ABN: 66 000 375 048
ANNUAL REPORT
For the financial year ended
30 September 2019
For personal use only
ASPERMONT LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Table of Contents
Corporate Directory
Operational Highlights Report
Directors’ Report
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4
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Auditor’s independence declaration
32
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
36
37
38
73
74
77
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ASPERMONT LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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
Nishil Khimasia – Chief Financial Officer, Group
Ajit Patel – Chief Operating Officer, Group
Matt Smith – Chief Commercial Officer, Group
Leah Thorne – Group People Director
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
Ian B. Mitchell & Associates
19-29 Martin Place
Sydney NSW 2000
Auditors
Greenwich and Co
Level 2, 267 St. Georges Terrace
PERTH WA 6000
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 2019
Overview
Aspermont has successfully completed a full strategic, operational, digital and financial transformation
to strengthen its position as the leading media services provider to the global resource industries.
The company has invested in both content and technology platforms to facilitate premium audience
build solutions and has now delivered 13 quarters of back to back high -performance growth in
subscriptions revenues an all associated SaaS metrics.
In FY19 the company completed phase 3 of its development with the launch and subsequent
integration, of both an Events and Research business to deliver a full multi-media proposition for its
audiences and client communities.
Now; in its fourth phase 4 of development, Aspermont is focused on extending this capability to a
complete end-to-end marketing service for its clients.
Over the past twelve months the company has progressed well in its substantial new growth phase
with revenues, margins and profitability all making good improvements. At the same we have made
significant investments to enhance the scalability of our model.
Aspermont is building its base and expanding its market opportunities for significant long-term growth.
Performance versus Guidance
Our expectations for FY19 were:
1. High top line growth
2. All revenue classes to remain in growth
3. Significant improvement in all key SaaS metrics
4. Gross and net margins to continue expanding
5. Improving profitability and higher operational cash flow
Aspermont has delivered well against all those expectations.
The results for the twelve months ended 30 September 2019 reflect continuing improvement in
Aspermont’s financial performance and outlook.
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Key Financial Highlights
Year Ended 30 September
2018
2019
Improvement
Subscriptions
Delegates
Audience Revenues
Display Advertising
Event Sponsorship
Content Marketing
Content Agency
Lead Generation
Jobs/Classifieds
Client Services Revenues
Total Revenue
Gross Margins
EBITDA
$5.7
$0.3
$6.0
$4.6
$0.9
$2.3
-
-
$0.2
$8.0
$6.4
$0.7
$7.1
$4.9
$1.9
$2.1
$0.12
$0.05
$0.2
$9.3
+12%
+131%
+18%
+7%
+109%
-8%
New
New
+16%
$14.0
$16.4
+17%
54%
55%
+2%
$0.2m
$0.5m
+161%
Cash Flow f rom Operating Activities
$0.6m
$0.9m
+62%
Notes:
-
-
-
Revenue classifications based on m anagement accounts and reflective of new reported product divisions
EBITDA and Cash from Operating Activities figures are normalised (refer Appendix 1)
Decline in content marketing revenues this year are an anomaly and not expect to repeat in FY20
Key Achievements
Total revenue growth of 17% to $16.4m
•
• Strong double-digit growth in
o Audience revenues and associated audience build metrics
o Client Services revenues and network size
• Margins continuing to expand year on year
•
• Key personnel appointments
Large improvements in both normalized EBITDA and operating cash flows
o Chief Commercial Officer (Matt Smith)
o Group People Director (Leah Thorne)
• Better establishment of products and series launched in prior year
o Events: Future of Mining series & Mining Journal Select series
o Research: World Risk Report & Global Leadership Report
• Successful launch of new business lines
o
Lead generation
o Content agency
• Significantly enhanced penetration in North American market
o Diversified revenue growth of 65% (FY17 - FY19)
o Active digital user growth of 470% (FY-16 - FY19)
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Financial Position
• Aspermont has no net debt and is making investments from existing funds to accelerate the
Company’s growth strategy.
• At year end, the Company has a cash balance in excess of $0.7m despite its significant
investment in organic business drivers.
The Network Effect
As Aspermont’s paid network has built over the last few years and all its revenues have grown, the
business has been able to enhance the value of its offering to both its audiences and clients.
(This is what we refer to as ‘the network effect’).
On the Audience side; investments in content have seen new research and data products, wider news
coverage and new conferences. All of which have driven audience revenues.
On the client side; investments in new sales capabilities have seen new lead generation tools, multi-
media formats and content creatives. All of which have driven client services revenues.
Key Audience Metrics
Aspermont has now delivered thirteen consecutive quarters of growth in all audience metrics.
Aspermont’s key lead indicator is Monthly Active Users (MAU). We measure this for all digital media
products on a combined basis.
Aspermont has 250K+ MAU’s as at the end of September 2019. MAU’s have grown by 30% CAGR since
September 2016. This growth shows the underlying strength of the value model and the depth and
performance of our ABM strategies (see chart on RHS of slide below).
The second lead indicator to track is Event attendees which has grown from zero in FY16 to 1,532 in
FY19. (We define Event attendees as all those speakers and deleg ates who attend our conferences).
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Key Client Metrics
In FY 19 we launched both content creation services and lead generation services.
A new third lead indicator, which will have an increasing significance as we develop these new revenues
streams is “senior contacts”. On the Client side we now have 7.5 million board and senior management
contacts in our sectors (see pie chart on LHS of slide above). This network allows us to simultaneously
extend our marketing services’ product suite; provide a better value-add service to our clients and
improve our revenue diversification.
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
F20 Execution Priorities
Over the next 12 months we are focused on talent acquisition/retention, performance management
and skills development strategies within our business to drive a high-performance employee culture.
Subscriptions growth remains a core priority as does our transition to a solution selling approach. Now
that we have the audience and product assets to leverage, we have an opportunity to maximise our
returns at far higher levels.
Outlook
Aspermont now has a proven model; a consistent track record of growth, improving margins and
cash generation. We have a clear growth strategy and the capabilities to deliver the solutions that
clients increasingly need and want. Our unit economies are attractive, we have a relatively stable
fixed cost base and we have the people and technologies in place to see the business springboard .
Consequently, in FY20 we expect to show:
1. Continued top-line performance,
2. Improving bottom lines and cashflow performance
3. Margins expansions (gross and net)
4. Continued development of all audience, SaaS and ARPC metrics
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 four 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 deli ver on the ambitions.
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.”
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Nishil Khimasia Chief Financial Officer
Mr Khimasia has more than 25 years of experience in financial management, business development
and transformation in entrepreneurial growing companies in the global B2B sector. Previously, 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 four 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. Matt has over 20 years of experience in global media sales. Previously,
Matt was President at International Data Group (IDG), the world largest technology media
organization, where he directly managed and led the global demand generation business and data
strategy. His role at Aspermont is newly created and gives him full remit over all the company's
commercial activities. Specifically, Matt will be focused on building a truly solution -sales based
culture and framework within Aspermont to enable the company to maximize on its wealth of client
sponsorship opportunities.
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 to now deliver 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. ”
Leah Thorne
Group People Director
Leah joined in December 2018 as Group People Director; with a key focus on our people and talent
development activities for the group. Previously, Leah was HR Director at a global start up within the
Technology industry. Prior to that, Leah headed up Talent Development at Activision Blizzard, one of
the largest global video games publishers. Leah both established and led the Talent Development
function across Europe, focusing on learning development and was pivotal in designing and
executing a European initiative to support the business’ digital transition. Leah brings specialist skills
in Talent development and acquisition to the role.
Comment:
“I am really excited to be joining Aspermont in the next step of their journey and am equally excited about the
opportunities to support our employees and the business further. The creation of this role is a really significant one
for the business and a great opportunity to recognise how valuable their people are to them, to have a resource
dedicated for them and invest in them further.”
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 established business and newly launched
products and is a credit to the enthusiasm, dedication and talent shown throughout the A spermont family.
The coming year should show continuing development and provide exciting opportunities for the management team
and Aspermont's shareholders.”
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 a nd 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.”
Yours sincerely,
Alex Kent
Managing Director
Aspermont Limited
To access Aspermont Investor Presentation:
https://www.asx.com.au/asxpdf/20191128/pdf/44c1mcxgqsjycc.pdf
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ASPERMONT LIMITED
OPERATIONAL HIGHLIGHTS
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Appendix 1: Normalised EBITDA
The reconciliation of statutory earnings to EBITDA is as follows:
Year Ended
Reported
income/(loss)
operations before income tax expense
from
continuing
30 Sept 2019
$000
30 Sept 2018
$000
(7,466)
(868)
Net interest
Depreciation and amortisation
Other (share based payments & provisions, f oreign
exchange, other income)
Write-down of Loan receivable
Reported EBITDA
Fair value revaluation and interest receivable of
Beacon loan
Exceptional one-of f charges(2)
New business establishment costs(3)
Normalised EBITDA(1)
103
1,061
278
4,944
(1,080)
-
384
1,157
461
24
188
(43)
-
(699)
(584)
389
1,070
176
Normalised Cash Flow from Operations Reconciliation
Year Ended
30 September
2019
$000
30 September 2018
$000
Cash flows from operating activities
Cash receipts f rom customers
Cash outf lows to suppliers and employees
Interest and other costs of f inance paid
Cash outflow from Operating activities
Exceptional cash outf lows (2), (3)
18,772
(19,123)
(42)
(393)
1,295
Normalised
operating activities (1)
Cash
inflow/(outflow)
from
902
14,225
(14,648)
(13)
(436)
992
556
Notes f or Normalised EBITDA and Normalised Cash Flow f rom Operations reconciliations:
(1) Based on unaudited management accounts
(2) One-of f expenses relating to Beacon Events1 legal costs and business restructuring
(3) Estimated expenditure in relation to the establishment of new business lines e.g. Events, Research, Lead
Generation, Content Agency
1 Beacon Events was a joint venture entity that Aspermont used to own 60% of and over the last f ew years of its
divestment entailed a long-standing legal despite. In May 2019 the company reached a f ull and f inal settlement
with Beacon Events on all matters
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 2019.
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 consolidated loss after tax for the group was $7.5m (2018: loss $0.9) which includes a one-off
charge of $4.9m for write-down of Beacon Loan receivable following settlement in May 2019.
Dividends
No dividend has been declared for the year (2018: 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 13 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 32 and forms part of the directors’
report for the year ended 30 September 2019.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 12th December 2019
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 2019
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.
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:
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
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
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.
previously
graduated
Having
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.
Other current directorships
No other listed company directorship
Special responsibilities
Managing Director
Member of Audit Committee
Former directorships in last 3 years
Resourcef ul Events Limited, resigned 17 May 2018
Interest in shares and options
259,749,245 ordinary shares
258,245,641 options
48,000,000 perf ormance rights
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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
from the Securities Institute of
Analysis
Australia and
is a Certified Practicing
Accountant.
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
for private
companies. Mr West 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.
financing
Other current directorships
No other listed company directorship
Special responsibilities
Chairman of Audit Committee
Chairman of Remuneration Committee
Former directorships in last 3 years
N/A
Interest in shares and options
51,561,485 ordinary shares
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
8,409,262 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,
Electrical
Information
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.
Technology
and
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
5,534,262 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.
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.
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 2019, and the number of meetings attended by each director were:
Full meetings of Directors
Meetings of committees
Audit & Risk
Remuneration
A
9
9
9
9
9
9
B
9
9
9
9
9
9
A
**
**
5
5
5
**
B
**
**
5
5
5
**
A
**
**
**
2
2
2
B
**
**
**
2
2
2
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 of f ice 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
18
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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.
Directors’ fees:
The base remuneration was reviewed in the year and the following base fees were determined:
Base Fees
Non-Executive Chairman
Non-Executive Directors
Lead Independent Director
30 September 2019
$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
19
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Executive pay
The executive pay and reward framework have 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 are 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 prof it 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 22.
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 ,
growth, operational excellence, shareholder value and fostering talented
and engaged people.
Metric
Target
Weighting Reason for selection
Revenue Growth and
Adjusted EBITDA
30%
increase
30-40%
Increase group’s
market share in
subscriptions and
digital advertising
Operational
Excellence
Individual
performance
metrics
10%
increase
10-20%
20-30%
10-20%
Individual
KPIs set
annually
Specific
to
individuals
Reflects improvements
in both revenue and cost
control
Focus of the group’s
growth strategy for the
next 5 years
Retention of customers
and increasing market
share
Targeted metrics have
been chosen that are
critical to individual
roles
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.
20
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
STI awards for this year were based on meeting increase in market share in advertising, subscriptions,
delivering events planned and 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 22 as
well on page 24 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.
The key management personnel of the Group are the following:
• Andrew Leslie Kent – Chairman and Non-Executive Director
• Alex Kent – Managing Director, Group
•
John Stark – Alternative Director to Mr Andrew Kent
• 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
• Matt Smith – Chief Commercial Officer, Group
•
Leah Thorne – Group People Director (appointed December 2018)
21
For personal use only
ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Details of Directors and key management personnel of the Group remuneration for the year ended 30
September 2019 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
2019
Name
Executive
directors
A Kent (1)
359,040
56,100
21,220
96,125
Sub-total
359,040
56,100
21,220
96,125
Non-executive
directors
A.L Kent
(Chairman)
G Donohue (3)
C West (4)
C Witter (4)
Sub-total
Other key
management
personnel
A Patel (1)
N Khimasia (1)
M Smith (1)
L Thorne (1, 2)
Sub-total
191,324
100,000
45,000
45,000
381,324
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
272,000
272,000
272,000
126,869
942,869
31,450
53,550
-
6,800
91,800
15,117
6,206
2,039
-
23,362
32,042
32,042
7,898
-
71,982
Total (Group)
1,683,233
147,900
44,582
168,107
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
532,485
532,485
8,676
200,000
-
-
-
8,676
100,000
45,000
45,000
390,000
27,200
21,760
15,323
-
64,283
377,809
385,558
297,260
133,669
1,194,296
72,959
2,116,781
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 2019.
2. Appointed December 2018
3. Rem uneration will be entirely in stock with the share price set at the volum e weighted average price (VWAP) over the 12 m onths of
the calendar year.
4. Rem uneration was $25,000 in cash and rem ainder 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.
22
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Key management personnel of the Group and other executives of the Company and the
Group (continued):
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) (8)
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 2019.
2. Resigned May 2018
3. Appointed August 2018
4. Rem uneration will be entirely in stock with the share price set at the volum e weighted average price (VWAP) over the 12 m onths of
the calendar year
5. Rem uneration was $10,000 in cash and rem ainder 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. Rem uneration was $17,500 in cash and rem ainder 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
8. STI will be in stock with the share price set at the volume weighted average price (VWAP) over the 12 m onths of the calendar year
23
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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
A Patel
N Khimasia
M Smith
L Thorne
Fixed remuneration
2019
At risk –
STI 2019
At risk –
LTI 2019
71%
11%
18%
100%
100%
100%
100%
100%
83%
77%
97%
95%
-
-
-
-
-
8%
14%
-
5%
-
-
-
-
-
9%
9%
3%
-
The following table demonstrates the Group’s performance over shareholder value during the last
five years:
2019
2018
2017
2016
2015
Loss attributable to owners of the
company
Dividends paid
Share price at 30 September
Return on capital employed
(7,452,000)
(942,949)
(1,342,604)
(6,468,480)
(10,557,709)
-
$0.01
(282.9%)
-
$0.01
(9.8%)
-
$0.01
-
-
$0.01
$0.01
(15.7%)
(574.8%)
(132.6%)
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:
5,000
4,000
3,000
2,000
1,000
-
-1,000
-2,000
-3,000
-4,000
2012
2013
2014
2015
2016
2017
2018
2019
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 2019
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 2019 is GBP 240,640
•
(AUD $436,360).
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 2019 is GBP 190,680 (AUD $345,767). 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
N. Khimasia Chief Financial Officer, Group
• Term of agreement – ongoing, commencing November 2015.
• Base compensation, inclusive of salary, pension contribution and benefits for year ended 30
•
September 2019 of GBP 194,953 (AUD $353,516).
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 year period
•
ended 30 September 2019 of GBP 159,575 (AUD $289,362).
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
L. Thorne People Officer, Group
• Term of agreement – ongoing, commencing December 2018.
• Base compensation, inclusive of salary, pension contribution and benefits for the nine-month
•
period ended 30 September 2019 of GBP 73,769 (AUD $133,669).
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
25
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
D) Options 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
2018
Received as
part of
convertible
note issue
Exercised
Forfeited
Balance 30
September
2019
258,245,641
-
-
-
258,245,641
Directors
A Kent and benef icial
interests
No other director options were exercised or lapsed in Aspermont Limited in 2019.
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 1
October
2018
566,780,087
385,897,000
259,749,245
42,214,815
5,064,815
2,189,815
Directors
A.L Kent and benef icial
interests
J Stark and benef icial
interests
A Kent and benef icial
interests
G Donohue and benef icial
interests
C West
C Witter
Other KMP
N Khimasia (KMP)
7,861,545
A Patel (KMP)
-
Disposed
Acquired
Balance at
resignation
Balance 30
September
2019
-
-
-
-
-
-
-
-
-
-
-
9,346,670
3,344,447
3,344,447
3,376,348
13,685,606
-
-
-
-
-
-
-
-
566,780,087
385,897,000
259,749,245
51,561,485
8,409,262
5,534,262
11,237,893
13,685,606
No other shares were issued to key management personnel and other executives of the Company and
the Group during 2019.
26
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
F)
Employee Performance Rights
The Company issued 44,500,000 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 2019, the Company had the following unlisted Performance Rights in issue:
Rights
Outstanding at
Start of the Year
Share Rights
Granted in
Year
Award Date
Fair Value
per Right at
award date
Vesting Date
Vested
Rights
Outstanding at
End of the Year
(num ber)
(num ber)
$
(num ber)
(num ber)
Managing
Director
KMPs
13,500,000
13,500,000
-
-
-
-
10,500,000
10,500,000
01-Feb-18
01-Feb-18
24-May-19
24-May-19
$0.007096
$0.009000
$0.009308
$0.011000
01-Feb-2021
01-Feb-2021
25-May-2022
25-May-2022
9,000,000
9,000,000
-
-
-
-
10,500,000
10,500,000
01-Feb-18
01-Feb-18
24-May-19
24-May-19
$0.007096
$0.009000
$0.009308
$0.011000
01-Feb-2021
01-Feb-2021
25-May-2022
25-May-2022
Em ployees (1)
-
2,500,000
30-Nov-18
$0.0103
30-Nov 2018,
2019, 2020
Total
Performance
Rights in Issue
45,000,000
44,500,000
-
-
-
-
-
-
-
-
-
13,500,000
13,500,000
10,500,000
10,500,000
9,000,000
9,000,000
10,500,000
10,500,000
2,500,000
89,500,000
(1)
The grant of em ployee performance rights are subject to certain m ilestone conditions: A three year period, 33.3%
of the total performance rights will vest per annum with the first tranche eligible for vest upon issue of the
Performance Rights. Any Rights not vested on the measurement date lapse.
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. The Board can amend vesting conditions on issued Performance
Rights pursuant to the Performance Rights Plan approved by shareholders in February 2018. Any change
to vesting conditions which affects a related party requires shareholder approval.
Performance Rights for the Managing Director and KMPs have the following performance conditions:
1. Tranche 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. Tranche 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 issued were valued for a total of $231,000 being expensed over the
vesting period, with $25,667 charged to the Consolidated Income Statement for this reporting period.
This is based on a share price of $0.011 (2018 award $0.009) 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 2019.
27
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
The Tranche 2 Performance Rights issued were valued for a total of $195,472 being expensed over the
vesting period, with $21,719 charged to the Consolidated Income Statement for this reporting period.
This is based on a fair value of $0.0093082 per right (2018 award $0.00767). 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
• Vesting Period: three years
• Expiry date: seven years from issue
• Expected future price volatility of shares: 100%
• Risk free rate: 1.49%
• Dividend yield: n/a
The Employee Performance Rights were valued based on prior 12 month weighted average market price
on the date of grant at $0.0103 and were valued for a total of $25,750 being expensed in the period.
G) Loans from directors related entities
Liabilities to Mr A.L Kent and entities related to them are set out below.
Andrew L. Kent
Beginning of year
Loan Repayments / (advances)
2019
2018
43,469
2,231
(47,269)
90,738
End of year/period – owed
45,700
43,469
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
$439,016 for the current year, a 24% reduction over the prior 12 months (2018: $487,699). The lease
agreement has a term of five years expiring October 2022.
At 30 September 2019, the Company owed $47,500 (2018: $47,500) 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, 96% of votes received were
in favour of adoption of the remuneration report. Votes received represented 50% of the full registry.
This is the end of the Audited Remuneration Report.
28
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
Shares under option
Unissued ordinary shares of Aspermont Limited under option at the date of this report are as follows:
Date of Issue
Date of Expiry
Exercise Price
Number of Options
01-Aug-17
01-Aug-17
12-Dec-17
18-Oct-16
31-Jul-20
31-Jul-20
12-Dec-22
30-Sep-25
1c
3c
1c
3c
10,000,000
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.
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:
Tax compliance
Tax advisory
Total non-assurance remuneration
2019
$
2018
$
2,500
-
2,500
8,235
23,422
31,657
29
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ASPERMONT LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2019
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 32.
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
12 December 2019
30
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 2019:
Directors and
Employees
Board
Senior Management
Department Head
Employees
Total
Total
Total
Women
Men
Women
%
6
3
8
36
53
-
1
2
34
37
0%
25%
20%
49%
41%
31
For personal use only
Auditor's Independence Declaration
To those charged with governance of Aspermont Limited
As auditor for the audit of Aspermont Limited for the year ended 30 September 2019, I declare that, to the best
of my knowledge and belief, there have been:
i.
no contraventions of the independence requirements of the Corporations Act 2001 in relation to the
audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
Greenwich & Co Audit Pty Ltd
Nicholas Hollens
Managing Director
Perth
12 December 2019
For personal use only
ASPERMONT LIMITED
Consolidated Statement of Comprehensive Income for the year ended 30 September 2019
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 loan receivable
Loss before income tax
Income tax expense
Note
30 September
2019
$000
30 September
2018
$000
4
7
6
16,379
(7,461)
8,918
(620)
(5,170)
(511)
(4,159)
(103)
(166)
(1,195)
484
-
(4,944)
(7,466)
14
14,031
(6,455)
7,576
(459)
(3,833)
(859)
(2,738)
(24)
(109)
(1,192)
186
584
-
(868)
(75)
Net loss attributable to equity holders of the
parent entity
(7,452)
(943)
Loss per share attributable to the ordinary
equity holders of the company
Note
Cents
2019
Cents
2018
(0.36)
(0.05)
Basic and diluted earnings loss
19
(0.36)
(0.05)
The accompanying notes form part of these consolidated financial statements.
33
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ASPERMONT LIMITED
Consolidated Statement of Comprehensive Income for the year ended 30 September 2019
Note
2019
$000
2018
$000
Net loss after tax for the year
(7,452)
(943)
Other comprehensive loss
(Items that will be reclassified to profit or loss)
Foreign currency translation differences for
foreign operations
(102)
(170)
Other comprehensive loss for the year net of tax
(102)
(170)
Total comprehensive loss for the year (net
of tax)
(7,554)
(1,113)
The accompanying notes form part of these consolidated financial statements.
34
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ASPERMONT LIMITED
Consolidated Statement of Financial Position for the year ended 30 September 2019
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
Lease Liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities
Lease Liabilities
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2019
$000
2018
$000
15
7
7
9
6
10
11
12
9c
6
9c
727
1,379
2,106
2,059
1,858
3,917
-
71
1,445
1,519
8,827
11,862
13,968
3,553
4,702
43
541
5,480
74
124
2,272
8,842
16,792
20,709
4,502
4,193
(5)
-
8,839
8,690
1,519
2,272
882
94
-
76
2,495
2,348
11,334
11,038
2,634
9,671
13
7,441
67,744
(1,826)
(11,882)
(2,981)
(46,191)
2,634
9,671
The accompanying notes f orm part of these consolidated f inancial statements
35
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ASPERMONT LIMITED
Consolidated Statement of Changes in Equity for the year ended 30 September 2019
Issued
Capital
Accumulated
Losses
Other
Reserves
Share
Based
Reserve
Currency
Translation
Reserve
Fixed
Assets
Reserve
Total
Balance at 1 October 2017
$000
$000
65,604
(45,248)
$000
(9,954)
$000
$000
$000
$000
825
(2,389)
(278)
8,560
Loss f or the period
Other comprehensive income
Foreign currency translation dif f erences f or
f oreign operations
Total Comprehensive loss
Transactions with owners in their capacity
as owners;
Shares issued (net of issue costs)
Issue of share options
-
-
-
(943)
-
(943)
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
Balance at 1 October 2018
67,744
(46,191)
(9,954)
909
(2,559)
(278)
9,671
Loss f or the year
Other comprehensive income
Foreign currency translation dif f erences f or
f oreign operations
Total Comprehensive loss
Transactions with owners in their capacity
as owners:
Shares issued (net of issue costs)
Issue of perf ormance rights
Transf er of reserves to retained losses
258F Capital Adjustment
Balance at 30 September 2019
-
-
-
313
-
-
(60,616)
7,441
(7,452)
-
(7,452)
-
-
(9,954)
60,616
(2,981)
-
-
-
-
-
9,954
-
-
-
-
-
-
204
-
-
-
(102)
(102)
-
-
-
-
-
-
-
-
-
-
-
(7,452)
(102)
(7,554)
313
204
-
-
1,113
(2,661)
(278)
2,634
The accompanying notes f orm part of these consolidated f inancial statements.
36
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ASPERMONT LIMITED
Consolidated Statement of Cash Flows for the year ended 30 September 2019
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
2019
$000
2018
$000
18,772
14,225
(19,123)
(14,648)
(48)
6
(24)
11
Net cash (used in)/ from operating activities
15(b)
(393)
(436)
Cash flows from investing activities
Payments for plant and equipment
Payment for intangible assets
Interest on lease liabilities
(36)
(502)
(55)
(74)
(651)
-
Net cash (used in)/from investing activities
(593)
(725)
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Repayment of lease liabilities
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
Cash at the end of the year
-
(6)
(346)
(352)
(1,338)
2,059
2,044
(169)
-
1,875
714
1,342
6
3
727
2,059
The accompanying notes f orm part of these consolidated f inancial statements.
37
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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 12 December
2019.
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.
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.
The Group’s revenue recognition policies (see Note 2I) prior to AASB 15 were in line with the requisites
of the new standard and the impact if any would be immaterial.
38
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
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 adopted AASB 16 on the required effective date 1 January 2019.
The adoption of the AASB resulted in premises that were previously being classified as operating lease
now recognised on the balance sheet. This resulted in recognition of a right-of-use asset and a
corresponding liability being the present value of future lease payments. Over the life of the lease, the
lease liability will incur interest expense and is reduced as lease payments are made. The right-of-use
asset is amortised on a straight-line basis over its lease term. The pattern of expense recognition
changes with a higher expense at lease commencement due to a higher lease liability at the time.
Aspermont adopted AASB 16 using the modified retrospective approach. There is no restatement of
comparative periods and the lease liability has been set to the same value as the right-of-use asset.
Aspermont has elected to apply practical expedients allowed under the modified retrospective approach
and not recognise short-term or low-value leases on its balance sheet but to account for the lease
expense on a straight line basis over the remaining lease term.
The Group has elected not to include initial direct costs in the measurement of the right -of-use asset
for operating leases in existence at the date of initial application of AASB 16, being 1 January 2019. At
this date, the Group has also elected to measure the right-of-use assets at an amount equal to the
lease liability adjusted for any prepaid or accrued lease payments that existed at the date of transition.
Instead of performing an impairment review on the right-of-use assets at the date of initial application,
the Group has relied on its historic assessment as to whether leases were onerous immediately before
the date of initial application of AASB 16.
On transition to AASB 16 the weighted average incremental borrowing rate applied to lease liabilities
recognised under AASB 16 was 5%. The Group has benefited from the use of hindsight for determining
the lease term when considering options to extend and terminate leases.
This resulted in recognition a right-of-use asset $1.7m and a lease liability of $1.7m. It also resulted
in recognition of additional expense for the year ended 30 September 2019 of $ 0.055m.
Refer to note 20 for the Group’s lease commitments.
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 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 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 or result in material increase in
any provisions.
New Accounting Standards Issued but not yet Applied
Certain new accounting standards and interpretations have been published that are not mandatory for
the 30 September 2019 reporting period.
39
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
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.
For the year ended 30 September 2019 the entity recorded a loss before tax for the year of $7.6m, a
net cash out flow from operating activities of $0.4m and net working capital deficiency excluding
provisions and deferred revenue of $2m.
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 th e 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.
40
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
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.
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
Right-of-use asset
(d) Employee benefits
Depreciation Rate
13.5% - 40%
Range remaining lease term: 3-5 years
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.
41
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
(e) Financial instruments
Recognition
The Group recognises receivables on the date that they are originated. All other financial assets are
recognised initially on the trade date at which the Group becomes a party to the contractual provisions
of the instrument.
Financial assets are classified based on the objective of the Group’s business model for managing the
financial assets and the characteristics of the contractual cash flows.
The Group derecognises a financial asset when the contractual cash flows from the asset expires, or it
transfers the rights to receive the contractual cash flows such that substantially all the risks and rewards
of ownership of the financial asset are transferred.
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.
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.
42
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
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.
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 f or 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.
43
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
Group Companies
The financial results and position of foreign operations whose functional currency is different from the
Group’s presentation currency are translated as follows:
•
•
•
Assets and liabilities are translated at year-end exchange rates at that reporting date.
Income and expenses are translated at average exchange rates for the period.
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.
(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 carryin g 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 straigh t 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
44
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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 are 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 retrospectiv e 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.
(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.
45
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
(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 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. The cost is
recognised together with a corresponding increase in equity over the period in which the performance
conditions are fulfilled. Information relating to share based payments is set out in note 13.
(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 d ata, 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(c).
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.
46
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
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.
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
Estimated Probability of Success
1
ROE - Non-market
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.
47
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
2. Significant accounting policies (continued)
(q) Trade receivables
Trade receivables are recognised at fair value, being the original invoice value any credit loss
allowance. They are non-interest bearing and generally on 30 credit terms from date of invoice.
The loss allowance is based on a simplified model of recognising lifetime expected credit losses
immediately upon recognition. Where a debt is known to be uncollectable, it is considered a bad
debt and written off.
(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
AASB 2013-3
Amendments to Australian Accounting Standards – Offsetting Financial
Assets and Financial Liabilities
Amendments to AASB 136 – Recoverable Disclosures for Non-Financial
Assets
AASB 2014-1
Amendments to Australian Accounting Standards (Parts A to C)
AASB 15
AASB 9
AASB 16
Revenues from contracts with Customers
Financial Instruments
Leases
(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 Ch ief
Executive Officer who makes strategic decisions.
48
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
3. Parent Entity Information
The following details relate to the parent entity, Aspermont Limited, at 30 September 2019. 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
2019
$000
2018
$000
942
8,179
2,529
10,619
9,122
13,148
4,034
2,454
4,555
2,319
6,488
6,874
7,441
67,744
(4,661)
(61,140)
1,113
(276)
(712)
(270)
909
(276)
(618)
(345)
2,634
6,274
(6,670)
(102)
687
(169)
Total Comprehensive income/(loss) for the year
(6,772)
518
49
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
4. Revenue
Continuing operations:
Sales revenue – subscriptions and advertising
Events revenue
Other income:
Interest
Other income
2019
$000
2018
$000
13,823
2,556
12,939
1,092
16,379
14,031
6
478
11
175
484
186
Amounts contained within other income is income generated through non -core activities such as the
disposal of non-core assets or government grants.
5. Expenses
Profit/ (loss) before income tax includes the following specific expenses:
(a) Expenses:
Bad debts written of f
Consulting and accounting services
Depreciation and amortisation of plant, equip and intangible assets
Directors f ees
Employee benef its expense
Foreign exchange gains/(losses)
Finance costs
Legal costs
Rental expense on operating lease
Impairment of intangible assets
Write down of loan receivable
2019
$000
2018
$000
(61)
55
1,062
364
3,754
(173)
97
218
511
4,944
10,771
34
108
188
375
3,331
-
22
(126)
858
-
-
4,790
(b) Remuneration of auditors of the parent entity f or:
Auditing or reviewing the accounts
79
121
50
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
6. Taxation
(a) Income tax expense/(benef it)
The components of tax expense/ (revenue) comprise:
Current tax
Def erred tax
2019
$000
2018
$000
-
(14)
(14)
-
75
75
The prima f acie tax on prof it/ (loss) bef ore tax is reconciled to the income tax
as f ollows:
Prof it/(loss) f rom operations
Income tax calculated at 27.5% (2018: 30%)
(7,466)
(2,053)
(868)
(239)
Tax effect of permanent differences:
Increase in income tax expense due to:
Non-deductible expenditure
Tax losses not recognised
Reversal of previously recognised temporary dif f erence
Decrease in income tax expense due to:
Derecognise capital losses
Non-assessable income
Ef f ect of dif f erent tax rates of f oreign operations
Income tax expense/(benef it) attributable to prof it f rom ordinary activities
Effective tax rate
(b) Def erred Tax
Def erred income tax at 30 September relates to the f ollowing:
Liabilities
Intangible assets in relation to business combinations
Other
Total
Assets
Provisions
Future benef it of carried f orward losses
Fair value gain adjustments
Other
49
544
-
32
297
75
1,355
91
(249)
159
(14)
75
0%
-9%
1,519
2,272
-
-
1,519
2,272
191
1,276
52
176
2,044
52
1,519
2,272
51
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
6. Taxation (continued)
Balance at 1 October 2017
Credited/(charged):
- to prof it or loss
-to equity
Currency movements
Balance at 30 September 2018
Credited/(charged):
- to prof it or loss
-to equity
Currency movements
Balance at 30 September 2019
Intangible
assets relating
to business
combinations
$000
Total
$000
2,347
2,347
-
(75)
-
-
(75)
-
2,272
2,272
(753)
-
-
-
-
-
1,519
1,519
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 October 2017
121
2,174
Credited/(charged):
- to prof it or loss
-to equity
Currency movements
55
-
(130)
-
Balance at 30 September 2018
176
2,044
Credited/(charged):
- to prof it or loss
-to equity
Currency movements
15
-
(768)
-
Balance at 30 September 2019
191
1,276
52
-
-
52
-
-
52
2,347
(75)
-
2,272
(753)
-
1,519
2019
$000
2018
$000
Amounts recognised directly in equity
Aggregate current and def erred tax arising in the reporting period and
not recognised in the statement of comprehensive income but directly
debited or credited to equity:
Net def erred tax – credited directly to equity
14
(75)
Tax expense/(income) relating to items of other comprehensive incom e
Financial assets reserve
52
-
-
-
-
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
6.
Taxation (continued)
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. Trade and other receivables
Current
Trade receivables
Allowance f or expected credit loss
Note 7(b)
Other receivables
Related party receivables
Note 16(b)
2019
$000
2018
$000
929
(105)
824
509
46
2,335
(1,105)
1,230
581
47
Total current trade and other receivables
1,379
1,858
Non-current
Loan – Beacon
Total non-current trade and other receivables
Note 7(a)
-
-
5,480
5,480
The consolidated entity has recognized a gain of $61,000 (2018: loss of $34,000) in profit or loss in
respect of the expected credit losses for the year ended 30 September 2019. This is due to the
reversals of some amounts previously provided for. The actual 2019 ECL allowance was $105,316 as
detailed below.
The ageing of the receivables and allowance for expected credit losses provided for above are as
follows:
Consolidated
Not overdue
0-30 days overdue
30-60 days overdue
60+ days overdue
Expected ECL
%
Carrying
amount
$
Allowance
for ECL
$
5.86%%
758,107
8.35%%
31.84%%
56.04%%
51,653
72,176
59,924
44,439
4,315
22,978
33,583
941,860
105,316
Loan – Beacon
(a)
In 2012 Aspermont transferred its events business ‘ABLEL’ to Beacon Events Limited. Part of the
consideration was the Aspermont Loan Note. In May 2019, the Group announced that a full and binding
Settlement Deed (Deed) had been agreed and finalized between Aspermont Ltd, Gainwealth Group Ltd
and Beacon Events Ltd resolving all outstanding matters relating to the JV between the parties. Under
the Deed, Aspermont has received a cash payment of AUD$0.5 million in exchange for the termination
of all claims relating to the outstanding Loan Note, Options Agreement and other intercompany liabilities
between the parties. As a result of the settlement, Aspermont reported a reduction in net profits and
net assets of $4.9 million.
53
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
7. Trade and other receivables (continued)
Information about the Group’s exposure to interest rate risk and credit risk is provided in note 17.
(b) Allowance for Expected Credit Loss (“ECL”)
As at 30 September 2019 current trade receivables of the Group with a nominal value of $0.1m were
provided against (2018 – $1.1m). Other than small trade ECL for customers who are in unexpectedly
difficult economic situations, the bulk of the provision in the prior year related to trade receivable related
to Beacon Events Ltd joint venture which following the global settlement announced on May 2019 was
written off.
The ageing of these receivables is as follows:
1 to 3 months
Over 3 months
Movements in the allowance for the impairment of receivables are as follows:
At 1 October
Allowance f or impairment
Foreign exchange movement
Receivables written of f
2019
$000
2018
$000
-
105
34
1,071
105
1,105
2019
$000
2018
$000
1,105
(65)
154
(1,089)
1,005
34
70
(4)
105
1,105
7. Trade and other receivables (continued)
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.
(c)
Past due but not impaired
As at 30 September 2019, trade receivables of $0.3 (2018: $0.6m) 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
54
2019
$000
2018
$000
239
34
480
122
273
602
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
7. Trade and other receivables (continued)
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.
8. Other assets
Prepayments
2019
$000
2018
$000
411
527
411
527
Prepayments consist of insurance and rent that are recognised over the relevant period.
9. Property, Plant and Equipment
Property, Plant and Equipment comprise owned and leased assets that do not meet the definition of
investment property.
Property, Plant and Equipment – at cost
Accumulated depreciation
Owned Property, Plant & Equipment
Right-of -use assets – at cost
Accumulated depreciation
Right-of -use assets – at 1 October 2018 as previously reported
Adjustment on transition to AASB 16
Right-of -use assets – at 1 January 2019
Accumulated depreciation
Right-of -use assets – at 30 September 2019
Consolidated
2019
$000
2018
$000
1,724
1,709
(1,649)
(1,585)
75
124
105
(105)
-
1,713
1,713
(343)
1,370
105
(105)
-
-
-
-
Total Property, Plant and Equipment
1,445
124
55
For personal use only
ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
9. Property, Plant and Equipment (continued)
(a) Movements in carrying amounts
Gross carrying amount
Balance at 1 October 2017
Additions
Currency movements
Disposals
Balance at 30 September 2018
Adjustment on transition to AASB 16
Additions
Currency movements
Disposals
Property,
Plant and
Equipment
$000
Leases and Right-
of-use Assets (b)
$000
Total
$000
1,606
105
1,711
74
6
-
1,686
-
36
2
-
-
-
-
105
1,713
-
-
-
74
6
-
1,791
1,713
36
2
-
Balance at 30 September 2019
1,724
1,818
3,542
Accumulated Depreciation
Balance at 1 October 2017
Depreciation expense
Currency movements
Disposals
(1,521)
(34)
9
-
Balance at 30 September 2018
(1,546)
Adjustment on transition to AASB 16
Depreciation expense
Currency movements
Disposals
-
(86)
(17)
-
(104)
(1)
-
-
(105)
(343)
-
-
-
(1,625)
(35)
9
-
(1,651)
(343)
(86)
(17)
-
Balance at 30 September 2019
(1,649)
(448)
(2,097)
Net Book Value
As at 30 September 2018
As at 30 September 2019
140
75
-
140
1,370
1,445
(b)
Leases and Right-of-use Assets
The Company leases its office building under a lease agreement on a five-year term with three years
remaining. It adopted AASB 16 on its effective date of 1 January 2019 and recognised this lease as a
right-of-use asset and a lease liability (see note c below). This resulted in recognising $1.7m as a right-
of-use asset previously treated as an operating lease and accumulated depreciation for the period from
1 January 2019 of $0.3m. At 30 September 2019, the net carrying amount of right-of-use assets was
$1.4m (2018: $nil).
56
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
9. Property, Plant and Equipment (continued)
(c)
Leases Liabilities
Maturity Analysis – contractual undiscounted cashflows
Less than one year
One to f ive years
More than f ive years
Total Undiscounted Lease Liabilities at 30 September
Lease liabilities included in the statement of financial position at 30
September
Current
Non-current
2019
$000
484
1,042
-
1,526
541
882
1,423
The Company leases its office building under a lease agreement on a five-year term with three years
remaining. It adopted AASB 16 on its effective date of 1 January 2019 and recognised this lease as a
right-of-use asset and a lease liability (see note 20). This resulted in recognising $1.7m as a right-of-
use asset previously treated as an operating lease and accumulated depreciation for the period from I
January 2019 of $0.3m. At 30 September 2019, the net carrying amount of right-of-use assets was
$1.4m (2018: $nil).
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases of expected term
of 12 months or less) or leases of low value assets. Payments made under such leases are e xpensed
on a straight-line basis.
The expenses relating to payments not included in the measurement of lease liability is as follows:
Short term leases
Leases of low value assets
Total
2019
$000
213
-
213
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
10. Intangible assets
Consolidated
Goodwill
$000
Software
$000
Purchased
mastheads
$000
Other
acquired
assets
$000
Total
$000
Gross carrying amount
Balance at 1 October 2017
12,978
3,198
10,088
1,275
27,539
Additions
Currency movements
-
461
651
37
-
494
-
-
651
992
Balance at 30 September
2018
Additions
Currency movements
Balance at 30 September
2019
Accumulated Amortisation
13,439
3,886
10,582
1,275
29,182
-
128
502
-
-
136
-
-
502
264
13,567
4,388
10,718
1,275
29,948
Balance at 1 October 2017
(12,978)
(2,667)
(2,585)
(1,275)
(19,505)
Amortisation expense
Impairment
Currency movements
-
-
(461)
(152)
-
(16)
-
-
(206)
-
-
-
(152)
-
(683)
Balance at 30 September
2018
Amortisation expense
Currency movements
Balance at 30 September
2019
Net Book Value
As at 30 September 2018
As at 30 September 2019
(13,439)
(2,835)
(2,791)
(1,275)
(20,340)
-
(577)
(128)
-
-
(76)
-
-
(577)
(204)
(13,567)
(3,412)
(2,867)
(1,275)
(21,121)
-
-
1,051
7,791
976
7,851
-
-
8,842
8,827
The Group has allocated goodwill, software, purchased mastheads and other acquired assets to the
Publishing cash generating units (“CGU”).
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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 2019.
The cash flow projections which are used in determining any impairment require management to make
significant estimates and judgements (key assumptions in preparing 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 2019. In determining that no impairment was required at 30
September 2019, Management also took into consideration that the market capitalisation of the Group
was above the book value of its equity.
b) Impairment losses recognized
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 (2018: nil).
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 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 200% as a result of the following underlying assumptions:
o Revenue growth of 6% is assumed for advertising based on market maturity of established
products, continued roll-out, introduction of new products and services, product extensions and
continued channel development.
o Revenue growth of 15% in subscriptions – these assumptions are in line with current performance,
industry trends and management’s expectation of market development.
o Revenue growth of 21% in events – these assumptions are in line with current performance, and
o
management’s expectation of market development.
Investment expense for new 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.
o Terminal growth rate of 2% (30 September 2018: 2%) based on accepted principles of a mature
business operating in a stable environment for the foreseeable future.
o The pre-tax discount rate applied to the cash flow projections was 16% (2018: 16%) which reflects
management’s best estimate of the time value of money and the risks specific to media and events
market not already reflected in the cash flows and reflects the capital structure of the Group with
zero debt.
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
10. Intangible assets (continued)
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 33%,
Terminal growth rate – decrease from 2% to -65%
Year 1 to 5 cash flow forecasts – reduction of 64% 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 that these mastheads are not used indefinitely given the brand recognition and market
position.
11. Trade and other payables
Current – unsecured
Trade payables
Sundry creditors and accrued expenses
Annual leave payable
2019
$000
2018
$000
1,719
1,264
570
2,248
1,792
462
3,553
4,502
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.
12. Income in advance
Current
Opening balance
Net movement during the year
2019
$000
2018
$000
4,193
509
2,803
1,390
4,702
4,193
Current income in advance relates to subscription, advertising and event revenue received prior to
services rendered.
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
13. Issued capital
2019
#
2018
#
2019
$000
2018
$000
Fully paid ordinary shares
2,116,392,421
2,083,294,903
7,441
67,744
Ordinary shares
At the beginning of the reporting period
2,083,294,903
1,856,225,458
67,744
65,604
Shares issued during the year:
Rights issue
Share issue costs
Em ployee share issue
258F Capital Adjustment
-
-
33,097,518
196,794,900
8,205,100
22,069,445
-
(6)
319
(60,616)
2,050
(169)
259
At Reporting date
2,116,392,421
2,083,294,903
7,441
67,744
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.
Issued capital at 30 September 2019 amounted to $7.4m (2,116,392,421 ordinary shares). In October
2019, the Board of Directors resolved to reduce the share capital of the Company by $60 .6m in
accordance with section 258F of Corporation act 2001. The capital reduction had the effect of reducing
the share capital account and Accumulated losses in the financial statements and did not impact the
net assets, financial results, cash flow, funding of the consolidated group or the number of shares
issued. As at 30 September 2019, prior to the reduction, the Company had accumulated losses of
approximately of $65.3m and its net assets were less than its share capital. The deficiency in its net
assets arose as a result of impairment in goodwill and intangible assets, losses related disposal or
discontinuation of businesses in the past and historical investment write-offs.
(a) 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.
When shares are issued pursuant to the exercise of options, the shares will rank equally with all other
ordinary shares of the Company.
No 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
2019
333,577,323
-
2018
323,577,323
10,000,000
-
-
-
-
333,577,323
333,577,323
333,577,323
333,577,323
3c
3c
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
13. Issued capital (continued)
Of the 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 (2018: 1.0 cents).
The weighted average remaining contractual life of options outstanding at the end of the financial
year was 5.61 years (2018: 6.61 years).
(b)
Employee Performance Rights
Under the executive long-term incentive plan, Performance Rights (“Rights”) have been granted to
executives and other senior management who will have an impact on the Group’s performance. On
satisfaction of any vesting conditions, each Right will convert to a share on a one-for-one basis.
Details of the plan are included in the Remuneration Report on page 27.
The total expense recognised for share-based payments during the financial year for the Group was
$166,325 (2018: $106,020).
Outstanding at 1 October
Granted during the year
Forf eited during the year
Vested
Lapsed during the year
2019
Number
2018
Number
45,000,000
-
44,500,000
45,000,000
-
-
-
-
-
-
Outstanding at 30 September 2019
89,500,000
45,000,000
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.
(c) 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).
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
13. Issued capital (continued)
The gearing ratios at 30 September 2019 and 30 September 2018 were as follows:
Total Borrowings
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2019
$000
2018
$000
43
(727)
(684)
2,634
(5)
(2,059)
(2,064)
9,671
1,950
(35%)
7,607
(27%)
14. Particulars in relation to controlled entities
Name of Entity
Parent entity:
Aspermont Limited
Controlled Entities:
Resourcef ul Events Pty Ltd
Corporate Intelligence & Communications Pty Ltd
Kondinin Inf ormation services Pty Ltd
Aspermont Media Limited
Aspermont (Hong Kong) Ltd
Aspermont Brazil Ltd
E-Farming
Place of
Incorp.
Class of
share
Economic Entity
Interest
2019
%
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
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
15. Cash flow information
(a) Reconciliation of cash and cash equivalents
Cash at the f inancial year as shown in the statement of Cash Flows is reconciled
to items in Statement of f inancial Position as f ollows:
Cash at bank and on deposit
(b) Reconciliation of operating prof it/ (loss) af ter tax to net cash f rom operating
activities
2019
$000
2018
$000
727
727
2,059
2,059
Loss af ter income tax
(7,452)
(943)
Non-cash flows in profit/ (loss)
Depreciation and amortisation
Impairment of loan receivable
Prof it 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 def erred taxes payable
1,062
5,480
(14)
166
-
527
(671)
509
-
-
-
188
-
-
-
(995)
75
109
(511)
(630)
885
1,391
-
(5)
-
Net cash used in operating activities
(393)
(436)
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
16. Key management personnel and related party disclosures
(a) Key management personnel compensation
Short-term employee benef its
Post-employment benef its
Share based payments
2019
$000
2018
$000
1,876
73
168
1,693
66
106
2,177
1,865
Detailed remuneration disclosures are provided in the audited remuneration report on pages 19 to 28
of the Directors’ Report.
(b) Liabilities and loans from director related entities
Unsecured loans
Beginning of year
Loan advances
Loan repayments
End of year
2019
$000
2018
$000
(43)
814
(816)
(46)
47
841
(932)
(43)
Detailed loan movements are disclosed in the audited remuneration report on pages 19 to 28 of the
Directors’ Report.
(c) 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.
2019
$000
2018
$000
Rental expense f or principal of f ices
439
488
At 30 September 2019 the Company owed $47,500 (2018: $47,500) in unpaid Director Fees to current
Directors of the Company.
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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 2019 and 30 September 2018 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
2019
$000
2018
$000
(100)
(100)
(180)
(180)
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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
2019
USD
EUR
2018
$000
$000
$000
$000
211
-
211
58
-
58
423
5,480
5,903
51
-
51
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 $ 11,000
lower/higher (2018: $295,000 lower/higher).
• Had the Australian dollar weakened/strengthened by 5% against the Euro with all other variables
remaining constant, the consolidated entity’s profit after tax would have been $2,900 lower/higher
(2018: $2,500 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 trans actions 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,
which amounted to $2.6m at 30 September 2019 (2018: $9.7m). 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.
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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 2019:
Non-derivatives
Trade and other payables
Borrowings
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
2,950
43
2,993
-
-
-
-
-
-
-
-
-
2,950
43
2,950
43
2,993
2,993
Consolidated entity as at 30 September 2018:
Non-derivatives
Trade and other payables
Borrowings
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
3,631
39
3,670
-
-
-
-
-
-
-
-
-
3,631
39
3,631
39
3,670
3,670
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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
2019
2018
$000
$000
Financial Assets
Cash and cash equivalents
0.00%
727
0.00%
2,059
Trade and other receivable
Non-current receivable
Financial Liabilities
Trade and other payables
Related party borrowings
-
-
-
9.50%
1,379
-
1,773
43
-
-
-
9.50%
1,858
5,480
2,347
39
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.
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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:
Revenue
Audience Revenues (Subscriptions & Delegates)
Display Advertising
Event Sponsorships
Content Marketing & Agency
Lead Generation
Jobs & classif ied
Client Services Revenue
2019
$000
7,057
4,887
1,927
2,266
57
165
9,311
2018
$000
6,017
4,595
920
2,317
-
182
8,014
Total segment revenue
16,379
14,031
Revenue by Geography
Australia/ Asia
Europe
America
Other
Total revenue
Result
Segment result
Unallocated items:
Corporate overheads and provisions
Depreciation
Amortisation
Impairment of receivable
Other income
Share based payments
Finance costs
Loan revaluation
Profit for year before income tax
Segment assets
Unallocated assets:
Cash
Def erred tax asset
Other assets
Total assets
Liabilities
Unallocated liabilities:
Provision f or income tax
Def erred tax liabilities
Borrowings
Total liabilities
8,914
2,849
4,123
493
16,379
8,697
1,954
2,955
425
14,031
2,714
2,568
(4,389)
(485)
(577)
(4,944)
484
(166)
(103)
-
(7,466)
(3,885)
(36)
(152)
-
186
(109)
(24)
584
(868)
11,723
16,386
726
1,519
-
13,968
2,058
2,479
-
20,923
9,727
8,702
(5)
1,519
94
11,335
(5)
2,479
76
11,252
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Notes to the Consolidated Financial Statements for the year ended 30 September 2019
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.
19. Earnings/ (loss) per share (EPS)
2019
$000
2018
$000
(a) Basic loss per share (cents per share)
(0.36)
(0.05)
(b) Diluted loss per share (cents per share)
(0.36)
(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
(7,452)
(943)
(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
2,098,731,883
1,953,474,720
Options
333,577,323
333,577,323
Weighted average number of ordinary shares outstanding during the
year used in calculating diluted earnings per share
2,098,731,883
1,953,474,720
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ASPERMONT LIMITED
Notes to the Consolidated Financial Statements for the year ended 30 September 2019
20. Lease commitments
(a) Operating Lease
Operating lease commitments
Non-cancellable operating leases contracted f or but not capitalised in the
f inancial statements f rom 1 October 2018 to 31 Dec 2018:
Not later than 12 months
Between 12 months and 5 years
AASB 16 Adjustments
Non-cancellable operating leases contracted f or capitalised in the f inancial
statements f rom 1 October 2018 to 31 Dec 2018:
Not later than 12 months
Between 12 months and 5 years
2019
$000
2018
$000
213
-
213
484
1,042
1,526
876
683
1,559
-
-
-
(b) Finance Lease
The Group leases an of f ice building f or its of f ice space. The Group has reclassif ied the lease as a f inance lease. The
lease typically has a term of f ive years and adjusted f or annual change in lease payment of up to 5% based on
changes in price indices.
21. Events subsequent to the year end
There were no events subsequent to the end of the year end that require disclosure.
22. Contingent Liabilities
The Group is not aware of any other contingent liabilities and unrecorded commitments at the date of
this report that would significantly affect the operations of the Group.
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ASPERMONT LIMITED AND ITS CONTROLLED ENTITIES 30 SEPTEMBER 2019
Directors’ Declaration
In the directors’ opinion:
1.the financial statements and notes set out on pages 33 to 72 are in accordance with the
Corporations Act 2001, including:
a) complying with Australian Accounting Standards, the Corporations Regulation 2001
and other mandatory professional reporting requirements; and
b) giving a true and fair view of the consolidated entity’s financial position as at 30
September 2019 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
12 December 2019
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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 Aspermont Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 September 2019, 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 statements, 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 2019 and of its financial performance
for the year then ended; 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 as 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 auditor independence requirements of 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. We have
determined the matter described below to be a key audit matter to be communicated in our report.
Intangible Assets
Refer to Note 10, Intangible Assets ($8,827,000) and accounting policy Notes 2(h).
Key Audit Matter
How our audit addressed the matter
The Group has a significant amount of
Intangible assets.
Australian Accounting Standard (AASB) 136
Impairment of Assets, requires an annual
impairment test for intangible assets with
indefinite useful lives.
The impairment assessment involves
significant judgements and estimation from
management.
Our audit work included, but was not restricted to, the following:
• Assessing
the
management which
consolidated financial statements;
valuation methodology adopted by
the
in Note 10
is disclosed
to
• Assessing the assumptions and methodologies used by the
Group in the preparation of the discounted cash flow models;
• Challenging the key assumptions utilized in the discounted
cash flow model including the revenue and expense growth
rates,
terminal growth rate and discount rate by
comparing them to historical results, economic and other
the
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Due to these facts, the assessment of carrying
value of the intangible assets is considered to
be a key audit matter.
forecasts;
• Recalculating the mathematical accuracy of the discounted
cash flow model, agreeing budgeted cash flows to the latest
budget
against
budget/forecasts in prior periods;
performance
assessing
and
the
• Performed sensitivity analysis around the key assumptions
including the revenue and expense growth rates and
discount rate applied; and
• Evaluating the adequacy of the related disclosures.
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 2019, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and accordingly 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 on the other information obtained prior to the date of this auditor's report, 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 Directors for the Financial Report
The directors of the Group 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.
In preparing the financial report, the directors are responsible for assessing the Group’s ability 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 have 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 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 the financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal
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control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether
the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit
of the financial report of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on page 19 to page 28 of the directors' report for the year ended 30
September 2019.
In our opinion, the Remuneration Report of the Group, for the year ended 30 September 2019, complies with section 300A
of the Corporations Act 2001.
Responsibilities
The directors of the Group 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.
Greenwich & Co Audit Pty Ltd
Nicholas Hollens
Managing Director
Perth
12 December 2019
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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
2,116,392,421 (2018: 2,083,294,903) shares are held by 322 (2018: 316) 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
2019
2018
14
3
10
52
243
322
14
2
9
44
247
316
The number of shareholdings held with less than marketable parcel is 47 (2018:189).
b) Share Options (Unquoted)
Number of
Options
10,000,000
10,000,000
10,000,000
303,577,323
Number of Holders
Exercise Price
Date of Expiry
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
89,500,000
8
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
g) 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.
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ASPERMONT LIMITED
Additional Information for Listed Public Companies (as at 30 September 2018)
h) Substantial Shareholders
Name
1 Mr. Andrew Kent and beneficial
interests
2 Mr. John Stark and beneficial
interests
3 A Kent and beneficial interests
4 T Klinger and beneficial interests
Number of Ordinary fully
paid shares held
% Held of Issued
Ordinary Capital
566,780,087
385,897,000
259,749,245
106,989,471
26.78%
18.23%
12.27%
5.06%
i) 20 Largest Shareholders – Ordinary shares
Position
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Holder Name
DRYSDALE INVESTMENTS LIMITED
ALLANDALE HOLDINGS PTY LTD
MEGA HILLS LIMITED
ANNIS TRADING LIMITED
BLUE SEA INVESTMENT HOLDINGS PTY LTD
ALLAN DALE REAL ESTATE PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GINGA PTY LTD
GINGA PTY LTD
YARANDI INVESTMENTS PTY LTD
MRS TRACY FRASER
NATIONAL NOMINEES LIMITED
KEISER SHIPPING & TRANSPORT PTY LTD
BLACKCOURT (NSW) PTY LIMITED
RIBO TRUST
MR JOHN STARK & MRS JULIE STARK
CITICORP NOMINEES PTY LIMITED
B F A PTY LTD
GLACIER MEDIA INC
MR MICHAEL CHARLES BOWDEN
Total
Holding
325,329,709
277,852,083
259,698,245
159,771,150
81,458,334
71,959,584
60,558,455
54,758,155
50,777,912
49,545,032
45,294,900
34,999,900
32,500,000
29,506,667
28,000,000
25,857,000
23,974,173
19,787,726
17,274,634
16,000,000
1,664,903,659
% IC
15.37%
13.13%
12.27%
7.55%
3.85%
3.40%
2.86%
2.59%
2.40%
2.34%
2.14%
1.65%
1.54%
1.39%
1.32%
1.22%
1.13%
0.94%
0.82%
0.76%
78.67%
Total issued capital - selected security class
2,116,392,421
100.00%
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