-Oct-15
30-Oct-15
30-Oct-15
“Exercise
Price”
0.15
0.15
0.15
0.15
0.15
0.15
“Option Value”
887,351
221,838
55,459
22,184
13,865
13,865
1,214,562
“Performance
Criteria”
None
None
None
None
None
None
# Vested
16,000,000
1,000,000
4,000,000
400,000
250,000
250,000
21,900,000
#
Lapsed
-
-
-
-
-
-
-
All of the unlisted options noted above were independently fair valued at $0.0555 per option on the date of
grant using a Black Scholes Merton pricing model with the following key variables:
$0.15
• Exercise price
$0.10
• Market value on date of grant
4 years
• Life of the option
85%
• Expected share price volatility
3.92%
• Risk free interest rate
• Expected dividend yield
0%
• Options are granted at no consideration and are fully vested on date of grant
The expected share price volatility is based on the historic volatility (using the life of the option), adjusted for
any expected changes to future volatility.
No options were exercised in Aspermont Limited in 2011 and 2012, 1 million options lapsed in 2011.
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Directors’ report
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
D) Share-based compensation (continued)
shares
In accordance with the resolutions approved at the extraordinary general meeting of shareholders on
31 October 2011, the following transactions were executed:
• 2,000,000 ordinary shares were issued to Mr. O’Brien at a subscription price of $0.083 per share.
The 2011 results include a bonus of $311,000 paid to Mr. O’Brien which was approved by shareholders
in an extraordinary general meeting on 31 October 2011, of which the after-tax amount of $166,385 was
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).
E) Bonus Payments
Mr. Nizol received 100% of a long term bonus of GBP 250,000 (AUD $384,000) for reaching a strategic
milestone in the EBITDA of the UK business in the current year. In addition, Mr. Nizol received an operational,
short term bonus of AUD $775,000 calculated on percentages of EBITDA achieved in 2012 beyond the
annual budget plan.
Mr. O’Brien received a long term bonus of $311,000 in 2011 for achieving certain goals over a five year
period as noted above. All other bonus amounts in 2011 were awarded based on short-term financial and
operational goals.
Voting on the remuneration report at the Company’s 2011 Annual General Meeting
As the members of the board constitute a large shareholding of Aspermont, approximately 91.3% of the
Aspermont shares were disregarded or abstained from voting on the adoption of the 2011 remuneration
report. Of the remaining 8.7% of eligible voted shares 1.4% voted against the report and
7.3% voted for the report.
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
Unissued ordinary shares of Aspermont Limited under option at the date of this report are as follows:
Date of issue
31/10/2011
Date of expiry
30/10/2015
exercise price
Number of options
15c
21,900,000
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.
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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.
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
2012
$
6,386
23,040
29,426
2011
$
6,346
22,715
29,061
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 34.
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
September 17, 2012
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Corporate GovernanCe report
For the year ending 30 June 2012 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”.
The Company has complied with all the best practice recommendations of the ASX Corporate Governance
Council for the year ended 30 June 2012 unless otherwise disclosed below (A is Adopted and N/A is Not
Adopted).
Diversity disclosures regarding the proportion of women in the Aspermont workforce at 30 June 2012:
Directors and employees
total Men
total Women
Women %
Board
Senior Management
Department Head
Employees
Total
6
2
9
64
81
0
1
2
80
83
0.0%
33.3%
18.2%
55.6%
50.6%
Corporate Governance principles
principle
Status
Comment
principle 1
Lay solid foundations for management and oversight
1.1 Companies should establish the
A
functions reserved to the Board and
those delegated to senior executives
and disclose those functions
1.2 Companies should disclose
the process for evaluating the
performance of senior executives
1.3 Companies should provide the
information indicated in the Guide to
reporting on Principle 1
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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 performance
appraisals.
The Company has established a
remuneration committee to review
and make decisions in relation
to director and senior executive
remuneration.
principle
Status
Comment
principle 2
Structure the Board to add value
2.1 A majority of the Board should be
N/A
independent directors
2.2 The chair should be an independent
N/A
director
2.3 The roles of chair and CEO should not
A
be exercised by the same individual.
2.4 The Board should establish a
nomination committee.
2.5 Companies should disclose
the process for evaluating the
performance of the Board, its
committees and individual directors.
N/A
N/A
The Board comprises six directors,
three of whom are non-executive
and two of whom are classified as
independent. The Board believes
that this is both appropriate and
acceptable given the size and
structure of the business.
The Chairman is not independent,
however the roles of Chairman
and CEO have been separated.
In addition, the Board has a lead
independent director for related party
matters. The Board considers that this
is appropriate and acceptable given
the size and structure of the business.
These positions are held by separate
persons.
A separate committee has not been
established. The Board considers that
this is appropriate and acceptable
given the size of the Board.
The Board is reviewing appropriate
ways of compliance as and when
appropriate.
2.6 Companies should provide the
A
information indicated in the Guide to
reporting on Principle 2.
The skills and experience of Directors
are set out in the Company’s annual
report and on its website.
principle 3
promote ethical and responsible decision making
3.1 Companies should establish a code of
conduct and disclose the code.
A
The Board has established and
disclosed a policy on corporate social
responsibility and an employee code
of conduct which is signed by each
new employee upon induction.
The Company has not established
a Diversity Policy, however the
Company will adopt a Diversity Policy
as the Company grows and requires
more employees. The Company code
of conduct stipulates an environment
of equal opportunity, free of
discrimination and harassment.
The Company has not established
a Diversity Policy, however the
Company will adopt a Diversity Policy
as the Company grows and requires
more employees.
N/A
N/A
A
Disclosed in the annual report.
3.2 Companies should establish a policy
concerning diversity and disclose
the policy or a summary of that
policy. The policy should include
requirements for the Board to
establish measureable objectives for
achieving gender diversity and for the
Board to assess annually both the
objectives and progress in achieving
them.
3.3 Companies should disclose in each
annual report the measureable
objectives for achieving gender
diversity set by the Board in
accordance with the diversity policy
and progress toward achieving them.
3.4 Companies should disclose in each
annual report the proportion of
women employees in the whole
organisation, women in senior
positions and women on the Board.
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Corporate GovernanCe report
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
Corporate Governance Principles (continued)
principle
Status
Comment
3.5 Companies should provide the
information indicated in the Guide to
report on Principle 3
principle 4
Safeguard integrity in financial reporting
4.1 The Board should establish an audit
committee
4.2 The audit committee should be
structured so that it:
- consists only of non-executive
directors
- consists of a majority of
independent directors
- is chaired by an independent chair
who is not the chair of the Board
- has at least three members
4.3 The audit committee should have a
formal charter
4.4 Companies should provide the
information indicated in the Guide to
reporting on Principle 4.
principle 5 Make timely and balanced disclosure
5.1 Companies should establish
written policies designed to ensure
compliance with ASX Listing Rules
disclosure requirements and to ensure
accountability at a senior executive
level for that compliance.
5.2 Companies should provide the
information indicated in the Guide to
reporting on Principle 5.
principle 6
respect the rights of shareholders
6.1 Companies should design a
communications policy for promoting
effective communication with
shareholders and encouraging their
participation at general meetings
6.2 Companies should provide the
information indicated in the Guide to
reporting on Principle 6.
A
A
A
A
A
A
A
A
A
A
A
A
The Company has adopted a
Continuous Disclosure Policy.
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principle
Status
Comment
The Company has established an
Audit and Risk Committee to monitor
and review on behalf of the Board the
process of risk management which
the Group utilises.
The Audit and Risk Committee
oversees the Group’s risk profile and
approves risk management strategy
and policies, internal compliance
and non-financial internal controls.
The Audit and Risk Committee
will report to the Board on this
system and processes and make
recommendations as necessary.
principle 7
recognise and manage risk
7.1 Companies should establish policies
for the oversight and management of
material business risk.
7.2 The Board should require
management to design and
implement the risk management and
internal control system to manage the
Company’s material business risks
and report to it on whether those risks
are being managed effectively.
7.3 The Board should disclose whether it
has received assurance from the CEO
and CFO that the declaration provided
in accordance with section 295A of
the Corporations Act is founded on
a sound system of risk management
and internal control and that the
system is operating effectively in
all material respects in relation to
financial reporting risks.
7.4 Companies should provide the
information indicated in the Guide to
reporting on Principle 7.
principle 8
remunerate fairly and responsibly
8.1 The Board should establish a
remuneration committee
8.2 The remuneration committee should
be structured so that it:
- consists of a majority of
independent directors
- is chaired by an independent
director
- has at least three members
8.3 Companies should clearly distinguish
the structure of non-executive
directors remuneration from that
of executive directors and senior
executives.
8.4 Companies should provide the
information indicated in the Guide to
reporting on Principle 8.
A
A
A
A
A
A
A
A
A
A
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Consolidated statement of Comprehensive inCome
For the year ending 30 June 2012 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
Share based payments
Other expenses from ordinary activities
Consolidated
Note
4
5
2012
$000
32,806
(11,971)
20,835
(1,256)
(5,069)
(1,049)
(5,847)
(1,013)
(1,215)
(4,134)
(19,583)
2011
$000
24,980
(8,851)
16,129
(1,037)
(3,430)
(976)
(4,954)
(932)
-
(3,009)
(14,338)
1,252
1,791
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 attributable to equity
holders of the parent entity
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/(expense) relating to other
comprehensive income
(617)
249
(48)
836
(1,094)
(258)
(516)
(880)
314
(2,277)
776
(63)
227
(64)
163
(6,607)
(1,097)
323
Other comprehensive income/(loss) for the period
net of tax
(1,082)
(7,381)
Total comprehensive income/(loss) for the period
(net of tax) attributable to equity holders of the
parent entity
Basic & diluted earnings/(loss) per share
(cents per share)
(1,340)
(7,218)
22
(0.11)
0.07
The consolidated statement of comprehensive income should be read in conjunction with the notes to the
Financial Statements.
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Consolidated statement of finanCial position
For the year ending 30 June 2012 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
2012
$000
4,298
4,994
525
9,817
32
1,019
238
363
927
25,860
28,439
38,256
4,310
5,459
1,006
519
11,294
8,661
2,700
251
11,612
22,906
15,350
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
15,308
49,292
(7,941)
(26,001)
15,350
49,125
(7,939)
(25,878)
15,308
The consolidated statement of financial position should be read in conjunction with the notes to the
Financial Statements.
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Consolidated statement of Changes in eQUitY
For the year ending 30 June 2012 l Aspermont Limited ACN 000 375 048 & Controlled Entities
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Consolidated statement of Cash flows
For the year ending 30 June 2012 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
2012
$000
34,507
(28,506)
(895)
46
(1,092)
2011
$000
24,309
(20,490)
(847)
42
(573)
net cash provided by/(used in) operating
activities
18(b)
4,060
2,441
Cash flows from investing activities
Net cash received in acquisition of subsidiary
25(b)
& (e)
Payments for investments
Proceeds (payments for) loans made
Proceeds from sale of equity investments
Payments for non-current assets
Dividends received
(337)
(800)
-
204
(287)
-
458
(66)
300
1,185
(448)
24
net cash provided by/(used in) investing activities
(1,220)
1,453
Cash flows from financing activities
Repayment of borrowings
(1,285)
(1,891)
net cash provided by/(used in) financing activities
(1,285)
(1,891)
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
1,555
2,718
25
2,003
774
(59)
Cash at the end of the year
18
(a)
4,298
2,718
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The consolidated statement of cash flows should be read in conjunction with the notes to the
Financial Statements.
Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS 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 fiscal 2011. 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 coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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 reporting 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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(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 coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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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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 coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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/relationships:
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 reporting 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.
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(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 thousand dollars, unless otherwise stated.
(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) 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 fair value at grant date is determined using a Black
Scholes option pricing model. Information relating to share based payments is set out in note 16.
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).
(r) 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 additional impairment of $149,054 has been recognised for the year ended 30 June 2012
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).
Key Estimates — Fair Value of intangible assets acquired in a business combination
The Group has identified intangible values for customer contracts and relationships as well as trademarks
acquired in line with the requirements of AASB3. These assets will be amortised over a useful life of 5 and
10 years, respectively.
(s) 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.
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited exceptions, measured initially at their
fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any
non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquire, 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.
(t) 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.
(u) 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.
(v) 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.
(w) 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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(x) 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
AASB 10
Title
Consolidated Financial
Statements
AASB 11
Joint Arrangements
AASB 12
Disclosure of Interests in
Other Entities
AASB 13
Fair Value Measurement
AASB 119
Employee Benefits
AASB 2011-4
AASB 2011-9
Amendments to Australian
Accounting Standards to
Remove Individual Key
Management Personnel
Disclosure Requirements
Amendments to Australian
Accounting Standards
– Presentation of Items
of Other Comprehensive
Income
Effective Date
Financial Years
Beginning
1 January 2013
1 January 2013
1 July 2013
1 January 2013
1 July 2013
1 July 2013
1 July 2012
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.
Combines existing disclosures from AASB 127
Consolidated and Separate Financial Statements,
AASB 128 Investments in Associates and AASB
131 Interests in Joint Ventures. Introduces
new disclosure requirements for interests in
associates and joint arrangements, as well as
new requirements for unconsolidated structured
entities.
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.
Employee benefits expected to be settled (as
opposed to due to settled under current standard)
wholly within 12 months after the end of the
reporting period are short-term benefits, and
therefore not discounted when calculating leave
liabilities. Annual leave not expected to be used
wholly within 12 months of end of reporting
period will in future be discounted when
calculating leave liability.
Amendments to remove individual key
management personnel (KMP) disclosure
requirements from AASB 124 to eliminate
duplicated information required under the
Corporation Act 2001.
Amendments to align the presentation of items
of other comprehensive income (OCI) with US
GAAP.
Various name changes of statements in AASB
101 as follows:
• 1 statement of comprehensive income – to be
referred to as ‘statement of profit or loss and
other comprehensive income’
• 2 statements – to be referred to as
‘statement of profit or loss’ and ‘statement of
comprehensive income’.
• OCI items must be grouped together into two
sections: those that could subsequently be
reclassified into profit or loss and those that
cannot.
AASB 2012-5
Annual Improvements
to Australian Accounting
Standards 2009-2011 Cycle
Non-urgent but necessary changes to IFRSs
(IAS1, IAS 16 & IAS 32)
1 July 2013
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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.
(y) 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 2012. The information
presented here has been prepared using consistent accounting policies as presented in note 2.
Current assets
Non-current assets
total assets
Current liabilities
Non-current liabilities
2012
$000
2,971
31,343
2011
$000
3,533
30,708
34,314
34,241
4,292
13,336
5,197
12,204
total liabilities
17,628
17,401
Contributed equity
Accumulated losses
Option reserve
Other reserves
49,292
(31,413)
-
(1,193)
49,125
(30,659)
135
(1,761)
total equity
16,686
16,840
Profit/ (loss) for the year
Other comprehensive income/(loss) for the year
(969)
(1,083)
(1,254)
(708)
total comprehensive income/(loss) for the year
(2,052)
(1,962)
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 19, there is a subsequent event.
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Consolidated
4. Revenue
Continuing operations:
Sales revenue – subscriptions & advertising
Conferencing revenue
Other income:
Interest
Gain on sale of shares
Other income
5. expenses
2012
$000
23,074
9,732
32,806
46
60
143
249
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, equip.
and intangible assets
Directors’ fees
Rental expense on operating leases
Employee benefits expense
(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
2012
$000
11,971
34
88
1,013
325
149
745
366
769
14,746
80
22
23
6
2011
$000
18,350
6,630
24,980
38
616
122
776
2011
$000
8,851
40
55
932
498
226
480
220
(40)
11,289
64
22
23
6
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS 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
Revaluation adjustments taken directly to equity
Fair value gain adjustments
Other
2012
$000
1,134
(321)
281
1,094
836
251
746
281
(197)
13
1,094
130%
633
(115)
1
519
-
-
2,700
2,700
305
319
197
88
18
927
Consolidated
2011
$000
675
(611)
-
64
227
68
43
-
(65)
18
64
29%
298
377
(42)
633
(816)
1,029
2,655
2,869
171
529
-
-
18
718
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Consolidated
2012
$000
2011
$000
(c) Reconciliations
the movement in deferred tax liability for each
temporary difference during the year is as follows:
Share revaluation adjustments taken directly to equity
At 1 July 2011
Net revaluations during the current period
At 30 June 2012
Fair value gain adjustments
At 1 July 2011
Net revaluations during the current period
At 30 June 2012
Other
At 1 July 2011
Net foreign exchange reserve adjustment during the
current period
At 30 June 2012
Total deferred tax liabilities
the movement in deferred tax assets for each
temporary difference during the year is as follows:
Provisions
At 1 July 2011
Net changes during the current period
At 30 June 2012
Recognition of carried forward losses
At 1 July 2011
Net changes during the current period
At 30 June 2012
Other
At 1 July 2011
Net revaluations during the current period
At 30 June 2012
Share revaluation adjustments taken directly to equity
At 1 July 2011
Net revaluations during the current period
At 30 June 2012
Fair value gain adjustments
At 1 July 2011
Net revaluations during the current period
At 30 June 2012
Total deferred tax assets
(816)
816
-
1,029
(1,029)
-
2,655
45
2,700
2,700
171
134
305
529
(210)
319
18
-
18
-
197
197
-
88
88
927
(493)
(323)
(816)
1,712
(683)
1,029
3,822
(1,167)
2,655
2,868
190
(19)
171
570
(41)
529
34
(16)
18
-
-
-
-
-
-
718
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
Consolidated
2012
$000
2011
$000
(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
314
323
(e) Tax expense/ (income) relating to items of
other comprehensive income
Financial assets reserve
314
323
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
current
Trade receivables
Allowance for impairment
Other receivables
Prepayments
Non-Current trade receivables
Consolidated
2012
$000
4,051
(127)
82
988
4,994
32
2011
$000
3,728
(121)
847
709
5,163
31
Information about the Group’s exposure to interest rate risk and credit risk is provided in note 20.
(a) Impaired trade receivables
As at 30 June 2012 current trade receivables of the Group with a nominal value of $127,409 (2011 –
$121,000) were impaired. The amount of the allowance was $127,409 (2011 – $121,000). 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
2012
$000
8
119
127
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
2012
$000
121
34
2
(30)
127
2011
$000
14
107
121
2011
$000
329
58
(65)
(201)
121
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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.
(b) Past due but not impaired
As at 30 June 2012, trade receivables of $1,904,000 (2011: $1,799,000) were past due but not
impaired. The ageing analysis of these trade debtors is as follows:
Consolidated
1 to 3 months
Over 3 months
2012
$000
1,617
287
1,904
2011
$000
1,682
115
1,799
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
Consolidated
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
2012
$000
525
-
525
478
188
353
-
2011
$000
1,101
2
1,103
1,343
185
323
25
1,019
1,876
(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 not based on observable market data (unobservable inputs). (Level 3)
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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 Guinea Energy Limited is the
only significant investment where the fair value is classified through profit or loss.
Equity investments held at year-end:
Consolidated
fair Value – level 1
New Guinea Energy Limited
Water Resources Group Ltd
Powerhouse Energy Group Plc
(formerly EnviroEnergy Resources Ltd)
Excalibur Mining Ltd
Other
fair Value – level 2
Private Media Group Pty Ltd
Advent Energy Ltd
cost – level 3
Magyar Mining Ltd
Other
2012
$000
460
477
-
50
15
2011
$000
1,077
711
632
-
26
1,002
2,446
168
20
188
323
31
354
85
100
185
323
-
323
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
9.
investments accounted for using the equity method
(a) Movements in carrying amounts
Consolidated
Carrying amount at the beginning of the financial year
Acquisition of associates during the year
Associates becoming a subsidiary during the year
Dividends received
Share of profits after income tax
Carrying amount at the end of the financial year
2012
$000
329
1,146
(1,189)
-
(48)
238
2011
$000
1,783
63
(1,430)
(24)
(63)
329
(b) Summarised financial information of associates
The Group’s share of the results of its principal associates and it’s aggregated assets (including goodwill) and
liabilities are as follows:
2012
Ownership
Interest
WME Media Pty Ltd *
Mascus Australia
Pty Ltd
30%
40%
Assets
$000
-
266
Liabilities
Revenues Profit/ (Loss)
$000
$000
$000
-
28
232
26
21
(69)
266
28
258
(48)
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)
All of the above associates are incorporated in Australia.
* The Company purchased the remaining 70% of WME Media Pty Ltd in January 2012, see note 25.
** The Company became the sole shareholder of Kondinin Information Services in January 2011.
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10. Plant and equipment
Consolidated
Plant and equipment – at cost
Accumulated depreciation
Equipment under finance lease – at cost
Accumulated depreciation
2012
$000
1,765
(1,462)
303
237
(177)
60
2011
$000
1,616
(1,301)
315
237
(161)
76
Total plant and equipment
363
391
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u
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n
A
l
2
1
0
2
57
Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
(a) Movements in carrying amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning
and the end of the current financial year.
Consolidated
Gross carrying amount
Balance at 1 July 2010
Additions
Currency movements
Acquisition of subsidiary
Disposals
Plant and
equipment
$000
1,388
162
(11)
143
(66)
Leased plant
& equipment
$000
237
-
-
-
-
Total
$000
1,625
162
(11)
143
(66)
Balance at 30 June 2011
1,616
237
1,853
Additions
Currency movements
Acquisition of subsidiary
Disposals
65
-
84
-
-
-
-
-
65
-
84
-
Balance at 30 June 2012
1,765
237
2,002
accumulated depreciation
Balance at 1 July 2010
(1,149)
Depreciation expense
Currency movements
Acquisition of subsidiary
Disposals
Balance at 30 June 2011
Depreciation expense
Currency movements
Acquisition of subsidiary
Disposals
(98)
(9)
(61)
16
(1,301)
(112)
-
(49)
-
(138)
(23)
-
-
-
(161)
(16)
-
-
-
(1,287)
(121)
(9)
(61)
16
(1,462)
(128)
-
(49)
-
Balance at 30 June 2012
(1,462)
(177)
(1,639)
Net book value
As at 30 June 2011
As at 30 June 2012
315
303
76
60
391
363
(b) Leased plant and equipment
The parent entity leases assets under a number of finance lease agreements. At 30 June 2012, the net
carrying amount of leased plant and equipment was $59,570 (2011: $75,614). The leased equipment
secures lease obligations.
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58
11. intangible assets
Goodwill
Software
Purchased mastheads
Other acquired intangible assets
Foreign exchange reserve movement
Consolidated
2012
$000
16,262
1,063
12,284
4,670
(8,419)
25,860
2011
$000
16,262
1,063
12,284
3,870
(7,877)
25,602
(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.
2012
Australia
$000
2012
UK
$000
Total
$000
2011
Australia
$000
2011
UK
$000
Total
$000
Goodwill
Conferencing
Publishing
(print & online)
Foreign exchange
reserve
software
Cost
Accumulated
amortisation
Purchased
mastheads
Mastheads
(print & online)
Foreign exchange
reserve
other
intangible assets
Acquired
intangible assets*
Accumulated
amortisation
Foreign exchange
reserve
144
-
144
144
-
144
13,057
3,061
16,118
13,057
3,061
16,118
(3,835)
(841)
(4,676)
(3,986)
-
(3,986)
9,366
2,220
11,586
9,215
3,061
12,276
2,515
371
2,886
2,210
393
2,603
(1,458)
(365)
(1,823)
(1,171)
(369)
(1,540)
1,057
6
1,063
1,039
24
1,063
2,324
9,960
12,284
2,324
9,960
12,284
-
(2,926)
(2,926)
-
(3,041)
(3,041)
2,324
7,034
9,358
2,324
6,919
9,243
2,287
2,781
5,068
1,175
2,781
3,956
(398)
-
(398)
(86)
-
(86)
-
(817)
(817)
-
(849)
(849)
1,889
1,964
3,853
1,089
1,932
3,021
total
intangible assets
* The net movement in acquired intangible assets of $1,112,000 is a result of the acquisition of the
remaining 70% of WME Media Ltd in January 2012 – refer to note 25.
25,860
11,224
14,636
11,936
13,667
25,602
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
(b) Key assumptions used for value-in-use calculations
2012
2011
Growth
rate **
Discount rate
Growth
rate *
Discount rate
Conferencing
Publishing (print & online)
– UK
Publishing (print & online)
– Australia
5%
5%
5%
12%
12%
11%
10%
10%
10%
11%
11%
12%
* In 2011 the average growth rates used were 10% for revenue and 3% for expenses.
** In 2012 the average growth rate of 5% was used for EBITDA.
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 indicated that an increase in the discount rate applied of up to 500 basis points, or a zero
growth rate for EBITDA would not have any impact on the impairment of the intangible assets.
(d)
Impairment charge
The Company increased the initial impairment charge for the investment in Kondinin Information Services by
$149,054 to $374,753 upon finalisation of the business combination accounting. The preliminary amount
recorded in fiscal 2011 was $225,699.
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60
12. trade and other payables
Current
Unsecured liabilities
Trade payables
Sundry creditors and accrued expenses
Annual leave payable
Dividends payable to related parties (see note 19)
Consolidated
2012
$000
1,066
2,742
502
-
4,310
2011
$000
1,094
2,978
395
233
4,700
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
Net movement during the year
Consolidated
2012
$000
5,126
333
2011
$000
2,823
2,303
5,459
5,126
Income in advance relates to subscription, advertising and event revenue received prior to services rendered.
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
14. Borrowings
Current
Finance lease liability
Secured loans from external parties
Non-Current
Unsecured liabilities
Loans from related parties (see note 19)
Payable for acquisition of WME
secured liabilities
Finance lease liability
Secured loans from external parties
Consolidated
2012
$000
106
900
1,006
4,479
420
37
3,725
8,661
2011
$000
26
1,250
1,276
3,035
-
189
4,625
7,849
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 30 June 2015 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
2012
$000
251
2011
$000
171
Consolidated
2012
$000
2011
$000
"238,710,493 fully paid ordinary shares
(2011: 236,710,493)"
49,292
49,125
(a) Ordinary shares
At the beginning of the reporting period
49,125
49,125
Shares issued during the year:
2,000,000 fully paid ordinary shares issued
as part of remuneration
167
-
At reporting date
49,292
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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0
2
63
Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
(b) Options
The establishment of the Executive Option Plan was approved by the directors in April 2000. The Executive
Option Plan is designed to retain and attract skilled and experienced Board members and executives and
provide them with the motivation to make the Company successful. Participation in the plan is at the Board’s
discretion.
The exercise price of options issued will be not less than the greater of the minimum value set by the ASX
Listing Rules and the weighted average closing sale price of the Company’s shares on the ASX over the five
days immediately preceding the day of the grant, plus a premium determined by the directors.
When shares are issued pursuant to the exercise of options, the shares will rank equally with all other
ordinary shares of the Company.
The table below is a summary of options granted under the plan:
Balance at
start of the
year
Number
Granted
during the
year
Number
exercised
during the
year
Number
forfeited
during the
year
Number
Balance at
end of the
year
Number
exercise
Price
Vested and
exercisable
at end of the
year
Number
Grant date expiry date
consolidated and parent
entity – 2012
31-Oct-11
30-Oct-15
15c
– 21,900,000
– 21,900,000
–
–
– 21,900,000 21,900,000
– 21,900,000 21,900,000
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
–
–
–
–
The above 21,900,000 options issued were independently fair valued at $0.0555 per option on the date of
grant using a Black Scholes Merton pricing model with the following variables:
• Exercise price
• Market value on date of grant
• Life of the option
• Expected share price volatility
• Risk free interest rate
• Expected dividend yield
• Options are granted at no consideration and are fully vested on grant date
$0.15
$0.10
4 years
85%
3.92%
0%
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(c) Reserves
The nature and purpose of the reserves are as follows:
Share based reserve
The share-based payments reserve is used to recognise the grant date fair value of options issued to
employees but not yet exercised.
Currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the currency translation
reserve, as described in note 2. The reserve is recognised in profit or loss when the net investment is
disposed of.
Financial assets reserve
The financial assets reserve recognises the gains and losses in fair value for those financial assets not held
for trading and wherein an irrevocable election has been made to recognise fair value changes in other
comprehensive income.
(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 2012 and 2011 were as follows:
Total borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
Consolidated
2012
$000
13,977
(4,298)
9,679
15,350
2011
$000
13,825
(2,718)
11,107
15,308
25,029
26,415
39%
42%
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
17. Particulars in relation to controlled entities
Place of
Incorp.
Class of
share
Economic Entity
Interest
2012
%
2011
%
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
Waste Management and Environment Media
Pty Ltd
NSW
NSW
VIC
NSW
NSW
NSW
VIC
WA
NSW
WA
UK
UK
UK
WA
NSW
Aspermont Media Limited
Nomad Resources Limited
UK
Cayman
Ord
Ord
Ord
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
100
100
100
100
30
-
-
* These non-trading subsidiary companies were de-registered in November 2011.
** 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
Consolidated
2012
$000
4,298
4,298
2011
$000
2,718
2,718
(b) Reconciliation of operating profit/ (loss) after
tax to net cash provided by operating activities
Profit/ (loss) after income tax
(258)
163
Non-cash flows in profit/ (loss)
Profit on sale of non current assets
Depreciation
Write-downs to recoverable amount
Share of associates
Net liabilities acquired excluding cash
Unrealised (gain)/ loss on investments – net of tax
Shares and share option expense
Related party settlement included in finance activities
Non cash sales
Exchange rate movements
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
(60)
745
149
48
(6)
1,000
1,381
1,436
(56)
(19)
168
(269)
333
(121)
80
(114)
(377)
Net cash provided/ (used in) operating activities
4,060
Non-cash financing for 2012 included $80,468 (2011: nil) related to a finance lease.
(616)
480
263
63
(429)
2,277
-
-
-
1,134
(2,128)
803
2,303
(121)
12
335
(2,098)
2,441
In 2011, $18,353 of investment securities were provided to directors to offset loans outstanding to the Group
– as described in note 19.
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS 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
Mr. Alex Kent
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
Vice Chairman and Non-Executive Director
Alternate Director to Mr. A.L. Kent (appointed in April 2011)
Chief Financial Officer & Company Secretary
General Manager
Group Strategy and Consulting
(b) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Share based payments
Consolidated
2012
$000
2,521
130
9
1,215
3,874
2011
$000
2,098
104
19
-
2,221
Detailed remuneration disclosures are provided in the audited remuneration report on pages 22 to 28 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.
All outstanding options were fully vested on the date of grant.
2012
directors
Mr. A.L. Kent and beneficial interests
Mr. C. O’Brien and beneficial interests
Mr. C. Nader and beneficial interests
executives
Mr. M. Davies and beneficial interests
Mr. J. Detwiler and beneficial interests
Ms. T. Seeney and beneficial interests
2011
directors
Balance
1/07/2011
Received as
Remuneration
exercised
expired
-
-
-
-
-
-
16,000,000
4,000,000
1,000,000
400,000
250,000
250,000
-
-
-
-
-
-
Balance
30/06/2012
16,000,000
4,000,000
1,000,000
400,000
250,000
250,000
-
-
-
-
-
-
Balance
1/07/2010
Received as
Remuneration
exercised
expired
Balance
30/06/2011
Mr. A.L. Kent and beneficial interests
1,000,000
–
–
(1,000,000)
–
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(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
issued during the year for the exercise of options.
2012
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
Mr. Alex Kent
executives
Mr. M. Davies and beneficial interests
Ms. Trish Seeney
Mr. John Detwiler
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
Mr. Alex Kent
executives
Mr. C. Bond and beneficial interests
Mr. M. Davies and beneficial interests
Ms. Trish Seeney
Mr. John Detwiler
Balance
1/07/2011
Net Change –
Purchased
Balance
30/06/2012
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
36,000
22,605
–
–
–
4,836,000
–
2,000,000
–
–
–
–
–
116,925,000
29,531,000
1,700,000
3,575,417
1,700,603
36,000
22,605
–
–
Balance
1/07/2010
Net Change –
Purchased
Balance
30/06/2011
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
36,000
500,000
22,605
–
–
–
–
–
–
–
–
–
–
–
–
116,925,000
24,695,000
1,700,000
1,575,417
1,700,603
36,000
500,000
22,605
–
–
(e) Transactions with key management personnel
In accordance with the resolutions approved at the extraordinary general meeting of shareholders on
31 October 2011, 2,000,000 ordinary shares were issued to Mr. O’Brien at a subscription price of
$0.083 per share.
The 2011 results include a bonus of $311,000 paid to Mr. O’Brien which was approved by shareholders
in the October extraordinary general meeting, of which the after-tax amount of $166,385 was applied by
Mr. O’Brien to acquire 2 million shares of the Company at $0.083 per share being the value at grant date.
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 Mr. A.L. Kent and Mr. J. Stark and entities related to them are set out below. These include
unclaimed dividends and loans at interest of 9.5%. Repayment of these related party liabilities is
subordinated to the secured loans from the bank.
Beginning of year
Loan repayments
Interest charged
Related party settlement
End of year
Consolidated
2012
$000
(3,268)
512
(512)
(1,211)
(4,479)
2011
$000
(3,396)
477
(349)
-
(3,268)
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
(g) Other transactions with director related entities
The consolidated entity leases its principal office facility from Ileveter Pty Ltd, a Company associated with a
director, Mr. A. L. Kent. The rent paid was at market rates at the time of lease inception.
Rental expense for principal offices
2012
$000
522
2011
$000
462
The office lease agreement with Ileveter expired in April 2012. A new lease is currently being negotiated.
Magyar Mining Ltd (“Magyar”), Lahoca Resources Pte Ltd (“Lahoca”) and Mekong Mining Limited (“Mekong”)
are companies associated with Mr. A. L. Kent. The consolidated entity has made investments in Magyar and
that investment is held at cost and disclosed in note 8.
The consolidated entity has pre-paid certain start-up and exploration expenses on behalf of Lahoca and
Mekong and those assets are expected to be converted into a convertible loan or equity investments in those
companies in due course. At 30 June 2012 the consolidated entity had pre-paid expense assets of:
Lahoca Resources Pte Ltd
Mekong Mining Limited
2012
$000
98
219
317
The consolidated entity has paid an entity that employs Mr. Alex Kent to perform IT services for the group, the
total amount expensed was $143,292 (2011: $158,264) of which $12,500 was payable at 30 June 2012.
(h) Related party settlement
In June 2012 the shareholders approved the implementation of a global settlement with Mr. Kent, Mr. Stark
and their related entities relating 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 March 2008. Some of these investments were
made with the financial support of Mr. Kent and Mr. Stark.
The amounts of the settlement recorded in the current year are:
Settlement amount
Settlement loan fee
Interest on the above
2012
$000
1,111
100
225
1,436
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0
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70
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
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 2012, 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 $330,000 higher/
lower (2011: $177,000 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 $1,603,000 higher/lower (2011: $1,930,000 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
2012
$000
327
327
EUR
2012
$000
132
132
USD
2011
$000
282
282
EUR
2011
$000
92
92
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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 $183,000 lower/higher
(2011: $85,000 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 $77,000 lower/higher
(2011: $27,000 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.
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 reporting date to reporting date are reflected in
other income or in other comprehensive income in the statement of comprehensive income for the year.
major listed equities
New Guinea Energy Limited (ASX: NGE)
Water Resources Group Ltd (ASX: WRG)
Powerhouse Energy Group Plc (AIM: PHE.L)
Value at
30 June
2012
Value at
12 month
low
Value at
12 month
high
Value at
30 June
2011
Value at
12 month
low
Value at
12 month
high
2012
$000
460
477
Nil
2012
$000
391
334
Nil
2012
$000
1,369
1,223
663
2011
$000
1,077
711
632
2011
$000
978
521
630
2011
$000
1,956
1,458
734
937
725
3,255
2,420
2,129
4,148
(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 as well as finance lease liabilities and related party loans
are all currently at fixed interest rates.
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
2012
%
Balance
2012
$000
Weighted
average
interest rate
2011
%
Balance
2011
$000
Cash and cash equivalents
4.23%
4,298
1.60%
2,718
financial liabilities
Bank loan
Related party borrowings
Finance lease liabilities
7.68%
9.50%
8.17%
4,625
4,479
143
9.38%
9.50%
8.13%
5,875
3,035
107
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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. As the current interest rates are fixed,
increases/ decreases to interest rates have no immediate impact on the consolidated entity’s profit after tax.
(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. As the profile of the revenue comprises a very large number of small customers, the
Company accepts some amount of credit risk but has historically experienced no significant loss.
All cash balances are on deposit with banks that have S&P Long Term credit ratings of A+ in the UK and AA-
in Australia.
The consolidated entity’s total capital is defined as the shareholders’ net equity plus net borrowings, and
amounted to $25,030 thousand at 30 June 2012 (30 June 2011: $26,415 thousand). 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 reporting 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 2012
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
2,499
887
-
-
-
2,499
869
6,341
3,225
11,322
2,499
9,666
3,386
869
6,341
3,225
13,821
12,165
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
Consolidated entity as at 30 June 2011
Non-derivatives
Trade and other
payables
Borrowings
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
3,462
1,286
233
756
-
8,333
4,748
989
8,333
-
-
-
3,695
10,375
3,695
9,125
14,070
12,820
Interest payments are included in the borrowing amounts above and are projected using interest rates
applicable at 30 June 2012 and 2011. As the bank borrowings are subject to fixed interest rates, future
interest payments will not be affected by 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
2012
$000
4,298
4,007
1,002
542
-
9,849
2,499
9,666
12,165
2011
$000
2,718
4,454
2,446
508
25
10,151
3,695
9,125
12,820
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
2012
Revenue
Sales
AUS
UK
AUS
UK
AUS
UK
AUS
Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
12,028
5,901
4,701
445
2,566
7,165
- 32,806
Other revenue
56
-
47
-
23
-
(557)
(431)
total segment revenue 12,084
5,901
4,748
445
2,589
7,165
(557) 32,375
Result
Segment result
2,735
2,174
1,136
70
120
3,812
(730)
9,317
assets and liabilities
segment assets
15,632
2,745
761
89
7,425
4,813
1,566
33,031
Corporate assets
total assets
5,225
38,256
segment liabilities
7,743
2,002
3,027
151
1,127
2,432
- 16,482
Corporate liabilities
total liabilities
other segment
information
Investment in
associates (note 9)
Share of net profits of
associates (note 9)
Acquisitions property,
plant & equipment
-
21
35
Depreciation and
amortisation expense
546
-
-
4
6
238
(68)
13
-
-
-
-
-
7
171
0
15
-
-
5
7
6,424
22,906
-
-
-
-
238
(48)
64
745
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
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)
Share of net profits of
associates (note 9)
Acquisitions property,
plant & equipment
Depreciation and
amortisation expense
328
(63)
101
73
-
-
6
8
-
-
47
-
-
-
196
94
-
-
3
3
-
-
5
8
7,494
22,623
-
-
-
-
328
(63)
162
382
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Reconciliation of reportable segment profit or loss:
Total profit for reportable segments
Other income
Overheads
Interest
2012
$000
9,317
62
(7,531)
(1,012)
2011
$000
5,827
97
(4,765)
(932)
Consolidated profit/(loss) before income tax from
continuing operations
836
227
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 coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
22. earnings/ (loss) per share (ePs)
(a) Basic earnings/(loss) per share
(cents per share)
(b) Diluted earnings/(loss) per share
(cents per share)
(c) Earnings/(loss) used in calculating earnings
per share
Consolidated
2012
2011
(0.11)
0.07
(0.11)
0.07
Profit/(loss) attributable to the ordinary equity holders
of the Company used in calculating basic earnings
per share
(257)
164
Profit/(loss) attributable to the ordinary equity holders
of the Company used in calculating diluted earnings
per share
(257)
164
(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
237,877,616
236,710,493
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.
237,877,616
236,710,493
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23. capital and leasing commitments
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
2012
$000
2011
$000
113
38
151
151
(8)
143
185
-
185
35
83
118
118
(11)
107
727
1,104
1,831
The operating lease commitments relate to the following:
• 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.
• The property lease at 613-619 Wellington Street, Perth, Western Australia expired in April 2012 and is
currently being renegotiated.
24. after reporting date events
As reported to the market in April 2012, the Company reached agreement to restructure and expand
its relationship with Beacon Events Limited (“Beacon”). In July 2012 this change was effected by the
contribution of the Group’s worldwide events business to Beacon in exchange for 60% of the equity interest
in Beacon. The transaction will be accounted for in the first half of fiscal 2013.
In August 2012, Mr. Chris Maybury joined the Board of Aspermont Limited. Mr. Maybury is a Non-Executive
Director of Beacon. The Board has proposed the grant of an unlisted share option to Mr. Maybury, subject to
shareholder approval, of 5,000,000 shares on the following terms:
• Fully vested on the date of grant
• Expiration date four years from the date of grant while remaining a member of the Board
• Strike price to be 150% of the market value on the date of grant
• Date of grant the day of the general meeting in which the grant is approved by shareholders.
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Notes to the coNsolidated fiNaNcial statemeNts
For the year ended 30 June 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
25. Business combinations
(a) Summary of acquisition – Kondinin Information Services Pty Ltd
On 17 January 2011 the parent entity became the sole shareholder of Kondinin Information Services Pty Ltd
(“KIS”). Adjustments to the provisional net assets and liabilities acquired as part of this transaction were
made in 2012.
The tables below disclose both the provisional and final values relating to the purchase of KIS.
Value of KIS investment at January 2011
Valuation of KIS
Impairment of KIS investment
(b) Purchase consideration – KIS
Provisional
$’000
1,429
1,203
226
Details of the fair value of assets, liabilities and acquired intangible assets are as follows:
Purchase consideration:
Cash paid
Adjustment for equity accounting
Impairment recognised
Total purchase consideration
Fair value of net identifiable assets acquired
Customer/Membership base
Trademarks
Outflow of cash to acquire subsidiary
Cash consideration *
Less: Cash balance acquired
Inflow of cash in 2011
* $1,536,359 cash paid in prior years
Provisional
$’000
1,536
(107)
(226)
1,203
28
831
344
1,203
Consolidated
$’000
-
458
458
Final
$’000
1,429
1,054
375
Final
$’000
1,536
(107)
(375)
1,054
(121)
831
344
1,054
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 $200,544 in the current fiscal year (2011: 86,000).
(c) Assets and liabilities acquired – KIS
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
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Fair Value –
Provisional Net
Assets Purchased
$’000
457
417
210
82
(254)
(681)
(203)
28
Fair Value –
Provisional Net
Assets Purchased
$’000
457
417
96
82
(254)
(681)
(238)
(121)
(d) Summary of acquisition – Waste Management and Environment Media Pty Ltd
On 10 January 2012 the parent entity acquired the controlling interest and remaining 70% in Waste
Management and Environment Media Pty Ltd (“WME”). This business combination has been provisionally
accounted for. The acquisition agreement includes an earn-out contingent liability of up to $464,000, payable
in fiscal 2014, based on the EBITDA achieved in fiscal 2013. This amount has not been included in the
provisional purchase price accounting below.
Details of the fair value of assets, liabilities and acquired intangible assets are as follows:
Purchase consideration:
Cash paid (net of dividends received)
Adjustment for equity accounting
Amount payable
Total purchase consideration
Fair value of net identifiable assets acquired
Customer/Membership base
(e) Net cash outflows – WME
Outflow of cash to acquire subsidiary
Cash consideration paid *
Less: Cash balance acquired
Net outflow of cash
* $276,399 cash paid in prior years
$’000
696
73
420
1,189
77
1,112
1,189
$’000
696
(83)
613
(f) Assets and liabilities acquired – WME
The assets and liabilities arising from the acquisition are as follows:
Cash
Trade receivables
Property, plant & equipment
Trade payables
Income in advance
Employee provisions
Net assets
Fair Value –
Provisional Net
Assets Purchased
$’000
83
267
35
(83)
(138)
(87)
77
26. contingent liabilities
As disclosed in note 25, the consolidated entity has an earn-out contingent liability of $464,000 potentially payable
in fiscal 2014 based on the 2013 EBITDA results of Waste Management and Environment Media Pty Ltd.
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diRectoRs’ declaRatioN
In the directors’ opinion:
1.
the financial statements and notes set out on pages 35 to 81 are in accordance with the
Corporations Act 2001, including:
a) complying with Australian Accounting Standards, the Corporations Regulation 2001 and other
mandatory professional reporting requirements; and
b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 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
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
September 17, 2012
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aDDitiONal iNfOrmatiON fOr liSteD publiC COmpaNieS
As at 23rd August 2012 l ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES
The following additional information is required by the Australian Securities Exchange Limited in respect of
listed companies:
a)
Shareholding
Ordinary Share Capital
238,710,493 (2011: 236,710,493) shares are held by 350 (2011: 370) individual holders.
All issued ordinary shares carry one vote per share.
Distribution of Shareholders Number
Category (size of holding)
2012
2011
Ordinary shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
48
24
74
107
97
350
45
30
81
112
102
370
The number of shareholdings held with less than marketable parcel is 65 (2011: 79).
b)
Share Options (Unquoted)
Number of Options
Number of Holders
Exercise Price
Date of Expiry
21,900,000
6
15c
30 October 2015
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 23rd August 2012 l ASPERMONT LIMITED AND ITS 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 under the symbol ASP.
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
29,531,000
11,200,000
48.98%
12.37%
4.69%
h) 20 Largest Shareholders – Ordinary shares
Name
1 Drysdale Investments Limited
107,312,500
44.96%
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 Mr John Stark and Mrs Julie Stark
6 Glacier Media Inc
7 National Nominees Limited
8 Mr Alan Cowen
9 Allan Dale Real Estate Pty Ltd
10 Mr Robert Miller
11 Chepan Pty Ltd
12 Mr Rhoderic Charles Whyte
13 Yarandi Investments Pty Ltd
14 Citicorp Nominees Pty Limited
15 Mr Colm John O'Brien
16 B F A Pty Ltd
17 Dr Carole Anne Jones
18 Mr David Nizol
19 Mr Thomas George Klinger
20 Peterborough Nominees Pty Ltd
13,735,000
11,200,000
9,562,500
9,126,000
8,637,317
5,165,810
5,033,856
5,000,000
3,481,353
3,210,000
3,000,000
2,923,158
2,362,513
2,000,000
1,950,000
1,816,000
1,700,603
1,637,241
1,593,750
5.75%
4.69%
4.01%
3.82%
3.62%
2.16%
2.11%
2.09%
1.46%
1.34%
1.26%
1.22%
0.99%
0.84%
0.82%
0.76%
0.71%
0.69%
0.67%
200,447,601
83.97%
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2
1
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2
86
NOTES
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A
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2
1
0
2
87
NOTES
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n
A
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2
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0
2
88
aUstraLia
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