ABN: 66 000 375 048
ANNUAL REPORT
For the financial year ended
30 September 2018
For personal use only
ASPERMONT LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Table of Contents
Corporate Directory
Operational Highlights Report – Managing Director
Directors’ Report
3
4
13
Auditor’s independence declaration
33
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Information for Listed Public Companies
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35
37
38
39
40
82
83
87
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ASPERMONT LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
CORPORATE DIRECTORY
Directors
Andrew Leslie Kent
John Stark (Alternate to Andrew Kent)
Alex Kent
Geoffrey Donohue
Christian West
Clayton Witter
Company Secretary
David Straface
Key Management Personnel
Alex Kent – Managing Director, Group
Nishil Khimasia – Chief Financial Officer, Group
Ajit Patel – Chief Operating Officer, Group
Matt Smith – Chief Commercial Officer, Group
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
Solicitors
Stephen Roy Webster
11/37 Bligh Street
Sydney NSW 2000
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco WA 6008
Share Registry
Automic Registry Services
Level 2 / 267 St Georges Terrace
Perth WA 6000
Bankers
National Australia Bank Group
197 St Georges Terrace
Perth WA 6000
Investor Relations
Pegasus Corporate Advisory
Level 16, 1 Market Street
Sydney 2000
ASX Limited
ASX Code: ASP
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Overview
Aspermont has successfully completed a three year strategic, operational, digital and
financial transformation to strengthen its position as the leading media services provider
to the global resources industry.
The Company is now profitable, cash flow positive, carries no balance sheet debt and has
the resources available to fund its accelerated growth strategies.
Aspermont is growing its top line revenues and bottom line profits with improving gross
margins.
The Company has entered a new and accelerating growth phase.
Performance versus Guidance
The Company’s previous guidance for FY18 was for:
1. Strong top line growth
2. Improvement in all its key SaaS metrics
3. Successful launch of new Events and Research & Data businesses
4. Expanding gross profit margins
5. Normalised earnings being positive but flat, reflecting continued investment in the
business.
The Directors are pleased to advice at the full year that Aspermont’s has delivered
exactly that.
The results for the twelve months ended 30 September 2018 reflect the significant
improvement in Aspermont’s financial performance and outlook.
Key Financial Highlights
Year Ended 30 September
2018
2017(1) Improvement(2)
Total Revenue
$14.0
$11.6m
+21%
Subscriptions Revenue
Digital Advertising Revenue
Print Advertising Revenue
Research & Data
Events Revenue
Gross Margins
EBITDA(3)
$5.7
$3.0
$4.0
$4.7m
$2.8m
$3.9m
+21%
+7%
+3%
$0.15
$0.06
+150%
$1.2
54%
$0.1m
+1100%
46%
+8%
$0.2m
$0.1m
+100%
Cash Flow From Operating Activities(3)
$0.6m
$0.1m
+500%
(1) Based on unaudited management accounts.
(2) Growth figures are at constant currency.
(3) EBITDA and Net Cash from Operating Activities figures are normalised (refer Appendix 1).
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
During 2017, Aspermont changed its financial year end to 30 September from 30 June. As a
consequence, the statutory prior reporting period in the consolidated financial statements covers
the 15 months ended 30 September 2017.
However, the Directors believe a more meaningful prior period is the directly corresponding 12
month period ended 30 September 2017. Accordingly, the Directors have presented in this
highlights section figures for the 12 months ended 30 September 2017. These figures are based
on internal management accounts that have not been audited.
Key Achievements
• Completion of operational restructure
• Total revenue growth of 21% to $14.0m and accelerating
• Strong growth in subscriptions revenues and in Lifetime Values
• Digital advertising revenues up
• Print successfully repositioned as a premium product and back in growth
•
• Strong lift in normalized cash flow from operating activities
• Successful launch of new Events business and new Research & Data division.
Improvement in reported and normalised EBITDA profitability
Key Subscriptions Metrics
Key Subscriptions SaaS
As at 30 Sept
As at 30 Sept
12 months
2018
2017
Growth
Metrics
Number of Subscriptions
Average Revenue Per Unit (ARPU)
8,195
$832
7,956
$735
Annual Contract Value (ACV)
$6.8m
$5.9m
Web Traffic (Sessions)
Web Traffic (Users)
Loyalty Index
Renewal Rate
Lifetime Years(1)
Lifetime Value(2)
4.7m
1.9m
61%
84%
6.2
4.5m
1.6m
57%
79%
4.8
$42.2
$28.2m
3%
13%
15%
4%
19%
7%
6%
29%
50%
(1) Lifetime Years is the average lifetime of all subscriptions (i.e. 1/churn rate).
(2) Lifetime Value is the aggregate of present and expected future values of all subscriptions (i.e. lifetime
years multiplied by annual contract value).
The Directors are pleased to report that in the twelve months since 30 September 2017,
all key SaaS metrics have grown strongly as they have done over the last few years.
In the last 12 months the business has continued to develop its content quality and
audience depth in existing subscription accounts. The success of those strategies can be
seen in the rising price per subscriptions (ARPU +13%) at the same time as an
expanding readership base (Users +19%).
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
We have also continued to invest in our automated marketing systems whose continuous
process improvements are shown well by rising customer engagement (Loyalty Index
+7% & Session +4%).
Combining this performance in content and marketing thus drives the highly significant
increase in our subscriber renewal rates (+6%) which in turn extends the longevity of
our subscriptions (Lifetime Years +29%) and therein the future values to the business
(Lifetime Value +50%).
The Lifetime value of our existing subscriptions now stands at $42m while Aspermont’s
total market capitalisation sits at below half of that figure.
Upward Momentum sustained since strategy implemented in 2015/16
Many of the company’s key strategies have been in place for a number of years. The
present senior management team began at Aspermont in FY16. Comparing the position
of the business then to what it is at the close of FY18 underlines the sustained
improvement in all key aspect of the Company.
The Company expects to see this momentum continuing to build in FY19.
Sept 2018
June 2016(1)
s
n
o
i
t
p
i
r
c
s
b
u
S
s
l
a
i
c
n
a
n
i
F
Orders
8,195
7,158
Renewal Rate (Volume)
81%
73%
Annual Contract Value
$6.8m
$4.5m
Lifetime Value
$42.2m
$16.5m
Users
1.9m
1.1m
Revenue
(Continuing Ops)
$14.0m
$12.5m
Normalised EBITDA
$0.2m
($1.1m)
Normalised Cashflow from Operations
$0.6m
($0.3m)
Debt
$0.0m
$8.2m
(1) Based on unaudited management accounts.
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Financial Position
The Company successfully completed a $2.1m capital raising in April 2018 (net cash
$1.9). The Directors appreciate the endorsement and support of existing and new
shareholders. Aspermont has no net debt and the funds raised will be used to accelerate
the Company’s growth strategy.
At year end, the Company has a cash balance in excess of $2m despite its significant
investment in organic business drivers.
Specific Investment Areas
Development of a fully fledge People strategy is central to Aspermont’s long term growth
ambitions. The Company’s recently capital raising will enable the Company to continue its
investment in new products and services and also to assist with further recruitment of
talent.
The Company announced the appointment of a Chief Commercial Officer, in August 2018,
and intends to build further depth in both its senior management and operational
resources during FY19.
Outlook
Aspermont has been reinvigorated through its business transformation and the
completion of its operational restructure. The Company’s digital media platform (Project
Horizon) is now fully in play. Aspermont is set to maximise returns as a result of the
resurgence of the global resources industry, to which it is the leading media services
provider, and the pursuit of three primary short-term growth drivers:
1. Offering new product solutions in complementary industry sectors such as
agriculture, energy and technology
2. Expanding the business across multiple geographies
3. Leveraging the Company’s platform and digital media expertise with the recent
launch of the new Events business and the Research & Data division.
The Directors of the Company and its senior management team remain focussed on
these clear and substantial growth opportunities.
Significantly, all of Aspermont’s existing revenue classes are growing with expanding
gross profit margins: strong subscriptions revenue growth is expected to continue
alongside improvement in all its key SaaS metrics. Growth in advertising in both digital
and print format is also expected to accelerate in the forthcoming year.
In Events, Aspermont is experiencing extremely high levels of growth which are expected
to continue in the current financial year. At the time of publication of this report the
Company’s 100% owned Events business has generated $2.5m+ of new revenue since
the launch of its inaugural product (‘Future Of Mining’ - Sydney) some 6 months ago.
There is a high level of development and new launch activity in the Events area for the
forthcoming year.
Summary of FY19 expectations:
• High topline growth
• All revenue classes to remain in growth
• Significant improvement across the board in key SaaS metrics
• Gross and net margins to continue expanding
• Strong profitability and cash flow improvements
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Board & Leadership Team
Alex Kent
Managing Director
Since joining the company in 2007, Mr Alex Kent has worked across all divisions of
Aspermont Group. During this time, he has built up an extensive knowledge of its
product portfolio and been a key influencer in the overall business vision. He is currently
the Group's Managing Director but has held previous executive roles in both marketing
and digital strategy.
Having previously graduated through Microsoft's Executive Academy and with a double
honours degree in Economics, Accounting and Business Law, Mr Alex Kent brings further
depth to the Aspermont board and operations as the Group continues its digital
evolution.
Mr Alex Kent joined the board as an Executive Director and holds a number of other
private company directorships.
Comment:
“Having transformed itself over the last three years; at almost every level of the organisation Aspermont
has a unique opportunity to deliver high growth over the next few years both from a revenue, earnings
and a shareholder value perspective.
That growth will be achieved through the development of our core business, leveraging that model into
new markets and identifying targeted acquisition where they fit our overall strategy and provide earning
accretive results.
The company’s long-term vision may not have changed since 2003 but the capacity, capability and
focused approach to delivery today are markedly different.
We have built an exceptional team within the business not just at the management levels but throughout
the entire organisation. Focusing on people, skills and capacity will hallmark our development as a
company going forward.
Having worked at Aspermont since 2007 there has never been a more exciting time. It is now all about
focus and delivery.”
Ajit Patel
Chief Operating Officer
Ajit has more than 30 years of experience in the media industry, working across print
and digital media, events and market research. Before joining Aspermont in 2013, he
worked for Incisive Media in London, where he was responsible for infrastructure,
software development, online strategy, vendor management and large scale systems
implementation. Ajit is responsible for Aspermont's online strategy implementation, IT,
Production & Marketing functions and all external providers. His role reflects the Group's
priority to further strengthen its online presences and internal systems.
Comment:
“I came to Aspermont because I saw an opportunity for the company to truly dominate a global industry
the size that mining is, from an end to end media perspective. Moreover and despite its size, Aspermont
had demonstrated technological leadership in both digital subscriptions and paywall solutions, which had
been implemented before any other media company was even thinking this way.
The company had a clear vision of how it wanted to develop both as a business and technologically and
given my experience in building similar models and platforms at Incisive Media and VNU (now Nielsen) I
believe I could help them realise that vision with the knowledge that their Executive team knew exactly it
would be a total transformation of the business and culture to enable us to deliver on the ambitions.
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Project Horizon (PH) was the architecture to help Aspermont build a technological framework that would
enable it to meet it business goals. With the rollout of all brands onto that platform we have already
seeing great growth in subscriptions and digital revenues.
What excites me most about Aspermont is the fact the we have only just started the journey with our
market leading content and there are so many products and facets we can bring into our media solution
that will enhance profitability not just in mining but all the other sectors we scale to.”
Nishil Khimasia
Chief Financial Officer
Mr Khimasia has significant and relevant experience in financial management, business
development and transformation in entrepreneurial growing companies in the global B2B
sector. Over the past 8 years Mr Khimasia held CFO and General Management positions
at Equifax UK & Ireland, part of Equifax Inc., one of the world's largest information
solutions providers, with responsibility for developing UK & Ireland business. His
experience in developing information solutions, big data and analytics will add great
value to Aspermont in optimising the benefits of Project Horizon.
Comment:
“Aspermont’s positioning in its markets and the blue chip client bases it serves, reflects both the
credibility and leadership of its brands and also the opportunities it has to leverage them going forward.
The company has spent nearly 20 years building and refining its subscription-based digital media solution
to a point of realising scalability. It has also in the last three years restructured its entire operating
structure to maximise new growth. With new systems, process and people in place it is an exciting time
both for Aspermont and for us that work there.”
Matt Smith
Chief Commercial Officer
Matt joined in August 2018 as Chief Commercial Officer; with a key focus on sales and
commercial activities for the group. Previously, Matt was Group Publishing Director at
Incisive Media, where he transformed both the Business Finance Group and Institutional
Investment Groups and led the company's transition from print to digital for several of its
established brands. Matt brings specialist skills in commercialising digital content,
database and information management to the role.
Comment:
“Having worked in the Technology industry for 20 years, I have seen the rapid shift in the media and
publishing landscape. With the chase for scale, many B2B publishers have forgotten the core value of
quality content and audience quality. Aspermont have led the way with their paywall platform and
international coverage across the Global resource industry, but at no stage compromising on editorial
quality. As a specialist publisher, they are at the forefront of audience engagement backed by high value
brands. This is supported by a hugely talented team that bring innovation and passion to the business.
I believe this has uniquely placed Aspermont at the very forefront of delivering the best solutions and
services to our global partners. I am excited to be leading the commercial growth of Aspermont during a
very exciting phase for the business.”
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Andrew Kent
Non-executive Chairman
Mr Andrew Kent, Chairman, is an experienced Business Manager and Corporate Advisor
with over 40 years’ experience in international equities and media. Mr Kent was the CEO
of Aspermont from 2000 to 2005 and holds considerable knowledge of its products and
the market landscape. Mr Kent is a member of the Australian Institute of Company
Directors.
Comment:
“As a long serving chairman of Aspermont Ltd I have found that a sound vision is only able to be
delivered when the right culture and organisational skills are fully aligned with it.
The company has built both technological IP and knowledge capital since its successful pioneering of a
paid content digital media solution in 2003 – at a time when all else said the internet must be free and
advertising solutions should be based on website volume and not audience quality. Aspermont proved
then what it is again ready to prove now; albeit on a far larger scale. That is, that high provident
content, timeliness and effective delivery are ‘must have’ propositions for industry professionals.
When operating in an era of ‘fake news’ the value lines for a publisher have never been clearer or more
important, to the communities they serve.
Tech solutions with high growth and profitability are rare. As Aspermont completes its transformation of
the last three years it comes back to the market with both – and is supported by a board and executive
team who have all the ingredients to create real long-term value for its shareholders.”
Geoff Donohue
Lead Independent Director
Mr Geoff Donohue has over 30 years’ experience at both board and senior management
level within public companies and the securities industry. Mr Donohue holds a Bachelor of
Commerce from James Cook University of North Queensland, Graduate Diploma in
Financial Analysis from the Securities Institute of Australia and is a Certified Practicing
Accountant.
Comment:
“I began my involvement with ASP three years ago and have been Lead Independent Director since
October 2016. During this time I have witnessed and been involved in the Company transforming itself at
balance sheet, management, board, technical, operational and functional levels. The decisions taken and
implemented to give effect to this transformation were very well planned, executed and courageous. This
process is ongoing.
Aspermont is now very well positioned to create substantial shareholder value as the benefits of the past
two years of change yield expected excellent results. I look forward to being part of this and am very
excited by it.”
Christian West
Non-executive Director
Christian West has over 16 years' experience in advising public companies on portfolio
structure and in deal origination, development and financing for private companies.
Christian has a successful track record investing in global equities, through public
market, venture capital and private equity investment channels across media, technology
and natural resource sectors. He is currently a Director of RDP Limited, a venture capital
group specialist in the natural resources sector.
Comment:
“I have been working with Aspermont since the summer of 2016 before joining the Board as a Non-
Executive Director in May of 2017. I have been impressed with the high quality of the Executive team
and the turnaround plan they have actioned. The Company and Management have embraced the digital
revolution within the publishing and media sector. The Company is showing impressive growth in both its
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
established business and newly launched products and is a credit to the enthusiasm, dedication and
talent shown throughout the Aspermont family.
The coming year should show continuing development and provide exciting opportunities for the
management team and Aspermont's shareholders.”
Clayton Witter
Non-executive Director
Clayton Witter has over 20 years' experience in advising large and medium size
organisations on implementation of new technologies to transform business processes
across a number of sectors including FMCG (consumer goods), Manufacturing, Banking,
Information Technology and Electrical household appliances. He was previously Managing
Director at Beko Plc, the UK home appliance manufacturer where under his management,
Beko became market leader across multiple product categories.
Comment:
“I am excited about Aspermont because the business has a talented executive team full of passion and
drive, who are well equipped to realise the potential of Aspermont to be the market leader and the first
point of reference for business intelligence, information and data in the sectors within which it operates.
This presence together with the current development of new technology platforms will allow the expertise
within the executive to connect global partners through event forums that deliver immense value for
participants and significant additional revenue for Aspermont.
Within the last year the company has shown significant improvement in its overall financial performance
which serves as a great platform and foundation for the exciting and ambitious plans ahead and I am
looking forward to supporting the executive team together with my fellow non- executive directors to
deliver on these plans.”
General Summary:
After a 2 year transformation Aspermont now has the world’s leading industrial content
for the global resources industry.
The company has a clear and substantial growth opportunity to leverage its platform and
digital media expertise, to aggressively expand the business across multiple geographies
and sectors.
Our high performance SaaS based subscription model, with growing profitability, high
quality recurring revenues and world leading customer endorsements position us to
maximize our short term objectives.
Our experienced board and management teams are aligned with relentless focus on
execution of growth opportunities, to deliver an accelerated and sustained new growth
phase.
Yours sincerely,
Alex Kent
Managing Director
Aspermont Limited
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Appendix 1: Normalised EBITDA
The reconciliation of statutory earnings to EBITDA is as follows:
Year Ended
30 Sept 2018
$000
15 Months ended
30 Sept 2017
$000
Reported income/(loss) from continuing
operations before income tax expense
(868)
(10,776)
Net interest
Depreciation and amortisation
Other (share based payments & provisions,
foreign exchange, other income)
Discontinued operations and other income
Impairment of Intangible assets
Reported EBITDA
Fair value revaluation and interest receivable of
Beacon loan
Exceptional one-off charges(2)
New business establishment costs(3)
Normalised EBITDA(1)
24
188
(43)
-
-
(699)
(584)
389
1,070
176
1,185
561
-
552
6,395
(2,083)
-
2,189
-
106
Normalised Cash Flow from Operations Reconciliation
Year Ended
30 September
2018
$000
30 September
2017
$000
Cash flows from operating activities
Cash receipts from customers
Cash outflows to suppliers and employees
Interest and other costs of finance paid
Cash outflow from Operating activities
Exceptional cash outflows to suppliers(2), (3)
Normalised Cash
operating activities (1)
inflow/(outflow) from
14,225
(14,648)
(13)
(436)
992
556
22,588
(27,569)
(45)
(5,026)
5,219
193
Notes for Normalised EBITDA and Normalised Cash Flow from Operations reconciliations:
(1) Based on unaudited management accounts.
(2) One-off expenses relating to business restructuring, divestments and legal costs.
(3) Estimated expenditure in relation to the establishment of the Events business and the new
Research and Data division.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
The Directors’ present their twelve-month financial 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 September 2018.
Directors
The following persons were directors of Aspermont Limited during the financial year and up
to the date of this report:
Andrew L. Kent
John Stark
Alex Kent
Geoffrey Donohue
Christian West
Clayton Witter
Principal activities
The Group’s principal activities during the year were to provide market specific content
across the Resources sectors through a combination of print, digital media channels and
face to face networking channels.
Operating results
The operating loss after tax for continuing operations was $0.9m (15 months to 2017: loss
$11.6m). The operating profit after tax for discontinued operations was nil (15 months to
2017: loss $10.7m). The consolidated loss after tax for the group was $0.9m (15 months
to 2017: loss $0.9).
Dividends
No dividend has been declared for the year (2017: no dividend).
Review of operations
A review of the operations of the Group during the financial year has been set out in pages
4 to 8 of this report.
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.
Events subsequent to the end of the year end
There were no events subsequent to the end of the year end that require disclosure.
Likely developments and expected results of operations
The upcoming year is expected to be one of further development in our Technology base
and business models, alongside a return to profitability for 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.
Auditors’ declaration
The lead auditor’s independence declaration is set out on page 34 and forms part of the
directors’ report for the year ended 30 September 2018.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Rounding of amounts
The parent entity has applied the relief available to it under Legislative Instrument
2016/191 and accordingly, amounts in the financial statements have been rounded off to
the nearest thousand dollars, unless otherwise stated.
Dated at Perth this 28th December 2018
Signed in accordance with a resolution of Directors:
Alex Kent
Managing Director
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
A.L Kent, AAICD Chairman and non-executive director
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. Mr Kent is a
member of the Australian Institute of Company Directors.
Other current directorships
No other listed company directorship
Former directorships in last 3 years
No other listed company directorship
Special responsibilities
Chairman of the Board
Interest in shares and options
566,780,087 ordinary shares in Aspermont Limited
J Stark, AAICD Alternative Director
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. Mr Stark was appointed Alternative Director to Mr Andrew Kent on the
26th May 2018.
Other current directorships
None
Former directorships in last 3 years
None
Special responsibilities
None
Interest in shares and options
385,897,000 ordinary shares in Aspermont Limited
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Alex Kent, (Double Hons) BSc Economics, Accounting & Business Law Managing
Director
Experience and expertise
Since joining the company in 2007, Mr Alex Kent has worked across all divisions of
Aspermont Group. During this time, he has built up an extensive knowledge of its
product portfolio and been a key influencer in the overall business vision. He is
currently the Group's Managing Director but has held previous executive roles in
both marketing and digital strategy.
Having previously graduated through Microsoft's Executive Academy and with a
double honors degree in Economics, Accounting and Business Law, Mr Alex Kent
brings further depth to the Aspermont board and operations as the Group continues
its digital evolution.
Other current directorships
No other listed company directorship
Special responsibilities
Managing Director
Member of Audit Committee
Former directorships in last 3 years
Resourceful Events Limited, resigned 17 May 2018
Interest in shares and options
259,749,245 ordinary shares
258,245,641 options
27,000,000 performance rights
Geoffrey Donohue, B.COM, Grad. Dip Financial Analysis (FINSIA), CPA Lead
Independent Director
Experience and expertise
Mr Geoffrey Donohue has over 30 years’ experience at both board and senior
management level within public companies and the securities industry. Mr Donohue
holds a Bachelor of Commerce from James Cook University of North Queensland,
Graduate Diploma in Financial Analysis from the Securities Institute of Australia and
is a Certified Practicing Accountant.
Other current directorships
Zamanco Minerals Limited (ASX: ZAM)
Special responsibilities
Chairman of Audit Committee
Chairman of Remuneration Committee
Former directorships in last 3 years
N/A
Interest in shares and options
44,642,000 ordinary shares
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Christian West, FCA CF30/RDR Non-Executive Director
Experience and expertise
Mr Christian West has over 16 years’ experience in advising public companies on
portfolio structure and in deal origination, development and financing for private
companies. Christian has a successful track record investing in global equities,
through public market, venture capital and private equity investment channels
across media, technology and natural resource sectors.
Other current directorships
No other listed company directorships
Special responsibilities
Member of Audit Committee
Member of Remuneration Committee
Former directorships in last 3 years
No other listed company directorships
Interest in shares and options
6,181,320 ordinary shares
Clayton Witter, BBA Batchelor of Business Administration, & International
Marketing Non-Executive Director
Experience and expertise
Mr Clayton Witter has over 20 years’ experience advising large and medium size
organisations on implementation of new technologies to transform business process
across a number of sectors including FMCG (consumer goods), Manufacturing,
Banking, Information Technology and Electrical household appliances. Mr Witter
was previously Managing Director at Beko Plc, the UK home appliance manufacturer
where under his management, Beko became market leader across multiple product
categories.
Other current directorships
No other listed company directorships
Special responsibilities
Member of Remuneration Committee
Former directorships in last 3 years
No other listed company directorships
Interest in shares and options
3,306,320 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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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Company secretary
The Company Secretary is Mr David Straface. Mr Straface was appointed to the position of
Company Secretary in July 2016. Mr Straface is a company director, advisor and lawyer
with over 15 years of experience in the corporate finance industry. He is a Fellow of the
Financial Services Institute of Australasia.
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 September 2018, and the number of meetings
attended by each director were:
Full meetings of Directors
Meetings of committees
Audit & Risk
Remuneration
A
11
6
11
11
10
11
B
11
11
11
11
11
11
A
**
**
5
5
5
B
**
**
5
5
5
**
**
A
**
**
**
3
3
3
B
**
**
**
3
3
3
A.L Kent
J Stark
A Kent
G Donohue
C West
C Witter
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
# Audit matters were addressed by the entire board
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
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:
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
A
B
C
D-G Additional information
H Other transactions with directors and KMP
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; and
•
transparency.
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; and
• attracts and retains high caliber 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; and
• provides a recognition for contribution.
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.
Remuneration Consultants
During the financial year the Group’s remuneration committee did meet but did not
engage the services of a remuneration consultant.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Directors’ fees:
The base remuneration was reviewed in the year and the following base fees were
determined:
Base Fees
Executive Chairman
Non-Executive Directors
Lead Independent Director
30 September 2018
$100,000(1)
$45,000
$100,000
(1)The Chairman in addition to base fees also has an agreement with management for additional non-chairman
related services amounting to $100,000 per annum.
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.
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 is no guaranteed base pay increases in an executive’s contract.
Benefits
Executives receive benefits including health and life insurance.
Superannuation & Pension
Australian based Executives are paid the statutory contribution of 9.50%. United Kingdom
based Executives are paid a pension between 8% - 10% on their base salary. 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 financial 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 Group currently does have a policy to limit “at risk” remuneration for executives. In
the current year STI was linked to revenue, EBITDA and cashflow targets as well as other
operational and personal performance measures. The resultant bonuses payable as a
result of meeting targets have been declared within Executive remuneration on page 20.
20
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Feature
Description
Max opportunity MD and other executives: 50% of fixed remuneration
Performance
metrics
The STI metrics align with our strategic priorities of market
penetration and growth, operational excellence, shareholder value
and fostering talented and engaged people.
Metric
Target
Revenue Growth and
Adjusted EBITDA
30%
increase
Weightin
g
30-40%
Reason for
selection
Reflects
improvements in
both revenue and
cost control
Focus of the
group’s growth
strategy for the
next 5 years
10%
increase
10-20%
20-30%
10-20%
Individual
KPIs set
annually
Specific
to
individuals
Retention of
customers and
increasing market
share
Targeted metrics
have been chosen
that are critical to
individual roles
Increase group’s
market share in
subscriptions and
digital
advertising
Operational
Excellence
Individual
performance
metrics
Delivery of STI
STI awarded is paid in cash or shares at the end of the financial year
and can be deferred at Board’s discretion and is subject to forfeiture
on resignation.
Board discretion The Board has discretion to adjust remuneration outcomes up or
down to prevent any inappropriate reward outcomes, including
reducing (down to zero, if appropriate) any deferred STI award.
STI awards for this year were based on meeting increase in market share in subscriptions,
EBITDA, delivering 50% of individual KPIs and that specific to individuals. The payments
made for this year are disclosed in the remuneration table on page 24 as well on page 26
showing how much each award represented as percentage of each individual fixed
remuneration.
Long-term incentives
Long-term incentives are provided to certain employees to incentivise long-term objectives
and tenure via performance rights. Performance Rights provide a non-cash incentive that
aligns directors and employees interests with those of the shareholders and are granted to
motivate and retain directors and employees over a multi-year tenure.
The Company granted Performance Rights for this financial period as disclosed on page
27.
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.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
The key management personnel of the Group are the following:
John Stark – Alternative Director to Mr Andrew Kent
• Andrew Leslie Kent – Chairman and Non-Executive Director
• Alex Kent – Managing Director, Group
•
• Geoffrey Donohue – Lead Independent Director
• Christian West – Non-Executive Director
• Clayton Witter – Non-Executive Director
• Ajit Patel – Chief Operating Officer, Group
• Nishil Khimasia – Chief Financial Officer, Group
• Robin Booth – General Manager, Group (until May 2018)
• Matt Smith – Chief Commercial (appointed August 2018)
Details of Directors and key management personnel of the Group remuneration for the
year ended 30 September 2018 are as follows:
Short-term employee benefits
Share based
payments
Cash
salary or
fees
STI
related
payments
Non-
monetary
benefits
Performance
rights
Long term
employee
benefits
Post-
employment
benefits
Long
service
leave
Super-
annuation/
Pension
Total
2018
Name
Executive
directors
A Kent (1)
350,049
79,557
21,989
53,010
Sub-total
350,049
79,557
21,989
53,010
Non-executive
directors
A.L Kent
(Chairman)
G Donohue (4)
C West (5)
C Witter (6)
Sub-total
Other key
management
personnel
R Booth (1,2)
A Patel (1,7)
N Khimasia (1) (7)
M Smith (1,3)
Sub-total
191,324
100,000
45,000
45,000
381,324
-
-
-
-
-
-
-
-
-
-
-
-
138,359
265,188
265,188
36,511
705,246
-
92,815
33,149
-
125,964
8,318
15,452
4,800
-
28,570
-
26,505
26,505
-
53,010
Total (Group)
1,436,619
205,521
50,559
106,020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
504,605
504,605
8,676
200,000
-
-
8,676
100,000
45,000
45,000
390,000
9,900
26,519
21,215
-
57,634
156,577
426,479
350,857
36,511
970,424
66,310
1,865,029
1. UK executive remuneration, paid in British Pounds, has been converted to Australian Dollars at the average exchange rate for the
year ended 30 September 2018.
2. Resigned May 2018
3. Appointed August 2018
4. Remuneration will be entirely in stock with the share price set at the volume weighted average price (VWAP) over the 12 months of
the calendar year
5. Remuneration was $10,000 in cash and remainder will be entirely in stock with the share price set at the volume weighted average
price (VWAP) over the 12 months of the calendar year
6. Remuneration was $17,500 in cash and remainder will be entirely in stock with the share price set at the volume weighted average
price (VWAP) over the 12 months of the calendar year
7. STI will be 50% cash and 50% in stock with the share price set at the volume weighted average price (VWAP) over the 12 months of
the calendar year
7. STI will be in stock with the share price set at the volume weighted average price (VWAP) over the 12 months of the calendar year
22
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Key management personnel of the Group and other executives of the Company and the
Group (continued):
2017
Name
Executive
directors
A.L Kent
(Chairman)
A Kent (1)
Sub-total
Non-executive
directors
J Stark
G Donohue (3)(6)
C West (4)(6)
C Witter (5)(6)
C O’Brien (2)
R Whyte(2)
Sub-total
Other key
management
personnel
R Booth (1)
N Khimasia (1,7)
A Patel (1)
Sub-total
Short-term employee benefits
Cash
salary or
fees
STI
related
payments
Non-
monetary
benefits
182,648
-
-
396,661
579,309
60,380
60,380
16,288
16,288
-
100,000
15,000
15,000
-
-
130,000
-
-
-
-
-
-
-
-
-
-
-
-
251,582
314,477
314,477
880,536
20,127
50,316
31,867
102,310
9,805
4,293
8,407
22,505
Total (Group)
1,589,845
162,690
38,793
Share
based
payments
Options
Long
term
employee
benefits
Post-
employment
benefits
Long
service
leave
Super-
annuation/
Pension
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,352
200,000
-
17,352
473,329
673,329
-
-
-
-
-
-
-
100,000
15,000
15,000
-
-
130,000
20,127
25,158
31,448
76,733
301,641
394,244
386,199
1,082,084
94,085
1,885,413
1. UK executive remuneration, paid in British Pounds, has been converted to Australian Dollars at the average exchange rate for the
year ended 30 September 2017.
2. Resigned May 2017
3. Appointed October 2016
4. Appointed May 2017
5. Appointed June 2017
6. Remuneration will be entirely in stock with the share price set at the volume weighted average price (VWAP) over the 12 months of
the calendar year (pro-rata)
7. STI was issued in shares refer to note E for number of shares issued.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
The relative proportions of remuneration that are linked to performance (variable
component) and those that are fixed are as follows:
Name
Executive directors
A Kent
Non-Executive directors
A.L Kent (Chairman)
J Stark
G Donohue
C West
C Witter
Other key management personnel
R Booth
N Khimasia
A Patel
M Smith
Fixed
remuneration
2018
At risk –
STI 2018
At risk –
LTI 2018
74%
16%
10%
100%
100%
100%
100%
100%
100%
83%
72%
100%
-
-
-
-
-
-
9%
22%
-
-
-
-
-
-
-
8%
6%
-
The following table demonstrates the Group’s performance over shareholder value during
the last five years:
2018
2017
2016
2015
2014
Loss attributable to owners of the
company
Dividends paid
Share price at 30 September
Return on capital employed
(942,949)
(1,342,604)
(6,468,480)
(10,557,709)
(1,117,114)
-
$0.01
(9.8%)
-
$0.01
-
$0.01
-
-
$0.01
$0.04
(15.7%)
(574.8%)
(132.6%)
(11.0%)
The table below illustrates the link between the Group’s financial performance and the
incentive compensation amounts (including the value of share options in long term
incentives) for the key management personnel:
1,000
-
-1,000
-2,000
-3,000
-4,000
2014
2015
2016
2017
2018
Normalised EBITDA before share option expense (000's)
Short term incentive bonus amount (000's)
Long term incentive amount (000's)
24
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
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. Non-Executive
Directors can elect to take all/part of fees in shares subject to shareholder approval on 12
month VWAP basis.
Remuneration and other terms of employment for the Managing Director 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 & share
based 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
A Kent Managing Director, Group
• Term of agreement – updated commencing 1 July 2016
• Base compensation and benefits for the year ended 30 September 2018 is GBP
255,438 (AUD $451,595).
• Payment of a benefit on early termination by the Company, other than for gross
misconduct, equal to 12 months’ base salary.
• Notice period: 12 months
A Patel Chief Operating Officer, Group
• Term of agreement – ongoing commencing 23 January 2013.
• Base compensation, inclusive of salary, pension contribution and benefits, for the
year ended 30 September 2018 is GBP 226,358 (AUD $399,974). 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.
• Notice period: 6 months
R. Booth General Manager, Group
• Term of agreement – ongoing, commencing 14 April 2014 and ended 30 May 2018.
• Base compensation, inclusive of salary, pension contribution and benefits for the 8
month period ended 30 September 2018 of GBP 88,565 (AUD $156,578).
• Payment of a benefit on termination by the Company, other than for gross
misconduct, equal to 3 months’ base salary.
• Notice period: 6 months
N. Khimasia Chief Financial Officer, Group
• Term of agreement – ongoing, commencing November 2015.
• Base compensation, inclusive of salary, pension contribution and benefits for the 15
month period ended 30 September 2018 of GBP 183,465 (AUD $324,352).
• Payment of a benefit on early termination by the Company, other than for gross
misconduct, equal to 6 months’ base salary.
• Notice period: 6 months
M. Smith Chief Commercial Officer, Group
• Term of agreement – ongoing, commencing August 2018.
• Base compensation, inclusive of salary, pension contribution and benefits for the 2
month period ended 30 September 2018 of GBP 20,652 (AUD $36,511).
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
• Payment of a benefit on early termination by the Company, other than for gross
misconduct, equal to 6 months’ base salary.
• Notice period: 6 months
D) Options and rights held by directors and key management personnel
The numbers of options over ordinary shares in the Company held during the 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.
Balance 1
October
2017
Received as
part of
convertible
note issue
Exercised
Forfeited
Balance 30
September
2018
258,245,641
-
-
- 258,245,641
Directors
A Kent and beneficial
interests
No other director options or rights were exercised or lapsed in Aspermont Limited in 2018.
E) Number of shares held by directors and key management personnel (KMP)
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.
Balance
Disposed
Acquired
1 October
2017
Balance at
resignation
Balance 30
September
2018
Directors
566,780,087
-
387,897,000 2,000,000
A.L
beneficial interests
Kent
and
J Stark and beneficial
interests
A Kent and beneficial
interests
Donohue
G
beneficial interests
and
C West
C Witter
Other KMP
259,749,245
20,000,000
2,500,000
-
N Khimasia (KMP)
7,861,545
-
-
-
22,214,815
2,564,815
2,189,815
-
- 566,780,087
- 385,897,000
- 259,749,245
-
-
-
-
42,214,815
5,064,815
2,189,815
7,861,545
-
-
-
-
-
No other shares were issued to key management personnel and other executives of the
Company and the Group during 2018.
26
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
F) Employee Performance Rights
The Company issued 45,000,000 Performance Rights during the reporting year to a
director and employees pursuant to the Aspermont Performance Rights Plan (“The Plan”).
No Performance Rights vested during the year.
At 30 September 2018, the Company had the following unlisted Performance Rights in issue:
Performance Rights – Managing Director (exercise price Nil)
Performance Rights – Employees (exercise price Nil)
Total Performance Rights on issue at 30 September 2018
27,000,000
18,000,000
45,000,000
The Plan was approved by the shareholders at the February 2018 annual general meeting.
The scheme is designed to provide long-term incentives to the executive management team
(including executive Directors) to deliver long-term shareholder returns. Under the Plan,
participants are granted Performance Rights to receive ordinary shares which only vest if
certain performance conditions are met. Participation in the Plan is at the Board’s discretion
and no individual has a contractual right to participate in the Plan or to receive any
guaranteed benefits.
Performance Rights were issued in two tranches:
1. Fifty percent of grant vests if the Company’s returns on equity over a three-year
period are within 50-75% range of all companies in the S&P ASX 300.
2. Fifty percent of grant vests if the Company’s total shareholder return (TSR) over a
three year period is within 50-75% range of all companies in the S&P ASX 300
Once vested, the Performance Rights remain exercisable for a period of four years.
Performance Rights Shares are granted under the Plan for no consideration and carry no
voting rights during the vesting period. The Performance Rights have an implied service
condition meaning the Directors and Employees must remain employed for the entire period.
The Tranche 1 Performance Rights were valued for a total of $270,000 being expensed over
the vesting period, with $60,000 charged to the Consolidated Income Statement for this
reporting period. This is based on a share price of $0.01 and management’s assessment of
probability of achieving the performance conditions was set at 100%. This is reflected in the
share based payment expense at 30 September 2018.
The fair value of Tranche 2 Performance Rights were determined to be $0.00767 per right.
The fair value at grant date was independently assessed using a model that combines
Trinomial and Monte Carlo methodologies and utilises the correlations, betas and volatilities of
Aspermont, the S&P/ASX 300 Index and its constituents.
The model inputs for the rights granted included:
• Rights are granted at no consideration
• Grant date: 1 February 2018
• Vesting Period: three years
• Expiry date: seven years from issue
• Expected future price volatility of shares: 85.2%
• Risk free rate: 2.05%
• Dividend yield: n/a
The Tranche 2 Performance Rights were valued for a total of $207,090 being expensed over
the vesting period based on fair value of $0.00767.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
G) Loans from directors related entities
Liabilities to Mr A.L Kent, Mr J Stark and entities related to them are set out below.
Andrew L. Kent
Beginning of year
Loan Repayments / (advances)
2018
2017
(47,269)
(191,799)
90,738
144,530
End of year/period – owed
43,469
(47,269)
J Stark
Beginning of year
Loan transfer to related party
Loan Repayments / (advances)
Interest charged
Loan conversion to ordinary shares
End of year/period – owed
-
-
-
-
-
-
(2,981,119)
254,672
17,017
(69,090)
2,778,520
-
Total End of Year
43,469
(47,269)
Convertible notes to Mr A L Kent and entities related to them are set out below.
2018
2017
A Kent
Beginning of year
Transfer from related party
Loan Repayments / (advances)
Loan conversion to ordinary shares
Interest charged
Finance cost
End of year/period – owed
Total End of year/period
-
-
-
-
-
-
-
-
(2,583,384)
(200,591)
-
2,582,456
(26,596)
228,115
-
-
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
H) Other transactions with directors and key management personnel
A number of directors, or their related parties, hold positions in other entities that result in
them having control or joint control over the financial or operating policies of those
entities.
These entities transacted with the Group during the year. The terms and conditions of the
transactions with directors and their related parties were no more favourable than those
available, or which might reasonably be expected to be available, on similar transactions
to non-key management personnel related entities on an arm’s length basis.
The Group 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 and amounted to $487,699 for the current year, a 24% reduction over the prior
12 months (15 months 2017: $796,479). The lease agreement has a term of five years
expiring October 2022.
At 30 September 2018, the Company owed $47,500 (2017: $130,000) in unpaid Director
Fees to current Directors of the Company. Non-Executive Directors can elect to take
all/part of fees in shares subject to shareholder approval on 12 month VWAP basis. At the
AGM, 100% of votes received were in favour of adoption of the remuneration report.
Votes received represented 83% of the full registry.
This is the end of the Audited Remuneration Report.
29
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
Shares under option
Unissued ordinary shares of Aspermont Limited under option at the date of this report are
as follows:
Date of Issue
Date of Expiry
Exercise Price
01-Aug-2017
01-Aug-2017
18-Oct-2016
31-Jul-20
31-Jul-20
30-Sep-25
1c
3c
3c
Number of
Options
10,000,000
10,000,000
303,577,323
Insurance of officers
During the financial year, Aspermont Limited paid a premium to insure the directors and
officers of the Company and its Australian-based controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal
proceedings that may be brought against the officers in their capacity as officers of entities
in the Group, and any other payments arising from liabilities incurred by the officers in
connection with such proceedings. Not included are such liabilities that arise from conduct
involving a wilful breach of duty by the officers or the improper use by the officers of their
position or of information to gain advantage for themselves or someone else to cause
detriment to the Company. It is not possible to apportion the premium between amounts
relating to the insurance against legal costs and those relating to other liabilities.
Indemnity of auditors
The Company has not, during or since the end of the financial year, given an indemnity or
entered into an agreement to indemnify, or paid insurance premiums in respect of the
auditors of the Group.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for
leave to bring proceedings on behalf of the Company, or to intervene in any proceedings
to which the Company is a party, for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave
of the Court under section 237 of the Corporations Act 2001.
Non-audit services
The Group 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 in APES 110 Code of Ethics for Professional Accountants.
30
For personal use only
ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2018
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 and HKG
Tax advisory – BDO WA
Other services – BDO WA
2018
$
2017
$
8,235
23,422
4,642
6,589
-
Total non-assurance remuneration
31,657
11,231
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 33.
This report of the directors incorporating the remuneration report is made in accordance
with a resolution of the Board of Directors.
A. Kent
Managing Director
Perth
28 December 2018
31
For personal use only
ASPERMONT LIMITED
Corporate Governance Report
Corporate Governance
The primary role of the Aspermont Board (the “Board”) is the protection and enhancement
of long-term shareholder value. The Board is accountable to shareholders for the
performance of the Group. It directs and monitors the business and affairs of the Group on
behalf of shareholders and is responsible for the Group’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 Corporate Government statements have been released to the ASX and are available
on our website at http://www.aspermont.com/static/corporate-governance.
Diversity disclosures regarding the proportion of women in the Aspermont
workforce at 30 September 2018:
Directors and
Employees
Board
Senior Management
Department Head
Employees
Total
Total
Total
Women
Men
Women
%
6
4
6
33
49
-
-
2
37
39
0%
0%
25%
53%
44%
32
For personal use only
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY NAME OF PHILLIP MURDOCH TO THE DIRECTORS OF ASPERMONT
LIMITED
As lead auditor of Aspermont Limited for the year ended 30 September 2018, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Aspermont Limited and the entities it controlled during the period.
Phillip Murdoch
Director
BDO Audit (WA) Pty Ltd
Perth, 28 December 2018
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for
the acts or omissions of financial services licensees
For personal use only
ASPERMONT LIMITED
Consolidated Income Statement for the year ended 30 September 2018
Note
30 September
2018
$000
15 Months to
30 September
2017
$000
4
10
6
14,031
(6,455)
7,576
(459)
(3,833)
(859)
(2,738)
(24)
(109)
(1,192)
186
584
-
14,750
(6,874)
7,876
(653)
(2,845)
(1,420)
(4,670)
(1,185)
-
(1,801)
317
-
(6,395)
(868)
(10,776)
(75)
(839)
Continuing operations
Revenue
Cost of sales
Gross Profit
Distribution expenses
Marketing expenses
Occupancy expenses
Corporate and administration
Finance costs
Share based payments
Other expenses
Other income
Revaluation of loan receivable
Impairment of intangible assets
Loss from continuing operations before
income tax expense
Income
continuing operations
tax benefit/(expense)
relating
to
Loss
operations
for
the year
from
continuing
(943)
(11,615)
from
Profit/(loss)
(attributable to equity holders of the company)
Loss for the year
discontinued
operation
21
-
10,728
(943)
(887)
Loss attributable to:
Net profit/(loss) attributable to non-controlling
interest
Net loss attributable to equity holders of the
parent entity
-
456
(943)
(1,343)
(943)
(887)
The accompanying notes form part of these consolidated financial statements.
34
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Comprehensive Income for the year ended 30 September 2018
Note
Cents
2018
Cents
2017
Earnings per share for profit from continuing
operations attributable to the ordinary equity
holders of the company
Basic and diluted loss
(0.05)
(0.70)
Earnings per share for profit from discontinued
operations attributable to the ordinary equity
holders of the company
Basic and diluted earnings/(loss)
Earnings per share for profit attributable to the
ordinary equity holders of the company
-
0.65
Basic and diluted earnings loss
19
(0.05)
(0.05)
The accompanying notes form part of these consolidated financial statements.
35
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Comprehensive Income for the year ended 30 September 2018
15 months to
Note
2018
$000
2017
$000
Net loss after tax for the year
(943)
(887)
Other comprehensive loss
(Items that will be reclassified to profit or loss)
Foreign currency translation differences for
foreign operations
Other comprehensive loss for the year/period
net of tax
Total comprehensive loss for the year (net
of tax)
Total comprehensive income/(loss) attributable
to:
Non-controlling interest
Owners of Aspermont Limited
Total comprehensive income for the year
attributable to owners of Aspermont Limited
arises from:
Continuing operations
Discontinued operations
(170)
(470)
(170)
(470
(1,113)
(1,357)
-
182
(1,113)
(1,539)
(1,113)
(1,539)
-
182
The accompanying notes form part of these consolidated financial statements.
36
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Financial Position for the year ended 30 September 2018
Note
2018
$000
2017
$000
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other receivables
Financial assets
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
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
Parent entity interest
Non-controlling interest
TOTAL EQUITY
15
7
7
9
6
10
11
12
6
6
2,059
1,858
3,917
1,342
1,228
2,570
5,480
74
124
2,272
8,842
16,792
20,709
4,502
4,193
(5)
-
-
4,485
68
85
2,347
8,034
15,019
17,589
3,747
2,803
85
-
31
8,690
6,666
2,272
76
2,348
11,038
9,671
2,347
16
2,363
9,029
8,560
13
67,744
65,604
(11,882)
(11,796)
(46,191)
(45,248)
9,671
8,560
-
-
9,671
8,560
The accompanying notes form part of these consolidated financial statements
37
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Changes in Equity for the year ended 30 September 2018
Balance at 1 July 2016
Loss for the period
Other comprehensive income
Foreign currency translation differences for
foreign operations
Realised loss on equity investments transferred
Income tax relating to components of other
comprehensive income
Total Comprehensive loss
Transactions with owners in their capacity
as owners;
Shares issued (net of issue costs)
Issue of share options
Disposal of non-controlling interest
Balance at 30 September 2017
Issued
Capital
Accumulated
Losses
Other
Reserves
Share
Based
Reserve
Currency
Translation
Reserve
Fixed
Assets
Reserve
Sub-
Total
Non-
Controlling
Interest
Total
$000
56,433
$000
(43,905)
$000
(8,053)
$000
$000
$000
$000
$000
$000
295
(2,116)
(278)
2,376
(1,202)
1,174
-
-
-
-
-
(1,343)
-
-
-
(1,343)
-
-
-
-
-
-
-
-
-
-
-
-
(1,343)
456
(887)
(273)
-
-
(273)
-
-
-
-
(273)
-
-
(1,616)
(274)
-
(547)
-
-
182
-
(1,434)
9,171
-
-
65,604
-
-
-
(45,248)
-
-
(1,901)
(9,954)
-
530
-
825
-
-
-
(2,389)
-
-
-
(278)
9,171
530
(1,901)
8,560
-
-
1,020
-
9,171
530
(881)
8,560
Balance at 1 October 2017
65,604
(45,248)
(9,954)
825
(2,389)
(278)
8,560
-
8,560
Loss for the year
Other comprehensive income
Foreign currency translation differences for
foreign operations
Total Comprehensive loss
-
-
-
(943)
-
(943)
Transactions with owners in their capacity
as owners:
Shares issued (net of issue costs)
Issue of performance rights
2,140
-
-
-
-
-
-
-
-
-
-
-
-
84
-
(170)
(170)
-
-
-
-
-
-
-
(943)
(170)
(1,113)
2,140
84
Balance at 30 September 2018
67,744
(46,191)
(9,954)
909
(2,559)
(278)
9,671
(943)
(170)
(1,113)
2,140
84
9,671
-
-
-
-
-
The accompanying notes form part of these consolidated financial statements.
38
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Cash Flows for the year ended 30 September 2018
Cash flows from operating activities
Cash receipts from customers
Cash payments to suppliers and employees
Interest and other costs of finance paid
Interest received
Note
2018
$000
15 Months
2017
$000
14,225
22,588
(14,648)
(27,569)
(24)
11
(45)
-
Net cash (used in)/ from operating activities
15(b)
(436)
(5,026)
Cash flows from investing activities
Payments for investments
Proceeds from disposal discontinued operations (less
legal fees deducted from cash transfer)
21
Payments for plant and equipment
Payment for intangible assets
Net cash (used in)/from investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Repayment of borrowings
Net cash from financing activities
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
-
-
(74)
(651)
(725)
(16)
4,124
(20)
(410)
3,678
2,044
(169)
3,193
(296)
-
(1,950)
1,875
947
714
1,342
(401)
1,795
3
(52)
Cash at the end of the year
2,059
1,342
Cash flows from discontinued operation
21
-
903
The accompanying notes form part of these consolidated financial statements.
39
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
1. General information
Aspermont Limited (the “Company”) is a company limited by shares incorporated in
Australia whose shares are publicly traded on the Australian Stock Exchange. The
consolidated financial statements of Aspermont Limited and it’s controlled entities (the
“Group”) comprises the Company and its subsidiaries and the consolidated entity’s
interests in associates and jointly controlled entities.
These financial statements were approved for issue by the Board of Directors on 14th
November 2018.
Aspermont Limited’s registered office and its principal place of business are as follows:
Principal place of
business and
registered office
613-619 Wellington
Street
PERTH WA 6000
Principal place of business
United Kingdom
WeWork
1 Poultry
London, UK EC2R 8EJ
Tel: +61 8 6263 9100
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 Group is a for-profit entity
for the purposes of preparing the financial statements.
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) as issued by the International
Accounting Standards Board (IASB).
Basis of preparation
The financial report has been prepared on an accruals basis and is based on historical costs
modified by the revaluation of selected financial assets for which the fair value basis of
accounting has been applied.
The accounting policies set out below have been consistently applied to all years presented,
unless otherwise stated.
During the period ended 30 September 2017 the Group sought and was granted a change
in reporting date from June to September. As a consequence, the comparative position for
2017 is the fifteen-month year ended 30 September 2017.
40
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
New Accounting Standards Applied
AASB 15 Revenue from Contracts with Customers (Effective Date 1 January 2018)
The AASB has issued a new standard for recognition of revenue. This will replace AASB 118
and AASB 111. The new standard is based on the principles that revenue is recognised
when control of a good or service transfers to a customer. The standard permits either a
full retrospective or a modified retrospective approach for the adoption.
The Group adopted AASB 15 on the required effective date using the modified retrospective
method. Thus, the Group will not apply AASB 15 requirements to the comparative period
presented. The Group’s revenue recognition policies (see Note 2J) prior to AASB 15 were in
line with the requisites of the new standard and the impact if any would be immaterial.
New Accounting Standards Issued but not yet Applied
Certain new accounting standards and interpretations have been published. The Group has
elected not to early adopt these new standards or amendments in the financial report. The
Company is currently assessing the impact the following accounting standards and
amendments to accounting standards will have on the financial report, when applied in
future years. They include:
AASB 9 Financial Instruments (Effective Date 1 January 2018)
AASB 9 addresses the classification, measurement and derecognition of financial assets and
financial liabilities, introduces new rules for hedge accounting and a new impairment model
for financial assets.
The majority of the Companies financial assets and liabilities satisfy the conditions for
classification and there will be no change to the accounting of these assets or liabilities.
The new impairment model requires the recognition of impairment provisions based on
expected credit losses (ECL) rather than only incurred credit losses as under AASB 139. It
applies to financial assets classified at amortised cost, debt instruments measured at
FVOCI, contracts under AASB 15, lease receivables and loan commitments. The Company
is still reviewing the impact and the impact is unable to be quantified at this point in time,
but is likely to result in increased provisions.
AASB 16 Leases (effective date 1 January 2019)
The AASB issued a new standard which, amongst other things, will have the impact of
requiring the Company to account for material operating leases in a similar manner to
which it already accounts for finance leases. The Group will adopt this standard from 1 July
2019 but the impact of its adoption is yet to be assessed. Refer to note 20 for the Group’s
lease commitments
Rounding of Amounts
The Company is of a kind referred to in Legislative Instrument 2016/191 and in accordance
with the Legislative Instrument, amounts in the consolidated financial statements have
been rounded off to the nearest thousand dollars, unless otherwise stated.
Going concern
The financial statements have been prepared on the basis that the entity is a going
concern, which contemplates the continuity of normal business activity, realization of assets
and settlement of liabilities in the normal course of business.
41
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
For the year ended 30 September 2018 the entity recorded a loss for the year of $0.9m
from continuing operations before income tax, a net cash out flow from operating activities
of $0.4m and net working capital deficiency excluding provisions and deferred revenue of
$0.6m.
The Directors have reviewed the Company’s overall position and believe the Company will
have sufficient funds to meet the Company’s commitments.
The financial statements have been prepared on the basis that the entity is a going
concern, which contemplates the continuity of normal business activity, realisation of assets
and settlement of liabilities in the normal course of business for the following reasons:
1. The Directors have forecast the group to generate positive operating cash flows in
the next 12 months through an increase in revenue in the digital, subscription and
events revenue streams and/or
2. The Directors expect the Group to be successful in securing additional funds through
debt or equity issues if the need arises.
(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 is exposed
to, or has the rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. The financial statements of
controlled entities are included in the consolidated accounts from the date on which control
commences until the date on which control ceases.
A list of controlled entities is contained in note 14 to the financial statements.
All inter-company balances and transactions between entities in the consolidated group,
including any unrealised profits or losses, have been eliminated on consolidation.
Where controlled entities have entered or left the economic entity during the year, their
operating results have been included from the date control was obtained or until the date
control ceased.
Non-controlling interests in the equity and results of the entities that are controlled are
shown as a separate item in the consolidated financial report.
In the parent entity the investments in the subsidiaries are carried at cost, less impairment.
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of
control as transactions with equity owners of the Group. A change in ownership interest
results in an adjustment between the carrying amounts of the controlling and non-
controlling interests to reflect their relative interests in the subsidiary. Any difference
between the amount of the adjustment to non-controlling interests and any consideration
paid or received is recognised in a separate reserve within equity attributable to owners of
Aspermont Limited.
When the Group ceases to have control, joint control or significant influence, any retained
interest in the entity is remeasured to its fair value with the change in carrying amount
recognised in the Statement of Profit or Loss and Other Comprehensive Income.
42
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
Significant accounting policies (continued)
(a)
Basis of consolidation (continued)
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
Profit or Loss and Other 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 Profit or Loss and Other
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%
43
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(d) Employee benefits
Provision is made for the Group’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 has been measured at the present value of the
estimated future cash outflows to be made for those entitlements. Contributions are made
by the Group to employee superannuation funds and are charged as expenses when
incurred.
(e) Financial instruments
Recognition
The Group recognises receivables on the date that they are originated. All other financial
assets are recognised initially on the trade date at which the Group becomes a party to the
contractual provisions of the instrument.
Financial assets are classified based on the objective of the Group’s business model for
managing the financial assets and the characteristics of the contractual cash flows.
The Group derecognises a financial asset when the contractual cash flows from the asset
expires, or it transfers the rights to receive the contractual cash flows such that
substantially all the risks and rewards of ownership of the financial asset are transferred.
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.
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.
Financial assets at amortised cost
Financial assets held at amortised cost are non-derivative finance assets with fixed or
determinable payments not quoted in an active market. If the financial assets are expected
in one year or less they are classified as current assets. If not, they are presented as non-
current assets.
44
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
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 year when the asset is realised or liability is
settled.
Deferred tax is credited in the statement of profit or loss and other 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.
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.
45
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
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.
(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 Profit or Loss or Other 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.
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.
All resulting 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.
On consolidation, exchange differences arising from the translation of any net investment in
foreign entities, are recognised in other comprehensive income. When a foreign operation is
sold or any borrowings forming part of the net investment are repaid, the associated
exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are
treated as assets and liabilities of the foreign operation and translated at the closing rate.
46
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(h) 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 straight-line basis over periods generally ranging from 2 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.
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
47
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(i) Revenue
Recognition and Measurement
Revenues are recognised at fair value of the consideration received or receivable net of the
amount GST or relevant sales tax payable to the relevant taxation authority.
Performance obligations and timing of revenue recognition
The majority of the Group’s revenue is derived from selling services with revenue
recognised at a point in time when service has been delivered or consumed by the
customer and control has transferred to the customer. This is generally when the
services are delivered to or consumed by the customer. There is limited judgement
needed in identifying the point control passes.
Advertising and Sponsorship Revenues:
Revenue for advertising and sponsorship activities is recognised when the advertisement
has been broadcast/displayed or the sponsorship service has been performed.
Subscriptions Revenues:
Subscriptions are received in advance for the subscription period applied for. Subscriptions
received during the financial year for content to be published or accessed online after
reporting date have been deferred and will be recognised in the accounting period in which
the respective content services subscribed for are made available.
Event and Delegate Revenues:
Event revenue whether for sponsorship, exhibition stand or delegate tickets for attending
the event is recognised in the accounting period in which the respective event occurs.
Determining the transaction price
Most of the Group’s revenue is derived from fixed price contracts and therefore the
amount of revenue to be earned from each contract is determined by reference to those
fixed prices.
Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each product sold, with discounts
sometimes given for orders placed at a specific time. Therefore, there is no judgement
involved in allocating the contract price to each product ordered in such contracts. Where a
customer orders more than one product line, the Group is able to determine the split of the
total contract price between each product line by reference to each product’s standalone
selling prices (all product lines are capable of being, and are, sold separately).
Costs of fulfilling contracts
No judgement is needed to measure the amount of costs of obtaining contracts – it is the
commission paid.
Transition
The Group adopted AASB 15 on the required effective date using the modified retrospective
method. Thus, the Group will not apply AASB 15 requirements to the comparative period
presented. The Group’s revenue recognition policies prior to AASB 15 were in line with the
requisites of the new standard and the impact if any would be immaterial.
48
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(j) Other income
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
Grants from the government are recognised as other income when they are received by the
Group and all attached conditions have been fulfilled.
The Company’s share of profit from associated companies if applicable has been recognised
in accordance with AASB 128 Investments in Associates.
(k) 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 Profit or Loss.
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.
(l) Rounding of amounts
The parent entity has applied the relief available to it under Legislative Instrument
2016/191 and accordingly, amounts in the financial statements have been rounded off to
the nearest thousand dollars, unless otherwise stated.
(m) 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.
(n) Share-based payment transactions
The Group in some instances has settled services received through issue of shares or share
options. The costs of these transactions are measured by reference to the fair value at the
date at which they are granted. Where options are issued, the fair value at grant date is
determined using a Black Scholes Merton option pricing model which requires estimated
variable inputs. In particular, the expected share price volatility is estimated using the
historic volatility (using the expected life of the option), adjusted for any expected changes
to future volatility. Information relating to share based payments is set out in note 13.
The cost is recognised together with a corresponding increase in equity over the period in
which the performance conditions are fulfilled.
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(o) 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.
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 10(d).
Key Estimates — Useful lives
The Group assesses the useful lives at each reporting date in respect of assets within
indefinite useful lives such as the Mastheads. The assets are assessed utilising conditions
specific to the Group. This requires judgement and consideration of the assets utilisation
and continued use within the Group.
Key Estimates — Income tax
The Aspermont Group operates in multiple jurisdictions which have applicable taxation
laws. During any given year Aspermont seeks independent taxation advice and records the
impact of that advice and any tax applicable. Should there be a change to the taxation
position as a result of past transactions this may give rise to an income tax liability or
asset.
Key Estimates — Non-current receivable
The Aspermont Group disposed of the Beacon subsidiary during the period ended 30
September 2017. As part of the disposal (Note 23) a loan receivable was retained post
disposal. The loan is recognised at amortised cost and interest is recognised over the term
of the loan at the effective interest rate of 12%. The loan which is denominated in USD is
retranslated at each period, and the foreign exchange difference is recognised in the Profit
or Loss. At each reporting period, the Group assesses whether there is any objective
evidence that the receivable is impaired, in reference to observable data that comes to the
attention of the Group about loss events, which includes breach of contract, such as default
in interest or principal payments and financial difficulty of the borrower.
Key Estimates — Shared Based Payments
The Group in some instances has settled services received through issue of shares or share
options. The costs of these transactions are measured by reference to the fair value at the
date at which they are granted. Where options are issued, the fair value at grant date is
determined using a combination of trinomial and monte carlo option pricing models which
require estimated variable inputs. In particular, the expected share price volatility is
estimated using the historic volatility (using the expected life of the option), adjusted for
any expected changes to future volatility. Information relating to share based payments is
set out in note 13. The cost is recognised together with a corresponding increase in equity
over the period in which the performance conditions are fulfilled.
50
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
Key Estimates — Shared Based Payments (continued)
The Group received shareholder approval on 1 February 2018 for an Incentive Performance
Rights Plan for issue to the Executive team. Performance Rights were issued in two
tranches:
1. Fifty percent of grant vests if the Company’s returns on equity over a three year
period are within 50-75% range of all companies in the S&P ASX 300.
2. Fifty percent of grant vests if the Company’s total shareholder return (TSR) over a
three year period is within 50-75% range of all companies in the S&P ASX 300
Valuation was undertaken in accordance with Accounting Standard AASB 2 (‘Share Based
Payments’) and an independent expert was retained to determine fair value of a trance of
Performance Rights which were based on market conditions. The valuation approach
followed a two-step process:
1. calculate the fair value of each PR issued; and
2. determine the total value of the PRs issued giving consideration to the total number
of equity instruments expected to vest for Tranche 1.
The Directors interpreted AASB 2 to require the valuer for Tranche 1 to (a) consider the
current likely probability of achieving each of the vesting conditions within the specified
performance periods, and then (b) determine the number of equity securities that would be
expected to vest, based on an estimate of the likely success or failure of each of the vesting
conditions for Tranche 1 with non Market conditions.
The Directors concluded the following:
Tranche Vesting Condition
1
ROE - Non-market
Estimated Probability of
Success
100%
(p) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
•
the profit attributable to owners of the Group, 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.
51
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(q) Trade receivables
Trade receivables are recognised at fair value and are generally due for settlement within
30 days.
Trade receivables are recognised and carried at original invoice amount less an allowance
for any uncollectible amounts. They are non-interest bearing and are generally on 30 to 60
day terms.
A provision for impairment loss is recognised when there is objective evidence that the
Group will not be able to collect all amounts due according to the original trade terms.
Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are
known to be uncollectible are written off when identified. Factors considered as objective
evidence of impairment include ageing and timing of expected receipts and the
creditworthiness of counterparties.
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.
(r) 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.
(s) 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.
(t) Accounting standards adopted
The Group has adopted the following new accounting standards that have previously been
assessed for their impact on the Group’s financial report. There have been no changes in
the previous assessment of their impact which is not material to the Group:
AASB 2012-3
Financial Assets and Financial Liabilities
Amendments to Australian Accounting Standards – Offsetting
AASB 2013-3
Financial Assets
Amendments to AASB 136 – Recoverable Disclosures for Non-
AASB 2014-1
Amendments to Australian Accounting Standards (Parts A to C)
AASB 15
Revenues from contracts with Customers
The Group is still assessing the impact of AASB 9 “Financial Instruments” which was
effective 1 January 2017. This may result in a change in level of provision held.
52
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
2. Significant accounting policies (continued)
(w) 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 September 2018.
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
Total liabilities
Contributed equity
Accumulated losses
Reserves:
Share based payment reserve
Financial asset reserves
Other Reserves
Currency Translation Reserve
Total Equity
Profit/(Loss) for the year
Other comprehensive loss for the year
2018
$000
2017
$000
2,529
1,502
10,619
14,550
13,148
16,052
4,555
2,319
5,129
2,363
6,874
7,492
67,744
65,603
(61,140)
(57,247)
909
(276)
(618)
(345)
1,458
(276)
(633)
(345)
6,274
8,560
687
(11,088)
(169)
(547)
Total Comprehensive income/(loss) for the year
518
(11,635)
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
4. Revenue
Continuing operations:
Sales revenue – subscriptions and advertising
Conferencing revenue
Other income:
Interest
Exchange gain
2018
$000
15 Months
2017
$000
12,939
1,092
14,514
236
14,031
14,750
11
175
317
-
186
317
Amounts contained within other income is income generated through non-core activities
such as the disposal of non-core assets.
5. Expenses
Profit/ (loss) before income tax includes the following specific expenses:
(a) Expenses:
Bad debts written off
Consulting and accounting services
Depreciation and amortisation of plant, equip and intangible
assets
Directors fees
Employee benefits expense
Foreign exchange gains/(losses)
Finance costs
Legal costs
Rental expense on operating lease
Impairment of intangible assets
Write down of loan receivable
(b) Remuneration of auditors of the parent entity for:
Auditing or reviewing the accounts – BDO WA
Auditing or reviewing the accounts – BDO HKG and UK
2018
$000
15 Months
2017
$000
34
108
188
375
3,331
-
22
(126)
858
-
-
159
190
622
667
5,573
107
1,889
1,875
1,568
6,395
39
4,790
19,084
108
13
134
66
54
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
6. Taxation
(a) Income tax expense/(benefit)
The components of tax expense/ (revenue) comprise:
Current tax
Deferred tax
The prima facie tax on profit/ (loss) before tax is reconciled to the
income tax as follows:
Profit/(loss) from operations
Income tax calculated at 27.5% (2017: 30%)
Tax effect of permanent differences:
Increase in income tax expense due to:
Non-deductible expenditure
Tax losses not recognised
Reversal of previously recognised temporary difference
Decrease in income tax expense due to:
Derecognise capital losses
Non-assessable income
Effect of different tax rates of foreign operations
Income tax expense/(benefit) attributable to profit from ordinary
activities
Effective tax rate
(b) Deferred Tax
Deferred income tax at 30 September relates to the following:
Liabilities
Intangible assets in relation to business combinations
Other
Total
Assets
Provisions
Future benefit of carried forward losses
Fair value gain adjustments
Other
55
2018
$000
2017
$000
-
75
75
-
839
839
(868)
(10,776)
(239)
(3,233)
32
297
75
(249)
159
2,460
1,612
-
-
-
75
839
-9%
-8%
2018
$000
2017
$000
2,272
2,347
-
-
2,272
2,347
176
2,096
-
121
2,174
52
-
2,272
2,347
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
6. Taxation (continued)
The movement in deferred tax liabilities for each temporary difference during
the year is as follows:
Balance at 1 July 2016
Credited/(charged):
- to profit or loss
-to equity
Currency movements
Balance at 30 September 2017
Credited/(charged):
- to profit or loss
-to equity
Currency movements
Balance at 30 September 2018
Intangible
assets
relating to
business
combinatio
ns
$000
Other
$000
Total
$000
3,129
-
(782)
-
2,347
-
(75)
-
2,272
-
-
-
-
-
-
-
-
-
3,129
-
(782)
-
2,347
-
(75)
-
2,272
The movement in deferred tax assets for each temporary difference during
the year is as follows:
Provisions
$000
Future
benefit of
carried
forward
losses
$000
Fair value
gain
adjustments
$000
Total
$000
Balance at 1 July 2016
319
2,766
Credited/(charged):
- to profit or loss
-to equity
Currency movements
(198)
(641)
-
-
-
49
Balance at 30 September 2017
121
2,174
Credited/(charged):
- to profit or loss
-to equity
Currency movements
55
-
(130)
-
52
-
-
-
52
-
-
3,137
(839)
-
49
2,347
(75)
-
Balance at 30 September 2018
176
2,044
52
2,272
56
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
6. Taxation (continued)
2018
$000
2017
$000
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 – credited directly to equity
(75)
(782)
Tax expense/ (income) relating to items of other
Comprehensive income
Financial assets reserve
-
-
Tax consolidation
Aspermont and its wholly-owned Australian subsidiaries are a tax consolidated group. The
accounting policy in relation to this legislation is set out in note 2 (f).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group
entered into a tax sharing agreement which limits the joint and several liability of the
wholly-owned entities in the case of a default by the head entity, Aspermont Limited.
7. Receivables
Current
Trade receivables
Other receivables
Allowance for impairment
Total
Non-current
Trade receivables
Loan – Nomad Limited Partnership
Loan – Impairment
Loan – Beacon
2018
$000
2017
$000
2,335
628
1,127
1,106
(1,105)
(1,005)
1,858
1,228
-
-
1,911
1,910
(1,911)
(1,910)
5,480
5,480
4,485
4,485
Trade receivables are recognised and carried at original invoice value less an allowance
for any uncollected amounts. They are non-interest bearing and generally on 20 to 60
day terms.
57
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
7. Receivables (continued)
A provision for impairment loss is recognised when there is objective evidence that the
Group will not be able to collect all amounts due according to the original trade terms.
Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are
known to be uncollectible are written off when identified. Factors considered as objective
evidence of impairment include ageing and timing of expected receipts and the
creditworthiness of counterparties. The amount of the impairment loss is the receivable
carrying amount compared to the present value of estimated future cash flows.
Loan - Beacon
In 2012 Aspermont transferred its events business ‘ABLEL’ to Beacon Events Limited. Part
of the consideration was the Aspermont Loan Note. The Aspermont Loan Note remains
enforceable. The terms of the Note are:
• Term: Started July 2012, 8 years maturing in July 2020
• Interest rate: 3.5% per annum compounding monthly
Accounting standards require the amount recognised to be discounted from the expected
future value using an arms-length market interest rate and a rate of 12% has been used.
While the amount owed of $5.5m has not altered, the accounting standard requires the
discounting from the end of the term to initial recognition, resulting in a downward fair
value adjustment of $0.9m.
At 30 September 2018 impairment was assessed using the objective evidence available.
Information about the Group’s exposure to interest rate risk and credit risk is provided in
note 17.
(a)
Impaired receivables
As at 30 September 2018 current trade receivables of the Group with a nominal value of
$1.1m (2017 – $1.0m) were provided against. Other than small trade receivable provision
for customers who are in unexpectedly difficult economic situations, the bulk of the
provision relates to trade receivable which was related to Beacon which is now due and the
company is undertaking process to recover these amounts.
The ageing of these receivables is as follows:
1 to 3 months
Over 3 months
2018
$000
2017
$000
34
3
1,071
1,002
1,105
1,005
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
7. Receivables (continued)
Movements in the allowance for the impairment of receivables are as follows:
At 1 October
Allowance for impairment
Foreign exchange movement
Receivables written off
2018
$000
2017
$000
1,005
34
70
(4)
46
941
11
7
1,105
1,005
The creation and release of the allowance for impaired receivables has been included in
“other expenses” in the Statement of Profit or Loss. Amounts charged to the provision are
generally written off when there is no expectation of recovering additional cash.
(a) Past due but not impaired
As at 30 September 2018, trade receivables of $0.6m (2017: $0.08m) were past due but
not impaired. These are not considered impaired due to the geographical location resulting
in a delay in receiving payment. Trade receivables include revenues deferred. The ageing
analysis of these trade debtors is as follows:
1 to 3 months
Over 3 months
2018
$000
2017
$000
480
122
602
81
6
87
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 17.
Due to the short term nature of these receivables, their carrying amount is assumed to
approximate their fair value. The maximum exposure to credit risk at the end of the
reporting period is the carrying amount of each class of receivable mentioned above.
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
8. Other assets
Prepayments
2018
$000
2017
$000
527
219
527
219
Prepayments consist of insurance and rent that are recognised over the relevant period.
9. Plant and equipment
Plant And equipment – at cost
Accumulated depreciation
Equipment under finance lease – at cost
Accumulated depreciation
Total plant and equipment
Consolidated
2018
$000
2017
$000
1,709
1,606
(1,585)
(1,522)
124
84
105
105
(105)
(104)
-
1
124
85
60
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
9. Plant and equipment (continued)
(a) Movements in carrying amounts
Movement in the carrying amounts for each class of property, plant and equipment
between the beginning and the end of the current financial year.
Gross carrying amount
Balance at 1 July 2016
Additions
Currency movements
Disposals
Plant and
equipment
$000
Leased Plant
and
equipment
$000
Total
$000
1,863
105
1,968
20
-
(254)
-
-
-
20
-
(254)
Balance at 30 September 2017
1,629
105
1,734
Additions
Currency movements
Disposals
74
6
-
-
-
-
74
6
-
Balance at 30 September 2018
1,709
105
1,814
Accumulated Depreciation
Balance at 1 July 2016
Depreciation expense
Currency movements
Disposals
(1,710)
(68)
16
217
Balance at 30 September 2017
(1,545)
Depreciation expense
Currency movements
Disposals
(35)
(5)
-
(103)
(1)
-
-
(104)
(1)
-
-
(1,813)
(69)
16
217
(1,649)
(36)
(5)
-
Balance at 30 September 2018
(1,585)
(105)
(1,690)
Net Book Value
As at 30 September 2017
As at 30 September 2018
(b) Leased plant and equipment
84
124
1
-
85
124
The parent entity leases assets under a number of finance lease agreements. At 30
September 2018, the net carrying amount of leased plant and equipment was $nil (2017:
$1,000). The leased equipment secures lease obligations.
61
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
10. Intangible assets
Consolidated
Goodwill
$000
Software
$000
Purchased
mastheads
$000
Other
acquired
assets
$000
Total
$000
Gross carrying amount
Balance at 1 July 2016
19,956
3,234
10,555
1,275
35,020
Additions
Currency movements
Disposals
-
(621)
410
(39)
(6,357)
(407)
-
(467)
-
-
-
-
410
(1,127)
(6,764)
Balance at 30 September
2017
Additions
Currency movements
Disposals
Balance at 30 September
2018
Accumulated
Amortisation
12,978
3,198
10,088
1,275
27,539
-
461
-
651
37
-
-
494
-
-
-
-
651
992
-
13,439
3,886
10,582
1,275
29,182
Balance at 1 July 2016
(13,418)
(2,679)
Amortisation expense
-
(433)
Impairment
Currency movements
Disposal
(3,780)
300
3,920
-
38
407
-
-
(2,615)
30
-
(1,194)
(17,291)
(81)
-
-
-
(514)
(6,395)
368
4,327
Balance at 30 September
2017
Amortisation expense
Impairment
Currency movements
Disposals
Balance at 30 September
2018
Net Book Value
As at 30 September 2017
As at 30 September 2018
(12,978)
(2,667)
(2,585)
(1,275)
(19,505)
-
-
(461)
-
(152)
-
(16)
-
-
-
(206)
-
-
-
-
-
(152)
-
(683)
-
(13,439)
(2,835)
(2,791)
(1,275)
(20,340)
-
-
531
7,503
1,051
7,791
-
-
8,034
8,842
The Group has allocated goodwill, software, purchased mastheads and other acquired
assets to the Publishing cash generating units (“CGU”):
62
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
10. Intangible assets (continued)
a) Determination of Recoverable Amounts
The recoverable amount of the CGUs, which are classified within Level 3 of the fair value
hierarchy, is determined based on value in use using discounted cash flow projections
based on financial forecasts covering a five-year period with a terminal growth rate applied
thereafter. The Group determined that each of the components of Publishing (Print, Online
and Events) to be a CGU.
The Group performed its annual impairment test in September 2018.
The cash flow projections which are used in determining any impairment require
management to make significant estimates and judgements. Key assumptions in preparing
the cash flow projections are set out below. Each of the assumptions is subject to
significant judgement about future economic conditions and the ongoing structure of the
publishing and digital industries. Management has applied their best estimates to each of
these variables but cannot warrant their outcome. Management has determined that there
is no impairment as at 30 September 2018. In determining that no impairment was
required at 30 September 2018, Management also took into consideration that the market
capitalisation of the Group was above the book value of its equity.
b) Impairment losses recognised
As a result of the analysis performed, there is headroom in the Group’s CGU (the
recoverable value exceeded the carrying amount) and management did not identify an
impairment charge (2017: $6.4m impairment was recognised due to lower than previously
expected growth forecast in the mining advertising market).
c) Key assumptions
The key assumptions on which management has based its cash flow projections when
determining the fair value less cost of disposal calculations are set out below. These
assumptions are considered to be consistent with industry market participant expectations.
Cash flow forecasts were used based on the EBITDA for the CGU for the Group’s latest five-
year business plan approved by the board on the following basis:
• Year 1 cash flows - Based on current forecast in line with Board approved budgets.
• Year 2-5 cash flows:
o Average EBITDA growth of 152% as a result of the following underlying
assumptions:
o A revenue growth of 2% has been assumed for print advertising in line with current
performance and management’s expectation of market development.
o Revenue growth of 16% is assumed for digital businesses based on market maturity
of established products, continued roll-out, introduction of new services through
product extensions and continued channel development.
o Revenue growth of 17% in subscriptions – these assumptions are in line with
current performance, industry trends and management’s expectation of market
development.
o Revenue growth of 50% in Mining events – these assumptions are in line with
current performance, and management’s expectation of market development
o A lower expense growth as a result of the digital platform relative to the growth in
revenues as the business continues to scale.
o Expansion of new Publishing initiatives as it improves penetration in North American
market, roles out new products and services.
o Expenses expected to grow in line with business expansion.
63
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
10. Intangible assets (continued)
• Terminal Growth rate of 2% (30 September 2017: 2%) based on accepted principles of
a mature business operating in a stable environment for the foreseeable future.
• The pre-tax discount rate applied to the cash flow projections was 16% (30 June 2017:
14%) which reflects management’s best estimate of the time value of money and the
risks specific to Publishing market not already reflected in the cash flows. The change in
the discount rate applied reflects the capital structure of the Group with zero debt and
increased expectation of shareholder equity returns in line with market improvements.
d) Sensitivity
The calculations are sensitive to changes in key assumptions as set out below:
The recoverable amount of the CGU would equal the carrying amount if the key
assumptions were to change as follows:
•
•
•
Discount rate – increase from 16.0% to 43.5%,
Terminal growth rate – decrease from 2% to -635%
Year 1 to 5 cash flow forecasts – reduction of 70% EBITDA year on year.
The Mastheads support the brand acquired which has been publishing for a significant
period of time (circa 100 years) and although content is distributed both in print and digital
format, both content is driven off the mastheads which have not changed and the same
brand content is marketed. There is no reason for these mastheads not be used indefinitely
given the brand recognition and market position.
11. Trade and other payables
Current
Unsecured Liabilities
Trade payables
Sundry creditors and accrued expenses
Annual leave payable
2018
$000
2017
$000
2,248
1,792
462
1,638
1,759
350
4,502
3,747
Trade and other payables are carried at amortised cost. Liabilities are brought to
account for amounts payable in relation to goods received and services rendered,
whether or not billed to the Group at reporting date. The Group operates in a number of
diverse markets, and accordingly the terms of trade vary by business. Terms of trade in
relation to trade payables are, on average, 30 to 60 days from the date of invoice.
Information about the Groups’ exposure to risk is provided in note 17.
Due to the short-term nature of these payables, their carrying value is assumed to
approximate their fair value.
64
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
12. Income in advance
Current
Opening balance
Net movement during the year
Disposal of Beacon
2018
$000
2017
$000
2,803
1,390
-
5,788
(1,855)
(1,130)
4,193
2,803
Current income in advance relates to subscription, advertising and event revenue received
prior to services rendered.
13. Issued capital
2018
#
2017
#
2018
$000
2017
$000
Fully paid ordinary shares
2,083,294,903 1,856,225,458
67,744
65,604
Ordinary shares
At the beginning of the reporting period
1,856,225,458
958,700,907
65,604
56,433
Shares issued during the year:
Rights issue
196,794,900
68,217,100
2,050
Shares
conversion
issued as part of debt/equity
Private placement of fully paid ordinary
shares
Share issue costs
Employee share issue
At Reporting date
-
-
581,429,406
229,516,500
8,205,100
10,500,000
22,069,445
7,861,545
-
-
(169)
259
2,083,294,903 1,856,225,458
67,744
65,604
714
5,814
2,900
(335)
78
Ordinary shares participate in dividends and the proceeds on winding up of the parent
entity in proportion to the number of shares held. At shareholders’ meetings, each ordinary
share is entitled to one vote when a poll is called, otherwise each shareholder has one vote
on a show of hands.
(b) Options
The establishment of the Executive Option Plan was approved by the directors in April
2000. The Executive Option Plan is designed to retain and attract skilled and experienced
board members and executives and provide them with the motivation to make the Group
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.
65
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
13. Issued capital (continued)
When shares are issued pursuant to the exercise of options, the shares will rank equally
with all other ordinary shares of the Company.
10,000,000 options were granted under the plan during the year. The table below
summaries options in issue for the Consolidated and parent entity:
Balance at
the start of
the year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Lapsed
during the
year
Number
Balance at
end of the
year
Number
Vested and
exercisable
at end of
the year
Number
Weighted
Average
Exercise
Price
2018
323,577,323
10,000,000
2017
5,000,000
323,577,323
-
-
-
333,577,323
333,577,323
(5,000,000)
323,577,323
323,577,323
3c
3c
Of the above options, 20,000,000 expire 31 July 2020, 10,000,000 expire 12 December
2022 and 303,577,323 expire 30 September 2025.
The weighted average share price during the financial year was 1.0 cents (2017: 0.9
cents).
The weighted average remaining contractual life of options outstanding at the end of the
financial year was 3.72 years (2017: 7.79 years).
(c) Employee Performance Rights
The Company issued 45,000,000 Performance Rights during the reporting period to a
director and employees pursuant to the Aspermont Performance Rights Plan (“The Plan”).
No Performance Rights vested during the year.
At 31 March 2018, the Company had the following unlisted Performance Rights in issue:
Performance Rights – Managing Director (exercise price Nil)
Performance Rights – Employees (exercise price Nil)
Total Performance Rights on issue at 31 March 2018
27,000,000
18,000,000
45,000,000
The Plan was approved by the shareholders at the February 2018 annual general meeting.
The scheme is designed to provide long-term incentives to the executive management
team (including executive Directors) to deliver long-term shareholder returns. Under the
Plan, participants are granted Performance Rights to receive ordinary shares which only
vest if certain performance conditions are met. Participation in the Plan is at the Board’s
discretion and no individual has a contractual right to participate in the Plan or to receive
any guaranteed benefits.
66
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
13. Issued capital (continued)
Performance Rights were issued in two tranches:
1. Fifty percent of grant vests if the Company’s returns on equity over a three year
period are within 50-75% range of all companies in the S&P ASX 300.
2. Fifty percent of grant vests if the Company’s total shareholder return (TSR) over a
three year period is within 50-75% range of all companies in the S&P ASX 300
Once vested, the Performance Rights remain exercisable for a period of four years.
Performance Rights Shares are granted under the Plan for no consideration and carry no
voting rights during the vesting period.
The Performance Rights have an implied service condition meaning the Directors and
Employees must remain employed for the entire period.
The Tranche 1 Performance Rights were valued for a total of $270,000 being expensed over
the vesting period, with $60,000 charged to the Consolidated Income Statement for this
reporting period. This is based on a share price of $0.01 and management’s assessment of
probability of achieving the performance conditions was set at 100%. This is reflected in
the share based payment expense at 31 March 2018.
The fair value of Tranche 2 Performance Rights were determined to be $0.00767 per right.
The fair value at grant date was independently assessed using a model that combines
Trinomial and Monte Carlo methodologies and utilises the correlations, betas and volatilities
of Aspermont, the S&P/ASX 300 Index and its constituents.
The model inputs for the rights granted included:
• Rights are granted at no consideration
• Grant date: 1 February 2018
• Vesting Period: three years
• Expiry date: seven years from issue
• Expected future price volatility of shares: 85.2%
• Risk free rate: 2.05%
• Dividend yield: n/a
The Tranche 2 Performance Rights were valued for a total of $207,090 being expensed over
the vesting period based on fair value of $0.00767, with $46,020 charged to the
Consolidated Income Statement for this reporting period.
(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.
67
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
13. Issued capital (continued)
Other reserve
The put and call option reserve represents a provision for the purchase on the non-
controlling interest in Beacon Events Limited.
(d) Capital risk management
The Group’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 regularly reviewing working capital requirements
and projected cashflow needs of the business. Further information regarding the liquidity
and capital risk maintained by the Group is disclosed in Note 17 (c).
The gearing ratios at 30 September 2018 and 30 September 2017 were as follows:
Total Borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2018
$000
2017
$000
(5)
85
(2,059)
(1,342)
(2,064)
(1,257)
9,671
8,560
7,607
7,303
(27%)
(17%)
14. Particulars in relation to controlled entities
Name of Entity
Parent entity:
Aspermont Limited
Controlled Entities:
Resourceful Events Pty Ltd
Corporate Intelligence & Communications Pty Ltd
Kondinin Information services Pty Ltd
Aspermont Media Limited
Aspermont (Hong Kong) Ltd
Aspermont Brazil Ltd
E-Farming
68
Place of
Incorp.
Class of
share
Economic
Entity Interest
2017
%
2018
%
NSW
NSW
WA
WA
UK
HKG
Brazil
NSW
Ord
Ord
Ord
Ord
Ord
Ord
Ord
100
100
100
100
100
100
100
100
100
100
100
100
100
100
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
15. Cash flow information
(a) Reconciliation of cash and cash equivalents
Cash at the financial year as shown in the statement of Cash Flows is
reconciled to items in Statement of financial Position as follows:
Cash at bank and on deposit
(b) Reconciliation of operating profit/ (loss) after tax to net cash from
operating activities
2018
$000
2017
$000
2,059
2,059
1,342
1,342
Loss after income tax
(943)
(887)
Non-cash flows in profit/ (loss)
Depreciation and amortisation
Impairment of loan receivable
Profit on sale of subsidiary
Impairment of intangible assets
Revaluation of loan receivable
Non-cash income tax expense
Share based payments
Non-cash items
Change in assets and liabilities:
(Increase)/Decrease in receivables
Increase/(Decrease) in creditors and accruals
Increase/(Decrease) in unearned revenue
(Decrease) in provisions
Decrease in income taxes payable
Increase in deferred taxes payable
Net cash used in operating activities
188
-
-
-
(995)
75
109
583
(387)
(9,501)
6,395
-
737
-
(511)
1,770
(630)
2,507
885
(2,840)
1,391
(2,986)
-
(5)
-
(49)
(374)
6
(436)
(5,026)
As at 30 September 2018, the Group had non-cash financing activities of $nil (2017:
$1.1m) as a result of the conversion of the convertible notes.
69
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
16. Key management personnel and related party disclosures
(a) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Share based payments
2018
$
2017
$
1,692,700
1,791,328
66,309
94,085
-
83,010
-
-
1,842,019
1,885,413
Detailed remuneration disclosures are provided in the audited remuneration report on
pages 17 to 28 of the Directors’ Report.
(b) Liabilities and loans from director related entities
Unsecured loans
Beginning of year
Loan advances
Loan repayments
Loan transfer to related party
Loan conversion to ordinary shares(1)
Interest charged at 9.5% (2017: 9.5%)
End of year
2018
$
2017
$
47,269
841,494
(932,232)
-
-
-
(43,469)
3,331,000
-
(319,629)
(254,672)
(2,778,520)
69,090
47,269
(1) The Company sought and was granted approval from shareholders to convert loans from
related parties into equity.
Detailed loan movements are disclosed in the audited remuneration report on pages 17 to
28 of the Directors’ Report. Conversion of debt into ordinary shares is further disclosed in
note 16.
70
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
16. Key management personnel and related parties disclosures
(continued)
(c) Convertible debt with key management personnel and director related entities
Unsecured loans
Beginning of year
Loan advances
Loan transfer from related party
Loan repayments
Loan conversion to ordinary shares
Interest charged at 10% (2017: 10%)
Finance charge arising from ratchet feature
End of year
2018
$
2017
$
-
-
-
-
-
-
-
-
2,616,531
(666)
200,591
-
(2,611,913)
27,098
(231,641)
-
The settlement of the convertible debt during the period ended 30 September 2017 gave
rise to a finance charge. The finance charge arising from the convertible notes was a total
of $821,501. The finance charge arose through accelerated interest arising from the
convertible debt which granted additional shares and options to the relevant holders.
(d) Other transactions with key management personnel and director related
entities
Transactions between key management personnel are on normal commercial terms and
conditions no more favourable than those available to other parties unless otherwise stated.
The Group 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. The lease agreement has a term of five years expiring 30 October 2022.
2018
$
2017
$
Rental expense for principal offices
487,699 796,479
At 30 September 2018 the Company owed $47,500 (2017: $130,000) in unpaid Director
Fees to current Directors of the Company.
71
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
17. 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 US dollar and to a lesser extent 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.
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.
A 10% strengthening/weakening of the Australian dollar against the following currencies at
30 September 2018 and 30 September 2017 would have increased/(decreased) profit or
loss by the amounts shown in the following table. The analysis assumes that all other
variable, in particular interest rate remain constant.
GBP
Total
2018
$000
2017
$000
(180)
(180)
(121)
(121)
72
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
17. Financial risk management (continued)
(a)
Market risk
The consolidated entity has revenues and resulting trade and other receivables in non-
functional currencies as follows:
Financial assets
Trade and other receivables
Non-current receivables
Total
USD
EUR
USD
EUR
2018
2017
$000
$000
$000
$000
423
5,480
5,903
51
-
51
261
4,485
4,746
107
-
107
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 $295,000 lower/higher (2017: $127,925 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
$2,500 lower/higher (2017: $402,370 lower/higher).
(b) Credit Risk
Credit risk is the risk that 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 Group 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 $9.7m at 30 September 2018 (2017: $8.7m). 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.
73
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
17. Financial risk management (continued)
(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 has historically maintained backup liquidity for its operations and
currently maturing debts through its financial asset portfolio.
The following tables 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 September 2018:
Less
than 6
months
6-12
months
Between
1 and 2
years
Between
2 and 5
years
Total
contractual
Cashflows
Carrying
Amount
$000
$000
$000
$000
$000
$000
Non-derivatives
Trade and other payables
3,631
Borrowings
39
3,670
-
-
-
-
-
-
-
-
-
3,631
3,631
39
39
3,670
3,670
Consolidated entity as at 30 September 2017:
Less
than 6
months
6-12
months
Between
1 and 2
years
Between
2 and 5
years
Total
contractual
Cashflows
Carrying
Amount
$000
$000
$000
$000
$000
$000
Non-derivatives
Trade and other payables
2,583
Borrowings
85
2,668
-
-
-
-
-
-
2,583
2,583
85
85
2,668
2,668
-
-
-
74
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
17. Financial risk management (continued)
(c) 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:
Weighted
average
interest
rate
Weighted
average
interest
rate
Balance
Balance
2018
2017
$000
$000
Financial Assets
Cash and cash equivalents
0.00%
2,059
0.00%
1,342
Trade and other receivable
Non-current receivable
Financial Liabilities
Trade and other payables
Related party borrowings
Convertible notes
-
-
-
9.50%
-
1,858
5,480
2,347
39
-
-
-
-
9.50%
-
1,240
4,481
3,689
85
-
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. Refer to note 2 for the method used to
fair value the non-current receivable.
75
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
18. 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:
2018
Publishing
$000
Conferencing
$000
Total
$000
Revenue
Advertising – Digital
Advertising – Print
Subscriptions
Research & Data
Events & Other revenue
Total segment revenue
Revenue by Geography
Australia/ Asia
Europe
America
Other
Total revenue
Result
Segment result
Unallocated items:
Corporate overheads and
provisions
Depreciation
Amortisation
Impairment of intangible assets
Other income
Share based payments
Finance costs
Loan revaluation
Profit for year before
income tax
Segment assets
Unallocated assets:
Cash
Deferred tax asset
Other assets
Total assets
Liabilities
Unallocated liabilities:
Provision for income tax
Deferred tax liabilities
Borrowings
Total liabilities
3,003
3,946
5,737
145
1,200
14,031
9,567
1,831
2,633
14,031
2,568
(3,885)
(36)
(152)
-
186
(109)
(24)
584
(868)
16,386
8,702
76
3,003
3,946
5,737
145
1,200
14,031
9,567
1,831
2,633
14,031
2,568
(3,885)
(36)
(152)
-
186
(109)
(24)
584
(868)
16,386
2,058
2,479
-
20,923
8,702
(5)
2,479
76
11,252
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
18. Segment information (continued)
15 Months Ended
2017
Publishing
$000
Conferencing
$000
Discontinued
Operation
$000
Revenue
Advertising – Digital
Advertising – Print
Subscriptions
Conferencing & Other revenue
Total segment revenue
Revenue by Geography
Australia/ Asia
Europe
Other
Total revenue
Result
Segment result
Unallocated items:
Corporate overheads
Depreciation
Amortisation
Impairment of intangible assets
Other income
Gain on disposal of
discontinued operation
Finance costs
Profit for year before
income tax
Segment assets
Unallocated assets:
Cash
Deferred tax asset
Other assets
Total assets
Liabilities
Unallocated liabilities:
Provision for income tax
Deferred tax liabilities
Borrowings
Total liabilities
Total
$000
3,540
5,133
5,750
9,721
24,144
18,311
5,833
-
24,144
3,540
5,133
5,750
137
14,560
8,727
5,833
-
14,560
-
-
-
190
190
190
-
-
190
-
-
-
9,394
9,394
9,394
-
-
9,394
2,785
54
1,141
3,980
9,587
(5,737)
(497)
(86)
(6,395)
356
9,587
(1,358)
(150)
-
13,813
1,341
2,347
-
17,501
-
6,580
-
2,347
16
8,944
-
-
(5,737)
(497)
(86)
(6,395)
356
(1,358)
13,813
6,580
77
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
18. Segment information (continued)
Reconciliation of reportable segment profit or loss:
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.
In line with the ongoing development and strategy of the Group’s trading business, the
reporting segments have in the current reporting period has been reduced to one category,
being Publishing (a combination of the Print, Digital and Events)
The segments derive revenue from the following products and services:
The Publishing segment derives subscription, advertising and sponsorship revenues from
print and online publications as well as from running events and holding conferences in
various locations across a number of trade sectors including the mining, agriculture, energy
and resources sector. The Events revenue derives revenue
Segment revenue and expenses:
Segment revenue and expenses are accounted for separately and are directly attributable to
the segments.
78
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
19. Earnings/ (loss) per share (EPS)
2018
$000
2017
$000
(a) Basic loss per share (cents per share)
(0.05)
(0.05)
(b) Diluted loss per share (cents per share)
(0.05)
(0.05)
(c) Loss used in calculating earnings per share
Loss attributable to the ordinary equity holders of the
company used in calculating basic and diluted loss per
share
(943)
(887)
(d) Weighted average number of shares used as the
denominator
Weighted average number of ordinary shares outstanding
during the year used in calculating basic earnings per share
1,953,474,720
1,856,225,458
Options
333,577,323
323,577,323
Weighted average number of ordinary shares outstanding
during the year used in calculating diluted earnings per
share
1,953,474,720
1,657,080,744
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 13.
-
-
79
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
20. Operating lease commitments
Operating lease commitments
Non-cancellable operating
capitalised in the financial statements:
leases contracted
for but not
Not later than 12 months
Between 12 months and 5 years
21. Discontinued operation
2018
$000
2017
$000
876
683
1,559
109
14
123
(a) Description
On 15th May 2017 the Group disposed of its 60% shareholding in its events business,
Beacon Events Limited (“Beacon”). This resulted in a gain of $9.6 million.
The Group did not have access to books and records at the date of the disposal and
accordingly net profit from discontinued operations has been recognised based on
management’s best estimate of the unaudited financial information in relation to Beacon.
(b) Financial performance and cash flow information
The financial performance and cash flow information presented is for the period 1 July 2016
to 15 May 2017 and the period ended 30 September 2017.
Revenue
Other income
Expenses
Profit before income tax
Income tax benefit/(expense)
Gain on sale of discontinued operation (refer c)
Profit after income tax of discontinued operation
Exchange differences on
operations
translation of discontinued
Other comprehensive
operations
income
from discontinued
Net cash inflow from operating activities
Net cash inflow/(outflow) from investing activities
Net cash (outflow) from financing activities
Net increase in cash generated by subsidiary
2018
$’000
2017
$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,394
-
(8,373)
1,021
120
9,587
10,728
(684)
10,044
810
93
-
903
80
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2018
21. Discontinued operation (continued)
(c) Sale Consideration
Details of the fair value of assets, liabilities and disposed intangible assets are as follows:
Consideration received or receivable:
Cash**
Loan Receivable
Loan receivable (refer to Note 7)
Fair value adjustment (refer to Note 7)
Total fair value receivable
Total consideration
Carrying amount of net assets sold
Gain on sale before income tax and reclassification of foreign
currency translation reserve and non-controlling interest
Reclassification of foreign currency translation reserve and non-controlling
interest
Income tax expense on gain
Gain on sale after income tax
2017
$’000
4,192
5,755
(1,274)
4,481
8,673
(791)
7,882
1,705
-
9,587
**Net cash consideration received was $4,124,000 as a legal fee of $68,000 was deducted from the
gross cash of $4,192,000.
22. Events subsequent to the year end
There were no events subsequent to the end of the year end that require disclosure.
23. Contingent Liabilities
The company is reviewing whether certain payments in relation to services provided to the
Group are assessable in the U.K. for payroll taxes by the Company. The regulations in this
area are complex and dependent on individual circumstances and judgement applied, the
result of which is that the company is unable to reliably estimate the potential exposure at
this time if any.
81
For personal use only
ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES 30 SEPTEMBER 2018
Directors’ Declaration
In the directors’ opinion:
1. the financial statements and notes set out on pages 33 to 86 are in accordance
with the Corporations Act 2001, including:
a) complying with Australian Accounting Standards, the Corporations
reporting
and other mandatory professional
Regulation 2001
requirements; and
b) giving a true and fair view of the consolidated entity’s financial position as
at 30 September 2018 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.
A. Kent
Director
Perth
28 December 2018
82
For personal use only
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Aspermont Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Entity Name (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 September 2018, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 September 2018 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for
the acts or omissions of financial services licensees
For personal use only Carrying value of intangible assets
Key audit matter
How the matter was addressed in our audit
At 30 September 2018, the carrying value of
intangibles is disclosed in Note 2 (o) and Note 10.
Our procedures included but were not limited
to:
An annual impairment test for intangible assets
with indefinite useful lives is required under
Australian Accounting Standard (AASB) 136
Impairment of Assets.
The assessment of the carrying value of the
intangible assets is considered to be a key audit
matter due to the significance of the asset to the
Group’s consolidated financial position and that
the impairment assessment requires management
to make significant judgements and estimates in
determining the recoverable amount, which
includes the modelling of a range of assumptions
and estimates that are impacted by future
performance and market conditions.
Refer to Note 2(h) and Note 2(o) for the detailed
disclosures which includes the significant
accounting estimates and judgements
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Assessing the assumptions and
methodologies used by the Group in
the preparation of the discounted cash
flow models;
Evaluating management’s ability to
accurately forecast cash flows by
assessing the prior year forecast
against actual outcomes;
Challenging key inputs used in the
discounted cash flows calculations
including the terminal value and
growth rates applied to the EBITDA
calculation;
In conjunction with our internal
valuation specialist, comparing the
discount rate utilised by management
to an independently calculated
discount rate;
Comparing the Group’s forecast cash
flows to the board approved budget;
Performing sensitivity analysis on the
revenue growth rates and discount
rates including corroborating our work
against external information which
includes market capitalisation; and\
Evaluating the adequacy of the related
disclosures in Note 2(o) and Note 10 to
the financial report.
For personal use only Carrying value of loan receivable from Beacon Events Limited
Key audit matter
How the matter was addressed in our audit
At 30 September 2018, the carrying value of the
Beacon Events Limited loan receivable is disclosed
in Note 2(o) and 7.
In accordance with the Group’s accounting policy
as disclosed in Note X, management are required
to assess whether there is any objective evidence
as a result of one or more events that comes to
the attention of the Group that a financial asset is
impaired.
Due to the quantum of the asset and the
subjectivity involved in determining whether there
is any objective evidence of impairment of the
loan receivable, we have determined that the
carrying value of the Loan Receivable from Beacon
Events Limited is a key audit matter.
Our procedures included but were not limited
to:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Evaluating management’s assessment in
relation to the existence of indicators of
impairment in accordance with AASB 139
Financial Instruments: Recognition and
Measurement;
Holding discussions with management to
understand the industry outlook and
financial performance of the lender;
Reviewing of terms and conditions of the
loan agreement and assessing whether
there were any indicators of breach or
default;
Considering whether there were any other
data that exists which constitute
indicators of impairment; and
Evaluating the adequacy of the related
disclosures in Note 2(o) and Note 7 to the
financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 September 2018, but does not include
the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
For personal use only In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 29 of the directors’ report for the
year ended 30 September 2018.
In our opinion, the Remuneration Report of Aspermont Limited, for the year ended 30 September 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Phillip Murdoch
Director
Perth, 28 December 2018
For personal use only ASPERMONT LIMITED
Additional Information for Listed Public Companies (as at 30 September 2018)
The following additional information is required by the Australian Securities Exchange
Limited in respect of listed companies:
a) Shareholding
Ordinary Share Capital
2,083,294,903 (2017: 1,856,225,458) shares are held by 316 (2017: 451)
individual holders. All issued ordinary shares carry one vote per share.
Distribution of Shareholders Number
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Ordinary shares
2018
2017
14
2
9
44
247
316
49
18
51
103
230
451
The number of shareholdings held with less than marketable parcel is 189 (2017:189).
b) Share Options (Unquoted)
Number of
Options
Number of
Holders
Exercise Price
Date of Expiry
10,000,000
10,000,000
10,000,000
303,577,323
2
2
1
7
3c
1c
3c
3c
31 July 2020
31 July 2020
12 December 2022
30 September 2025
c) Unlisted Performance Rights
Number of
Rights
Number of
Holders
45,000,000
3
d) Company Secretary
The name of the Company Secretary is Mr David Straface.
e) 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
f) Register of Securities
The register of securities is held at the following address:
Automic Registry Services
Level 2, 267 St. Georges Tce, Perth WA, 6000
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.
87
For personal use only
ASPERMONT LIMITED
Additional Information for Listed Public Companies (as at 30 September 2018)
g) Substantial Shareholders
Name
1
2
3
Mr. Andrew Kent and
beneficial interests
Mr. John Stark and
beneficial interests
Mr. Alex Kent and
beneficial interests
Number of Ordinary
fully paid shares held
% Held of
Issued
Ordinary
Capital
566,780,087
27.21%
385,897,000
18.52%
259,749,245
12.47%
h) 20 Largest Shareholders – Ordinary shares
Position Holder Name
DRYSDALE INVESTMENTS LIMITED
ALLANDALE HOLDINGS PTY LTD
MEGA HILLS LIMITED
ANNIS TRADING LIMITED
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