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babcock & brown limited prospectus.pdf - Astrojapanproperty.com

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SECTION 5<br />

FINANCIAL INFORMATION<br />

Year ended 31 December ($000) 8 2003A 2004F 2005F<br />

Amortisation of goodwill (9,072) (36,287)<br />

Operating profit before tax 123,642 181,627<br />

Tax (63,195)<br />

NPAT (before deduction of BBIPL outside equity interest) 118,432<br />

Outside equity interest – 30% BBIPL 9 (35,530)<br />

Profit after tax attributable to members 82,902<br />

NOTES<br />

1. Net Revenue represents gross revenue calculated in accordance with AGAAP less cost of sales, and directly attributable expenses plus net contribution from<br />

equity accounted and consolidated non-strategic investments.<br />

2. To facilitate comparison with historical periods, and consistent with excluding the AGAAP accounting implications for the Restructure in the presentation<br />

shown above, profits or losses on the forecast sale of investments included in 2004 and 2005 Net Revenue are based on the AGAAP carrying amount of the<br />

investments at 31 December 2003 (before the fair value adjustments required as part of the Restructure) rather than the fair value of those investments which<br />

is reflected in the pro-forma statement of financial position at 31 December 2003. Net Revenue from the sale of any investments included in the statutory<br />

results of the Babcock & Brown Group for the period from 1 October 2004 to 31 December 2004 will be based on the fair value of those investments as at<br />

the date of the Restructure. Had 2004 and 2005 Forecast Net Revenue (and earnings) been based on fair value at 31 December 2003, forecast operating profit<br />

before goodwill amortisation and tax in 2004 and 2005 would decrease by $9.6 million and $0.3 million respectively. It should be noted that these amounts<br />

are discussed in this note for completeness only. In particular the pro-forma consolidated net profit before tax and goodwill amortisation of the restructured<br />

Group for the year ending 31 December 2004 that is discussed in Section 5.3.2.4 in relation to the allocation of carrying between pre- and post-IPO<br />

shareholders will calculate profits or losses on the sale of investments in 2004 based on the AGAAP carrying amount of those investments at 31 December<br />

2004 and not their fair value.<br />

3. The forecast financial information for 2004 and 2005 includes amortisation of goodwill. Goodwill of approximately $726 million is reflected in the AGAAP<br />

pro-forma balance sheet at 31 December 2003.The actual amount of goodwill that will be reflected in the Group’s statutory financial statements will only<br />

become known after the Restructure. Under AGAAP, this goodwill must be amortised over a period not exceeding 20 years. Goodwill is not amortised under<br />

Australian IFRS and because of accounting for the Restructure under Australian IFRS (see (a) in Section 5.4.4) no goodwill is expected to arise.<br />

4. Consistent with Babcock & Brown’s intentions, the forecast bonus for 2004 assumes that the full amount of the bonus pool, calculated in accordance with the<br />

remuneration policy outlined in Sections 4.7.2 and 4.7.4, will be paid in cash or cash equivalents.Therefore the full amount of the forecast bonus pool is<br />

expensed during 2004. In 2005, based on forecast exchange rates, the total bonus pool is forecast to be $178.4 million consistent with the stated remuneration<br />

policy. However, of this amount $24.5 million is expected to be treated as Bonus Deferral Rights (see Section 4.7.5). As the Bonus Deferral Rights relate to<br />

equity transactions there is no requirement under AGAAP to recognise an expense for this amount.The forecast AGAAP 2005 bonus expense based on<br />

forecast exchange rates is therefore $153.9 million.Were Babcock & Brown to elect to recognise an expense, the value attributed to the rights would be<br />

recognised as an expense over the vesting period of the rights consistent with Australian IFRS (see footnote 5, Section 5.4.2). In addition, consistent with<br />

current AGAAP, no amount has been forecast as an expense in the AGAAP pro-forma Forecasts in respect of Shares and Options allocated to the Employee<br />

Trusts (see Section 4.7.7) in either 2004 or 2005.<br />

5. The forecast bonus expense in 2004 and 2005 includes forecast amounts payable in connection with forecast ringfenced revenue as discussed in Section 4.7.3.<br />

6. Restructure costs – business closure relates to redundancy costs and related expenditure in connection with the effective closure in 2004 of the Group’s US tax<br />

exempt cross border leasing activities due to changes in US tax laws and to provisions associated with assignment of the lease on the Group’s existing New<br />

York Office space and moving to smaller premises.<br />

7. Total transaction costs of the IPO and Restructure amount to $28.5 million as set out in Section 8.11. Of this amount, $27 million is directly attributable to<br />

the capital raising and has been netted off against the Offer Proceeds consistent with AGAAP.The remainder, amounting to $1.5 million will be expensed<br />

during 2004.<br />

8. The difference between Net Revenue, net corporate interest income, operating costs, operating profit before bonuses and bonuses set out above for 2005 and<br />

the equivalent amounts in the Restated Financial Information in Section 5.2.2, relates solely to the application of forecast exchange rates for 2005 compared<br />

to the constant exchange rates based on the 2004 forecast exchange rate assumptions used in the Restated Financial Information.<br />

9. For statutory purposes Babcock & Brown will only own 70% of BBIPL. In Babcock & Brown’s consolidated financial statements the 30% interest in BBIPL<br />

held by the pre-IPO US Executive Stakeholders will be treated as an outside equity interest.The final interest may be subject to adjustment as referred to in<br />

Section 4.7.8.<br />

10.At 31 December 2003 and at the date of this Prospectus, Babcock & Brown held an effective 19.9% interest in Primelife Corporation Ltd which is reflected<br />

in the pro-forma statement of financial position at 31 December 2003 and in the Forecasts as an equity accounted investment. In August 2004, PrimeLife<br />

announced an expected loss for the year ended 30 June 2004 of $78 million.The equity accounted portion of this loss has been offset by a gain on the<br />

settlement of a financing liability for this investment.<br />

11.As noted in Section 5.3.2, the Forecast has been prepared before currency gains, losses and costs.The Group expects to make currency gains of approximately<br />

$3.8 million in 2004 on the close-out of hedges relating to the Group’s Australian operations and earnings and other foreign exchange differences.<br />

118

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