Infomedia Annual Report 2011

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FY2011 Annual Report · Infomedia

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Ltd

ABN 63 003 326 243

Annual Report 2011

Table of Contents

Results at a Glance

Chairman’s Letter

CFO Report

One World – One Infomedia

From our Customers

Microcat 21st Anniversary

Company Results

Directors

Directors’ Report

Auditor’s Independence Declaration

Statement of Comprehensive Income

Balance Sheet

Cash Flow Statement

Statement of Changes in Equity

Notes to the Financial Statements

Directors’ Declaration

Independent Audit Report

Corporate Governance

Additional Information

Corporate Directory

reproduced in whole or in part without the express written permission of Infomedia Ltd.

Results at a Glance

Year
Revenue* ($m)

NPAT ($m)

EBITDA ($m)

DPS (¢)

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

21.1

7.7

12.6

2.7

34.5

12.8

20.0

2.5

43.8

13.4

20.9

2.75

61.8

18.3

30.6

3.4

69.6

20.7

35.7

3.8

59.1

5.5

27.3

3.4

55.6

18.1

25.8

11.0

54.6

15.3

23.6

4.0

51.7

13.1

19.9

3.2

51.3

10.5

15.8

2.8

50.5

11.3

18.1

2.4

48.9

10.0

18.8

2.4

* Revenue includes currency hedging gains/losses

2 .

“Automakers desire to have
uniform information systems
and customer experiences... ”

Chairman’s Letter

“We said we would break through
our new product release logjam
and we have done that.”

Welcome to the FY2011 Annual Report to Shareholders.

We anticipate both product lines will become part of the ‘One

I can report that the Company has undergone much progres-

sive change in the past year. Management has changed, objec-

World’ approach that we see many automakers gravitating

their ﬁ xed operations management strategies to.

tives were refocused, ﬁ nancial performance was put under the

As you know, Infomedia is a company whose product sales are

spotlight, and productivity inside and outside of the Company

mostly denominated in US Dollars and Euros, and despite a

has been nurtured. When I wrote to you last year, it was with

currency hedging policy to help mitigate repatriation risk, the

the promise of returning the company to the core values and

Australian Dollar’s unprecedented appreciation against these

objectives upon which it was built: 1)product innovation that

increases our customers’ productivity, and 2)realising fair val-

ue for the contribution that our products make to our custom-

ers’ proﬁ tability. Thanks to a lot of hard work and commitment

currencies has outpaced our reasonable expectations. From
FY2010 to FY2011 alone, the AUD strengthened an average
13% against the USD and 14% against the EUR. For compa-
nies like ours, such large and rapid currency appreciations

from all our staff around the world, I am pleased to report that

cloud the underlying commercial story.

those objectives have positively moved forward this year.

For FY2011 our Company achieved Sales Revenue of $44.1M,
Net Proﬁ t After Tax of $10.0M, and Operating Cashﬂ ow of
$11.3M. For the 12th consecutive year, the Directors issued
dividends consistent with policy. The ﬁ nal fully franked
dividend for FY2011 was 1.2¢ which brought the total for the
year to 2.4¢ fully franked. The Company remained debt free
with $8.8M cash on the Balance Sheet at year end. These
compare respectively with FY2010 results of: Sales $45.3M,
NPAT of $11.3M , Cashﬂ ow of $10.2M, and annual dividend
of 2.4¢ unfranked.

On page 6, CFO, Jonathan Pollard provides an interpretive
narrative of our FY2011 ﬁ nancial results that conveys more
insight into the Company’s wellbeing than just the headline

numbers alone might suggest. I encourage you to read that.

One World

I said we would break through our development logjam and

we have done that – releasing new products throughout the

year. The transition from our traditional Microcat DVD

product to our newest electronic parts selling systems,

Microcat LIVE and Microcat V6, began last winter for Toyota
and Ford in the USA, then continued into the start of FY2012
with Land Rover, Hyundai, KIA, and other Ford and Toyota

regions around the world. These new systems are delivering

leading edge, dependable and affordable sales tools to our

dealership customers anywhere, anytime and in any language

they choose to access them.

Just as positive was the commencement of transitioning

Superservice Menus from DVD to being fully online. This is

bringing new convenience to our licensees and increased mar-

ket development and logistical beneﬁ ts to the Company. This

product line continues to show strong subscription growth

around the world. Subscriptions for our Microcat Partsbridge

and Microcat MARKET products continued to grow as we

‘One World’ is the way our major OE licensors are beginning to

saw automakers began to comprehend their practical value in

see their aftersales operations. One World is a mindset beyond

expanding sales for genuine Original Equipment (OE) parts.

‘international’ or ‘global’; beyond a patchwork of regions.

Our goal is to markedly contribute
to our customers’ success...

Chairman’s Letter

“Our vision for the decade ahead
is to see the depth of Infomedia’s
product lines expand ubiquitously
around the world.”

Those older paradigms are point-of-origin centric. They said,

Our vision for the decade ahead is to see the depth of Infomedia’s

‘we are here, and from here we will go out and sell our wares’.

product lines expand ubiquitously around the world. As we

One World is a shift in company identity and thinking.

move into our third decade of innovative software development,

It’s organic thinking. In a One World paradigm there is no

our methods modernise to keep current with changing times,

speciﬁ c ‘here’. It’s one company operating as a whole, in a

but our goal remains steadfast. That goal is to markedly con-

whole world.

In our ﬁ eld of endeavour, One World exhibits itself in the auto-

tribute to our customers’ success. In turn, the value received

for that contribution rewards our personnel who achieve that

outcome and our shareholders who risk their capital to make

makers’ desire to have uniform information systems, uniform

it all possible.

customer experiences, and ubiquitous access to operational

tools and metrics. One World vision doesn’t see local languages

It is the simple honesty of this vision and goal that underpins

or universal access to online applications as “nice-to-haves” or

our strategies and our actions, and gives me conﬁ dence in the

“ticks-in-a-box”, but rather as basic fundamentals for a supplier

long-term outlook for our Company.

to be a viable commercial participant in the world.

Infomedia has long been on-board with such thinking at the

product development level, but now is expressing the One

World paradigm at the enterprise level too. In the future,

Infomedia’s expertise and identity need not be headquarter

centric. Resources can be placed wherever in the world they

are best expressed to serve the Company, in order to support

our One World licensors and their afﬁ liates. Having the

foresight and ﬂ exibility to align our organisation’s world view

with that of our partners, creates new bonds and ﬁ elds of

engagement that can go beyond any previous model used in
our 21 years of application solution development. These are
exciting times.

For these reasons and for the overall performance results that

you will read about herein, I commend this Annual Report to

you, and look forward to seeing you at the Annual General

Meeting if you are able to attend in person.

Sincerely Yours,

Richard David Graham

Executive Chairman

4 September 2011

Subscriptions

CFO Report – Interpretive Narrative

“...operating cashflow
increased $1.1m to $11.3m.”

The Company’s headline achievements for the 2011

financial year (FY2011) were Sales Revenue of $44.1M

and Net Profit After Tax of $10.0M. This compares to

financial year 2010 (FY2010) where Sales Revenue was

$45.3M and Net Profit After Tax was $11.3M. Despite

the reductions in reported Sales and Profit numbers,
Operating Cashflow increased by $1.1M to $11.3M.

As the Executive Chairman reported, a ﬁ nal fully franked
dividend of 1.2 cents was paid to shareholders of record at
6 September 2011, bringing the total franked dividends for
the year to 2.4 cents. Together with the share buyback, this
represents a payout ratio of 76% of net proﬁ t. At 30 June
2011, the Company remained debt free, with $8.8M in cash
on the balance sheet.

Looking Behind the Numbers

Whilst looking at the headline Sales and Proﬁ t numbers, it’s

important to try and understand what’s behind those results.

In analysing the headline FY2011 Sales and Proﬁ t numbers
compared with FY2010, we can focus on three key drivers:
1) Performance in the currency that the sale takes place in;
2) The impact of foreign exchange rates; and
3) Capitalisation and Amortisation of our Research &
Development costs.

1) Operational Performance in Constant Currency

were in FY2010. This reduction was achieved through a com-
bination of lower HR costs and targeted operational savings.

It means, in constant currency terms, that operational per-
formance improved by $4.8M in FY2011 over FY2010, which
indicates strong control of the underlying business.

2) The Impact of Foreign Exchange Rates

As with many exporters, the Company has borne the impacts

of the escalating Australian dollar. Although the foreign

currency theme has been a constant in analysing our results

in recent times, the impact on the results reported in

Australian dollars has become increasingly pronounced.

Comparing the average rates in FY2005 to those in FY2011,
we see that the AUD has strengthened 31% against the USD
and 22% against the EUR. From FY2010 to FY2011 alone, the
AUD strengthened an average 13% against the USD and 14%
against the EUR.

The Company maintains a hedging program that has seen
positive hedging gains in both FY2010 and FY2011. However,
despite this, the foreign exchange impact of our overseas
revenues consumed 93% ($2.7m) of the constant currency
sales growth mentioned in point 1 above.

3) R&D Capitalised and Amortisation

The Company capitalises qualifying costs while a product is

being developed. In some cases a product could be in develop-

ment for a number of years and these costs build up. Once a

As primarily an exporter, the majority of the Company’s sales

product is released to the market for sale, the Company then

are made in US Dollars (USD) and Euros (EUR) with the

brings those costs back into the P&L in the form of amortisa-

remainder in Australian Dollars (AUD). Sales in the natural
currencies of USD, EUR and AUD all increased in FY2011.
The main driver of sales growth was Superservice Menus

which continues to be well received around the globe. If we

translated the sales into AUD at the same foreign currency
rates as those that occurred in FY2010 (i.e. viewing the re-
sults in constant currency terms year on year), it would show
an increase of AUD$2.9M in FY2011 sales revenue.

When we look at operational costs in the same way (constant
currency terms), they are $1.9M lower in FY2011 than they

tion over future periods. See note 2(k) to the accounts for

further information on these accounting policies.

With the release of the new online Microcat LIVE, we’ve com-

menced the amortisation of several years of development, which
explains the sharp increase in amortisation between FY2010
and FY2011. This charge is a non-cash accounting entry since it
ﬂ ows from costs that have been previously paid for and capital-

ised, but has the impact of lowering the reported proﬁ t. The net
impact of lower capitalisation and higher amortisation in FY2011
compared to FY2010 was a $3.4m reduction to pre tax proﬁ t.

CFO Report – Interpretive Narrative

“Comparing the average rates in FY05

to those in FY11, we see that the AUD

has strengthened 31% against the

USD and 22% against the EUR.”

Putting the Pieces Together

This ‘waterfall’ chart visually demonstrates how these factors

have impacted the results.

The chart starts on the left side with a bar representing the
NPAT reported for FY2010. Then we see how sales growth
and costs savings amount to $3.8M in their constant cur-
rency state. These improvements were dampened by a $2.7M

reduction due to the impact of foreign exchange rates on
overseas revenues and an increase in cost of $3.4M due to
the impact of capitalisation and amortisation as our new

products were released to market. The combined effect of
those factors was a net reduction in NPAT of AUD$1.3m
year on year.

The Year Ahead

Looking forward, the same dynamics are expected for FY2012.
The Company anticipates further sales and subscription

sales revenue to be between $43M and $45M, and net proﬁ t
after tax to be between $7.5 million and $8.5 million.

growth in their local currencies, while at the same time

expects a worsening impact of foreign exchange rates when

translating the overseas revenue into AUD. Equally signiﬁ cant

– despite the great news that the company is releasing more

products for commercialisation– is the amortisation of those

products charged to the P&L. Accordingly, the Company has
provided guidance that it anticipates its 2012 ﬁ nancial year

Jonathan Pollard

Chief Financial Ofﬁ cer

One Infomedia serving One World

Karen Blunden (KB) joined the Company in November

2010 as the CEO of Infomedia’s North American sub-

sidiary and the Global Director of Business Development

and Sales, bringing with her extensive experience in

mental competitive differentiator for us for as long as I can

remember. Twenty-one years ago when HP and Bell & Howell

were selling computer ‘iron’ to parts departments, Microcat

was selling software-assisted decision making, user ergonom-

leading automotive information technology solutions.

ics, and DMS connectivity. Putting ourselves in the users’

shoes has always been a core strength of our product design.

Our online solutions have their roots as far back as 1998
when Richard demonstrated our ﬁ rst global prototype to Ford
in Detroit.

Andrew Pattinson (AP), Director of Operations and

Development, joined the Company in 1988. Andrew has

been at the forefront of leadership in the Company
including being on the Board of Directors from

2001 to 2004, and serving as Managing Director of

Infomedia’s European subsidiary from 2004 to 2009.

Karen and Andrew are respected leaders within the

company and within the industry. They are leading the

modernisation of the company’s strategies, structures,

and priorities. These will facilitate the economic and

intellectual sustainability needed to continue our

innovation lead and to achieve our goal of product

ubiquity this decade. Here they share some perspec-

tives and insights for our shareholders benefit.

(KB) What a great time to join the company. It is truly an

evolutionary time in our marketplace. Infomedia has long

been known as a world leader for innovative productivity tools

for dealership Fixed Operations activities. Now as the Internet

becomes an essential ﬁ xture in dealerships around the world,

Infomedia’s product line vision and development strengths

stand out all the more. As we’ve commenced releasing our

newest generation of fully online products this past year, that

competency is being conﬁ rmed to a new generation of users.

I believe vehicle dealerships are amongst the most com-

petitive businesses there are. They have to uphold the high

standards of their brand, while having to compete both with

independent operators and the limitations of their custom-

ers’ wallet. Our original DVD-based products did a lot to

reduce their cost of sales through personnel productivity and

increased job accuracy – what was called ‘ﬁ x it right the ﬁ rst

time’. I ﬁ rmly believe that our new Internet products will go

beyond just improving productivity to another level – they are

now increasing the sales of parts and service directly.

(AP) This objective of increasing dealership productivity has

been at the core of our product design agenda and a funda-

One Infomedia serving One World

“Sales had net organic

growth of $2.9M or 5% in

constant currency terms”

It’s taken over a decade to get all the various interests to align,

are more advanced in that direction than any other provider.

but now the Internet is fully accepted for Fixed Operation tools

The company provides its products and customer support in

and we are leading that charge. In the past twelve months

more languages and in more countries than any independent

we’ve released modern online re-inventions of Microcat (Mi-

competitor. Now we are pushing that service envelope even

crocat LIVE, MARKET & Partsbridge) and Superservice Menus.

further with the introduction this year of our See & Learn

These new products are designed to go beyond user productiv-

online local language training, which accompanies the release

ity, to create greater business ﬂ exibility and software-assisted

sales completion. Our products provide customers with the

beneﬁ t of real time information where they need it, when they

need it. We understand dealers and technology, and this clearly

shows in our approach to this new generation of opportunities.

(KB) This understanding showed itself this past year, as some

licensors wondered how effective an online environment would

be for all their dealers around the world. The concern was

that metropolitan dealers might have a great user experience,

but what about rural or developing world dealers? Out of that

body of concern, our business and technology leaders met and

resolved that we were capable of making a bold promise. That

of LIVE and SSM. Here again, we are reafﬁ rming Infomedia’s

proven track record of product innovation and value add.

(AP) To get to that goal of ubiquity, we are advancing on a

signiﬁ cant framework of applications and interoperability that

we call Microcat.Network. Going forward, as we design, build

and reﬁ ne our product lines, it’s this principle of interoper-

ability that will unleash much productivity potential. We like

to think of it as a set of gears – one gear by itself just spins,

but engage two or more gears together and you create the

power to lift a massive weight. This is the vision we’ll project

onto our future product line developments.

(KB) The global economic circumstances of recent years have

commercial promise is that all clients, regardless of location,

placed added focus on dealership Fixed Operations. This

will have a common user experience. A user in Algiers, inland

is the area that our products serve. Systems like ours that

China or outback Australia will have a good user experience

just as those in metropolitan hubs do. This undertaking lifts

the competitive bar to a new level for all online service providers.

(AP) That promise is also backed up by our infrastructure

budget, our application architecture, and our redesigned

internal processes. The OEs really do want a ‘one world’

experience for their dealers and vehicle owners. To powerfully

achieve that, we are looking beyond to our organisational

paradigm of being a ‘global exporter’, to a much richer

one world paradigm. Analysis has begun to consider what

organisational changes we can make that could result in the

Company being better and stronger where it counts centrally,

regionally and locally. We’re asking, would a different expres-

sion of our resources and functions better serve the Company

to support our partners’ goals for a uniform high quality

customer experience everywhere.

(KB) Getting that right is part of our goal to achieve global

product ubiquity in this decade. Richard inferred in his open-

help to sell parts and service productively and efﬁ ciently are
needed. The work we achieved in FY2011 in strengthening
our Internet suite of products, our backend processes, and

our management teams, means we are conﬁ dent we have

the strength to deliver business growth in the years ahead.

The Microcat.Network framework demonstrates not only our

competitive leadership but also our willingness to cooperate

with others to facilitate bigger and more effective aftersales

solutions.

In constant currency terms, our CFO has reported that FY2011
sales had a net organic growth of $2.9M or 5%. We are project-
ing that FY2012 will show constant currency sales growth too.
It will also be an intense and focused year for our commercial
and technical teams. FY2012 will see expansion within all of the
regions we operate. However I expect our new online products,

developed within the Microcat.Network framework, and our One

World/One Infomedia paradigm will generate notable growth in

percentage terms in China, Russia, Africa and the Middle East.

ing letter that while we serve one world with common solu-

How does that saying go: ‘May we live in interesting times.’

tions, to the users it should feel like we are local. I believe we

I repeat, it is a great time to join the company.

10.

No Discs. No Dongles. No Delays.

It works for you.

From our Customers

11.

“I can honestly say we have
enjoyed the transition to
Microcat LIVE”

Ross Zuerner – Westside Lexus

Ross Zuerner, Parts Manager

Nick Lee, Parts Manager

Westside Lexus, Houston, United States

Yeovil Land Rover, Somerset, United Kingdom

Westside Lexus, in Houston Texas, takes pride in being

progressive and staying ahead of the curve. This attitude has

proven successful, since Westside Lexus is in the top 10 of

Lexus dealers in the United States and has been awarded Elite
of Lexus 18 years in a row. For the past twenty-two years we
have maintained this outlook, and Infomedia, through their

technology, has helped maintain our competitive edge.

In 1999, Lexus was discontinuing the paper catalogues and
were requiring one of two options for electronic parts cata-

loguing. There was a lot to consider, but the choice was clear

to see; Microcat focused on the future which offered

more opportunity for us. The advanced features and continuous

support from Dan Stedem and his team cemented that

we were Microcat users, and never interested in looking at

I’ve been working in the genuine parts business for over 25
years and have been at the Land Rover dealership these past

eleven. At Yeovil Land Rover we have four staff currently using

Microcat LIVE for parts interpreting and selling. Before that

we were all using the Microcat disc. As a Microcat customer
since 2001 we were asked earlier this year to participate in
the Microcat LIVE for Land Rover ﬁ eld test, prior to its wider

introduction to Land Rover dealers around the world.

The EPC is a critical business system in a parts department.

As such we were interested to see how this new online product

would compare to the disc version. My ﬁ rst impression was

that Microcat LIVE is an excellent EPC. It is very easy to learn

to use and its information is up to date as you would expect

another supplier.

of an Internet EPC.

When Dan offered the opportunity to be the ﬁ rst pilot dealer

This new Microcat has some extra features we ﬁ nd useful.

for Microcat LIVE, we jumped at the opportunity.

It is continually updated without having to receive a monthly

Again, Microcat was looking toward the future. Any chance

disc, and features like registration and chassis search perform

to be on the cutting edge of technology and inﬂ uence its

even better than the disc version. The ‘Reduce Choices’ func-

functionality is something we wanted an opportunity to be

tion that uses smart ﬁ ltering to get down to the required Land

a part of. Microcat LIVE’s slogan, “It Works For You” is truly

Rover part is a godsend.

accurate, because they asked for our input. Participating in

the pilot gave my staff the chance to be the ﬁ rst to learn the

Microcat LIVE is very well supported by its Customer Service

new product.

I can honestly say that we have enjoyed the transition to

Microcat LIVE; with webinar training and See & Learn videos

my staff were prepared. Knowing that support, from a familiar

voice, is only a call away is comforting. As of today, our

team. In particular the back-up from our local representative

during the ﬁ eld trial, Simon Lacey, was just superb. We

expected he’d be on hand during the test, but his dedication

was really quite amazing and much appreciated by the team

at Yeovil Land Rover. It was a job well done.

department has completed our conversion of twelve licenses

Microcat LIVE really is an excellent product and since the trial

and is solely reliant on Microcat LIVE. The latest features,

such as the most current data and mobility to sell from any-

where, offer a clear competitive advantage for our dealership.

Infomedia maintains Microcat’s core values of no contracts,

no additional fees and superior customer service; while

continuing to move forward offering the latest in technology.

Here at Westside Lexus, we have used Microcat for twelve

years and will continue looking to the future with Infomedia.

period I have not been back to the disc. In my opinion it is a

much better EPC and we are happy to continue with it, no regrets.

12.

Accuracy. Certainty. Trust.

It sells for you.

From our Customers

13.

“From the second the disc was
loaded i knew that i had something
that could change the way we
work in the service industry.”

Murray Thomsen, Service Manager

Kevin Schofield, Service Manager

Sainsbury Automotive Group, Dubbo, Australia

Sunshine Automotive, Gold Coast, Australia

Sainsbury Automotive Group comprises Hyundai, KIA,

Subaru, Honda, Chrysler-Dodge-Jeep, Isuzu Ute and Chery

dealerships in the Central West of New South Wales. We

currently have over thirty staff operating at two locations in

Dubbo, NSW.

More than six years ago I received a computer CD from my

Dealer Principal labelled Superservice Menus, and was asked

to trial it. From the second the disc was loaded I knew that I

had something that could change the way we work in the ser-

vice industry. I have been on the front line of a dealership for

22 years now and have been a Service Manager for 16 of them.

Training a new Service Advisor has become less stressful to

myself and my customers. Superservice Menus, from a VIN

or licence number, provides us the correct information every

time to allow even the most inexperienced advisor to schedule

the correct time for the service or repair and quote the correct

price to the customer with full conﬁ dence.

I have watched Superservice Menus grow over the years

to provide us with the ability to load vehicles into our own

Dealer Management System. The time that this is saving us

is huge. Remember, every 0.1 of an hour is so important to

our service department. Pre loaded service stories, parts and

materials in the DMS are real time savers. We load the quote

at the time of booking and the repair order is loaded with

the correct service story, the parts department have a picking

slip (with no more confusion of what parts are required for

what service) and all the oils and shop materials are already

booked out.

I know our Infomedia representative, Alan Hilder, has a service

background himself. It’s good to know we are dealing with

someone that we trust to know the challenges and how this

product helps our business. I am sure that any brand or Service

Department manager that wants to be at the top and have the

best NPS, CSI, and QES scores they can achieve will jump on

board with Infomedia and Superservice Menus. Top Job.

Here at Sunshine Automotive on the Gold Coast we ﬁ nd
Superservice Menus is an excellent tool for our Ford and KIA
Service Departments.

Maintaining the number one position in this competitive and
growing marketplace means ensuring all our staff are using
the right tools. In our workshops we use the latest diagnostic
equipment. On our customer vehicles we use genuine parts
and lubricants. And in our service reception we use Superser-
vice Menus. We ﬁ nd it’s the right tool for providing reliable
and accurate service information to our customers.

When we started with Superservice Menus several years ago
we used the CD application. It was a fast and accurate way
to price service and repair work. Later we were introduced to
the DMS Datapak version as well, and have since installed it
in both our dealerships. The Datapak has provided us with
a single use system and we no longer need to duplicate the
quote from one system to another. We also have the advantage
that there are no user licence restrictions.

Today, the reception, workshop, and parts counter are beneﬁ ting
from the Superservice Menus information. There’s a great
beneﬁ t in the uniform delivery of service information within
the dealership. It means customers will always be quoted a
consistent price. Our customers know whenever they call
our dealerships for a price, it doesn’t matter who they speak to,
they will get the right price. And when they come back to collect
their car after service work, the price is what they were quoted.
Superservice Menus gives us that kind of accuracy upfront.

When a technician steps up to work on a car, the parts
required for the job are already on hand. They’re working
productive labour hours and not waiting for parts to be delivered.
It’s easy to see just how important having Superservice
Menus in the dealership is. That’s why I’ve no hesitation in
recommending it to others.

14.

Microcat 21st Anniversary

YY ar
Celebrating 21 Years
ngt

Microcat® celebrates 21 years as the EPC created for

parts people by parts people.

user ergonomics; operate in multiple languages and multiple

currencies; and use DVD-ROM for simpler distribution and

In 1987, a revolution began down-under changing the way
parts had been sold for a century. From an idea that a personal

computer could be programmed to select the correct parts,

while the dealership parts rep focused on selling more to

the customer, the most innovative EPC in the world was

conceived – Microcat.

In the years that followed, Microcat continued to set the

agenda for EPC features and functions. It introduced a string

of ﬁ rsts, including being the ﬁ rst EPC to: integrate VIN data

to uniquely identify a vehicle for interpretation; use a single

user interface regardless of OE franchise; directly transfer

installation; just to name a few.

In the 21 years since Microcat was released to its ﬁ rst user
in 1990, it has led the way in product innovation around the
world. It is published monthly in 31 languages, shipped to
over 180 countries and is used by more than 100,000 parts peo-
ple every day. Throughout this time, while competitors have

come and gone, Microcat has continued to be developed and
manufactured by one company – Infomedia. Those 21 years
of continuous technology know-how and customer service

under the same roof and same leadership pays dividends for

our customers and shareholders every day.

parts into a DMS for order entry; include interpretation for

Now its sibling Fixed Operations products carry on the same

local and regional parts; use colour and sound to improve

commitment to innovation, spearheaded way back then.

15.

Company Results

16.

Directors’ Overview

Directors

Myer Herszberg

Non-Executive Director

F
Frances Hernon

Non-Executive Director

Richard Graham

d G h

Executive Chairman

“The role of corporate governance is

“Shareholders are entitled to expect

to protect all shareholders equally,

regardless of the size of their shareholding.

As directors, we have a responsibility

to act on behalf of, and try to create

wealth for, all our shareholders. At

Infomedia we are fortunate to have a

long-standing team who have delivered

consistent returns whilst continually

seeking out new products and ideas to

grow the business. This team has all the

shareholders’ interests at heart and, I

would suggest, has the balance right.”

that the companies in which they invest
are managed effectively and honestly.
Corporate governance provides the
framework for ethical leadership,
sustainable business strategies and
reliable ﬁ nancial statements. It is about
assessing and mitigating risks such
that performance is optimised. It is
not a tick the box approach but rather
must strike the right balance between
vigilance and cost efﬁ ciency. Simply
put, good corporate governance equals

good business.”

Mr Herszberg has been a Director

since 1992 and was last re-elected to

the Board in 2010. His strengths are

in the areas of business development,

electronics and real-estate.

Ms Hernon has been a Director since
2000 and was last re-elected to the
Board in 2009. Her strengths are in
the areas of publishing, marketing
and technology.

“Corporate governance is a solemn trust-
eeship held on behalf of each and every
stakeholder of the Company. It’s about
ﬁ duciary trust and it’s about subject
matter competence. It’s about the Now,
and it’s about the Future. It’s about
Balance, and it’s about Edgy. Sharehold-
ers aren’t looking for seat-warmers or
box tickers. They want real people like
themselves looking after their interest
as they would do themselves. They
want Directors who know the difference
between governance and management;
because only by knowing the difference

can they get the best from each.”

Mr Graham has been a Director since
1988 and was last re-elected to the Board
in October 2008. His strengths are in
the areas of business development,
technology, innovation and organisation.

Directors’ Report

17.

Company Results

Interests in the shares and options of the Company and related bodies corporate

As at the date of this report, the interests of the Directors in the shares and options of the Company were:

Infomedia Ltd

Ordinary Shares fully paid

Options over Ordinary Shares

Wiser Equity Pty Limited

Yarragene Pty Limited

Wiser Centre Pty Limited

Richard Graham

Frances Hernon

101,464,342

23,421,589

1,000,000

926,559

5,000

Richard Graham is the sole Director and beneﬁ cial shareholder of Wiser Equity Pty Limited. Richard Graham is a Director of

Wiser Centre Pty Limited, trustee for the Wiser Centre Pty Ltd Superannuation Fund. Myer Herszberg is a Director and major

shareholder of Yarragene Pty Limited.

PRINCIPAL ACTIVITIES

Infomedia Ltd is a company limited by shares that is incorporated and domiciled in Australia.

The principal activities during the year of entities within the consolidated group were:

• developer and supplier of electronic parts catalogues and service quoting systems for the automotive industry globally; and

•

information management, analysis and creation for the domestic automotive and oil industries.

There have been no signiﬁ cant changes in the nature of those activities during the year.

EMPLOYEES

The company employed 212 (2010: 225) full time employees as at 30 June 2011.

DIVIDENDS

Final dividends recommended:

On ordinary shares – ﬁ nal – fully franked

Dividends paid in the year:

On ordinary shares – 2011 interim – fully franked

Final for the 2010 year:

On ordinary shares – as recommended in the 2010 report, unfranked

NET TANGIBLE ASSETS PER SECURITY

The Company’s net tangible assets per security are as follows:

Net tangible assets per share at 30 June 2011

Net tangible assets per share at 30 June 2010

Cents

$’000

1.2

3,639

3,641

Cents

2.2

1.7

18.

Directors’ Report

Company Results

REVIEW AND RESULTS OF OPERATIONS

The following table presents sales revenue and proﬁ t after tax. There were no non-recurring signiﬁ cant items during the 2010 or
2011 ﬁ nancial years:

Sales revenue

Foreign exchange movement on hedges closed out during the period

Proﬁ t after tax

CONSOLIDATED

2011

$’000
44,093

4,821

48,914

10,039

2010

$’000

45,339

5,181

50,520

11,336

The Company reports net proﬁ t after tax (NPAT) of $10,039,000 which is slightly above the upper range of $10,000,000
previously advised in its guidance.

Sales revenue was $44,093,000, against $45,339,000 for the ﬁ nancial year 2010. The reduction was caused by the impact of the
strong Australian dollar, which, despite underlying growth in sales, drove a net reduction in sales revenue of $1,246,000.

In constant currency terms, sales revenue rose by $2.9m and operating costs decreased $1.9m. However, the impact of foreign
currency translations and movements in some non-cash entries, namely lower research and development capitalisation and
higher depreciation and amortisation, combined to reduce proﬁ t by $1,297,000.

Revenue from Superservice Menus increased by $1.9m in constant currency and this product continues to drive growth for
the Company. The Company’s electronic parts catalogue (EPC) solutions also found new customers with its sophisticated

Auto Partsbridge operating in the United States. It also launched its new fully online EPC, Microcat LIVE, for Toyota and Ford

dealers in the USA and importing distributors around the world.

Despite the reduction in net proﬁ t, cash ﬂ ows from operations increased by $1,146,000 to $11,320,000.

During the reporting period, the Company maintained its share buyback program and repurchased 1,298,221 shares for
consideration totalling $332,810.

The Company is pleased to announce a fully franked ﬁ nal dividend payment of 1.2 cents. This, together with the fully franked
interim dividend of 1.2 cents and the share buyback, reﬂ ects a distribution of 76% of reported net proﬁ t for the full year.
This is consistent with the Company’s Dividend Policy. The record date to determine entitlements to the dividend distribution
is 6 September 2011 and the date on which the dividend is payable is 20 September 2011.

With regards to FY2012, the Company advises that, while it anticipates sales revenue growth on a constant currency basis,
it expects its results will continue to be affected by adverse foreign exchange rates and amortisation as its new products continue
to be released to market. Accordingly, the Company provides guidance that it anticipates its 2012 ﬁ nancial year sales revenue to
be between $43M and $45M, and net proﬁ t after tax to be between $7.5 million and $8.5 million.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There has been no signiﬁ cant change in the state of affairs of the Company since the last Directors’ Report.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

There has been no matter or circumstance that has arisen since the end of the ﬁ nancial year that has signiﬁ cantly affected the

operations of the Company, the results of those operations, or the state of affairs of the Company.

Directors’ Report

19.

Company Results

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

In the year ahead the Company expects to continue to release its Internet-based products. The company expects to continue

increasing Superservice Menus™ revenue.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Company is not subject to any particular or signiﬁ cant environmental regulation under a law of the Commonwealth of

Australia or of a State or Territory.

SHARE OPTIONS

Unissued shares

At the date of this report, there were 1,000,000 unissued ordinary shares under options. Refer to Note 19 of the ﬁ nancial
statements for further details of the options outstanding.

Shares issued as a result of the exercise of options

There were no shares issued as a result of the exercise of options during the year. Since the end of the ﬁ nancial year there have

been no options exercised.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During the year the Company paid a premium in relation to insuring Directors and other ofﬁ cers against liability incurred in their

capacity as a Director or ofﬁ cer of the Company. The insurance contract speciﬁ cally prohibits the disclosure of the nature of the

policy and amount of premium paid.

REMUNERATION REPORT – AUDITED

This remuneration report outlines the director and executive remuneration arrangements of the Company and the Group

in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report, key

management personnel (KMP) of the Group are deﬁ ned as those persons having authority and responsibility for planning,

directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director

(whether executive or otherwise) of the parent company.

Details of Key Management Personnel

(i) Directors

(ii) Executives

Richard Graham Executive Chairman*

Karen Blunden

Director of Global Business Development and Sales****

Gary Martin

Chief Executive Ofﬁ cer**

Nick Georges

Company Secretary and Legal Counsel

Frances Hernon Non-executive Director

Andrew Pattinson Director of Operations and Global Solutions

Myer Herszberg Non-executive Director

Jonathan Pollard Chief Financial Ofﬁ cer

Andrew Moffat

Non-executive Director***

Michael Roach

General Manager Asia Paciﬁ c

*Appointed Executive Chairman on 1 September 2010, prior to this Mr Graham was the Non-executive Chairman

**Resigned 31 August 2010

***Resigned 5 November 2010

****Appointed 21 November 2010

20.

Directors’ Report

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

Compensation Philosophy

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must

attract, motivate and retain highly skilled Directors and Executives. To this end, the Company embodies the following principles

in its compensation framework:

• Provide competitive rewards to attract high calibre executives;

• Link executive rewards to shareholder value; and

• Establish appropriate performance hurdles in relation to variable executive compensation.

Remuneration Decisions

Ms. Hernon, in her capacity as lead director for all matters that formally fell within the former Remuneration & Nomination

Committee of the Board of Directors, is responsible for recommending to the Board the Company’s remuneration and compensation

policy arrangements for all Key Management Personnel. Ms. Hernon, together with the non-executive members of the Board

assess the appropriateness of the nature and amount of these emoluments on a periodic basis by reference to relevant employment

market conditions with the overall objective of ensuring maximum stakeholder beneﬁ t from the retention of a high quality board

and executive team.

Compensation Structure

In accordance with best practice corporate governance recommendations, the structure of non-executive Director and senior

executive compensation is separate and distinct.

Non-executive Director Compensation

Objective

The Board seeks to set aggregate compensation at a level which provides the Company with the ability to attract and retain

Directors of appropriate calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive Directors shall be

determined from time to time by a general meeting. An amount not exceeding the amount determined is then available
between the Directors as appropriate (for the year ending 30 June 2011 non-executive Directors’ compensation totalled $309,341
(2010: $309,341). The latest determination was at the Annual General Meeting held on 30 October 2002 when shareholders
approved a maximum aggregate compensation of $450,000 per year.

The Board has historically considered the advice from external consultants as well as the fees paid to non-executive Directors of

comparable companies when undertaking a review process.

Senior Executive and Executive Director Compensation

Objective

The Company aims to reward executives with a level and mix of compensation commensurate with their position and

responsibilities within the Company so as to:

Directors’ Report

21.

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

• reward executives for Company and individual performance against targets set by reference to appropriate benchmarks;

• align the interests of executives with those of shareholders;

• link reward with the strategic goals and performance of the Company; and

• ensure total compensation is competitive by market standards.

Structure

In determining the level and make-up of executive compensation, the Remuneration Committee engages an external consultant

from time to time to provide independent advice in the form of a written report detailing market levels of compensation for

comparable executive roles.

Compensation consists of the following key elements:

• Fixed Compensation;

• Variable Compensation – Short Term Incentive (‘STI’); and

• Variable Compensation – Long Term Incentive (‘LTI’).

The actual proportion of ﬁ xed compensation and variable compensation (potential short term and long term incentives) is

established for Key Management Personnel (excluding the CEO and non-executive Directors) by the CEO in conjunction with the

lead director (Ms. Hernon) for all remuneration matters, and in the case of the CEO, by the Chairman of the Board in conjunction

with Ms. Hernon. Other executive salaries are determined by the CEO with reference to market conditions.

Fixed Compensation

Objective

The level of ﬁ xed compensation is set so as to provide a base level of compensation which is both appropriate to the position and

is competitive in the market. Fixed compensation is reviewed periodically by the CEO or Executive Chairman in conjunction with

Ms. Hernon for the Key Management Personnel (excluding the CEO and non-executive Directors), and in the case of the CEO, by

the Chairman of the Board in conjunction with Ms. Hernon. All other executive positions are reviewed periodically by the CEO or

Executive Chairman. As noted above, Ms. Hernon has access to external advice independent of management.

Structure

Executives are given the opportunity to receive their ﬁ xed (primary) compensation in a variety of forms including cash or other

designated employee expenditure such as motor vehicles. It is intended that the manner of payment chosen will be optimal for

the recipient without creating undue cost for the Company.

Variable Compensation – Short Term Incentive (STI)

Objective

The objective of short term compensation is to link the achievement of both individual performance and Company performance

with the compensation received by the executive.

22.

Directors’ Report

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

Structure

The structure of short term compensation is a cash bonus dependent upon a combination of individual performance objectives

and Company objectives being met. This reﬂ ects the Company wide practice of ‘Performance Planning & Review’ (PPR) procedures.

Individual performance objectives centre on key focus areas. Company objectives include achieving budgetary targets that are set

at the commencement of the ﬁ nancial year (adjusted where necessary for currency ﬂ uctuations).

These performance conditions were chosen, in the case of individual performance objectives, to promote and maintain the

individual’s focus on their own contribution to the Company’s strategic objectives through individual achievement in key

result areas (KRAs) which include, for example, ‘leadership’, ‘decision making’, ‘results’ and ‘risk management’. In the case of

Company objectives, budgetary performance conditions were chosen to promote and maintain a collaborative, Company wide

focus on the achievement of those targets.

In assessing whether an individual performance condition has been satisﬁ ed, pre-agreed key performance indicators (KPIs) are

used. In assessing whether Company objectives have been satisﬁ ed, Board level pre-determined budgetary targets are used.

These methods have been chosen to create clear and measurable performance targets.

Variable Compensation – Long Term Incentive (LTI)

Objective

The objective of the LTI plan is to reward executives in a manner which aligns this element of compensation with the creation of

shareholder wealth. As such LTI grants are made to executives who are able to inﬂ uence the generation of shareholder wealth and

thus have a direct impact on the Company’s performance against the relevant long term performance hurdle.

Structure

The structure of long term compensation is in the form of share options pursuant to the employee option and employee share
plans. Performance hurdles have been introduced for all share options issued after 31 December 2004 and are determined upon
grant of those share options. These hurdles typically relate to the Company’s share price reaching or exceeding a particular level.

These methods were chosen to create clear and measurable performance expectations.

Directors’ Report

23.

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

Key Management Personnel and the ﬁ ve highest remunerated speciﬁ ed executives for the year ended 30 June 2011 and 30 June 2010.

Short term

Post-
employment

Share based
payments

Long
service leave

Termination
payments

Total

Percentage
performance
related

2011 Financial Year:

Salary
and Fees

Bonus

Non
Monetary
Beneﬁ ts

Superannuation Options

Directors:

Richard Graham

Myer Herszberg

Frances Hernon

Gary Martin**

Andrew Moffat***

Executives:

115,000

56,300

56,250

50,000

20,553

Karen Blunden****

128,956

24,653

718

190,000

33,250

280,000

39,200

208,889

36,000

200,000

28,000

10,350

5,067

5,062

4,500

1,947

17,126

25,200

18,800

18,000

125,350

61,367

61,312

4,230

833

101,538

161,102

5,175

1,056

1,589

1,644

1,512

3,167

4,667

2,100

3,333

22,500

159,501

244,599

350,656

267,433

250,845

15%

14%

11%

13%

11%

Nick Georges

Andrew Pattinson

Jonathan Pollard

Michael Roach

2010 Financial Year:

Directors:

Richard Graham

Gary Martin

Myer Herszberg

Frances Hernon

Andrew Moffat

Executives:

Andrew Pattinson

Michael Bodner*

Michael Roach

Nick Georges

Jonathan Pollard

1,305,947

161,103

718

106,052

15,206

14,100

101,538

1,704,665

115,000

10,350

125,350

27,000

14,976

5,000

300,000

60,000

56,300

56,250

280,000

36,800

240,038

13,840

200,000

32,000

190,000

29,975

180,000

21,600

5,067

5,062

25,200

18,000

17,100

16,200

3,629

8,770

3,486

3,744

5,442

4,667

406,976

15%

61,367

61,312

350,296

10%

130,930

393,578

3,333

3,167

1,800

256,819

243,986

225,042

12%

10%

1,673,838

180,375

13,840

129,041

40,047

17,967

130,930

2,186,038

*Resigned 31 May 2010

**Resigned 31 August 2010

***Resigned 05 November 2010

****Appointed 21 November 2010

24.

Directors’ Report

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

Contract for Services

The table and notes below summarise current executive employment contracts with the Company as at the date of this report:

Nick Georges

Jonathan Pollard

Michael Roach

Commencement date
per latest contract

1 January 2008

1 October 2008

1 January 2009

Andrew Pattinson

1 February 2009

Karen Blunden

21 November 2010

Duration

Notice Period – Company

Notice Period – Executive

3 years

1 month

3 months

1 month

3 months

Shares issued on exercise of compensation options (Consolidated)

No options were exercised during the year.

Compensation options: Granted during the year 30 June 2011

Terms and Conditions for each Grant

Executives

Options Issued No.

Grant date

Fair value per option
at grant date ($)

Exercise price
per option ($)

Expiry date

Karen Blunden

250,000

21/11/2010

0.058

0.245

20/12/2013

Compensation options: Vested during the year 30 June 2011

Terms and Conditions for each Grant

Vested

Executives

Options Issued
Number

Jonathan Pollard

Michael Roach

Andrew Pattinson

Karen Blunden

Total

250,000

1,000,000

Grant date

1/10/2008

1/1/2009

1/2/2009

21/11/10

Fair value per option
at grant date ($)

Exercise price per
option ($)

0.061

0.032

0.031

0.058

0.37

0.29

0.245

Expiry date

No.

31/10/2011

166,667

66.6%

5/1/2012

166,667

66.6%

5/2/2012

166,667

66.6%

20/12/13

0.0%

500,001

50.0%

Directors’ Report

25.

Company Results

REMUNERATION REPORT (CONTINUED) – AUDITED

Compensation options: Granted and vested during the year 30 June 2010

Terms and Conditions for each Grant

Vested

Options Issued
Number

Grant date

Fair value per option
at grant date ($)

Exercise price per
option ($)

Expiry date

No.

Directors
Gary Martin

Executives
Nick Georges

Jonathan Pollard

Michael Roach

Andrew Pattinson

Total

1,000,000

1/1/2008

250,000

2,000,000

1/1/2008

1/10/2008

1/01/2009

1/02/2009

DIRECTORS’ MEETINGS

0.078

0.061

0.032

0.031

0.53

0.37

0.29

5/2/2011

666,666

66.6%

5/2/2011

166,666

66.6%

31/10/2011

5/01/2012

5/02/2012

83,333

33.3%

1,083,331

54.2%

The number of meetings of Directors (including meetings of committees of Directors) held during the year and the numbers of

meetings attended by each Director were as follows:

Committee Meetings

Directors’ Meetings
9

Audit, Risk & Governance
3

*Resigned 31 August 2010
**Resigned 5 November 2010

Number of meetings held:

Number of meetings attended:

Richard Graham

Gary Martin*

Myer Herszberg

Frances Hernon

Andrew Moffat**

ROUNDING

The amounts contained in this report and in the ﬁ nancial report have been rounded to the nearest $1,000 (where rounding is
applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the
Class Order applies.

AUDITOR INDEPENDENCE

The Directors received an auditor’s independence declaration from the auditor of the Company (refer page 26).

Signed in accordance with a resolution of the Directors.

Richard David Graham

Chairman
Sydney, 23 August 2011

Auditor’s Independence Declaration to the Directors of Infomedia Ltd

In relation to our audit of the financial report of Infomedia Ltd for the financial year ended 30 June 2011,
to the best of my knowledge and belief, there have been no contraventions of the auditor independence
requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Ernst & Young

J K Haydon
Partner
23 August 2011

Liability limited by a scheme approved
under Professional Standards Legislation

Statement of Comprehensive Income

27.

Company Results

YEAR ENDED 30 June 2011

Notes

CONSOLIDATED

Sales revenue

Foreign exchange movement on hedges closed out during the period

Cost of sales

Gross Proﬁ t

Finance revenue

Employee beneﬁ ts expense

Depreciation and amortisation

Finance costs

Operating lease rental

Other income/(expenses)

Proﬁ t before income tax

Income tax expense

Proﬁ t after income tax

Other comprehensive income

Foreign currency translation differences for foreign operations

Effective cashﬂ ow hedges movement recognised in equity

Other comprehensive income/(expense) for the period, net of tax

Total comprehensive income for the period

Basic earnings per share (cents per share)

Diluted earnings per share (cents per share)

Dividends per share – ordinary (cents per share)

2011

$’000

44,093

4,821

48,914

(19,769)

29,145

184

(8,944)

(5,616)

(1,246)

(167)

13,356

(3,317)

10,039

141

(656)

(515)

9,524

3.31

2.40

3(i)

3(ii)

3(iii)

2010

$’000

45,339

5,181

50,520

(21,904)

28,616

103

(10,705)

(3,745)

(36)

(1,167)

1,431

14,497

(3,161)

11,336

(290)

(857)

(1,147)

10,189

3.66

2.40

28.

Balance Sheet

Company Results

AT 30 June 2011

Notes

CONSOLIDATED

CURRENT ASSETS

Cash and cash equivalents

Trade and other receivables

Inventories

Prepayments

Derivatives

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

Prepayments

Intangible assets and goodwill

TOTAL NON-CURRENT ASSETS

TOTAL ASSETS

CURRENT LIABILITIES

Trade and other payables

Provisions

Income tax payable

Deferred revenue

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Provisions

Deferred tax liabilities

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

NET ASSETS

EQUITY

Contributed equity

Reserves

Retained proﬁ ts

TOTAL EQUITY

17(b)
7

2011

$’000

8,820

4,044

2,517

2,091

2010

$’000

5,789

4,160

2,507

3,028

17,520

15,540

1,408

28,875

30,283

47,803

2,667

1,770

1,525

356

6,318

395

5,425

5,820

12,138

35,665

10,798

2,661

22,206

35,665

1,305

751

28,696

30,752

46,292

3,738

2,000

626

481

6,845

306

5,400

5,706

12,551

33,741

11,131

3,161

19,449

33,741

Cash Flow Statement

29.

Company Results

YEAR ENDED 30 June 2011

Notes

CONSOLIDATED

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers

Payments to suppliers and employees

Interest received

Income tax paid

NET CASH FLOWS FROM OPERATING ACTIVITIES

17 (a)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment

NET CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Share buy back payment

Dividends paid on ordinary shares

NET CASH FLOWS USED IN FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH HELD

Add opening cash brought forward

CLOSING CASH CARRIED FORWARD

17 (b)

2011

$’000

49,459

(36,171)

184

(2,152)

11,320

(674)

(333)

(7,282)

(7,615)

3,031

5,789

8,820

2010

$’000

51,294

(40,348)

103

(875)

10,174

(395)

(1,732)

(10,263)

(11,995)

(2,216)

8,005

5,789

30.

Statement of Changes in Equity

Company Results

YEAR ENDED 30 June 2011

CONSOLIDATED

Contributed
equity

Retained
earnings

Employee
equity beneﬁ ts
reserve

Cashﬂ ow
hedge reserve

Foreign currency

translation

reserve

$’000

11,131

(333)

10,798

$’000

19,449

10,039

(7,282)

22,206

$’000

1,195

$’000

2,119

(656)

$’000

(153)

141

1,210

1,463

(12)

Total

$’000

33,741

10,039

(515)

9,524

(333)

(7,282)

35,665

Contributed
equity

Retained
earnings

CONSOLIDATED

Employee
equity beneﬁ ts
reserve

Cashﬂ ow
hedge reserve

$’000

12,863

(1,732)

$’000

18,376

11,336

(10,263)

$’000

1,152

$’000

2,976

(857)

Foreign currency

translation

Total

reserve

$’000

137

(290)

$’000

35,504

11,336

(1,147)

10,189

(1,732)

(10,263)

11,131

19,449

1,195

2,119

(153)

33,741

At 1 July 2010

Proﬁ t for the period

Other comprehensive income

Total comprehensive income for the year

Share based payments

Share buy back

Equity dividends

At 30 June 2011

YEAR ENDED 30 June 2010

At 1 July 2009

Proﬁ t for the period

Other comprehensive income

Total comprehensive income for the year

Share based payments

Share buy back

Equity dividends

At 30 June 2010

Notes to the Financial Statements

31.

Company Results

30 June 2011

1. CORPORATE INFORMATION

The ﬁ nancial report of Infomedia Ltd for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of
the Directors on 23 August 2011.

Infomedia Ltd is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the

Australian stock exchange. The nature of the operations and principal activities of the Company are described in the Directors’ Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The ﬁ nancial report is a general-purpose ﬁ nancial report, which has been prepared in accordance with the requirements of the
Corporations Act 2001 and Australian Accounting Standards. The ﬁ nancial report has also been prepared on a historical cost
basis, except for derivative ﬁ nancial instruments that have been measured at fair value.

(b) Statement of compliance

This ﬁ nancial report complied with Australian Accounting Standards as issued by the Australian Accounting Standards Board.

This ﬁ nancial report also complied with the International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board.

New/revised standards and interpretations applicable for the year commencing 1 July 2010 have been reviewed and it has
been determined that those new/revised standards and interpretations do not have a material effect on the measurement and

recording of items in the balance sheet and statement of comprehensive income.

Certain Australian Accounting Standards and interpretations have recently been issued or amended but are not yet effective and

have not been adopted by Infomedia Ltd for the current reporting period. The Directors have not yet assessed the impact of these

new or amended standards (to the extent relevant to Infomedia Ltd) and interpretations.

The consolidated ﬁ nancial statements comprise the ﬁ nancial statements of Infomedia Ltd and its subsidiaries (‘the Company’).

The ﬁ nancial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent

accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany

balances and transactions, including unrealised proﬁ ts arising from intra-group transactions, have been eliminated in full.

Unrealised losses are eliminated unless costs cannot be recovered. Subsidiaries are consolidated from the date on which control

is transferred to the Company and cease to be consolidated from the date on which control is transferred out of the Company.

Where there is loss of control of a subsidiary, the consolidated ﬁ nancial statements include the results for the part of the reporting

period during which Infomedia Ltd has control.

(d) Signiﬁ cant accounting judgments, estimates and assumptions

Signiﬁ cant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events.

The key estimates and assumptions that have a signiﬁ cant risk of causing a material adjustment to the carrying amounts of

certain assets and liabilities within the next annual reporting period are:

32.

Notes to the Financial Statements

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

•

Impairment of goodwill

The Company determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the recoverable

amount of the cash generating units to which the goodwill and intangibles with indeﬁ nite useful lives are allocated. The assumptions

used in this estimation of recoverable amount and the carrying amount of goodwill and intangibles with indeﬁ nite useful lives are
discussed in Note 11.

•

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments

at the date at which they are granted. The fair value is determined by an external valuer using a binomial model, using the
assumptions detailed in Note 19.

•

Research & Development

Development costs are only capitalised by the Group when it is assessed that the technical feasibility of completing the intangible
asset is valid so that the asset will be available for use or sale. Refer to note 2(k) for further discussion.

(e) Foreign currency translation

Translation of foreign currency transactions

Transactions in foreign currencies of the Company are converted to local currency at the rate of exchange ruling at the date of the

transaction.

Amounts payable to and by the Company that are outstanding at the balance date and are denominated in foreign currencies

have been converted to local currency using rates of exchange ruling at the end of the reporting period.

All currency exchange differences in the consolidated ﬁ nancial report are taken to the income statement.

Translation of ﬁ nancial reports of overseas operations

Both the functional and presentation currency of Infomedia Ltd and its Australian subsidiaries is Australian dollars (A$).

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as

at the date of the initial transaction.

The functional currency of the overseas subsidiaries is as follows:

IFM Europe Ltd

Euros

IFM Germany GmbH

Euros

IFM North America Inc United States Dollars (USD)

As at the reporting date the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of

Infomedia Ltd at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted

average exchange rates for the period.

Notes to the Financial Statements

33.

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The exchange differences arising on the retranslation are taken directly to a separate component of equity.

(f ) Cash and cash equivalents

Cash on hand and in banks and short-term deposits are stated at nominal values.

For the purposes of the Cash Flow Statement, cash includes cash on hand and in banks, and money market investments readily

convertible to cash within three months, net of outstanding bank overdrafts.

(g) Trade and other receivables

Trade receivables, which generally have 30 – 60 day terms, are recognised and carried at original invoice amount less an allowance
for any uncollectable amounts.

An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the debts.

Bad debts are written off when identiﬁ ed.

(h) Investments and other ﬁ nancial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classiﬁ ed as either ﬁ nancial
assets at fair value through proﬁ t or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments,

as appropriate. For the Company the relevant categories are listed below:

Loans and receivables

Loans and receivables are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments that are not quoted in an active

market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in proﬁ t

or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

Investments in Subsidiaries

Investments in subsidiaries are recorded at cost.

(i)

Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

•

Raw materials – purchase cost on a ﬁ rst-in-ﬁ rst-out basis

(j) Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combina-

tion over the Company’s interest in the net fair value of the acquiree’s identiﬁ able assets, liabilities and contingent liabilities.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying

value may be impaired.

34.

Notes to the Financial Statements

Company Results

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to

each of the Company’s cash-generating units, or groups of cash generating units, that are expected to beneﬁ t from the synergies

of the combination, irrespective of whether other assets or liabilities of the Company are assigned to those units or groups of units.

Each unit or group of units to which the goodwill is so allocated:

•

represents the lowest level within the Company at which the goodwill is monitored for internal management purposes; and

•

is not larger than a segment based on either the Company’s primary or the Company’s secondary reporting format determined
in accordance with AASB 114 Segment Reporting.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units),

to which the goodwill relates. When the recoverable amount of the cash-generating unit (group of cash-generating units) is

less than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating unit (group of

cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of

is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill

disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash

generating unit retained.

Impairment losses recognised for goodwill are not subsequently reversed.

(k) Intangible assets

Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset

acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets

are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible

assets, excluding capitalised development costs, are not capitalised and expenditure is charged against proﬁ ts in the year in

which the expenditure is incurred.

Research costs are expensed as incurred. Development costs are capitalised and an intangible asset for development expenditure

on an internal project is recognised only when the Company can demonstrate the technical feasibility of completing the

intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the

asset will generate future economic beneﬁ ts, the availability of resources to complete the development and the ability to measure

reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the

development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation

and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected beneﬁ ts from the

related project commencing from the commercial release of the project.

The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the asset

is not yet available for use or more frequently when an indication of impairment arises during the reporting period.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal

proceeds and the carrying amount of the asset and are recognised in proﬁ t or loss when the asset is derecognised.

The useful lives of intangible assets are assessed to be either ﬁ nite or indeﬁ nite. Intangible assets with ﬁ nite lives are amortised

over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.

The amortisation period and the amortisation method for an intangible asset with a ﬁ nite useful life is reviewed at least at each

Notes to the Financial Statements

35.

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k) Intangible assets (continued)

ﬁ nancial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic beneﬁ ts

embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, which is a change in

accounting estimate. The amortisation expense on intangible assets with ﬁ nite lives is recognised in proﬁ t or loss in the expense

category consistent with the function of the intangible asset.

Intangible assets with indeﬁ nite useful lives are tested for impairment annually either individually or at the cash-generating unit

level. Such intangibles are not amortised. The useful life of an intangible asset with an indeﬁ nite life is reviewed each reporting

period to determine whether indeﬁ nite life assessment continues to be supportable. If not, the change in the useful life assessment

from indeﬁ nite to ﬁ nite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis.

(l) Impairment of assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication

exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable

amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for

an individual asset, unless the asset does not generate cash inﬂ ows that are largely independent of those from other assets or groups

of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment

as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its

recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash ﬂ ows are discounted to their present value using a pre-tax discount rate that

reﬂ ects current market assessments of the time value of money and the risks speciﬁ c to the asset. Impairment losses relating to

continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the

asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment

losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously

recognised impairment loss is reversed (with the exception of goodwill) only if there has been a change in the estimates used to

determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount

of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have

been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is

recognised in proﬁ t or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation

increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying

amount, less any residual value, on a systematic basis over its remaining useful life.

(m) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.

Land and buildings are measured at cost less accumulated depreciation on buildings and less any impairment losses recognised.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:

36.

Notes to the Financial Statements

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Major depreciation periods are:

Leasehold improvements:
Other plant and equipment:

2011
5 to 20 years
3 to 15 years

2010
5 to 20 years
3 to 15 years

The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each ﬁ nancial year end.

(i) Derecognition and disposal

An item of property, plant and equipment is derecognised upon disposal or when no further future economic beneﬁ ts are

expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the

carrying amount of the asset) is included in proﬁ t or loss in the year the asset is derecognised.

(n) Leases

Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

Lease incentives are recognised in the income statement as an integral part of the total lease expense.

(o) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the

Company prior to the end of the ﬁ nancial year that are unpaid and arise when the Company becomes obliged to make future

payments in respect of the purchase of these goods and services.

(p) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it

is probable that an outﬂ ow of resources embodying economic beneﬁ ts will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation.

Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the

reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating

to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash ﬂ ows at a pre-tax

rate that reﬂ ects current market assessments of the time value of money and, where appropriate, the risks speciﬁ c to the liability.

Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(q) Deferred revenue

Certain contracts allow annual subscriptions to be invoiced in advance. The components of revenue relating to the subscription

period beyond balance date are recorded as a liability.

(r) Contributed equity

Ordinary shares are classiﬁ ed 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.

Notes to the Financial Statements

37.

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(s) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic beneﬁ ts will ﬂ ow to the entity and the revenue can be

reliably measured. The following speciﬁ c recognition criteria must also be met before revenue is recognised:

Subscriptions

Subscription revenue is recognised when the copyright article has passed to the buyer with related support revenue being

recognised over the service period. Where the copyright article and related support revenue are inseparable then the revenue

is recognised over the service period.

Interest

Control of a right to receive consideration for the provision of, or investment in, assets has been attained.

(t) Cost of sales

Cost of sales includes the direct cost of raw materials, direct salary and wages, and agency costs associated with the manufacture

and distribution of the product.

(u) Derivative ﬁ nancial instruments and hedging

Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Derivative

ﬁ nancial instruments are measured at fair value.

Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash ﬂ ow hedges, are

taken directly to proﬁ t or loss for the year.

The fair value of forward currency contracts are calculated by reference to current forward exchange rates for contacts with similar

maturity proﬁ les.

For the purpose of hedge accounting, hedges are classiﬁ ed as cash ﬂ ow hedges when they hedge the exposure to variability in

cash ﬂ ows that is attributable either to a particular risk associated with a recognised asset or liability or to a forecast transaction.

Infomedia Limited currently has cash ﬂ ow hedges attributable to future foreign currency sales.

Cash ﬂ ow hedges

Cash ﬂ ow hedges are hedges of the Group’s exposure to variability in cash ﬂ ows that is attributable to a particular risk associated

with anticipated future sales that could affect proﬁ t or loss. The effective portion of the gain or loss on the hedging instrument is

recognised directly in equity, while the ineffective portion is recognised in proﬁ t or loss.

Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction when the

forecast transaction occurs.

The Group tests each of the designated cash ﬂ ow hedges for effectiveness on a monthly basis both retrospectively and prospectively

using the “matched terms” principle.

At each balance date, hedge effectiveness is measured in the ﬁ rst instance by determining whether there have been any changes

to these “matched terms”. When there have been no changes to these “matched terms”, the hedge is considered to be highly

effective. Where there has been a change to these terms, effectiveness is measured using the hypothetical derivative method.

38.

Notes to the Financial Statements

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The parent entity (Infomedia Ltd) sells software to its wholly owned subsidiaries (i.e. IFM North America Inc and IFM Europe Ltd).

Sales to IFM North America Inc are denominated in USD. Sales to IFM Europe Ltd are denominated in Euros. Sales to these

wholly owned subsidiaries (‘distributors’) are immediately on-sold to customers in the same currency. There is no inventory held

by the subsidiaries with the exception of fulﬁ lling new ﬁ rst time through orders. First time through orders will not be hedged.

The Group hedges foreign exchange exposure on intra-group sales as this exposure affects consolidated proﬁ t when the sale is

made to the external customer.

(v) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or

paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively

enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and

liabilities and their carrying amounts for ﬁ nancial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction

that is not a business combination and that, at the time of the transaction, affects neither the accounting proﬁ t nor taxable

proﬁ t or loss; or

• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint

ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and

unused tax losses, to the extent that it is probable that taxable proﬁ t will be available against which the deductible temporary

differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an

asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the

accounting proﬁ t nor taxable proﬁ t or loss; or

• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint

ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference

will reverse in the foreseeable future and taxable proﬁ t will be available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or

the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in proﬁ t or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against

current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

The tax consolidated current tax liability and other deferred tax assets are required to be allocated to the members of the tax

Notes to the Financial Statements

39.

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(v) Income tax (continued)

consolidated group in accordance with UIG 1052. The group uses a group allocation method for this purpose where the allocated
current tax payable, deferred tax assets and other tax credits for each member of the tax consolidated group is determined as if

the company is a stand-alone taxpayer but modiﬁ ed as necessary to recognise membership of a tax consolidated group. Recognition

of amounts allocated to members of the tax consolidated group has regard to the tax consolidated groups future tax proﬁ ts.

(w) Other taxes

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (“GST”) except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the

GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

•

receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the

balance sheet.

Cash ﬂ ows are included in the Cash Flow Statement on a gross basis and the GST component of cash ﬂ ows arising from investing

and ﬁ nancing activities, which is recoverable from, or payable to, the taxation authority are classiﬁ ed as operating cash ﬂ ows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(x) Employee leave beneﬁ ts

(i) Wages, salaries and annual leave

Liabilities for wages and salaries, including non-monetary beneﬁ ts, and annual leave expected to be settled within 12 months of
the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured

at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised

when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee beneﬁ ts and measured as the present value of

expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration

is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future

payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and

currencies that match, as closely as possible, the estimated future cashﬂ ows.

(iii) Post employment and termination beneﬁ ts

A Superannuation expense at 9% of salaries is recognised on a straight line basis. Termination beneﬁ ts are recognised at the
point of being incurred where relevant.

(y) Share-based payment transactions

The Company provides beneﬁ ts to employees in the form of share-based payment transactions, whereby employees render

services in exchange for shares or options over shares (‘equity-settled transactions’).

40.

Notes to the Financial Statements

Company Results

30 June 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(y) Share-based payment transactions (continued)

There are currently two plans in place to provide these beneﬁ ts:

(i) the Employee Share Plan (ESP), and

(ii) the Employee Option Plan (EOP).

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they

are granted. The fair value is determined by an external valuer using a binomial model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the

price of the shares of Infomedia Ltd (‘market conditions’).

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which

the performance conditions are fulﬁ lled, ending on the date on which the relevant employees become fully entitled to the option

(‘vesting date’).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reﬂ ects (i) the extent

to which the vesting period has expired and (ii) the number of options that, in the opinion of the Directors of the Company, will

ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the

likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair

value at grant date.

Where the terms of an equity-settled option are modiﬁ ed, as a minimum an expense is recognised as if the terms had not been

modiﬁ ed. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modiﬁ cation,

as measured at the date of modiﬁ cation.

Where an equity-settled option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not

yet recognised for the option is recognised immediately. However, if a new option is substituted for the cancelled option, and

designated as a replacement option on the date that it is granted, the cancelled and new option are treated as if they were a

modiﬁ cation of the original option, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reﬂ ected as additional share dilution in the computation of earnings per share.

(z) Earnings per share

Basic earnings per share is determined by dividing the proﬁ t attributed to members of the parent after related income tax

expense by the weighted average number of ordinary shares outstanding during the ﬁ nancial year.

Diluted earnings per share is calculated as net proﬁ t attributable to members, adjusted for:

•

cost of servicing equity (other than dividends);

the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as

expenses; and

• other non-discretionary changes in revenue or expenses during the period that would result from the dilution of potential

ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted

for any bonus element.

Notes to the Financial Statements

41.

Company Results

30 June 2011

Notes

CONSOLIDATED

3. EXPENSES

(i) Cost of sales

Direct wages

Other

Total cost of sales

(ii) Employee beneﬁ t expense

Salaries and wages (including on-costs)

Share based payment expense

Total employee beneﬁ t expense

(iii) Depreciation and amortisation

Depreciation of non-current assets:

- Leasehold improvements

- Ofﬁ ce equipment

- Furniture and ﬁ ttings

- Plant and equipment

Total depreciation of non-current assets

Amortisation of non-current assets

- Intellectual property

- Deferred development costs

Total amortisation of non-current assets

Total depreciation and amortisation

2011

$’000

12,307

7,462

19,769

8,934

8,944

368

112

550

147

4,919

5,066

5,616

2010

$’000

13,413

8,491

21,904

10,662

10,705

106

510

131

777

147

2,821

2,968

3,745

(iv) Research & development costs

Total research & development costs incurred during the period

Less: development costs deferred

Net research and development costs expensed

9,312

(5,245)

4,067

9,683

(6,688)

2,995

42.

Notes to the Financial Statements

Company Results

30 June 2011

4. INCOME TAX

The major components of income tax expense are:

Income statement

Current income tax

Current income tax charge

Adjustments in respect of current income tax of previous years.

Deferred income tax

Relating to origination and reversal of temporary differences

Income tax expense reported in the income statement

(b) Disclosure of tax effects relating to each component of other comprehensive income

Movement in cash ﬂ ow hedges

CONSOLIDATED

2011

$’000

2010

$’000

3,089

(78)

306

3,317

(281)
(281)

2,415

(488)

1,234

3,161

(367)

A reconciliation between tax expense and the product of accounting proﬁ t before income tax multiplied
by the Company’s applicable income tax rate is as follows:

Accounting proﬁ t before income tax

13,356

14,497

At the Company’s statutory income tax rate of 30% (2010: 30%)

Adjustments in respect of income tax of previous years

Additional research and development deduction

Expenditure not allowable for income tax purposes

Income tax expense reported in the income statement

Tax consolidation

4,007

(153)

(606)
69

3,317

4,349

(677)

(596)

3,161

Effective 1 July 2002, for the purposes of income taxation, Infomedia Ltd and its 100% owned Australian subsidiaries have
formed a tax consolidated group. Members of the group have entered into a tax sharing arrangement in order to allocate income

tax expense to the wholly-owned subsidiaries. In addition the agreement provides for the allocation of income tax liabilities between

the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote.

Members of the tax consolidated group have also entered into a tax funding agreement. The tax funding agreement provides for

the funding of allocated tax liabilities, tax losses and foreign tax credits for the current period based on the recognition criteria set

out in the accounting policy for income taxes. Allocations under the tax funding agreement are made after the ﬁ nalisation of the

group’s income tax return. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the

subsidiaries’ intercompany accounts with the tax consolidated group head company, Infomedia Ltd.

Notes to the Financial Statements

43.

Company Results

30 June 2011

4. INCOME TAX (CONTINUED)

Deferred income tax

Deferred income tax at 30 June relates to the following:

BALANCE SHEET

INCOME STATEMENT

2011
$’000

2010

$’000

2011
$’000

2010

$’000

CONSOLIDATED

Deferred tax liabilities

Derivatives

Deferred development costs

Intellectual property

Other

Gross deferred income tax liabilities

CONSOLIDATED

Deferred tax assets

Allowance for doubtful debts

Other payables

Employee entitlement provisions

Other provisions

Currency exchange

Gross deferred income tax assets

Deferred tax income/ (expense)

5. EARNINGS PER SHARE

(627)
(6,065)
(37)
-
(6,729)

115

495

420

255

(908)

(5,965)

(81)

(78)

(7,032)

145

737

461

243

1,304

1,632

100
(44)
(78)

242

41
(12)

306

1,160

(44)

102

(112)

(115)

103

1,234

Basic earnings per share amounts are calculated by dividing net proﬁ t for the year attributable to ordinary equity holders of the

parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net proﬁ t attributable to ordinary shareholders by the weighted

average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).

The following reﬂ ects the income and share data used in the total operations basic and diluted earnings per share computations:

30 June 2011

Net proﬁ t attributable to equity holders from continuing operations

Weighted average number of ordinary shares for basic earnings per share

Effect of dilution:

Share options

CONSOLIDATED

2011
$’000
10,039

2010

$’000

11,336

Number of shares
303,483,292

Number of shares
309,754,267

24,417

Adjusted weighted average number of ordinary shares for diluted earnings per share

303,483,292

309,778,684

Since the reporting date, prior to the completion of these ﬁ nancial statements, the company has not repurchased any further

shares through its buy back program.

Total equivalent shares outstanding on out-of-the-money options that were not dilutive for the respective periods but could
potentially dilute earnings per share in the future were 1,000,000 (2010: 1,650,000)

44.

Notes to the Financial Statements

Company Results

30 June 2011

CONSOLIDATED

6. DIVIDENDS PROPOSED OR PAID

(a) Dividends paid during the year:

Interim dividend – 1.2 cents fully franked (2010: 1.2 cents unfranked) per share

Prior year ﬁ nal dividend – 1.2 cents unfranked (2010: 2.1 cents, franked at 0.7c) per share

Total dividends paid during the year

(b) Dividends proposed and not recognised as a liability:

Final dividend – 1.2 cents fully franked. (2010: 1.2 cents, unfranked) per share

The amount of franking credits available for the subsequent ﬁ nancial year are:

franking account balance as at the end of the ﬁ nancial year

franking credits that will arise from the payment of income tax payable as at the end of the ﬁ nancial year

–

If fully franked, the tax rate on dividends is 30% (2010: 30%).

30 June 2011

7. TRADE AND OTHER RECEIVABLES (CURRENT)

Trade debtors

Allowance for impairment loss (a)

Other debtors

(a) Allowance for impairment loss

2011

$’000

3,641

7,282

3,639

716

1,647

2,363

2010

$’000

3,729

6,534

10,263

3,644

864

956

CONSOLIDATED

2011

$’000
4,133

(136)
3,997

4,044

2010

$’000

4,330

(218)

4,112

4,160

Trade receivables are non-interest bearing and are generally on 30 – 60 day terms. A provision for impairment loss is recognised when there is
objective evidence that an individual trade receivable is impaired. An impairment loss of $41,000 (2010: $283,000 gain) has been recognised
by the group in the current year. These amounts have been included in the other expenses item. The amount of the allowance/impairment loss
is recognised as the difference between the carrying amount of the debtor and the estimated future cash ﬂ ows expected to be received from
the relevant debtors.

Movements in the provision for impairment loss were as follows:

At 1 July

Charge/(release) for the year

Foreign exchange translation

Amounts written off

At 30 June

218

(130)
136

644

(283)

(16)

(127)

218

At 30 June the ageing analysis of trade receivables is as follows:

Total

4,133

4,330

0-60 days NI*

0-60 days CI*

61-120 days NI*

61-120 days CI*

121+ days NI*

121+ days CI*

3,630

3,714

310

188

210

183

2011

Consolidated

2010

Consolidated

* Not impaired (NI)
Considered impaired (CI)

Notes to the Financial Statements

45.

Company Results

30 June 2011

8. INVENTORIES

Raw materials

At cost

Total inventories at the lower of cost and net realisable value

CONSOLIDATED

2011

$’000

30 June 2011

CONSOLIDATED

9. PROPERTY, PLANT & EQUIPMENT

(a)

Leasehold improvements

At cost

Accumulated amortisation

Ofﬁ ce equipment

At cost

Accumulated depreciation

Furniture and ﬁ ttings

At cost

Accumulated depreciation

Plant and equipment

At cost

Accumulated depreciation

Total property, plant and equipment

At cost

Accumulated depreciation and amortisation

Total written down amount

2011

$’000

428

(402)
26

7,336

(6,308)
1,028

380

(193)
187

3,251

(3,084)
167

11,395

(9,987)
1,408

2010

$’000

2010

$’000

428

(373)

6,845

(6,003)

842

403

(161)

242

3,137

(2,971)

166

10,813

(9,508)

1,305

46.

Notes to the Financial Statements

Company Results

30 June 2011

9. PROPERTY, PLANT & EQUIPMENT (CONTINUED)

CONSOLIDATED

2011

$’000

2010

$’000

(b) Reconciliation of property, plant and equipment carrying values

Leasehold Improvements

Carrying amount – opening balance

Additions

Disposals

Depreciation

Carrying amount – closing balance

Ofﬁ ce equipment

Carrying amount – opening balance

Additions

Disposals

Depreciation

Carrying amount – closing balance

Furniture and ﬁ ttings

Carrying amount – opening balance

Additions

Disposals

Depreciation

Carrying amount – closing balance

Plant and equipment

Carrying amount – opening balance

Additions

Depreciation

Carrying amount – closing balance

Total property, plant and equipment

Carrying amount – opening balance

Additions

Disposals

Depreciation

Carrying amount – closing balance

(29)
26

842

561

(6)
(369)
1,028

242

(15)
(40)
187

166

113

(112)
167

1,305

674

(21)
(550)
1,408

306

(145)

(106)

1,209

148

(5)

(510)

842

141

131

(30)

242

181

116

(131)

166

1,837

395

(150)

(777)

1,305

Notes to the Financial Statements

47.

Company Results

30 June 2011

10. INTANGIBLE ASSETS AND GOODWILL

At 1 July 2010

Cost (gross carrying amount)

Accumulated amortisation

Net carrying amount

Year ended 30 June 2011

At 1 July 2010, net of accumulated amortisation and impairment

Additions

Amortisation

At 30 June 2011, net of accumulated amortisation and impairment

At 30 June 2011

Cost (gross carrying amount)

Accumulated amortisation

Net carrying amount

1. Internally generated

2. Purchased as part of business/territory acquisition

CONSOLIDATED

Development
costs1
$’000

Intellectual
Property2
$’000

Goodwill 2

$’000

28,671

(8,786)
19,885

19,885

5,245

(4,919)
20,211

33,916

(13,705)
20,211

2,537

(2,267)
270

270

(147)
123

2,537

(2,414)
123

8,541

Total

$’000

39,749

(11,053)
28,696

28,696

5,245

(5,066)
28,875

44,994

(16,119)
28,875

Development costs that meet the recognition criteria as an intangible asset have been capitalised at cost. This intangible asset

has been assessed as having a ﬁ nite life and is amortised using the straight-line method over a period not exceeding four years

commencing from the commercial release of the project. If an impairment indication arises, the recoverable amount is estimated

and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount.

Intellectual property includes intangible assets acquired through business or territory acquisition and relates primarily to
copyright and software code over key products. Intellectual property is amortised over its useful life being 3 years.

48.

Notes to the Financial Statements

Company Results

30 June 2011

10. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

At 1 July 2009

Cost (gross carrying amount)

Accumulated amortisation

Net carrying amount

Year ended 30 June 2010

At 1 July 2009, net of accumulated amortisation and impairment

Additions

Amortisation

At 30 June 2010, net of accumulated amortisation and impairment

At 30 June 2010

Cost (gross carrying amount)

Accumulated amortisation

Net carrying amount

CONSOLIDATED

Development
costs1

Intellectual
Property2

Goodwill 2

$’000

21,983

(5,965)

16,018

6,688

(2,821)

19,885

28,671

(8,786)

19,885

2,537

(2,120)

417

(147)

270

2,537

(2,267)

270

8,541

Total

$’000

33,061

(8,085)

24,976

6,688

(2,968)

28,696

39,749

(11,053)

28,696

Notes to the Financial Statements

49.

Company Results

30 June 2011

11. IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations or territory acquisition have been allocated to four individual cash generating
units, each of which is a reportable segment (refer note 24) for impairment testing as follows:

• Asia Paciﬁ c;

• Europe;

• North America; and

•

Latin and South America

The recoverable amount of each cash generating unit has been determined based on a value in use calculation using cash ﬂ ow
projections as at 30 June 2011 based on ﬁ nancial budgets approved by The Board for the 2012 ﬁ nancial year extrapolated for a
ﬁ ve year period on the basis of 5% growth together with a terminal value.

The pre-tax discount rate applied to cash ﬂ ow projections is 14% (2010: 14%). The discount rate reﬂ ects management estimate
of the time value of money and the rates speciﬁ c to the unit.

Carrying amount of goodwill allocated to each of the cash generating units is as follows:

Asia Paciﬁ c

Europe

North America

$’000

1,938

$’000

4,074

$’000

1,954

Latin and
South America

$’000

575

2011

$’000

8,541

Total

2010

$’000

8,541

CONSOLIDATED
Carrying amount of goodwill

Key assumptions used in value in use calculations:

The following describes each key assumption on which management has based its cash ﬂ ow projections when determining the

value in use of its cash generating units:

•

The Company will continue to have access to the data supply from automakers over the budgeted period;

The Company will not experience any substantial adverse movements in currency exchange rates;

The Company’s research and development program will ensure that the current suite of products remain leading edge;

The Company is able to maintain its current gross margins; and

The discount rates estimated by management are reﬂ ective of the time value of money.

•
• Management has used an AUD/USD exchange rate of $1.07 and an AUD/EUR exchange rate of $0.74 in its cash ﬂ ow projections.

Sensitivity to changes in assumptions:

Growth rate assumptions – Management notes if negative growth rates are applied to revenues, by 5% over the ﬁ ve year period,
this still yields a recoverable amount to be above its carrying amount.

Discount rate assumptions – Management recognises that the time value of money may vary from what they have estimated.

Management notes that applying a discount rate of double the current rate still yields the recoverable amount to be above its

carrying amount.

Foreign exchange rate assumptions – Management notes that applying an AUD/USD exchange rate of $1.20 and an AUD/EUR
exchange rate of $0.85 still yields the recoverable amount to be above its carrying amount.

50.

Notes to the Financial Statements

Company Results

30 June 2011

Notes

CONSOLIDATED

12. TRADE AND OTHER PAYABLES (CURRENT)

Trade creditors

Other creditors

(a) Trade creditors are non-interest bearing and are normally settled on 30 day terms.

Due to the short term nature of these payables, their carrying value is assumed to
approximate their fair value.

13. PROVISIONS (CURRENT)

Employee beneﬁ ts

Provision for non-cancellable surplus lease space and other lease incentives

14. DEFERRED REVENUE (CURRENT)

Revenue in advance

12(a)

15(c)
15(a)

2011

$’000

326

2,341

2,667

1,770

356

2010

$’000

1,027

2,711

3,738

2,000

481

Notes to the Financial Statements

51.

Company Results

30 June 2011

Notes

CONSOLIDATED

15. PROVISIONS (NON-CURRENT)

Employee beneﬁ ts

Provision for non-cancellable surplus lease space and other lease incentives

Make good provision

15(a)
15(b)

(a) Movement in non-cancellable surplus lease space and other lease incentives provision:

Carrying amount at the beginning of the year

Utilised

Reversal of provision due to new lease and revision of terms

Discount rate adjustment

Carrying amount at the end of the year

The provision for non-cancellable lease space and other lease incentives has been made pursuant
to the lease obligations under contract to the extent that no future beneﬁ ts are anticipated.

(b) Movement in make good provision:

Carrying amount at the beginning of the year

Arising during the year

Reversal of provision due to new lease and revision of terms

Carrying amount at the end of the year

The provision for make good has been estimated pursuant to the Company’s obligation to
restore leased premises to original condition at the end of the lease term.

Carrying amount at the beginning of the year

Utilised

Arising during the year

Carrying amount at the end of the year

Current

Non-current

2011

$’000

395

2,306

(1,512)
1,371

2,165

1,770

395

2,165

2010

$’000

306

619

(226)

(422)

500

(500)

2,389

(1,798)

1,715

2,306

2,000

306

2,306

52.

Notes to the Financial Statements

Company Results

30 June 2011

CONSOLIDATED

16. CONTRIBUTED EQUITY AND RESERVES

Ordinary shares

2011

$’000

10,798

2010

$’000

11,131

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

Movement in ordinary shares on issue:

At 1 July 2009

Shares repurchased

At 30 June 2010

Shares repurchased

At 30 June 2011

Number

$’000

311,269,994

(6,694,918)

304,575,076

(1,298,221)

303,276,855

12,863

(1,732)

11,131

(333)

10,798

On 1 April 2008 the company commenced a share buy back (on market within 10/12 limit). This was reinitiated on 1 April 2009
and 1 April 2010. As at 30 June 2011 the company had repurchased 22,694,717 shares for a total consideration of $6,939,000.

Capital management

When managing capital, the company’s objective is to ensure the entity continues as a going concern as well as to maintain

optimal returns to shareholders and beneﬁ ts for other stakeholders.

Subject to the company’s ﬁ nancial position and future ﬁ nancial performance, the company’s current dividend policy is to
distribute, in the order of 75 – 85% of proﬁ t after tax.

During the 2011 ﬁ nancial year, the company paid dividends of $7.3 million (2010: $10.3 million).

The company has no current plans to issue further shares on the market but may further reduce the capital structure through its

share buy back program.

Notes to the Financial Statements

53.

Company Results

16. CONTRIBUTED EQUITY AND RESERVES (CONTINUED)

Employee Option Plan

There were 250,000 (2010: nil) options issued during the current year at an average exercise price of $0.245 (2010: $nil).

30 June 2011

CONSOLIDATED

Employee equity
beneﬁ ts reserve

Foreign currency
translation reserve

Cash ﬂ ow
hedge reserve

$’000

1,152

1,195

1,210

$’000

137

(290)

(153)
141

(12)

$’000

2,976

(857)

2,119

(656)
1,463

Movement in reserves:

At 1 July 2009

Currency translation differences

Share based payments

Derivatives marked to market

At 30 June 2010

Currency translation differences

Share based payments

Derivatives marked to market

At 30 June 2011

Nature and purpose of reserves

Employee equity beneﬁ ts reserve

Total

$’000

4,265

(290)

(857)

3,161

141

(656)
2,661

This reserve is used to record the value of equity beneﬁ ts provided to employees and Directors as part of their compensation.
Refer to Note 19 for further details.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the ﬁ nancial

statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.

Cashﬂ ow hedge reserve

The derivatives reserve is used to record the mark to market valuation of forward currency contracts at the balance sheet date

that are considered effective hedges.

54.

Notes to the Financial Statements

Company Results

30 June 2011

CONSOLIDATED

17. STATEMENT OF CASH FLOWS

(a) Reconciliation of proﬁ t after tax to the net cash ﬂ ows from operations

Proﬁ t from ordinary activities after income tax expense

Depreciation of non-current assets

Amortisation of non-current assets

Amortisation of employee options

Disposal of property, plant, and equipment

Changes in assets and liabilities

(Increase)/decrease in trade and other debtors

(Increase)/decrease in inventories

(Increase)/decrease in prepayments

(Increase)/decrease in deferred development costs

Increase/(decrease) in trade and other creditors

Increase/(decrease) in allowance for doubtful debts

Increase/(decrease) in provision for employee entitlements

Increase/(decrease) in other provisions

Increase/(decrease) in income tax payable

Increase/(decrease) in deferred income tax liability

Increase/(decrease) in revenue in advance

Net cash ﬂ ow from operating activities

(b) Reconciliation of cash

Cash balance comprises:

– cash at bank

– cash on deposit

2011

$’000

10,039

550

5,066

339

740

(5,245)
(1,070)
(82)
(141)
-

898

306

(124)
11,320

2010

$’000

11,336

777

2,968

150

371

(3)

446

(6,688)

134

(426)

(83)

(1,121)

1,013

1,234

10,174

2,478

6,342

8,820

898

4,891

5,789

Notes to the Financial Statements

55.

Company Results

30 June 2011

18. COMMITMENTS & CONTINGENCIES

(a) Lease expenditure commitments

Operating leases (non-cancellable):

Minimum lease payments

– not later than one year

– later than one year and not later than ﬁ ve years

– later than ﬁ ve years

– aggregate operating lease expenditure contracted for at balance date

CONSOLIDATED

2011

$’000

2010

$’000

1,118

4,598

620

6,336

1,207

3,556

1,301

6,064

Operating lease commitments are for ofﬁ ce accommodation both in Australia and abroad.

(b) Performance Bank Guarantee

Infomedia Ltd has a performance bank guarantee to a maximum value of $700,000 (2010: $700,000) relating to the lease
commitments of its corporate headquarters.

56.

Notes to the Financial Statements

Company Results

19. SHARE BASED PAYMENT PLANS

Employee Option Plan

The Employee Option Plan entitles the Company to offer ‘eligible employees’ options to subscribe for shares in the Company.
Options will be granted at a nil issue price unless otherwise determined by the Directors of the Company and each Option
enables the holder to subscribe for one Share. The exercise price for the Options granted will be as speciﬁ ed on the option
certiﬁ cate or, if not speciﬁ ed, the volume weighted average price for Shares of the Company for the ﬁ ve days trading immediately
before the day on which the options were granted. The Options may be exercised in accordance with the date determined by the

Board, which must be within four years of the option being granted.

Information with respect to the number of options granted under the employee share incentive scheme is as follows:

Balance at beginning of year

- granted

- expired

- exercised

Balance at end of year

Notes

19(a)
19(b)
19(c)
19(d)
19(e)

2011

2010

Number of options

2,150,000

250,000

(1,400,000)
-

1,000,000

Weighted average
exercise price
$0.45

$0.245

$0.51

$0.30

Number of options

2,650,000

(500,000)

2,150,000

Weighted average
exercise price
$0.44

$0.42

$0.45

(a) Options held at the beginning of the year:
The following table summarises information about options held by employees at 1 July 2010

Number of options

Grant date

Earliest vesting date

Expiry date

1,000,000

250,000

150,000

1/01/2008

1/02/2009

1/01/2008

1/01/2009

1/10/2008

1/07/2008

1/01/2009

1/02/2010

1/01/2009

1/01/2010

1/10/2009

1/07/2009

5/02/2011

5/02/2012

5/02/2011

5/01/2012

31/10/2011

5/11/2011

Weighted average
exercise price

$0.53

$0.29

$0.53

$0.29

$0.37

$0.38

(b) Options granted during the year:

The following table summarises information about options granted during the year.

Number of options

250,000

Grant date

Earliest vesting date

Expiry date

Weighted average
exercise price

21/11/2010

20/12/2011

20/12/2013

$0.245

The following table summarises information about options expired during the year.

Number of options

Grant date

Earliest vesting date

Expiry date

Weighted average
exercise price

1,000,000

250,000

150,000

1/01/2008

1/07/2008

1/01/2009

1/01/2010

1/07/2009

5/02/2011

5/11/2011

$0.53

$0.38

(d) Options exercised during the year:

There were no options exercised during the year.

Notes to the Financial Statements

57.

Company Results

19. SHARE BASED PAYMENT PLANS (CONTINUED)

(e) Options held at the end of the year:

The following table summarises information about options held by employees at 30 June 2011:

Number of options

Grant date

Earliest vesting date

Expiry date

250,000

1/02/2009

1/01/2009

1/10/2008

1/02/2010

1/01/2010

1/10/2009

21/11/2010

20/12/2011

5/02/2012

5/01/2012

31/10/2011

20/12/2013

Weighted average
exercise price

$0.29

$0.37

$0.245

(e) Other details regarding options:

The weighted average fair value of options granted during the year was $0.058 (2010: $nil).

The fair value of the equity-settled options granted under the option plan is estimated as at the grant date using a binomial

model taking into account the term and conditions upon which the options were granted.

The following table lists the inputs to the model used for the year:

Dividend yield (%)

Expected volatility (%)

Risk free rate (%)

Option exercise price

Weighted average share price at grant date

Granted
1/10/2008
7.5%

35%

5.14%

$0.37

$0.38

Granted
1/1/2009
10.0%

35%

3.21%

$0.29

Granted
1/2/2009
10.0%

35%

2.84%

$0.29

Granted
21/11/2010
7.5%

44%

5.59%

$0.245

The expense recognised for employee services received during the year is shown in the table below:

30 June 2011

Expense arising from equity-settled share-based payment transactions

20. PENSIONS AND OTHER POST-EMPLOYMENT PLANS

Superannuation Commitments

CONSOLIDATED

2011

$’000
15

2010

$’000

Contributions are made by the Company in accordance with the relevant statutory requirements. Contributions by the Company
for the year ended 30 June 2011 were 9% (2010: 9%) of employee’s wages and salaries which are legally enforceable in Australia.
The superannuation plans provide accumulation beneﬁ ts.

58.

Notes to the Financial Statements

Company Results

21. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Compensation of Key Management Personnel

(i) Compensation by Category: Key Management Personnel

30 June 2011

Short-Term

Post Employment

Other Long-Term

Termination beneﬁ ts

Share-based Payments

CONSOLIDATED

2011

2010

1,467,768

1,868,053

106,053

14,100

101,538

15,206

129,041

17,967

130,930

40,047

1,704,665

2,186,038

(b) Option holdings of Key Management Personnel (Consolidated)

30 June 2011

Balance at

beginning of period

Granted as
compensation

Options
exercised

Expired

Balance at
end of period

Vested at 30 June 2011

Directors

Gary Martin**

Executives

Karen Blunden***

Nick Georges

Michael Roach

Andrew Pattinson

Jonathan Pollard

1 July 2010

1,000,000

250,000

2,000,000

250,000

30 June 2010

Balance at

beginning of period

Granted as
compensation

Options
exercised

Directors

Gary Martin

Executives

Michael Bodner*

Nick Georges

Michael Roach

Andrew Pattinson

Jonathan Pollard

1 July 2009

1,000,000

500,000

250,000

2,500,000

* Resigned 31 May 2010.

** Resigned 31 August 2010

*** Appointed 21 November 2010

30 June 2011

Total

Not
exercisable

Exercisable

(1,000,000)

250,000

(250,000)
-

250,000

(1,250,000)

1,000,000

166,667

500,001

166,667

500,001

Net change
other

Balance at
end of period

Vested at 30 June 2010

30 June
2010

Total

Not
exercisable

Exercisable

1,000,000

666,666

(500,000)

250,000

166,666

83,333

(500,000)

2,000,000

1,083,331

Notes to the Financial Statements

59.

Company Results

21. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)

30 June 2011

Number of shares held in Infomedia Ltd

Balance
30 June 2010

Granted as
compensation

On exercise of
options

Net change
other

Balance
30 June 2011

Directors

Richard Graham

Myer Herszberg

Gary Martin*

Frances Hernon

Andrew Moffat**

Executives

Andrew Pattinson

Nick Georges

Michael Roach

Jonathan Pollard

Karen Blunden***

Total

* Resigned 31 May 2010.

** Resigned 31 August 2010

*** Appointed 21 November 2010

103,004,060

23,421,589

655,590

5,000

300,000

2,447,567

24,421

18,721

1,996

129,878,944

386,841

103,390,901

23,421,589

(655,590)
-

(300,000)

5,000

2,447,567

24,421

18,721

1,996

(568,749)

129,310,195

30 June 2010

Number of shares held in Infomedia Ltd

Balance
1 July 2009

Granted as
compensation

On exercise of
options

Net change
other

Balance
30 June 2010

Directors

Richard Graham

Myer Herszberg

Gary Martin*

Frances Hernon

Andrew Moffat**

Executives

Andrew Pattinson

Nick Georges

Michael Roach

Jonathan Pollard

Total

* Resigned 31 May 2010.

** Resigned 31 August 2010

102,204,060

23,421,589

607,590

5,000

2,447,567

24,421

18,721

1,996

128,730,944

800,000

103,004,060

23,421,589

48,000

300,000

655,590

5,000

300,00

2,447,567

24,421

18,721

1,996

1,148,000

129,878,944

All equity transactions with key management personnel other than those arising from the exercise of compensation options and

compensation shares have been entered into under terms and conditions no more favourable than those the entity would have

adopted if dealing at arm’s length.

60.

Notes to the Financial Statements

Company Results

21. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)

(d) Loans to Key Management Personnel

There were no loans at the beginning or the end of the reporting period to key management personnel. No loans were made
available during the reporting period to key management personnel.

22. AUDITORS’ REMUNERATION

CONSOLIDATED

2011

2010

159,650

180,250

159,650

47,825

228,075

Amounts received or due and receivable by the auditors of Infomedia Ltd for:

– an audit or review of the ﬁ nancial report of the entity and any other entity in

the consolidated entity

– corporate advisory consulting services in relation to the entity and any other

entity in the consolidated entity

23. RELATED PARTY DISCLOSURES

Ultimate Parent

Infomedia Ltd is the ultimate Australian parent company

Wholly-owned group transactions

(a) An unsecured, trade receivable of $270,693 (2010: $481,545) remains owing to IFM Europe Ltd from Infomedia Ltd.

(b) An unsecured, trade receivable of $1,520,419 (2010: $1,650,603) remains owing from IFM North America Inc. to Infomedia Ltd.

(d) During the year Infomedia Ltd received $7,113,411 (2010: $7,467,452) from IFM North America Inc. for intra-group sales

(e) During the year IFM Europe paid $483,820 (2010: $547,159) to IFM Germany GmbH for intra-group distribution services.

Entity with deemed signiﬁ cant inﬂ uence over the Company

Wiser Equity Pty Limited, a company in which Richard Graham is a Director, owns 34.10% of the ordinary shares in Infomedia Ltd
(2010: 33.82%).

Related party transactions

During the year, Richard Graham provided human resource services to the Company on a consulting basis. The cost of these
services was $2,954 and they were provided on normal commercial terms.

Notes to the Financial Statements

61.

Company Results

24. SEGMENT INFORMATION

30 June 2011

Notes

Asia Paciﬁ c

Europe

$’000

North
America
$’000

Latin and
South America
$’000

Corporate

$’000

Total

$’000

Business Segments

Revenue

Sales revenue

Consolidated revenue

Segment result

Finance revenue

Consolidated proﬁ t before income tax

Income tax expense

Consolidated proﬁ t after income tax

11,837

19,847

9,880

2,529

8,740

15,028

8,740

15,028

6,292

2,054

(18,942)

184

(18,758)

Assets

Segment assets

Unallocated assets

Total assets

Liabilities

Segment liabilities

Unallocated liabilities

Total liabilities

Capital Expenditure

Amortisation

Depreciation

1,759

897

611

219

44,093

13,172

184

13,356

(3,317)

10,039

2,656

45,147

47,803

830

11,308

12,138

674

5,066

466

5,066

550

62.

Notes to the Financial Statements

Company Results

24. SEGMENT INFORMATION (CONTINUED)

30 June 2010

Notes

Asia Paciﬁ c

Europe

$’000

North
America
$’000

Latin and
South America
$’000

Corporate

$’000

Business Segments

Revenue

Sales revenue

Consolidated revenue

Segment result

Finance revenue

Finance costs

10,285

21,627

10,374

3,053

6,796

16,221

5,955

2,329

(16,871)

14,430

103

(36)

Consolidated proﬁ t before income tax

6,796

16,221

5,955

2,329

(16,804)

Income tax expense

Consolidated proﬁ t after income tax

Assets

Segment assets

Unallocated assets

Total assets

Liabilities

Segment liabilities

Unallocated liabilities

Total liabilities

Capital Expenditure

Amortisation

Depreciation

2,166

(512)

788

457

228

Total

$’000

45,339

103

(36)

14,497

(3,161)

11,336

1,654

44,638

46,292

1,245

11,306

12,551

167

395

2,968

624

2,968

777

Identiﬁ cation of reportable segments

The group has identiﬁ ed its operating segments based on the internal reports that are reviewed and used by the Board of
Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments are identiﬁ ed by management based on the region in which the product is sold. Discrete ﬁ nancial
information about each of these operating businesses is reported to the Board of Directors regularly.

The reportable segments are based on aggregated operating segments determined by the similarity of the products produced
and sold as these are the sources of the Group’s major risks and have the most effect on the rates of return.

Accounting policies and inter-segment transactions

The accounting policies used by the Group in reporting segments internally are the same as those contained in note 2 to the
accounts and in the prior period.

The group accounting policies for segments are applied to the respective segments up to the segment result level.

Major customers

The Group has many customers to which it provides products. There is no signiﬁ cant reliance of any single customer.

Notes to the Financial Statements

63.

Company Results

25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal ﬁ nancial instruments, other than derivatives, comprise cash and short-term deposits.

The Company has various other ﬁ nancial assets and liabilities such as trade receivables and trade payables, which arise directly

from its operations. The Company also enters into derivative transactions through forward currency and range forward contracts.

The purpose is to manage the currency risks arising from the Company’s operations. It is, and has been throughout the period

under review, the Company’s policy that no trading in ﬁ nancial instruments shall be undertaken. The main risks arising from the

Company’s ﬁ nancial instruments are cash ﬂ ow interest rate risk, liquidity risk, foreign currency risk and credit risk.

Details of the signiﬁ cant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement

and the basis on which income and expenses are recognised, in respect of each class of ﬁ nancial asset, ﬁ nancial liability and
equity instrument are disclosed in Note 2 to the ﬁ nancial statements.

(a) Interest rate risk

The Company’s exposure to the risk of changes in market interest rates relates solely to the Company’s cash holding of
$8,820,000 (2010: $5,789,000) with a ﬂ oating interest rate.

The Company’s policy is to accept the ﬂ oating interest rate risk with both its cash holdings and bank loans. Cash is held primarily
with leading Australian banks for periods not exceeding 30 days, as such any reasonably expected change in interest rates (+/- 1%)
would not have a signiﬁ cant impact on post tax proﬁ t or other comprehensive income.

(b) Foreign currency risk

The Company has transactional currency exposures. These exposures mainly arise from the transactional sale of products and

to a lesser extent the associated cost of sales component relating to these products. As the Company’s product offerings are

typically made on a recurring monthly subscription basis, there is a relatively high degree of reliability in estimating a proportion
of future cashﬂ ow exposures. Approximately 40% of the Company’s sales are denominated in United States Dollars and 40% are
denominated in Euros (measured using the spot foreign exchange rates in existence in the current ﬁ nancial year). The Company

seeks to mitigate exposure to movements in these currencies by entering into forward exchange derivative contracts under an

approved hedging policy.

As a result of the Company’s investment in both its European and United States subsidiaries, the Company’s balance sheet can

be affected by movements in both the Euro and United States dollar against the Australian dollar.

At 30 June 2011, the Group had the following exposure to US$ foreign currency that is not designated in cash ﬂ ow hedges:

Financial Assets

Cash and cash equivalents

Derivatives

Consolidated

2011

$’000

811

1,406

2,217

2010

$’000

1,585

1,596

64.

Notes to the Financial Statements

Company Results

25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

At 30 June 2011, the Group had the following exposure to EUR foreign currency that is not designated in cash ﬂ ow hedges:

Financial Assets

Cash and cash equivalents

Derivatives

Consolidated

2011

$’000

1,013

605

1,618

2010

$’000

1,284

1,287

The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date:

At 30 June 2011, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax
proﬁ t and total equity would have been affected as follows:

Judgments of reasonably possible movements:

Consolidated

AUD/USD +10%

AUD/USD – 15%

AUD/EUR +10%

AUD/EUR – 15%

Post tax proﬁ t
Higher/(Lower)

Total equity
Higher/(Lower)

2011

$’000

(51)

100

(64)

125

2010

$’000

(1)

2011

$’000

578

(575)

529

(1,004)

2010

$’000

979

(1,486)

651

(1,286)

Management believe the balance date risk exposures are representative of the risk exposure inherent in the ﬁ nancial instruments.

The Company’s credit risk with regard to accounts receivables is spread broadly across three automotive groups – manufacturers,

distributors and dealerships. Receivable balances are monitored on an ongoing basis with the result that the Company’s

exposure to bad debts is not signiﬁ cant. As the products typically have a monthly life cycle and are priced on a relatively low

subscription price, the concentration of credit risk is typically low with automotive manufacturers being the exception.

With respect to credit risk arising from the other ﬁ nancial assets of the Company, which comprise cash and cash equivalents, and

certain derivative instruments, the Company’s exposure to credit risk arises from default of the counter party, with a maximum

exposure equal to the carrying amount of these instruments.

Since the Company trades only with recognised third parties, collateral is not requested nor is it the Group’s policy to securitise

its trade and other receivables.

(d) Price risk

There are no items on the balance sheet as at 30 June 2011 that are subject price risk.

Notes to the Financial Statements

65.

Company Results

25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(e) Liquidity risk

The Company’s exposure to liquidity risk is minimal given the relative strength of the balance sheet and cash ﬂ ows from operations.

Given the nature of the Company’s operations and no borrowings, the Company does not have ﬁ xed or contracted payments
at balance sheet date other than with respect of its cash ﬂ ow hedges which are disclosed below. Consequently the remaining
contractual maturity of the group entity’s ﬁ nancial liabilities is as stated in the balance sheet and is less than 60 days. Deferred
revenue requires no cash outﬂ ow.

Liquidity and Interest rate risk

The following table sets out the carrying amount, by maturity, of the ﬁ nancial instruments exposed to interest rate or liquidity risk:

YEAR ENDED 30 JUNE 2011

Floating rate

Cash and cash equivalents

Trade and other receivables

Trade and other payables

YEAR ENDED 30 JUNE 2010

Floating rate

Cash and cash equivalents

Trade and other receivables

Trade and other payables

CONSOLIDATED

Less than one year
$’000

Two to ﬁ ve years
$’000

Greater than ﬁ ve years
$’000

Weighted average
effective interest rate %

8,820

4,044

(2,667)

3.2

CONSOLIDATED

Less than one year
$’000

Two to ﬁ ve years
$’000

Greater than ﬁ ve years
$’000

Weighted average
effective interest rate %

5,789

4,160

(3,738)

3.7

Interest on cash and cash equivalents classiﬁ ed as ﬂ oating rate is repriced at intervals of less than one year. Interest on ﬁ nancial
instruments classiﬁ ed as ﬁ xed rate is ﬁ xed until maturity of the instrument. The other ﬁ nancial instruments of the Group that are
not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.

66.

Notes to the Financial Statements

Company Results

25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

(f ) Fair value

Derivative instruments use valuation techniques other than quoted prices in active markets with only observable market inputs
for the asset or liability , either directly (as prices) or indirectly (derived from prices)to determine the fair value of foreign
exchange contracts.

Derivative contracts
The following table summarises the forward exchange contracts on hand at 30 June 2011.

Maturity

Company sells United States Dollars (USD)

Less than one year

Company sells Euros (E)

Less than one year

Company sells United States Dollars (USD)

Greater than one year and not greater than two years

Company sells Euros (E)

Greater than one year and not greater than two years

Company buys

$A’000

7,585

$A’000

8,396

$A’000

-
$A’000

1,420

CONSOLIDATED

Company sells
USD’000

Exchange rate

6,361

E’000

5,665

USD’000

-
E’000

1,000

0.839

0.675

0.704

The mark to market valuation of these contracts at 30 June 2011 was $2,055,000 which is booked directly in equity.
The following table summarises the range forward contracts on hand at 30 June 2011.

Maturity

CONSOLIDATED

Floor rate

Ceiling rate

Company sells
USD’000

Greater than one year and not greater than two years

3,975

0.8825

1.100

The mark to market valuation of these range forwards at 30 June 2011 was $36,000 which has been included in the Statement of
Comprehensive Income as Other Income.
There were no range forwards held at 30 June 2010.

Derivative contracts
The following table summarises the forward exchange contracts on hand at 30 June 2010.

Maturity

Company sells United States Dollars (USD)

Less than one year

Company sells Euros (E)

Less than one year

Company sells United States Dollars (USD)

Greater than one year and not greater than two years

Company sells Euros (E)

Greater than one year and not greater than two years

Company buys

$A’000

10,700

$A’000

8,909

$A’000

4,258

$A’000

2,714

CONSOLIDATED

Company sells
USD’000

Exchange rate

7,443

E’000

5,280

USD’000

3,401

E’000

1,700

0.696

0.593

0.799

0.626

The mark to market valuation of these contracts at 30 June 2010 was $3,028,000, which is booked directly in equity.

Notes to the Financial Statements

67.

Company Results

26. FINANCIAL INSTRUMENTS

Fair values

Set out below is a comparison by category of carrying amounts and fair values of all of the Company’s ﬁ nancial instruments

recognised in the ﬁ nancial statements. The fair values of derivatives have been calculated by discounting the expected future cash

ﬂ ows at prevailing interest rates.

CONSOLIDATED

Financial assets

Cash and cash equivalents

Trade and other debtors

Derivatives

Financial liabilities

Trade and other creditors

27. SUBSEQUENT EVENTS

Carrying Amount

Fair Value

2011

$’000
8,820

4,044

2,091

2,667

2010

$’000

5,789

4,160

3,028

3,738

2011

$’000
8,820

4,044

2,091

2,667

2010

$’000

5,789

4,160

3,028

3,738

There has been no matter or circumstance that has arisen since the end of the ﬁ nancial year that has signiﬁ cantly affected the

operations of the Company, the results of those operations, or the state of affairs of the Company.

28. PARENT ENTITY INFORMATION

Parent Entity

Current assets

Total assets

Current liabilities

Total liabilities

Contributed equity

Retained earnings

Employee equity beneﬁ t reserve

Cashﬂ ow hedge reserve

Total shareholders’ equity

Proﬁ t or loss of the parent entity

Total comprehensive income of the parent entity

2011

$’000
14,532

46,079

4,961

10,709

10,799

21,903

1,205

1,463

35,370

10,014

9,358

2010

$’000

13,154

44,923

5,674

11,307

11,131

19,171

1,195

2,119

33,616

11,765

10,908

68.

Directors’ Declaration

Company Results

Directors’ Declaration

In accordance with a resolution of the directors of Infomedia Limited, I state that:

In the opinion of the directors:

(a) the ﬁ nancial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the consolidated entity’s ﬁ nancial position as at 30 June 2011 and of their performance for

the year ended on that date; and

(ii) complying with Accounting Standards and the Corporations Regulations 2001; and

(b) the ﬁ nancial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2b

(c) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become

due and payable.

(d) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with

section 295A of the Corporations Act 2001 for the ﬁ nancial year ending 30 June 2011.

On behalf of the Board

Richard David Graham

Executive Chairman

Sydney
23 August 2011

Independent auditor's report to the members of Infomedia Ltd

Report on the financial report

We have audited the accompanying financial report of Infomedia Ltd, which comprises the consolidated
balance sheet as at 30 June 2011, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors' declaration of the consolidated entity comprising the company and the
entities it controlled at the year's end or from time to time during the financial year.

Directors' responsibility for the financial report

The directors of the company are responsible for the preparation 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 controls as the directors determine are necessary to enable the preparation of the financial
report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors
also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that
the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor's judgment, including the assessment
of the risks of material misstatement of the financial report, whether due to fraud or error. In making
those risk assessments, the auditor considers internal controls relevant to the entity's preparation and
fair presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal controls. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.

Independence

In conducting our audit we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a
copy of which is included in the financial report.

Liability limited by a scheme approved
under Professional Standards Legislation

Opinion

In our opinion:

the financial report of Infomedia Ltd is in accordance with the Corporations Act 2001,
including:

i) giving a true and fair view of the consolidated entity's financial position as at 30 June

2011 and of its performance for the year ended on that date; and

ii)

complying with Australian Accounting Standards and the Corporations Regulations
2001; and

the financial report also complies with International Financial Reporting Standards as
disclosed in Note 2.

Report on the remuneration report

We have audited the Remuneration Report included in the directors’ report, on pages 19 to 25, for
the year ended 30 June 2011. The directors of the company are responsible for the preparation
and presentation of the Remuneration Report in accordance with section 300A of the
Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Infomedia Ltd for the year ended 30 June 2011,
complies with section 300A of the Corporations Act 2001.

Ernst & Young

J K Haydon
Partner
Sydney
23 August 2011

Corporate Governance

71.

Company Results

INFOMEDIA LTD

CORPORATE GOVERNANCE STATEMENT FY2011

OVERVIEW

Infomedia continually strives to ensure an acceptable level of compliance with the voluntary governance principles set out in

the ‘Corporate Governance Principles and Recommendations 2nd Edition‘ published by the Australian Stock Exchange’s (ASX)

Corporate Governance Committee (the ASX Principles).

The ASX Principles are a voluntary code and compliance is not mandatory. Infomedia strives to meet the ASX Principles in a

manner consistent with the resources, size and operational scope of the Company. To the extent that Infomedia is non-compliant

with particular elements of the voluntary framework, the Company embraces the “If not, why not?” principle, and provides

explanatory materials relating to its compliance.

ASX – Corporate Governance Principles

Principle 1

Lay solid
foundations for
management and
oversight

Principle 2

Structure the
Board to
add value

Principle 8

Remunerate fairly
and responsibly

Principle 7

Recognise and
manage risk

ASX
Corporate
Governance
Principles

Principle 3

Promote ethical
and responsible
decision making

Principle 6

Respect the rights
of shareholders

Principle 4

Safeguard integrity
in financial
reporting

Principle 5

Make timely
and balanced
disclosures

The ASX Principles provide a standard platform from which Infomedia implements and maintains a range of charters, policies

and procedures applicable to the Company (the Policies). Infomedia’s Policies seek to instil and entrench the values, standards

and behaviours required to ensure transparency, efﬁ cient resource allocation and protection of stakeholder interests. Further

information about the Policies is available at www.infomedia.com.au/CorporateGovernance

72.

Corporate Governance

Company Results

CORPORATE GOVERNANCE STATEMENT

PARTIAL NON-COMPLIANCE WITH THE ASX PRINCIPLES – “IF NOT, WHY NOT?”

As a voluntary set of guidelines, compliance with the ASX Principles is not mandatory.

In order to encourage participation, and in recognition of the fact that the resources and operating environments vary between

participants, the ASX Principles provide organisations with the ﬂ exibility to comply in full or in part. This ﬂ exibility is tempered

by the adoption of the “If not, why not?” principle, requiring the Company to provide reasons for non-compliance with particular

parts of the ASX Principles.

Whilst Infomedia strives to meet the ASX Principles, it does so in a manner consistent with the resources available to it, and

within the context of its operating environment.

During FY2011, Infomedia was non-compliant with some of the ASX Principles. The following sections contain commentary on the
areas of both compliance and non-compliance, and provide relevant commentary in accordance with the “If not, why not?” framework.

THE BOARD, SUB-COMMITTEES AND SENIOR MANAGEMENT

2.1 Composition and structure of the Board

The composition and size of Board has been primarily shaped by Infomedia’s Constitution. Relevantly, the Constitution provides that:

(a)

the Company must maintain a minimum of three and a maximum of seven directors;

(b) one third of the Directors, and any other Director not in such one third who has held ofﬁ ce for three years or more, other

than the Chief Executive Ofﬁ cer, must retire by rotation each year. If eligible, retiring directors may offer themselves for re-election.

Careful consideration is given to the contribution each director is able to make both individually and collectively. There is strong

emphasis on promoting, among other attributes, an appropriate mix of complementary skills, independence, expertise, business

knowledge and executive and non-executive participation.

As noted in the Directors’ Report, the Company received formal resignations from the following directors during FY2011:

(a) Mr Gary Martin in his capacity as Chief Executive Ofﬁ cer and Director; and

(b) Mr Andrew Moffat in his capacity as non-executive Director.

At 30 June 2011, the Infomedia Board was comprised of three Directors. The details of each Director’s name, terms of ofﬁ ce,
committee memberships, meeting attendance records, skills experience and expertise, appear herein.

The Company has made progress in ﬁ lling the vacancy created as a result of Mr Moffat’s resignation and will present further
information on this point prior to the 2011 Annual General Meeting.

2.2

Independence of the Chair

Following the resignation of the Chief Executive Ofﬁ cer, Mr Richard Graham resumed the role of Executive Chairman of the

Company after a six-year absence from the role of CEO. Mr Graham assumed this duty in addition to his continuing role as

Chairman of the Board. Mr Graham also remains the Company’s largest shareholder.

For the reasons outlined above, the Company does not comply with:

(a) ASX Principle 2.2 – The chair should be an independent Director; and

Corporate Governance

73.

Company Results

(b) ASX Principle 2.3 – The roles of the chair and the chief executive ofﬁ cer should not be exercised by the same individual.

Nevertheless, the Board remains of the view that its independence as a whole is not compromised and that it is in the best

interests of the Company for Mr Graham to continue as Executive Chairman given his wealth of experience. Additionally, the

Board derives comfort from:

(a)

the Board Charter which permits Board members to elect a non-executive Director to chair informal discussion meetings of

non-executive Directors; and

(b) the ability of the Directors to seek independent professional advice which is made available at the expense of the Company.

2.3

Independence of the Board

ASX Principle 2.1 calls for the majority of the Board to be independent, non-executive Directors.

As currently comprised, the Board has two non-executive Directors in the form of Ms Frances Hernon and Mr Myer Herszberg.

Whilst Ms Hernon meets the criteria for independence, Mr Herszberg’s independence is technically compromised by his standing
as a majority shareholder of the Company. Accordingly, the Company does not comply with ASX Principle 2.1.

However, in light of the relevant quantitative and qualitative considerations, the Board considers Mr Herszberg to be operating

with independence and objectivity, notwithstanding his shareholding in the Company.

The independence of the Board is subject to continual evaluation. Ultimately, however, the Board accepts that its members

remain in ofﬁ ce upon the vote of the Company’s shareholders and that they may elect members to the Board regardless of their

standing, independent or otherwise.

2.4 Establishment of nomination and remuneration committees

The ASX Principles recommend that the Board should establish:

(a) a nominations committee for the examination of selection, recruitment and succession practices of the Company

(ASX Principle 2.4); and

(b) a remuneration committee to focus on remuneration policies (ASX Principle 8.1).

The Board as a whole has assumed responsibility for remuneration and nomination since July 2007.

Given the relative size and resources available to the Company, the Board is of the view that neither a nominations or a remu-

neration committee would add any signiﬁ cant corporate governance value for the following reasons:

(a) given the size and structure of the Board, there is little efﬁ ciency to be derived from sub-committees other than the Audit,

Risk & Governance Committee (Audit Committee);

(b) ultimate responsibility for nominations and remuneration rests with the Board whether or not a nomination or remuneration

sub-committee is established;

(c)

the Board has processes in place to raise issues relating to nomination and remuneration in the form of regular reporting by

senior management (including detailed reports from the Human Resources Manager) on such matters; and

(d) the Company maintains a formal policy for the nomination and induction of Directors (Director Nomination and Induction

Policy), a summary of which is available on Infomedia’s website.

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Corporate Governance

Company Results

The Company has formalised a policy for the nomination and induction of Directors (Director Nomination and Induction Policy),

a summary of which is available on the Company website.

2.5 Board charter and responsibilities

A formal charter documenting the appropriate division between the responsibilities of the Board and management has been in
place since July 2004. The Charter mandates the Board’s focus on the following key matters:

(a) developing the Company’s overall objectives;

(b) developing and mandating strategies to achieve Company objectives;

(d) ensuring that the Company operates with integrity and in accordance with good management and governance practices.

A summary of the Charter of the Board is available on the Company’s website at www.infomedia.com.au

2.6 Audit, Risk & Governance Committee

Please refer to section 4.1 below for a report on the activities of the Audit, Risk and Governance Committee.

ETHICAL BUSINESS CONDUCT

3.1

Infomedia’s Code of Conduct

Since its inception, Infomedia has placed emphasis on personal integrity, mutual respect and ethical business practices as core

values (Core Values). The Company’s dedication to these Core Values was formalised by the introduction of a formal Code of
Conduct in 2004. The Code was further reﬁ ned under the guidance of the Corporate Governance Committee during FY2006 to:

(a) strengthen formal resolution strategies for intra-organisational disputes; and

(b) provide clearer reporting guidelines with regard to compliance mechanisms.

The Infomedia Code of Conduct strengthens the Company’s commitment the Core Values by articulating and formally entrenching

positive cultural values within the Company, and by providing guidance on dealings with various stakeholders. A summary of the

Code of Conduct is available on the Company’s website at www.infomedia.com.au.

3.2 Securities trading policy

A formal policy on share trading by Company Directors, Ofﬁ cers and Employees was originally established in October 2001 and
was reviewed, amended and adopted by the Infomedia Board in April 2004, upon the recommendation of the then Corporate
Governance Committee. It was further reviewed in the last quarter of FY2006, and more recently in May 2008.

On 29 May 2008, a revised ‘Policy on Securities Trading by Company Directors, Ofﬁ cers and Employees’ was adopted by the
Board. The Policy sets clear directives on share transactions and speciﬁ es trading windows at appropriate intervals.

A summary of the policy is available on the Company’s website.

Corporate Governance

75.

Company Results

FINANCIAL REPORTING, AUDIT, GOVERNANCE AND RISK MANAGEMENT

4.1 The Audit, Risk & Governance Committee

Infomedia has maintained an Audit Committee in various forms since the year 2000. The current Audit Committee continued to
meet throughout FY2011.

During FY2011, the Board received Mr Moffat’s resignation as a director of the Company and, by implication, as Chairman of
the Audit Committee. The Audit Committee is now comprised of Ms Frances Hernon (Chairperson) and Mr Myer Herszberg.

The Audit Committee’s structure and doesn’t fully meet ASX Principle 4.2, requiring an audit committee to be structured so that it:

(a) consists only of non-executive directors;

(b) consists of a majority of independent directors;

(c)

is chaired by an independent chair, who is not the chair of the board; and

(d) has at least three members.

For the reasons discussed in section 2.3 above, the Board is of the view that the Audit Committee members meet the relevant
quantitative and qualitative tests of independence. However, the Audit Committee fails to meet the minimum number of

members (i.e. three) as suggested by the ASX Principles.

The Company has made progress in ﬁ lling the vacancy created after Mr Moffat’s resignation in November 2010 and will present
further information on this point prior to the 2011 Annual General Meeting.

The objectives of the Board are clearly deﬁ ned within the Audit Committee’s Charter. A summary of the Audit Committee Charter

is available via the Company’s website.

4.2 Independent auditors

The current Audit Committee acknowledges the importance of external auditor independence and has formalised procedures for

the rotation of responsible audit partners from Ernst & Young.

The last rotation of the responsible audit partner occurred in FY2010.

4.3 Financial reporting obligations

The Company’s ﬁ nancial reporting obligations for FY2011 were fulﬁ lled in accordance with applicable legal and accounting
requirements. For further information, please refer to the ﬁ nancial statements and notes contained in the Directors’ Report and

the Independent Audit Report.

Having acted in accordance with the Risk Management Policy and Risk Management Plan, the Executive Chairman and the Chief
Financial Ofﬁ cer have provided the Board with the necessary certiﬁ cations required pursuant to the Corporations Act 2001 (Cth)
and the ASX Principles.

4.4 Risk Management

Upon the recommendation of the Audit Committee, the Board adopted the Risk Management Policy in July 2004. Following
a review by the Audit and Risk Committee during FY2006, a recommendation was made to the Board to adopt a revised Risk
Management Policy and a Risk Management Plan. The revised plans promoted the establishment and implementation of a more

effective and appropriate risk management framework for the Company.

76.

Corporate Governance

Company Results

The revised Risk Management Policy allocates oversight responsibility to the Board and the Audit Committee, whilst the

establishment of risk management procedures, compliance and control rests with the Chief Executive Ofﬁ cer, Chief Financial

Ofﬁ cer and senior executives and, at a daily operating level, with departmental managers, line managers and individuals as part

of regular business conduct.

During the reporting period, both the Audit Committee and the Board received periodic presentations from management regarding

strategies and procedures implemented by the Company to mitigate against signiﬁ cant risks to the business. A summary of the

Company’s Risk Management Policy is available on the Company’s website; however, given the commercially sensitive nature of

its content, details of the Company’s Risk Management Plan have not been made public.

5. MARKET DISCLOSURE & SHAREHOLDER RIGHTS

5.1 Market disclosure

During FY2004, the Board adopted a Market Disclosure Policy, developed in accordance with the ASX Principles. A review of the
Market Disclosure Policy during the ﬁ nal quarter of FY2006 concluded that both the continuous and periodic reporting obligations
imposed under the ASX Listing Rules, and the Company’s internal procedures, were well understood by senior management.

Infomedia remains committed to providing relevant, timely and accurate information to the market regarding ﬁ nancial information,

performance, ownership and governance. A summary of the Market Disclosure Policy can be found on the Company’s website.

5.2 Communicating with shareholders

Through a series of initiatives, Infomedia continues to demonstrate its commitment to promoting effective communication with

all shareholders. The Company continues to embrace and develop its online content delivery for shareholders via the Company

website where the following documents are located:

•

this Corporate Governance Statement;

summaries of the various corporate governance charters, policies and guidelines;

annual, half yearly and quarterly reports;

a synopsis of the Infomedia business model;

• media releases, achievements, share price information;

•

relevant notices relating to members’ meetings; and

the Company’s July 2000 Prospectus.

Infomedia has considered and adopted, as appropriate to its circumstances, the various methods of electronic communications

contemplated by the ASX Principles.

5.3 Shareholder participation

Shareholder participation at general meetings is always encouraged. As usual, Infomedia’s independent auditor, Ernst & Young,

will be present during the FY2011 Annual General Meeting and will be available to answer shareholder questions at that time.

Corporate Governance

77.

Company Results

6. EXECUTIVE & NON-EXECUTIVE REMUNERATION

6.1

Infomedia’s remuneration and performance review policies

Upon recommendation of the then Remuneration and Nomination Committee, the Board adopted a Remuneration and
Performance Evaluation Policy (Remuneration Policy) for Directors and senior executives in July 2004.

The Remuneration Policy outlines the criteria for assessing the performance of the Board as a whole, the Directors as individuals,

the Chairman of the Board and the senior executives. Further, it aims to provide a framework for structuring total remuneration that:

(a)

facilitates both the short and long term growth and success of the Company;

(b)

implements a mixture of ﬁ xed, performance and equity based incentives;

(c)

is competitive with the market place; and

(d) which is demonstrably linked to the Company’s overall performance.

The Company also has two equity based incentive plans:

(a) an Employee Option Plan, applicable to certain eligible employees, including senior executives and executive Directors; and

(b) an Employee Share Plan, applicable to all permanent employees of one or more years of service, including senior executives

but excluding both executive and non-executive Directors.

These plans were established prior to Infomedia’s listing in August 2000 in accordance with both the Corporations Act and the
ASX Listing Rules and were disclosed in the 14 July 2000 prospectus. In June 2005, the Board resolved to suspend the Employee
Share Plan indeﬁ nitely.

Further details of senior executive remuneration under the Employee Option Plan is included in the Remuneration Report.

6.2 Remuneration dichotomy – Executive versus Non-Executive

The Remuneration Policy (refer paragraph 6.1 above) was formulated with regard to the best practice measures contained in the
commentary to Principle 8 of the ASX Principles.

The range of remuneration incentives available* to Executive and Non-Executive Directors and staff is summarised in the table below:

Components of Executive
Director Remuneration*

Components of Non-Executive
Director Remuneration

Components of Non-Executive
Staff Remuneration

• Directors’ fees

• Salary

• Statutory Superannuation
contributions

• Statutory Superannuation

contributions

• Incentive payments

• Share options

• Retirement beneﬁ ts

* Note – the listed incentives for Executive Directors are optional and at the discretion of the Board

78.

Additional Information

Company Results

Top 20 Holdings as at 02-09-2011

Holder Name

WISER EQUITY PTY LTD

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

YARRAGENE PTY LTD

CITICORP NOMINEES PTY LIMITED

MR ANDREW PATTINSON

J P MORGAN NOMINEES AUSTRALIA LIMITED
EQUITAS NOMINEES PTY LIMITED <2874398 A/C>

NATIONAL NOMINEES LIMITED

TOM HADLEY ENTERPRISES PTY LTD

MR PETER ALEXANDER BROWN

WISER CENTRE PTY LTD

MR RICHARD GRAHAM

SPORRAN LEAN PTY LTD

MR PETER PAUL RAUCHFUSS & MRS PATRICIA RAUCHFUSS

WAUCHOPE & KILGOUR PTY LTD

127 VICTORIA PTY LTD

INVESTMENT CUSTODIAL SERVICES LIMITED

APPLIED SENSORS PTY LTD

MR DAVID LEROY BOYLES

MR PETER ANTHONY MCCARTHY & MRS MAUREEN HELENA MC CARTHY

Balance at
02-09-2011

101,464,342

31,522,385

23,421,589

6,163,492

2,447,567

2,371,435

1,866,599

1,497,580

1,300,000

1,000,000

926,559

649,828

595,000

557,000

528,556

500,000

33.456

10.394

7.723

2.032

0.807

0.782

0.615

0.494

0.429

0.330

0.306

0.214

0.196

0.184

0.174

0.165

Security Classes
Fully Paid Ordinary Shares

Holdings Ranges

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 – 9,999,999,999

Totals

Analysis of Holdings as at 02-09-2011

Holders

382

1,807

1,283

2,308

202

5,982

Total Units

306,161

5,785,590

10,727,314

72,757,122

213,700,668

303,276,855

0.101

1.908

3.537

23.990

70.464

100.000

Corporate Directory

79.

Corporate Directory

Infomedia Ltd

Telephone:

Facsimile:

Internet:

Directors

Company Secretary

Chief Financial Ofﬁ cer

Registered Ofﬁ ce

Auditor

Share Registry

Lawyers

357 Warringah Road
Frenchs Forest NSW 2086

ABN 63 003 326 243

+61 (02) 9454 1500

+61 (02) 9454 1844

infomedia.com.au

Richard Graham

Frances Hernon

Myer Herszberg

Nick Georges

Jonathan Pollard

357 Warringah Road
Frenchs Forest NSW 2086

Ernst & Young

Ernst & Young Centre
680 George Street
Sydney NSW 2000

Boardroom Pty Ltd
Level 7, 207 Kent Street
Sydney NSW 2000

Thomsons Lawyers
Level 25 Australia Square Tower
264 George Street
Sydney NSW 2000

Infomedia, Microcat and PartFinder are registered trademarks, and LIVE, MARKET, PartsBridge and Superservice Menus are all trademarks of Infomedia Ltd for

its business processes, software and documentation products. All other trademarks are the property of their respective owners.

80.

Notes

The future is drawn by vision and shaped by tools.

When vision and tools converge,

The future doesn’t just arrive,

It becomes.