Lead Manager

More documents

Recommendations

Info

SECTION 5 FINANCIAL INFORMATION 124 Post-IPO Shareholders should be aware that as a consequence of the method by which the Group is endeavouring to provide a minimum level of after tax earnings for the last quarter of the 2004 year as set out above, in the circumstances where the actual after tax earnings of the Group during that period exceed that minimum, a portion of that excess will be paid to the pre-IPO owners in accordance with the formula above. At or about the time of the release of its statutory financial results for the period to 31 December 2004, Babcock & Brown will also release the pro-forma statement of financial performance for the restructured Group for the year ending 31 December 2004 which is used to determine the pro-forma net profit before tax referred to in item a(ii) of the above formula. The cash balance in the pro-forma statement of financial position as at 31 December 2003 is net of the pre-IPO distribution of approximately $128 million to the pre-IPO owners.This distribution was sized to allow every Executive Stakeholder to meet its liability for tax arising from the Restructure.This distribution plus the $60 million payment referred to above will, in part, be met from the Executive Stakeholder loan repayments referred to in Section 8.3.3 and may, to the extent that the cash balance has been invested since the balance date, be met from the IPO proceeds. 5.4 AUSTRALIAN IFRS FINANCIAL INFORMATION 5.4.1 Adoption of International Accounting Standards For reporting periods beginning on or after 1 January 2005, Babcock & Brown will be required to comply with Australian equivalent International Financial Reporting Standards (Australian IFRS) as issued by the Australian Accounting Standards Board (AASB). The financial information presented in this document that is referred to as being presented on an Australian IFRS basis reflects the series of standards adopted by the AASB in July 2004. To provide an indication of the impact of Australian IFRS on the performance and position of the Group, the Group has prepared a pro-forma statement of financial performance for the year ended 31 December 2003, pro-forma forecasts of financial performance for the years ending 31 December 2004 and 2005 and a pro-forma statement of financial position as at 31 December 2003 under Australian IFRS on a basis otherwise consistent with the equivalent AGAAP Financial Information in Section 5.3.This information is presented below with a summary of some of the key differences between AGAAP and Australian IFRS set out in Section 5.4.4. Detailed reconciliations between the historical financial information prepared under AGAAP and under Australian IFRS are set out in notes 5 and 6 of Appendix A. As outlined in note (a) in Section 5.4.4, the accounting for the Restructure under Australian IFRS is significantly different than under AGAAP. Investors are advised to review the Australian IFRS pro-forma Forecasts in conjunction with the description of the basis of preparation of the AGAAP pro-forma Forecasts set out in Section 5.3.2. The Australian IFRS pro-forma Forecast set out in Section 5.4.2 has been presented before: • The Australian IFRS accounting implications for the Restructure • Income tax in relation to 2004 • Outside equity interest relating to interests of the pre-IPO US Executive Stakeholders held directly in BBIPL under the new structure in relation to 2004 • Currency gains, losses or costs but after the: • Offer Proceeds net of IPO and capital raising costs of $523 million • Transaction costs associated with the Restructure that, for Australian IFRS accounting purposes, are required to be expensed rather than offset against the proceeds of the capital raising Babcock & Brown will present actual results for 2005 under Australian IFRS. Comparative Australian IFRS information will also be presented with the actual results for 2005.
BABCOCK & BROWN PROSPECTUS 5.4.2 Pro-forma summary of forecast financial performance under Australian IFRS Year to 31 December ($000) 2003A 2004F 2005F $:US$ exchange rate 0.6529 0.7220 0.7000 Net Revenue by division – Real Estate 73,723 88,582 119,462 – Infrastructure and Project Finance 93,283 104,111 158,956 – Operating Leasing 88,142 101,619 126,433 – Structured Finance 137,761 96,524 99,215 – Corporate Principal Investment and Funds Management 42,747 38,328 29,253 Net Revenue 1 2 435,656 429,164 533,319 Other revenue 1,188 Net corporate interest income/(expense) (1,328) 5,759 20,977 Operating costs – Payroll and related (96,714) (90,272) (108,214) – Facilities (29,300) (26,811) (24,879) – Other (53,737) (42,762) (49,389) Operating costs 3 (179,751) (159,845) (182,482) Operating profit before bonuses, restructuring costs and goodwill amortisation 4 255,765 275,078 371,814 Bonus expense (pro-forma) 5 6 (133,009) (180,500) Operating profit before restructuring costs and goodwill amortisation 142,069 191,314 Restructure costs – business closure 7 (8,300) Restructure costs – IPO corporate structure 8 (1,500) Operating profit before tax 10 132,269 191,314 Tax (55,481) NPAT (before deduction for BBIPL outside equity interest 9 ) 135,833 Outside equity interest – 30% BBIPL 9 (40,750) Profit after tax attributable to members 95,083 NOTES 1. Net Revenue represents gross revenue calculated in accordance with Australian IFRS less cost of sales and, directly attributable expenses plus net contribution from equity accounted and consolidated non-strategic investments. 2. As noted in Section 5.4.4(a) below, accounting for the Restructure of the Babcock & Brown Group under Australian IFRS will not involve revaluing all assets and liabilities to fair value on the date of the Restructure.The carrying amount/fair value difference (see footnote 2, Section 5.3.2.1) that arises in the AGAAP statutory accounts will not therefore arise under Australian IFRS. 3. Operating costs comprise total expenses calculated in accordance with Australian IFRS but exclude cost of sales, expenses directly related to transactions, expenses of consolidated but non-strategic investments, bonuses and restructuring costs. 4. As noted in Section 5.4.4(a) no significant new goodwill is expected to arise under Australian IFRS as a result of the Restructure. Should any goodwill arise because of the Restructure, Australian IFRS does not require amortisation of that goodwill. 5. 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 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 expensed during 2004. In 2005, the total bonus pool is forecast to be $178.4 million consistent with the stated remuneration policy. However, of this amount $24.5 million is expected to treated as Bonus Deferral Rights (see Section 4.7.5). Under Australian IFRS the Bonus Deferral Rights are treated as equity transactions and the related expense is recognised on a pro rata basis from the date the related service commences (1 January 2005) to the vesting date (approximately five years).The expense will be recognised in equal instalments over the 2005-2009 financial years.The expense recognised in 2005 is $4.7 million. In addition,Australian IFRS requires that an expense be recognised for the Shares and Options allocated to the Employee Trusts (see Section 4.7.7).The expense for the Shares and Options allocated to the Employee Trusts is recognised on a pro rata basis from the grant date to the vesting date (approximately four years).The expense recognised in 2004 and 2005 in respect of the Shares and Options allocated to the Employee Trusts is $5.5 million and $21.9 million respectively.This expense will be subject to revision at the IPO date. 125
Page 1 and 2:
Lead Manager
Page 3 and 4:
BABCOCK & BROWN PROSPECTUS TABLE OF
Page 5 and 6:
BABCOCK & BROWN PROSPECTUS KEY OFFE
Page 7:
BABCOCK & BROWN PROSPECTUS 5
Page 11:
Page 15:
Page 20 and 21:
SECTION 1 SUMMARY OF KEY INFORMATIO
Page 22 and 23:
Page 24 and 25:
Page 26:
Page 29 and 30:
BABCOCK & BROWN PROSPECTUS 2.2 PURP
Page 31 and 32:
BABCOCK & BROWN PROSPECTUS 2.5 OWNE
Page 33 and 34:
BABCOCK & BROWN PROSPECTUS 2.8 FOUN
Page 35 and 36:
BABCOCK & BROWN PROSPECTUS 2.11 ASX
Page 38 and 39:
SECTION 3 BUSINESS OVERVIEW 3 BUSIN
Page 40 and 41:
SECTION 3 BUSINESS OVERVIEW Babcock
Page 42 and 43:
SECTION 3 BUSINESS OVERVIEW Babcock
Page 44 and 45:
SECTION 3 BUSINESS OVERVIEW Financi
Page 46 and 47:
SECTION 3 BUSINESS OVERVIEW Backgro
Page 48 and 49:
SECTION 3 BUSINESS OVERVIEW Princip
Page 50 and 51:
SECTION 3 BUSINESS OVERVIEW Europea
Page 52 and 53:
SECTION 3 BUSINESS OVERVIEW Acceler
Page 54 and 55:
SECTION 3 BUSINESS OVERVIEW • New
Page 56 and 57:
SECTION 3 BUSINESS OVERVIEW In 1996
Page 58 and 59:
SECTION 3 BUSINESS OVERVIEW Case st
Page 60 and 61:
SECTION 3 BUSINESS OVERVIEW Power t
Page 62 and 63:
SECTION 3 BUSINESS OVERVIEW Selecte
Page 64 and 65:
SECTION 3 BUSINESS OVERVIEW Future
Page 66 and 67:
SECTION 3 BUSINESS OVERVIEW Forecas
Page 68 and 69:
SECTION 3 BUSINESS OVERVIEW Backgro
Page 70 and 71:
SECTION 3 BUSINESS OVERVIEW The com
Page 72 and 73:
SECTION 3 BUSINESS OVERVIEW Railcar
Page 74 and 75:
SECTION 3 BUSINESS OVERVIEW The sem
Page 76 and 77: SECTION 3 BUSINESS OVERVIEW Financi
Page 78 and 79: SECTION 3 BUSINESS OVERVIEW STRUCTU
Page 80 and 81: SECTION 3 BUSINESS OVERVIEW Key dri
Page 82 and 83: SECTION 3 BUSINESS OVERVIEW Other O
Page 84 and 85: SECTION 3 BUSINESS OVERVIEW Future
Page 86 and 87: SECTION 3 BUSINESS OVERVIEW CORPORA
Page 88 and 89: SECTION 3 BUSINESS OVERVIEW Case st
Page 90: SECTION 3 BUSINESS OVERVIEW Financi
Page 93 and 94: BABCOCK & BROWN PROSPECTUS Elizabet
Page 95 and 96: BABCOCK & BROWN PROSPECTUS Steven Z
Page 97 and 98: BABCOCK & BROWN PROSPECTUS 4.5.1 Au
Page 99 and 100: BABCOCK & BROWN PROSPECTUS As these
Page 101 and 102: BABCOCK & BROWN PROSPECTUS • Empl
Page 103 and 104: BABCOCK & BROWN PROSPECTUS In analy
Page 105 and 106: 103
Page 107 and 108: BABCOCK & BROWN PROSPECTUS The AGAA
Page 109 and 110: BABCOCK & BROWN PROSPECTUS 5.2.2 Su
Page 111 and 112: BABCOCK & BROWN PROSPECTUS As at 31
Page 113 and 114: BABCOCK & BROWN PROSPECTUS PRO-FORM
Page 115 and 116: BABCOCK & BROWN PROSPECTUS Year end
Page 117 and 118: BABCOCK & BROWN PROSPECTUS As at 31
Page 119 and 120: BABCOCK & BROWN PROSPECTUS It shoul
Page 121 and 122: BABCOCK & BROWN PROSPECTUS 5.3.2.2
Page 123 and 124: BABCOCK & BROWN PROSPECTUS Net corp
Page 125: BABCOCK & BROWN PROSPECTUS 5.3.2.4
Page 129 and 130: BABCOCK & BROWN PROSPECTUS 5.4.3 Pr
Page 131 and 132: BABCOCK & BROWN PROSPECTUS (d) Fina
Page 133 and 134: BABCOCK & BROWN PROSPECTUS INDEPEND
Page 135 and 136: BABCOCK & BROWN PROSPECTUS read in
Page 137 and 138: BABCOCK & BROWN PROSPECTUS The Erns
Page 139 and 140: BABCOCK & BROWN PROSPECTUS Our revi
Page 141 and 142: 139
Page 143 and 144: BABCOCK & BROWN PROSPECTUS 7.1.5 Re
Page 145 and 146: BABCOCK & BROWN PROSPECTUS • a pr
Page 147 and 148: BABCOCK & BROWN PROSPECTUS 7.1.25 A
Page 149 and 150: 147
Page 151 and 152: BABCOCK & BROWN PROSPECTUS 8.2.4 Is
Page 153 and 154: BABCOCK & BROWN PROSPECTUS Collecti
Page 155 and 156: BABCOCK & BROWN PROSPECTUS Specific
Page 157 and 158: BABCOCK & BROWN PROSPECTUS Similarl
Page 159 and 160: BABCOCK & BROWN PROSPECTUS Another
Page 161 and 162: BABCOCK & BROWN PROSPECTUS • * Af
Page 163 and 164: BABCOCK & BROWN PROSPECTUS In the e
Page 165 and 166: BABCOCK & BROWN PROSPECTUS • Erns
Page 167 and 168: 165
Page 169 and 170: BABCOCK & BROWN PROSPECTUS Term Def
Page 171 and 172: BABCOCK & BROWN PROSPECTUS Term GST
Page 173 and 174: APPENDIX A PRO-FORMA CONSOLIDATED F
Page 175 and 176: BABCOCK & BROWN PROSPECTUS AGAAP CO
Page 177 and 178:
BABCOCK & BROWN PROSPECTUS AUSTRALI
Page 179 and 180:
BABCOCK & BROWN PROSPECTUS 1. SUMMA
Page 181 and 182:
BABCOCK & BROWN PROSPECTUS Deprecia
Page 183 and 184:
BABCOCK & BROWN PROSPECTUS Any leas
Page 185 and 186:
BABCOCK & BROWN PROSPECTUS 2. CONSO
Page 187 and 188:
BABCOCK & BROWN PROSPECTUS 3. PRO-F
Page 189 and 190:
BABCOCK & BROWN PROSPECTUS AGAAP re
Page 191 and 192:
BABCOCK & BROWN PROSPECTUS 6. RECON
Page 193 and 194:
BABCOCK & BROWN PROSPECTUS 7. REVEN
Page 195 and 196:
BABCOCK & BROWN PROSPECTUS 9. GAINS
Page 197 and 198:
BABCOCK & BROWN PROSPECTUS 14. INVE
Page 199 and 200:
BABCOCK & BROWN PROSPECTUS For enti
Page 201 and 202:
BABCOCK & BROWN PROSPECTUS 19. PROP
Page 203 and 204:
BABCOCK & BROWN PROSPECTUS 25. DEPO
Page 205 and 206:
BABCOCK & BROWN PROSPECTUS Margin L
Page 207 and 208:
BABCOCK & BROWN PROSPECTUS 33. RELA
Page 209 and 210:
BABCOCK & BROWN PROSPECTUS 36. INVE
Page 211 and 212:
BABCOCK & BROWN PROSPECTUS Country
Page 213 and 214:
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
BABCOCK & BROWN PROSPECTUS 38. SEGM
Page 223 and 224:
BABCOCK & BROWN PROSPECTUS Other Se
Page 225 and 226:
BABCOCK & BROWN PROSPECTUS 39. FINA
Page 227:
BABCOCK & BROWN PROSPECTUS CORPORAT
show all

Lead Manager

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?