SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
September 25, 2003
Commission File number: 2-6860
JUPITERS LIMITED
-----------------------------------
NAME OF YOUR COMPANY
Level 9, Niecon Tower
17 Victoria Avenue
P.O. Box 1400
Broadbeach, QLD 4218
Australia
----------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JUPITERS LIMITED
By: /s/Laurence Martin Carsley
---------------------------
Laurence Martin Carsley
DATE: September 25, 2003 Company Secretary
[LETTERHEAD OF JUPITERS LIMITED]
25 September 2003
LODGMENT OF ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2003
In accordance with Listing Rule 4.5.1, we enclose Jupiters Limited's Annual
Report for the year ended 30 June 2003, as lodged with ASIC today.
- --------------------------------------
Jupiters Limited is a listed company with interests in tourism, leisure and
gaming. It owns Jupiters Casino on the Gold Coast, Treasury Casino in Brisbane,
Jupiters Townsville Hotel and Casino and Marina. In addition, the Company
operates Keno in Queensland and New South Wales, online sportsbetting through
Centrebet based in the Northern Territory and provides technology services.
Jupiters Limited is based on the Gold Coast, Queensland, has almost 30,000
investors in ordinary shares, approximately 4,800 Jupiters RPS securityholders
and employs over 5,000 staff.
JUPITERS LIMITED
A.C.N. 010 741 045
AND ITS CONTROLLED ENTITIES
DIRECTORS' REPORT
The Directors take pleasure in submitting their report and the financial report
of Jupiters Limited (the "Company") and its controlled entities (the
"Consolidated Entity") for the year ended 30 June 2003.
DIRECTORS
The Directors in office during or since the end of the financial year are:
LAWRENCE J. WILLETT AO - Chairman
Mr Willett was appointed Chairman of Jupiters Limited in April 1991. Mr Willett
has wide experience in business and industry as well as public administration.
Mr Willett is a Past National President of the Property Council of Australia and
is a Director of ANZ Executors and Trustee Company Limited and Commonwealth Club
Limited. Mr Willett is also Chancellor of Charles Sturt University.
ROBERT A. HINES - Managing Director and Chief Executive Officer
Mr Hines was appointed Managing Director of Jupiters Limited on 6 July 2001. Mr
Hines is the former Managing Director of AWA Limited which was acquired by
Jupiters Limited in January 2000. Mr Hines is a member of the Council of the
Australian Institute of Company Directors, Queensland Division and a
Non-Executive Director of VeCommerce Limited.
SIR FRANCIS MOORE AO
Sir Frank was Chairman of Australian Tourism Industry Association (1983-1995)
and was Chairman of the Queensland Tourist and Travel Corporation from 1979 to
1990. He was Chairman of the National Centre for Studies in Travel and Tourism
from 1987 to 1993 and a member of the Queensland Licensing Commission from 1979
to 1990. Presently Sir Frank is Chairman of Cooperative Research Centre for
Sustainable Tourism, Tourism Forecasting Council of Australia, Apec
International Centre for Sustainable Tourism and Green Globe Asia Pacific Pty
Ltd. Sir Frank is also a Director of Gold Coast Airport Limited and a Councillor
of the World Travel and Tourism Council (London).
PENELOPE MORRIS AM, B.ARCH (HONS), M.ENV.SCI, DIP CD, FRAIA, FAICD
Ms Morris is a Fellow of both the Royal Australian Institute of Architects and
the Australian Institute of Company Directors. In the past she has held
executive board and trust positions with the Lend Lease Group. She is presently
a Director of Country Road Limited, Sydney Harbour Foreshore Authority and
Landcom and a former Director of Australia Post, Colonial State Bank, Howard
Smith, Energy Australia and Indigenous Land Corporation. In June 2002, Ms Morris
was awarded a Member of the Order of Australia.
JOHN D. STORY B.A., LLB
Mr Story is a Solicitor of the Supreme Court of Queensland. He is non-executive
Chairman of the Board of Corrs Chambers Westgarth, having been a partner
practicing in the areas of corporate and commercial law for over thirty years.
Prior to his appointment as a Director, he acted in the formation and
establishment of both Jupiters Trust and Jupiters Limited. He is also Chairman
of Suncorp Metway Limited and a Director of CSR Limited, Ruralco Holdings
Limited and Australian Magnesium Corporation Limited.
1
PRINCIPAL ACTIVITIES
The principal activities of Jupiters Limited and its controlled entities during
the year ended 30 June 2003 were the operation of hotel casino properties on the
Gold Coast, in Brisbane and in Townsville, the operation of wide area keno
gaming in Queensland and New South Wales, the provision of gaming machine
monitoring services in Queensland, the operation of an international fixed odds
sports book from the Northern Territory and the provision of information
technology support services throughout Australia. The Company is also a supplier
of racing and gaming systems to licensed operators internationally. The Company
expects to sell the international fixed odds sports book business in the year
ending 30 June 2004.
MERGER WITH TABCORP HOLDINGS LIMITED
On 5 March 2003, the Company and TABCORP Holdings Limited ("TABCORP") announced
a proposal to merge pursuant to schemes of arrangement under the Corporations
Act (2001). Reference should be made to Note 29 in the attached Financial Report
for details pertaining this matter.
PROFIT AND DIVIDENDS
The net profit after income tax of the Consolidated Entity for the year ended 30
June 2003 was $58,518,685 (2002: $78,069,335).
The Directors have declared a final fully franked dividend of 12 cents per
ordinary share in respect of the year ended 30 June 2003.
Dividends paid since 30 June 2002 have been a final fully franked dividend of 11
cents per ordinary share in respect of the year ended on that date (as reported
in the 2002 Directors' Report) and an interim fully franked dividend of 11 cents
per ordinary share in respect of the year ended 30 June 2003.
The reset preference share dividends are included as borrowing costs in the
Statements of Financial Performance.
REVIEW OF OPERATIONS
Net profit for the year ended 30 June 2003 was $58.5 million compared with $78.1
million in the previous year. Significant matters pertaining to operations
during the financial year were:
- - Operating revenues decreased by $7.4 million on the previous year
primarily due to poor performances in land based and sportsbetting
operations, partially offset by continued improvements in wide area and
technology operations. However, land based operations were impacted by
below theoretical win rates in international commission business this
year as compared to the above theoretical win rates in the prior year.
Also there was a temporary effect on international inbound tourism
caused by the Severe Acute Respiratory Syndrome (SARS) epidemic.
- - As a result of the movement in revenue, earnings before interest, tax,
depreciation and amortisation decreased to $178.7 million (2002: $207.3
million).
- - During the year the Company increased its ownership interest in
Breakwater Island Trust to 100% (Refer Note 20(d)).
STATE OF AFFAIRS AND EVENTS SUBSEQUENT TO BALANCE DATE
In the opinion of the Directors, there were no significant changes in the state
of affairs of the Consolidated Entity that occurred during the year not
otherwise disclosed in this report or the financial report. There has not arisen
in the interval between the end of the year and the date of this report any
matter or circumstance which has or may significantly affect the operations of
the Consolidated Entity, the results of those operations or the state of affairs
of the Consolidated Entity in subsequent financial years, except as disclosed in
this report or the financial report.
2
LIKELY DEVELOPMENTS
Until the merger between Jupiters Limited and TABCORP is completed, the Company
will focus on operating its current business activities with the exception of
its fixed odds sports book business, Centrebet. The Company expects to sell the
business of Centrebet in the year ending 30 June 2004.
DIRECTORS' SHAREHOLDINGS
Particulars of shares in Jupiters Limited in which Directors have a relevant
interest at the date of this report are as follows:
Relevant Interests Spouse Interests
---------------------------- ---------------------------
Reset Reset
Ordinary Preference Ordinary Preference
Shares Shares Shares Shares
-------- ---------- -------- ----------
L.J. Willett 10,163 - 7,000 500
R.A. Hines 30,125 30 - -
Sir F. Moore 41,868 500 12,260 -
J.D. Story 32,500 - - -
DIRECTORS' BENEFITS, INSURANCE PREMIUMS AND INDEMNIFICATION OF DIRECTORS
Since 30 June 2002, no Director has received or become entitled to receive a
benefit, other than benefits that would be included in the aggregate amount of
remuneration received or due and receivable by Directors shown in the financial
report or the fixed salary of a full time employee of the Company or a related
entity, by reason of a contract made by the Company or a related entity with the
Director or with a firm of which they are a member, or with a company in which
they have a substantial financial interest, except as disclosed in the
accompanying financial report and associated notes.
During the year ended 30 June 2003, the Company incurred an insurance premium in
respect of a contract insuring its Directors and former Directors against
liabilities arising as a result of work performed in their capacity as Directors
of the Company. Details of the nature of the liabilities covered or the amount
of the premium paid in respect of the insurance contract are not detailed here,
as such disclosure is prohibited under the terms of the contract.
Jupiters Limited has entered into agreements with each of the Directors and the
Company Secretary to indemnify them against any liability incurred in connection
with or as a consequence of acting in their capacity as Directors or Company
Secretary and other approved capacities of the Company and any controlled
entities. The Company has agreed to indemnify them against any liability for
legal costs incurred by them in investigating or defending legal actions against
them as a consequence of acting in their capacity as Directors or Company
Secretary. The indemnity does not extend to matters against which the Directors
and the Company Secretary may not be indemnified in accordance with the
Corporations Act (2001). Pursuant to the agreements, the Company may lend funds
to such persons to cover legal costs pending the outcome of any legal
proceedings on such terms (including terms relating to interest, repayment and
security) as the Company thinks fit.
DIRECTORS' REMUNERATION
The remuneration of Directors is subject to periodic review by the Remuneration
Committee and is set following consideration of advice from independent
remuneration consultants. The maximum level of Directors' fees payable annually
to non-executive Directors is approved by the ordinary shareholders.
The remuneration of the Managing Director is reviewed periodically by the
Remuneration Committee and set following consideration of the individual's
performance and advice from independent remuneration consultants.
The incentive plan arrangement for the Managing Director is designed to align
his interests with those of the Company's shareholders and to encourage
performance at the highest levels. This arrangement is based on the achievement
of specific individual and company performance targets.
3
Directors' remuneration in respect of the financial year is as follows:
Long-Term
Annual Emoluments Emoluments
------------------------------------------------------------ -------------
Other Superannuation
Salary / Fees Options* Incentive Benefits** Contributions Total
$ $ $ $ $ $
L.J. Willett 183,750 - - - 15,188 198,938
Sir F. Moore 90,000 - - - - 90,000
P. Morris 90,000 - - - 6,750 96,750
J.D. Story 90,000 - - - 6,750 96,750
R.A. Hines 729,670 188,333 208,000 74,885 10,519 1,211,407
* refer section headed Options below
** inclusive of fringe benefits tax
In addition to the above remuneration paid by Jupiters Limited, Messrs Willett,
Moore and Story were paid remuneration by a controlled entity (Breakwater Island
Limited) in their capacities as directors of that entity. Mr Willett was paid
$24,176 in fees plus $2,175 in superannuation contributions. Sir Frank Moore was
paid $17,568 in fees. Mr Story was paid $16,118 in fees plus $1,450 in
superannuation contributions.
EXECUTIVE OFFICERS' REMUNERATION
The remuneration of Executive Officers of the Company is reviewed periodically
by the Remuneration Committee of the Board and set following consideration of
the performance of the persons concerned and advice from independent
remuneration consultants.
The incentive plan arrangements for Executive Officers are designed to align the
executives' interests with those of the Company's shareholders and to encourage
performance at the highest levels. These arrangements are based on the
achievement of specific individual and company performance targets.
Executive Officers' remuneration in respect of the financial year is set out
below. Executive Officers are those officers of the Company who are involved in,
concerned with, or take part in the strategic management of the affairs of the
Consolidated Entity. These individuals, together with the Managing Director,
comprise the Consolidated Entity's complete senior executive team.
Long-Term
Annual Emoluments Emoluments
-------------------------------------------------------- --------------
Other Superannuation
Salary Options* Incentive Benefits** Contributions Total
$ $ $ $ $ $
L.M. Carsley 357,924 56,500 150,000 42,818 10,519 617,761
P.C. Trathen 362,924 56,500 100,000 28,243 10,519 558,186
P.B. Morgan 314,037 37,667 25,000 26,018 10,519 413,241
* refer section headed Options below
** inclusive of fringe benefits tax
4
OPTIONS
During the previous financial year, the Company granted options over unissued
ordinary shares to the following Executive Officers and Managing Director of the
Company. The Managing Director's options were approved by shareholders.
The options were valued at $1.13 on average on the initial grant date based on a
calculation using the internationally accepted Black Scholes option pricing
methodology performed by an independent specialist. However, the percentage of
options which can be exercised will be determined by the Company's performance
as measured by Total Shareholder Return ("TSR") relative to the TSR's of the
individual companies in a peer group. In accordance with the terms of the
proposed merger between the Company and TABCORP, TABCORP has offered to acquire
all outstanding options for at least $2.07 each. Refer to Note 29 in the
accompanying financial report for details.
For the purposes of valuing the remuneration of the Managing Director and
Executive Officers, a pro rata (one third) portion of the full options valuation
determined on the initial grant date has been allocated to the year ended 30
June 2003. This allocation has not been expensed in the Statement of Financial
Performance.
Number of Options
Granted Exercise Price Expiry Date
----------------- -------------- --------------
R.A. Hines 500,000 $ 4.54 30 August 2011
L.M. Carsley 150,000 $ 4.54 30 August 2011
P.C. Trathen 150,000 $ 4.54 30 August 2011
P.B. Morgan 100,000 $ 4.54 30 August 2011
At the date of this report the following options over unissued ordinary shares
of the Company were outstanding:
Expiry Date Exercise Price Number of Options
- --------------- -------------- -----------------
30 August 2011 $ 4.54 1,470,000
5 November 2011 $ 4.38 50,000
During or since the end of the financial year there were 14,750 options
exercised and 125,250 options expired.
DIRECTORS' MEETINGS
The number of Directors' meetings (including meetings of committees of
Directors) and the number of meetings attended by each of the Directors of the
Company during the financial year were as follows:
DIRECTOR BOARD AUDIT REMUNERATION COMPLIANCE
COMMITTEE COMMITTEE COMMITTEE
A B A B A B A B
- ----------------------------------------------------------------------------------------------------------
Mr L. J. Willett 17 17 2 2 1 1 - -
- ----------------------------------------------------------------------------------------------------------
Mr R. A. Hines 17 17 - - - - - -
- ----------------------------------------------------------------------------------------------------------
Sir Frank Moore 17 17 2 2 - - 4 4
- ----------------------------------------------------------------------------------------------------------
Ms P. Morris 16 17 2 2 1 1 - -
- ----------------------------------------------------------------------------------------------------------
Mr J. D. Story 17 17 2 2 1 1 - -
- ----------------------------------------------------------------------------------------------------------
A - Number of meetings attended
B - Number of meetings eligible to attend
Ms Morris is Chairman of, and Mr Hines is a member of, the Merger Due Diligence
Committee and both Directors attended the six meetings held during the financial
year. Mr Story is Chairman of the Centrebet Sale Committee and attended the six
meetings held during the year.
5
ENVIRONMENTAL REGULATION PERFORMANCE
The Consolidated Entity's environmental obligations and waste discharge quotas
are regulated under both State and Federal law. All environmental performance
obligations are overviewed by an Executive Environmental Committee and are
subject from time to time to Government review. The Consolidated Entity has a
policy of not only complying with, but in many cases exceeding, its
environmental performance obligations. During the year ended 30 June 2003, there
were no issues of significant environmental non compliance.
ROUNDING OF AMOUNTS
The Company is a company of the kind specified in Australian Securities and
Investments Commission Class Order 98/0100. In accordance with that Class Order,
amounts in this report and the financial report have been rounded to the nearest
thousand dollars unless specifically stated to be otherwise.
Signed in accordance with a resolution of Directors.
/s/ L.J. WILLETT
L.J. WILLETT
Chairman
/s/ R.A. HINES
R.A. HINES
Managing Director
Brisbane
12 August 2003
6
JUPITERS LIMITED
A.C.N. 010 741 045
AND ITS CONTROLLED ENTITIES
STATEMENTS OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2003
Consolidated Company
------------------------ -------------------------
2003 2002 2003 2002
Note $000 $000 $000 $000
---- -------- -------- -------- --------
Operating revenues:
Casino 462,979 481,373 440,219 458,297
Hotel 134,955 125,894 117,811 109,975
Other gaming and wagering 149,767 144,345 - -
Gaming equipment sales and technology
services 36,067 39,600 15,727 16,565
-------- -------- -------- --------
783,768 791,212 573,757 584,837
Other revenue 3 3,944 5,061 54,376 16,635
-------- -------- -------- --------
Total revenue from ordinary activities 787,712 796,273 628,133 601,472
Employee related expenses (231,849) (223,449) (182,185) (178,021)
Government gaming taxes and fees/community
benefit contribution (114,454) (117,204) (91,757) (92,802)
Marketing expenses (93,980) (89,357) (85,846) (79,788)
Depreciation and amortisation expense 3 (53,968) (54,422) (30,287) (29,546)
Borrowing costs 3 (37,476) (30,350) (35,550) (28,233)
Cost of providing technology services (26,192) (24,346) - -
Commissions paid to Queensland Keno agents (25,210) (23,467) - -
Cost of goods sold (23,555) (24,569) (33,762) (33,075)
Property and energy costs (22,440) (21,096) (18,766) (18,294)
Management fees (18,549) (20,109) (18,549) (20,109)
Other expenses from ordinary activities (50,958) (42,599) (21,936) (12,517)
-------- -------- -------- --------
Profit from ordinary activities before income
tax expense 89,081 125,305 109,495 109,087
Income tax expense relating to ordinary activities 6 (30,013) (46,516) (18,113) (34,420)
-------- -------- -------- --------
Net profit - before outside equity interest 59,068 78,789 91,382 74,667
Net profit - attributable to outside equity
interest (549) (720) - -
-------- -------- -------- --------
Net profit - attributable to members of the
Company 58,519 78,069 91,382 74,667
Total expenses adjustments attributable to
members of the Company and recognised
directly in equity due to a decrease in
retained profits on adoption of revised
accounting standard AASB1028 "Employee
Benefits". 2 (170) - (96) -
-------- -------- -------- --------
Total changes in equity other than those resulting
from transactions with owners as owners
attributable to members of the Company 58,349 78,069 91,286 74,667
======== ======== ======== ========
Basic earnings per share:
Ordinary shares (cents) 5 29.0 33.6
Diluted earnings per share:
Ordinary shares (cents) 5 29.0 33.6
The accompanying notes form an integral part of
the statements of financial performance
7
JUPITERS LIMITED
A.C.N. 010 741 045
AND ITS CONTROLLED ENTITIES
STATEMENTS OF FINANCIAL POSITION
AT 30 JUNE 2003
Consolidated Company
------------------------- -------------------------
2003 2002 2003 2002
Note $000 $000 $000 $000
---- --------- --------- --------- ---------
CURRENT ASSETS:
Cash assets 77,933 85,301 56,313 58,940
Receivables 8 21,763 18,420 10,894 13,329
Inventories 13,097 14,098 11,240 7,318
Other 9 31,849 16,096 14,793 13,964
--------- --------- --------- ---------
Total current assets 144,642 133,915 93,240 93,551
--------- --------- --------- ---------
NON-CURRENT ASSETS:
Financial assets 10 - - 548,119 519,107
Property, plant and equipment 11 758,842 746,867 352,117 334,038
Intangibles 12 106,691 122,831 18,433 20,900
Deferred tax assets 3,241 - 828 -
Other 13 39,000 63,718 39,000 63,718
--------- --------- --------- ---------
Total non-current assets 907,774 933,416 958,497 937,763
--------- --------- --------- ---------
Total assets 1,052,416 1,067,331 1,051,737 1,031,314
--------- --------- --------- ---------
CURRENT LIABILITIES:
Payables 14 87,486 91,752 52,304 53,525
Interest bearing liabilities 16 45,347 1,827 45,347 1,827
Current tax liabilities 6,122 21,348 1,569 14,002
Provisions 15 20,196 38,322 14,347 32,016
Other 17 12,326 - 12,326 -
--------- --------- --------- ---------
Total current liabilities 171,477 153,249 125,893 101,370
--------- --------- --------- ---------
NON-CURRENT LIABILITIES:
Interest bearing liabilities 16 392,270 431,695 392,270 428,995
Deferred tax liabilities - 2,358 - 3,653
Provisions 15 9,705 10,622 7,273 9,487
Net loans - controlled entities - - 19,021 52,117
--------- --------- --------- ---------
Total non-current liabilities 401,975 444,675 418,564 494,252
--------- --------- --------- ---------
Total liabilities 573,452 597,924 544,457 595,622
--------- --------- --------- ---------
Net assets 478,964 469,407 507,280 435,692
========= ========= ========= =========
EQUITY:
Contributed equity 18 312,954 310,457 312,954 310,457
Retained profits 4 166,010 127,592 194,326 125,235
--------- --------- --------- ---------
Parent entity interest 478,964 438,049 507,280 435,692
Outside equity interest 19 - 31,358 - -
--------- --------- --------- ---------
Total equity 478,964 469,407 507,280 435,692
========= ========= ========= =========
The accompanying notes form an integral part of these
statements of financial position
8
JUPITERS LIMITED
A.C.N. 010 741 045
AND ITS CONTROLLED ENTITIES
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2003
Consolidated Company
-------------------- --------------------
2003 2002 2003 2002
Note $000 $000 $000 $000
---- ---- ---- ---- ----
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
Cash receipts in the course of operations 781,438 808,215 578,278 601,775
Cash payments in the course of operations (603,750) (590,618) (450,854) (449,511)
Distributions received - - 683 1,367
Interest received 1,619 2,990 977 1,736
Borrowing costs (42,305) (26,485) (42,179) (20,712)
Income taxes paid (51,441) (57,912) (35,026) (50,203)
-------- -------- -------- --------
Net cash provided by operating
activities 20(b) 85,561 136,190 51,879 84,452
-------- -------- -------- --------
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Purchase of property, plant and
equipment (63,005) (46,313) (46,817) (36,161)
Purchase of businesses - (2,000) - -
Increased ownership interest in controlled
entity 20(d) (26,581) - (26,581) -
Proceeds from sale of property, plant and
equipment 3 1,306 189 1,252 45
-------- -------- -------- --------
Net cash used in investing activities (88,280) (48,124) (72,146) (36,116)
-------- -------- -------- --------
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Proceeds from issue of reset preference
shares 16 - 190,174 - 190,174
Proceeds from the exercise of options 18 67 - 67 -
Share buy-back 18 - (181,533) - (181,533)
Borrowing costs capitalised - (6,852) - (6,852)
Proceeds from borrowings 16 140,500 60,000 140,000 60,000
Repayment of borrowings 16 (98,200) (129,800) (95,000) (126,500)
Repayment of finance lease (1,919) (1,714) (1,919) (1,714)
Loan repayments from controlled entities - - 18,835 43,752
Ordinary dividends paid (45,097) (49,782) (44,343) (48,272)
-------- -------- -------- --------
Net cash from/(used in) financing
activities (4,649) (119,507) 17,640 (70,945)
-------- ------- -------- --------
Net decrease in cash (7,368) (31,441) (2,627) (22,609)
Cash at the beginning of the
financial year 85,301 116,742 58,940 81,549
-------- -------- -------- --------
Cash at the end of the financial year 20(a) 77,933 85,301 56,313 58,940
======== ======== ======== ========
The accompanying notes form an integral part of these
statements of cash flows
9
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial report is a general purpose financial report which has
been prepared in accordance with Accounting Standards, Urgent Issues
Group Consensus Views and the Corporations Act (2001). It has been
prepared on the basis of historical costs and except where stated, does
not take into account changing money values or current valuations of
non-current assets.
Where necessary, comparative information has been reclassified to
achieve consistency in disclosure with current financial year amounts
and other disclosures.
CONSOLIDATION
The consolidated financial report comprises the financial report of
Jupiters Limited (the "Company") and its controlled entities (referred
to collectively as the "Consolidated Entity"). The consolidation
process eliminates all inter-entity balances and transactions and
reflects the application of the Company's accounting policies on a
consistent basis throughout the Consolidated Entity and, unless
otherwise stated, are consistent with those of the previous year.
The Company reports receivables and payables with controlled entities
on a net basis.
REVENUE RECOGNITION
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the entity and the revenue can be
reliably measured.
Casino and other gaming revenues represent the aggregate of gaming wins
and losses after allowances.
Revenue from the provision of services is recognised where the
contracted outcome can be reliably measured, control of the right to be
compensated for the services exists and the stage of completion can be
reliably measured.
Revenue from the sale of goods is recorded when control in the goods
being sold passes to the buyer, it is probable consideration will pass
from the buyer in accordance with an established arrangement and the
amount of consideration can be reliably measured.
COST OF GOODS SOLD
Cost of goods sold relates to the sale of food, beverage and gaming
equipment.
INCOME TAX
Tax effect accounting has been adopted in preparing this financial
report. Income tax expense is calculated on the accounting profit
adjusted for permanent differences.
To the extent that timing differences occur between the time items are
taken up for accounting purposes and when they are taken into account
for determination of taxable income, the related taxation liability or
benefit is calculated at the tax rate expected to apply when the
differences reverse.
At 30 June 2003, the Consolidated Entity had not elected to form a
consolidated group for taxation purposes. The formation of a
consolidated group for taxation purposes in the future is not expected
to materially affect the carrying value of the Consolidated Entity's
deferred tax assets and liabilities. The Consolidated Entity is
expected to form a consolidated group for taxation purposes in the year
ending 30 June 2004.
10
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D):
GAMING TAXES AND GOODS AND SERVICES TAX ("GST")
Revenues, expenses and assets are recognised net of the amount of GST
except where 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 are
stated with the amount of GST included.
Prima facie gaming taxes are brought to account on a gross basis in the
Statements of Financial Performance. Pursuant to agreements between the
Federal and State Governments, any GST payable on the related gaming
activities is deducted from those gaming tax remittances and paid to
the Federal Government.
INVENTORIES
Inventories which include food, beverages, general stores and computer
hardware are stated at the lower of cost and net realisable value. They
comprise raw materials, work in progress and finished goods. Cost is
assigned on a weighted average cost basis.
GOVERNMENT FUNDED DEVELOPMENT
The Company is currently developing a convention and exhibition centre
on behalf of the State of Queensland. Development costs are generally
reimbursed by the State within one month of them being paid.
Development costs incurred and not yet reimbursed are classified as
current receivables.
NON-CURRENT ASSETS
Land, buildings and casino licences are recorded at cost of acquisition
or development. The Gold Coast and Townsville casino licences are
issued in perpetuity and the Brisbane casino licence expires in April
2070.
Buildings, plant and equipment and where appropriate, casino licences
are depreciated over their estimated useful lives on a straight line
basis with depreciation on buildings and applicable casino licences
applying a rate of 1% - 1.3%, plant and equipment - owned applying a
rate of 7% - 33%, and plant and equipment - leased applying a rate of
20%.
All non-current assets are reviewed semi-annually to determine whether
their carrying amounts require write down to recoverable amount.
Recoverable amount is determined using net cash flows discounted at
10.9% to present values.
Investments in controlled entities are carried in the Company's
financial report at the lower of cost and recoverable amount.
The acquisition of the management contract in respect of Jupiters
Townsville Hotel & Casino is recorded at cost and is being amortised
over the period of the extended term of the contract of 22 years.
Deferred borrowing expenses are amortised over the term of the related
financial instrument.
11
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D):
LEASED ASSETS
Assets acquired under finance leases are capitalised and amortised over
the life of the relevant lease or, where ownership is likely to be
obtained on expiration of the lease, over the expected useful life of
the asset. Lease payments are allocated between interest expense and
reduction in the lease liability. Gains or losses on the sale and
leaseback of assets are deferred and amortised over the lease term when
the lease is a finance lease.
Operating lease assets are not capitalised and rental payments are
charged to profit on a basis to match the expense with the economic
benefits consumed from the leased asset in each period. Where rental
payments are expected to produce economic benefits in a future period,
a prepayment of rent is recognised in the Statements of Financial
Position (refer Note 13).
GOODWILL/DISCOUNT ON ACQUISITION
On acquisition of a controlled entity or a business, the difference
between the purchase consideration plus incidental expenses and the
fair value of identifiable net assets acquired is initially brought to
account as either goodwill on acquisition or as a discount on
acquisition which is allocated between the non-monetary assets of the
controlled entity.
Purchased goodwill is amortised on a straight line basis for AWA
Limited at twenty years and for Centrebet at seven years. The
unamortised balance of goodwill is reviewed at each balance date and
charged to the Statement of Financial Performance to the extent that
applicable future benefits are no longer probable.
PROVISIONS
Provisions are recognised when the Consolidated Entity has a legal,
equitable or constructive obligation to make a future sacrifice of
economic benefits to other entities as a result of past transactions or
other past events, it is probable that a future sacrifice of economic
benefits will be required and a reliable estimate can be made of the
amount of the obligation.
A provision for dividend is not recognised as a liability unless the
dividends are declared, determined or publicly recommended on or before
the reporting date.
PROVISION FOR EMPLOYEE BENEFITS
Provision has been made in the financial reports for benefits accruing
to employees in relation to such matters as annual leave and long
service leave and are based on remuneration rates which are expected to
be paid when the liability is settled. On-costs are included in the
determination of provisions.
SELF INSURANCE OF QUEENSLAND WORKERS COMPENSATION LIABILITIES
From 1 July 2002, the Consolidated Entity self insures its potential
workers' compensation liabilities in respect of its Queensland
employees pursuant to a licence from WorkCover Queensland. Liabilities
that may arise in this regard are contingent on claims by employees. At
each reporting date, the liability recognised for the Consolidated
Entity's potential workers' compensation liabilities in respect of its
Queensland employees is measured in accordance with an independent
actuarial valuation. The valuation makes allowance for the Consolidated
Entity's estimated claims liability, residual liability and outstanding
liability (refer Note 15).
12
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D):
FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are converted to local currency at
the rate of exchange ruling at the date of the transaction. Foreign
currency monetary items that are outstanding at the reporting date are
translated using the spot rate at the end of the financial year.
FINANCIAL INSTRUMENTS
Ordinary share capital is recorded at a value equivalent to the total
consideration received less the costs of issuing shares. Ordinary share
capital bears no special terms or conditions affecting income or
capital entitlements of the shareholders.
Reset preference shares exhibit characteristics of liabilities and are
recognised as liabilities in the Statements of Financial Position. The
corresponding dividends are charged as borrowing costs in the
Statements of Financial Performance.
Trade debtors primarily represent amounts receivable from hotel and
casino patrons, and technology services customers of the international
sales division and are recorded at transaction amounts. Provision for
doubtful debts is recognised to the extent that the recovery of the
outstanding receivable balance is considered less than likely to be
collected. Such provision is established based on a review of all
outstanding amounts at balance date.
Investments in bank accepted bills of exchange are carried at cost.
Interest revenue is recognised on an effective yield basis.
Liabilities for trade creditors, other creditors and accruals are
carried at cost which is the fair value of the consideration to be paid
in the future for goods and services received, whether or not billed to
the Consolidated Entity.
Notes payable are recognised when issued at the face value of the notes
issued, with any discount on issue amortised over the period to
maturity. Interest is recognised as an expense on an effective yield
basis.
Borrowings under a commercial bill facility are recognised when bills
are issued with the liability recorded based upon the face value of the
bills. The difference between the face value and proceeds received from
the bills is recognised as interest expense over the period to
maturity.
A cross currency interest rate swap agreement hedges the Company's
interest rate and foreign currency exposure in respect of notes payable
(refer Note 27). Under the terms of the swap agreement, the Company
agrees with the counterparty to exchange the difference between the
fixed and floating rate interest amounts and to exchange the principal
at an agreed rate of foreign currency conversion. Amounts payable under
the cross currency interest rate swap agreement are recognised as a
component of interest expense as they accrue.
13
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
2. CHANGE IN ACCOUNTING POLICIES:
PROVISION FOR DIVIDENDS
The application of new Accounting Standard AASB 1044 "Provisions,
Contingent Liabilities and Contingent Assets", has resulted in a change
in the timing of recognition of the dividend provision. Previously, the
Consolidated Entity recognised a provision for dividend based on the
amount that was proposed or declared after the reporting date. In
accordance with the requirements of the new standard, a provision for
dividend will only be recognised at the reporting date where the
dividend has been declared, determined or publicly recommended prior to
the reporting date. The effect of the revised policy has been to
increase consolidated retained profits and decrease provisions at the
beginning of the year by $22,902,204 (refer Note 4). In accordance with
the new standard, no provision for final dividend has been recognised
for the year ended 30 June 2003. Recognition of this dividend occurred
at the date of this financial report and accordingly will be included
in the financial report for the year ending 30 June 2004.
EMPLOYEE BENEFITS
The revised Accounting Standard AASB1028 "Employee Benefits", has
resulted in a change in the accounting policy for the measurement of
employee benefit liabilities. Previously, the Consolidated Entity
measured the provision for annual leave based on remuneration rates at
the date of recognition of the liability. In accordance with the
requirements of the revised standard, the provision for annual leave is
now measured based on the remuneration rates expected to be paid when
the liability is settled. The effect of the revised policy has been to
decrease consolidated retained profits and increase employee benefit
liabilities at the beginning of the year by $170,562. In addition,
current year profits have decreased by $75,969 due to an increase in
the employee benefits expense. Current provisions at 30 June 2003 have
also increased by $246,531 as a result of the change in accounting
policy.
14
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
---- ---- ---- ----
3. NOTES TO THE STATEMENTS OF FINANCIAL PERFORMANCE:
Operating revenues:
Services 689,007 701,769 492,856 510,453
Goods 94,761 89,443 80,901 74,384
------- ------- ------- -------
783,768 791,212 573,757 584,837
------- ------- ------- -------
Other revenue:
Interest from other persons 1,790 2,826 1,138 1,860
Distribution from Breakwater Island Trust - - - 547
Dividends and distributions from wholly owned group - - 51,931 13,995
Proceeds from sale of property, plant and equipment 1,306 189 1,252 45
Other 848 2,046 55 188
------- ------- ------- -------
3,944 5,061 54,376 16,635
------- ------- ------- -------
Depreciation and amortisation expense:
Depreciation of:
Buildings 1,486 1,172 - -
Plant and equipment 36,244 38,701 21,861 22,845
Amortisation of:
Leased assets 5,958 4,892 5,958 4,892
Goodwill 7,812 7,848 - -
Management contract 524 524 524 524
Deferred borrowing costs 1,944 1,285 1,944 1,285
------- ------- ------- -------
53,968 54,422 30,287 29,546
------- ------- ------- -------
Borrowing costs:
Bank loans and overdraft 2,493 2,750 2,367 2,426
Reset preference shares classified as liabilities 15,499 3,453 15,499 3,453
Unsecured notes 19,403 19,420 17,603 17,627
Interest penalty - Australian Taxation Office - 4,531 - 4,531
Finance charges relating to leases 81 196 81 196
------- ------- ------- -------
37,476 30,350 35,550 28,233
------- ------- ------- -------
Other expenses:
Property lease rentals 5,435 5,533 6,112 6,080
Bad debts written off and provision for
doubtful debts 5,197 394 4,862 380
15
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
---- ---- ---- ----
4. RETAINED PROFITS AND DIVIDENDS:
RETAINED PROFITS
Retained profits at the beginning of the financial year 127,592 123,881 125,235 124,322
Net profit 58,519 78,069 91,382 74,667
Adjustment arising from adoption of revised Accounting
Standard:
AASB 1028 "Employee Benefits" (170) - (96) -
AASB 1044 "Provisions, contingent liabilities and
contingent assets" 22,902 - 22,902 -
Interim dividend of 11 cents per share, fully franked at
30% (2001: 10 cents per share, fully franked at 30%) (22,195) (24,136) (22,195) (24,136)
Final dividend in prior year of 11 cents per share, fully
franked at 30% - (22,148) (22,148)
Dividends and other equity distribution paid (22,902) - (22,902) -
Final distribution in prior year of 1 cent per unit,
fully franked at 30%, paid by Breakwater
Island Trust to outside equity interests - (754) - -
Over provision of prior year final distribution payable by
Breakwater Island Trust to outside equity interests - 150 - -
Share buy-back - (27,470) - (27,470)
Reclassification of retained earnings on acquisition of
controlled entity 2,264 - - -
------- -------- ------- --------
Retained profits at the end of the financial year 166,010 127,592 194,326 125,235
======= ======== ======= ========
EQUITY
Total equity at the beginning of the financial year 469,407 620,644 435,692 590,447
Total changes in equity recognised in the Statements of
Financial Performance 58,519 78,069 91,382 74,667
Adjustment arising from adoption of revised Accounting
Standard AASB 1028 "Employee Benefits" (170) - (96) -
Transactions with owners - dividends (22,195) (47,038) (22,195) (46,284)
- share buy-back - (183,138) - (183,138)
- share issue 2,497 - 2,497 -
Over provision of prior year final distribution payable by
Breakwater Island Trust to outside equity interests - 150 - -
Outside equity interests in net profit - 720 - -
Cessation of outside equity interest (refer Note 20 (d)) (31,358) - - -
Reclassification of retained earnings on acquisition of
controlled entity 2,264 - - -
------- -------- ------- --------
Total equity at the end of the financial year 478,964 469,407 507,280 435,692
======= ======== ======= ========
16
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
---- ---- ---- ----
4. RETAINED PROFITS AND DIVIDENDS (CONT'D):
FRANKING CREDITS
Balance of franking account adjusted for franking credits
which will arise from the payment of income tax provided
for as Current Tax Liabilities in the financial report. 108,512 82,215 80,642 69,580
======= ====== ====== ======
Allowing for the Company's final dividend declared at the date of
signing this Financial Report, the balance of the Company's franking
account would be $70.2 million and that of the Consolidated Entity
would be $98.1 million.
DIVIDEND REINVESTMENT PLAN
On 21 February 2003, the Company introduced a dividend reinvestment
plan (the "Plan"). Under the Plan, shareholders could elect to receive
ordinary shares in the Company in lieu of any ordinary dividend. In
respect of the ordinary dividend paid in February 2003, 738,625
ordinary shares were acquired on market in accordance with calculations
in the Plan rules. The Plan was suspended on 12 June 2003.
5. EARNINGS PER SHARE:
Only ordinary shares are included in the calculation of basic earnings
per share. Reset preference shares are classified as liabilities and
are not included in ordinary shares for the purposes of calculating
either basic or diluted earnings per share (refer Note 16). Options
outstanding under the executive share option plan are considered
potential ordinary shares and have been included in diluted earnings
per share (refer Note 22).
Earnings used in the calculation of basic and diluted earnings per
share comprise the net profit attributable to members of the Company of
$58,518,685 (2002: $78,069,335). The weighted average number of
ordinary shares of 201,521,688 (2002: 232,587,741) and 201,849,140
(2002: 232,852,111) has been used in the calculation of basic and
diluted earnings per share, respectively.
17
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
---- ---- ---- ----
6. INCOME TAX:
The difference between income tax expense provided in the
financial report and the prima facie income tax expense is
reconciled as follows:
Prima facie income tax expense calculated at 30% on profit
from ordinary activities 26,724 37,592 32,848 32,726
Tax effect of permanent differences:
Dividends from controlled entities - - (15,579) (4,198)
Amortisation of goodwill 2,344 2,354 - -
Brisbane hotel/casino rental disallowed 800 6,731 800 6,731
Merger costs (refer Note 29) 1,186 - 1,186 -
Other (1,041) (161) (1,142) (839)
------ ------ ------- ------
Income tax expense 30,013 46,516 18,113 34,420
====== ====== ======= ======
On 25 June 2002, the Full Federal Court of Australia ruled in favour of
the Australian Taxation Office to disallow certain rental deductions
claimed by the Company in relation to the lease of the Brisbane
hotel/casino complex. The cumulative effect of this decision was
recognised in the year ended 30 June 2002.
Consolidated Company
------------ -------
2003 2002 2003 2002
$ $ $ $
------- ------- ------- -------
7. REMUNERATION OF AUDITORS AND OPERATOR:
AUDITORS
The following remuneration was received or receivable by
the auditor of the Consolidated Entity, excluding Centrebet
Pty Ltd, in respect of:
Audit of the financial report - Arthur Andersen - 206,000 - 81,000
Audit of the financial report - Ernst & Young 474,782 157,000 210,361 99,000
Regulatory and tax compliance services - Arthur Andersen - 417,000 - 272,000
Regulatory and tax compliance services - Ernst & Young 490,245 49,000 353,345 35,000
Internal audit - Arthur Andersen - 238,000 - 238,000
Internal audit - Ernst & Young 168,689 40,000 140,139 40,000
Taxation advice re merger-Ernst & Young (refer Note 29) 418,132 - 418,132 -
Taxation advice re Centrebet divestment - Ernst & Young 54,410 - 54,410 -
Other - Arthur Andersen - 236,000 - -
Other - Ernst & Young 143,859 - - -
Other includes international tax advice and information
technology related services (2002: tax and other
services in connection with the share buy-back and issue
of reset preference shares in the year ended 30
June 2002)
The following remuneration was received or receivable by
the auditor of Centrebet Pty Ltd, Howarth NT, in respect
of audit of the financial report 25,000 25,000 - -
18
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
---- ---- ---- ----
7. REMUNERATION OF AUDITORS AND OPERATOR (CONT'D):
OPERATOR
Fees are payable to the Operator, B.I. Gaming Corporation,
pursuant to a Management Agreement for the operation of
Conrad Jupiters and a Management Agreement and Licence
Agreement for the operation of Conrad Treasury as follows:
Management fees 18,549 20,109 18,549 20,109
Other services 921 1,034 921 1,034
Reimbursable expenses 4,053 3,409 4,053 3,409
8. RECEIVABLES:
Trade debtors 31,263 20,304 19,273 10,365
Less provision for doubtful debts (12,472) (7,275) (10,967) (6,106)
------- ------ ------- ------
18,791 13,029 8,306 4,259
Other receivables 2,972 5,391 2,588 9,070
------- ------ ------- ------
21,763 18,420 10,894 13,329
======= ====== ======= ======
19
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------------------ ------------------------
2003 2002 2003 2002
$000 $000 $000 $000
-------- -------- -------- --------
9 OTHER CURRENT ASSETS:
Prepayments 12,104 11,096 9,793 8,964
Security deposit (refer Note 13) 5,000 5,000 5,000 5,000
Centrebet non current assets to be sold 14,745 - - -
-------- -------- -------- --------
31,849 16,096 14,793 13,964
======== ======== ======== ========
10 FINANCIAL ASSETS:
Securities quoted on prescribed stock exchanges:
Units in controlled entity - at cost - - - 22,131
Securities not quoted on prescribed stock exchanges:
Units/shares in controlled entities - at cost - - 548,119 496,976
-------- -------- -------- --------
- - 548,119 519,107
======== ======== ======== ========
11 PROPERTY, PLANT AND EQUIPMENT:
LAND, BUILDINGS AND CASINO LICENCES:
Cost
Opening balance 650,201 650,201 279,880 279,880
Disposal (1,025) - (1,025) -
-------- -------- -------- --------
649,176 650,201 278,885 279,880
-------- -------- -------- --------
Accumulated depreciation and amortisation
Opening balance 37,669 33,189 24,581 21,273
Depreciation and amortisation 6,291 4,480 4,835 3,308
-------- -------- -------- --------
Closing balance 43,960 37,669 29,416 24,581
-------- -------- -------- --------
Net book value 605,216 612,532 249,469 255,299
Transfer security deposit and prepaid rent relating to Brisbane
Hotel/Casino to other non current assets (refer Note 13) (44,528) (45,194) (44,528) (45,194)
-------- -------- -------- --------
560,688 567,338 204,941 210,105
======== ======== ======== ========
PLANT AND EQUIPMENT:
Cost
Opening balance 456,810 412,065 260,171 224,654
Additions 64,292 46,723 47,816 36,052
Disposals (4,866) (1,978) (3,930) (535)
-------- -------- -------- --------
Closing balance 516,236 456,810 304,057 260,171
-------- -------- -------- --------
Accumulated depreciation
Opening balance 279,021 241,918 137,978 114,840
Depreciation 29,836 37,103 19,142 23,138
-------- -------- -------- --------
Closing balance 308,857 279,021 157,120 137,978
-------- -------- -------- --------
Net book value 207,379 177,789 146,937 122,193
Transfer to other current assets pending Centrebet sale (refer
Note 9) (9,464) - - -
-------- -------- -------- --------
197,915 177,789 146,937 122,193
======== ======== ======== ========
LEASED EQUIPMENT:
Cost (no movements) 8,164 8,164 8,164 8,164
-------- -------- -------- --------
Accumulated amortisation
Opening balance 6,424 4,840 6,424 4,840
Amortisation 1,501 1,584 1,501 1,584
-------- -------- -------- --------
Closing balance 7,925 6,424 7,925 6,424
-------- -------- -------- --------
Net book value 239 1,740 239 1,740
-------- -------- -------- --------
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET 758,842 746,867 352,117 334,038
======== ======== ======== ========
20
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
11. PROPERTY, PLANT AND EQUIPMENT (CONT'D):
From 1 July 2001, amounts paid in connection with the rental of the
Brisbane hotel/casino complex have been reclassified (refer Note 13). This
reclassification is reflected in the opening balances of cost and
accumulated depreciation and amortisation for land, buildings and casino
licences above.
Land, buildings and casino licences, at cost, comprise the freehold land
and buildings (including casino licence) of Conrad Jupiters on the Gold
Coast (including proximate lands), the leasehold improvements (including
casino licence) of Conrad Treasury in Brisbane and the freehold land and
buildings (including casino licence) of Breakwater Island Trust. The land,
buildings and casino licence of Breakwater Island Trust are carried at the
cost to the Consolidated Entity when those assets were first consolidated
at 30 June 2000.
These assets were valued using a discounted cashflow methodology by the
Directors at $1,110 million on 30 June 2003. This valuation is
incorporated in the financial report by way of note only.
The valuations reflect the future business cashflows anticipated from the
properties and do not determine individual values for land and buildings
nor specifically ascribe a value to the casino licences. Accordingly, an
accurate or meaningful assessment of separate values of the land and
casino licences cannot be made.
Land and buildings (including the casino licence) in respect of Conrad
Treasury are subject to a 75 year lease from the Queensland Government
which commenced in April 1995.
As most assets are integral to the operations of the Consolidated Entity
and as there is no intention to sell them, capital gains tax has not been
taken into account.
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
-------- -------- -------- --------
12 INTANGIBLES:
Goodwill, at cost 123,028 123,971 - -
Accumulated amortisation (29,851) (22,040) - -
-------- -------- -------- --------
Goodwill, net 93,177 101,931 - -
Transfer to current assets pending Centrebet sale (refer
Note 9) (4,919) - - -
-------- -------- -------- --------
88,258 101,931 - -
-------- -------- -------- --------
Management contract, at cost 11,820 11,820 11,820 11,820
Accumulated amortisation (2,146) (1,623) (2,146) (1,623)
-------- -------- -------- --------
Management contract, net 9,674 10,197 9,674 10,197
-------- -------- -------- --------
Deferred borrowing expenses, at cost 14,923 14,923 14,923 14,923
Accumulated amortisation (6,164) (4,220) (6,164) (4,220)
-------- -------- -------- --------
Deferred borrowing expenses, net 8,759 10,703 8,759 10,703
-------- -------- -------- --------
Total intangibles, net 106,691 122,831 18,433 20,900
======== ======== ======== ========
21
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
------ ------ ------ ------
13 OTHER NON CURRENT ASSETS:
Security deposit - 5,000 - 5,000
Prepaid rent 39,000 34,666 39,000 34,666
Hedge receivable - restatement of unsecured notes
hedge (refer Notes 1 and 17) - 24,052 - 24,052
------ ------ ------ ------
Total other non current assets 39,000 63,718 39,000 63,718
====== ====== ====== ======
In 1995, at the commencement of the 75 year lease of the Brisbane
hotel/casino, a security deposit of $50.0 million was paid to the
Queensland Government to secure future lease rentals. The deposit is
refunded in each of the first ten years of the lease at $5.0 million
per annum.
The rental payments under the lease comprise $8.0 million per annum in
each of the first ten years of the lease and $1.0 million per annum in
each of the remaining 65 years of the lease. In order to match the
expense with the economic benefits expected to be consumed from the
leased asset in each period, rent expense of $3.7 million per annum is
recognised in each of the first ten years of the lease and $1.7 million
per annum is to be recognised in each of the remaining 65 years of the
lease. The excess of the cash rental payments over the rent expense
recognised during the first ten years of the lease gives rise to
prepaid rent which will reduce after the initial ten year period.
The security deposit and prepaid rent amounts were previously included
in property, plant and equipment.
14 PAYABLES:
Trade creditors 33,947 31,340 16,036 12,684
Other creditors and accruals 53,539 60,412 36,268 40,841
------ ------ ------ ------
87,486 91,752 52,304 53,525
====== ====== ====== ======
22
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
-------- -------- -------- --------
15 PROVISIONS:
CURRENT:
Employee benefits 12,802 13,473 11,615 9,660
Dividends - 22,148 - 22,148
Self insurance - Queensland workers' compensation 2,565 - 2,392 -
Other 4,829 2,701 340 208
-------- -------- -------- --------
20,196 38,322 14,347 32,016
======== ======== ======== ========
NON-CURRENT:
Employee benefits 9,705 10,622 7,273 9,487
======== ======== ======== ========
Aggregate employee benefits 22,507 24,095 18,888 19,147
======== ======== ======== ========
The number of employees on a full time equivalent
basis as at 30 June was: 4,235 4,164 3,365 3,369
In accordance with the WorkCover Queensland Act
1996, the Consolidated Entity has obtained
insurance from a third party to limit its exposure
in respect of any individual claim to a maximum of
$0.5 million. In accordance with that Act the
Consolidated Entity has provided a Bank Guarantee
in favour of WorkCover Queensland for $5.0 million.
WorkCover Queensland has funded the Consolidated
Entity for workers' compensation claims related to
injuries sustained by its Queensland employees
prior to 1 July 2002 to a limit of $2.2 million
16 INTEREST BEARING LIABILITIES:
Unsecured notes 202,096 238,474 202,096 238,474
Reset preference shares - unsecured 190,174 190,174 190,174 190,174
Commercial bills - unsecured 45,000 - 45,000 -
Commercial bills - secured - 2,700 - -
Lease liabilities - secured 347 2,174 347 2,174
-------- -------- -------- --------
437,617 433,522 437,617 430,822
Less current maturities:
Lease liabilities (347) (1,827) (347) (1,827)
Commercial bills - unsecured (45,000) - (45,000) -
-------- -------- -------- --------
(45,347) (1,827) (45,347) (1,827)
-------- -------- -------- --------
Non-current borrowings 392,270 431,695 392,270 428,995
======== ======== ======== ========
23
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
16. INTEREST BEARING LIABILITIES (CONT'D):
At 30 June 2003, the Consolidated Entity had committed financing
facilities available to it of $622.6 million (2002: $628 million)
comprising unsecured notes repayable in March 2006, reset preference
shares, an unsecured revolving credit facility which expires in April
2004, an unsecured commercial bill standby facility, overdraft facilities
and lease facilities.
The notes were issued to institutional investors in the United States of
America in March 1999 at a face value of US$135 million and will mature in
March 2006. The notes were registered for trading with the U.S. Securities
and Exchange Commission in September 1999 and are unsecured senior debt of
the Consolidated Entity. The notes rank equally with all other unsecured
senior debt of the Consolidated Entity, are primary obligations of
Jupiters Limited and are guaranteed by its operating controlled entities.
The notes were issued in U.S. dollars at a fixed coupon of 8.5% and at a
discount of 0.64%. A cross currency interest rate swap agreement has been
entered into to convert the principal and coupon into Australian dollars
at a fixed rate of 9.0% until March 2004.
The notes are issued under an indenture which sets out specific covenants.
The full amount outstanding under the indenture becomes payable in various
circumstances detailed in the indenture including if coupon payments are
not made when due or when transactions are entered into that would cause
certain covenants relating to interest cover to be breached.
1,901,735 reset preference shares ("RPS") were issued on 11 April 2002 at
a face value of $100 each with a coupon of 8.15% per annum. The coupon is
payable semi-annually, is cumulative and ranks senior to the payment of
ordinary dividends. The RPS have a ten year term with specified terms able
to be reset by the Company at the end of year five. Holders of RPS have
the ability to request conversion of their securities to ordinary shares
in Jupiters Limited and the Company may convert, repurchase such
securities or sell them to a third party. Furthermore, the Company may
repurchase the securities at the time of reset, maturity or if the coupon
ceases to be tax deductible. Holders of RPS generally have no voting
rights except in limited circumstances. The rights of holders of RPS are
subordinated to all claims except ordinary shareholders. The RPS are
quoted for trading on the Australian Stock Exchange. TABCORP Holdings
Limited has offered to acquire the RPS (refer Note 29).
The unsecured revolving credit facility is for $150 million and is
provided by a bank syndicate. The average interest rate applicable to
amounts drawn under this facility during the financial year was 4.76%
(2002: 4.68%).
The full amounts outstanding under the revolving credit facility and the
commercial bill facilities become immediately payable (at the lenders'
option) in various circumstances detailed in the facility agreements
including if repayments are not made when due or certain financial
covenants relating to interest cover and gearing levels are breached.
The lease liabilities are secured by the specific assets that are subject
to the finance leases that had a carrying value of $0.2 million at balance
date. The implicit interest rates on finance leases range from 5.87% to
6.18%. Refer to Note 21(c) for details on the timing and amount of future
lease payments.
In addition to the revolving credit facility, the Consolidated Entity has
access to a commercial bill standby facility of $50 million. $7 million of
this facility has been applied towards a bank guarantee in favour of the
State of Queensland in connection with the Company's performance
undertakings related to the development of a convention and exhibition
centre. A further $5 million of this facility has been applied towards a
bank guarantee in favour of WorkCover Queensland in connection with the
Consolidated Entity's self insurance of its Queensland workers'
compensation liabilities (refer Notes 1 and 15). The commercial bill
standby facility is an unsecured facility that is provided on a revolving
basis. To the extent that the amounts owing under the facility are repaid,
the facility is available to be redrawn.
The Consolidated Entity also has a working capital facility for the
purposes of normal operating activities. That facility includes various
electronic banking capabilities, credit card services and minor temporary
overdraft limits.
The above facilities are subject to periodic review by the provider and
the terms of the facilities may be extended at each review.
24
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
-------- --------- -------- ---------
17. OTHER CURRENT LIABILITIES:
Hedge payable - restatement of unsecured notes
hedge (refer Notes 1 and 13) 12,326 - 12,326 -
======== ========= ======== =========
18. CONTRIBUTED EQUITY:
ORDINARY SHARES
Balance at beginning of year 310,457 466,125 310,457 466,125
Shares issued - exercise of options 67 - 67 -
Shares issued - consideration for takeover of
Breakwater Island Trust 2,430 - 2,430 -
Shares bought back - 40,011,700 shares - (155,668) - (155,668)
-------- --------- -------- ---------
Balance at end of year
201,784,202 ordinary shares (2002: 201,345,729) 312,954 310,457 312,954 310,457
======== ========= ======== =========
SHARE BUY-BACK
On 11 April 2002 a buy-back was completed of 40,011,700 ordinary
shares, representing 16.6% of ordinary shares on issue on that date,
under the terms of buy-back agreements approved by shareholders. The
total consideration paid for shares bought back plus incidentals was
$183,138,776 being an average cost of $4.54 per share. In accordance
with a private ruling from the Australian Taxation Office, 85% (ie.
$155,667,960) of the total consideration was allocated as a return of
share capital and 15% (ie. $27,470,816) was treated as a fully franked
dividend and allocated against retained profits.
TERMS AND CONDITIONS
Holders of ordinary shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at
shareholders' meetings. In the event of winding up of the Company,
ordinary shareholders rank after all other shareholders and creditors
and are fully entitled to any proceeds of liquidation. TABCORP Holdings
Limited has offered to acquire the issued ordinary shares (refer Note
29).
During the previous year, reset preference shares were issued and are
classified as interest bearing liabilities (refer Note 16).
19. OUTSIDE EQUITY INTEREST:
At 30 June 2002, the outside equity interest in the Consolidated
Entity's retained profits was $5,071,000 and in the Consolidated
Entity's contributed equity was $26,287,000 (total: $31,358,000).
25
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
-------- -------- -------- --------
20. NOTES TO THE STATEMENTS OF CASHFLOWS:
(a) For the purposes of the Statements of Cash Flows, cash includes cash
on hand and in banks and investments in money market instruments, net
of outstanding bank overdrafts. Investments in money market
instruments mature within approximately 30 days and had an average
yield of 4.70% (2002: 4.65%).
(b) Reconciliation of net cash provided by operating activities to net
profit before outside equity interest.
Net profit before outside equity interest 59,068 78,789 91,382 74,667
Depreciation of property, plant and equipment 43,688 39,873 27,819 22,845
(Profit)/loss on sale of plant and equipment (14) 144 (32) 151
Amortisation of other non-current assets 10,280 14,549 2,468 6,701
Dividends through intercompany loan accounts - - (51,931) (13,995)
Decrease/(increase) in assets (5,193) 38,788 (1,956) 7,133
Increase/(decrease) in liabilities (1,082) (15,370) 1,043 6,548
Decrease in income tax provisions and deferred tax balances (21,186) (20,583) (16,914) (19,598)
-------- -------- -------- --------
Net cash provided by operating activities 85,561 136,190 51,879 84,452
======== ======== ======== ========
(c) Details of the Consolidated Entity's financing facilities are included
in Note 16.
(d) In December 2002, the Consolidated Entity increased its controlling
interest of Breakwater Island Trust from 47.5% to 100%. The cash
consideration paid including acquisition costs totalled $26.6 million.
Assets acquired included current assets, property, plant and equipment
totalling $64.5 million, offset by current and non current liabilities
acquired totalling $8.1 million. The resulting discount on acquisition
was $0.6 million. Shares to the value of $2.4 million (423,723
Jupiters Limited ordinary shares) were issued as part of the
consideration.
26
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
Consolidated Company
------------ -------
2003 2002 2003 2002
$000 $000 $000 $000
------- ------- ------- -------
21. COMMITMENTS:
(a) CAPITAL EXPENDITURE COMMITMENTS
At 30 June 2003, orders had been placed for the completion of
building works and purchase of furniture and equipment amounting to
$14.1 million (2002: $15 million) and are payable within one year.
The Company has entered into an agreement with the Queensland
Government to develop the State funded Gold Coast Convention &
Exhibition Centre.
(b) NON-CANCELLABLE OPERATING LEASES
Future non-cancellable operating leases not provided for in the
financial report are payable as follows:
Not later than one year 6,181 6,383 3,200 3,200
Later than one year but not later than five years 8,861 12,401 4,800 6,800
Later than five years 73,200 74,400 73,200 74,400
------- ------- ------- -------
88,242 93,184 81,200 84,400
======= ======= ======= =======
(c) FINANCE LEASES
Finance lease expenditure is payable as follows:
Not later than one year 356 1,919 356 1,919
Later than one year but not later than five years - 356 - 356
------- ------- ------- -------
356 2,275 356 2,275
Future finance charges (9) (101) (9) (101)
------- ------- ------- -------
Net finance lease liability 347 2,174 347 2,174
------- ------- ------- -------
Reconciled to:
Current liability 347 1,827 347 1,827
Non-current liability - 347 - 347
------- ------- ------- -------
Total lease liability (Note 16) 347 2,174 347 2,174
======= ======= ======= =======
27
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
22. REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS:
Consolidated Company
------------ -------
2003 2002 2003 2002
---- ---- ---- ----
(a) DIRECTORS' REMUNERATION
The numbers of Directors of the Company who were paid, or were due to
be paid, income directly or indirectly from the Company or any related
party, as shown in the following bands, were:
$ 0 - $ 9,999 - 1
$ 10,000 - $ 19,999 - 1
$ 50,000 - $ 59,999 - 2
$ 80,000 - $ 89,999 - 1
$ 90,000 - $ 99,999 1 -
$ 100,000 - $ 109,999 - 1
$ 110,000 - $ 119,999 2 1
$ 220,000 - $ 229,999 1 1
$ 1,140,000 - $ 1,149,999 - 1
$ 1,210,000 - $ 1,219,999 1 -
The aggregate income of the Directors referred to above: $1,755,332 $1,788,355
========== ==========
The total of all income paid or payable, directly or indirectly, from
the respective entities of which they are a Director, or from any
related party, to all the Directors of each entity in the Consolidated
Entity was $1,901,096 (2002: $1,842,355).
(b) EXECUTIVE OFFICERS' REMUNERATION
Number of executive officers whose remuneration was within the
following bands:
$ 410,000 - $ 419,999 1 - 1 -
$ 420,000 - $ 429,999 - 1 - 1
$ 540,000 - $ 549,999 - 1 - 1
$ 550,000 - $ 559,999 1 - 1 -
$ 570,000 - $ 579,999 - 1 - 1
$ 610,000 - $ 619,999 1 - 1 -
The aggregate income of the executives referred to above: $1,589,188 $1,532,776 $1,589,188 $1,532,776
========== ========== ========== ==========
In addition, under management agreements for the operation of Conrad
Jupiters and Conrad Treasury, the Operator provides services through
executive employees of the Operator.
Directors and executive officers' income does not include insurance
premiums paid by the Consolidated Entity in respect of Directors' and
Officers' liabilities insurance contracts, as the insurance policies do
not specify premiums paid in respect of individual executives.
28
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
22. REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS (CONT'D):
(c) EXECUTIVE SHARE OPTION PLAN
An executive share option plan permitted full time and permanent part
time employees of the Consolidated Entity to be issued with options
over the unissued ordinary shares of Jupiters Limited. The options are
issued for a term of 10 years and are exercisable beginning on the
third anniversary of the date of grant. The options cannot be
transferred and are not quoted on the Australian Stock Exchange. The
percentage of options which can be exercised will be determined by the
Company's performance as measured by Total Shareholder Return ("TSR")
relative to the TSR's of the individual companies in a peer group. TSR
is calculated according to a formula based on a combination of share
price appreciation and dividends. The peer group comprises 50 listed
industrial companies nearest in size to Jupiters Limited (25 on either
side) in terms of market capitalisation of ordinary shares, excluding
companies whose sole activity or business is that of funds management,
investment, trusteeship or internet business. After three years have
elapsed from the date of issue of the options, 50% of the options vest
in the relevant employee and may be exercised where TSR equals the TSR
of 55% of the companies in the peer group. An additional 2% of the
options vest and may be exercised for each percentage point exceeding
the TSR of 55% of companies in the peer group. 100% of the options vest
and may be exercised where TSR equals or exceeds the TSR of 80% of
companies in the peer group. Unvested options lapse.
The options were valued at $1.13 on average on the initial grant date
based on a calculation using the internationally accepted Black Scholes
option pricing methodology performed by an independent specialist.
However, the percentage of options which can be exercised will be
determined by the Company's performance as measured by Total
Shareholder Return ("TSR") relative to the TSR's of the individual
companies in a peer group. TABCORP Holdings Limited has offered to
acquire all outstanding options (refer Note 29).
For the purposes of valuing income of Directors and Executive Officers
in Note 22(a) and 22 (b) above, a pro rata portion of the full options
valuation determined at the initial grant date has been allocated to
the year ended 30 June 2003 (one third). Comparatives have been
restated for consistency. These allocations of option values have not
been expensed in the Statements of Financial Performance.
There were no options granted during the year. 75,250 options were
forfeited during the year and 14,750 options were exercised. The
closing balance of options on issue at 30 June 2003 was 1,570,000. The
market value of the Company's ordinary shares at 30 June 2003 was $6.41
each.
23. RELATED PARTIES:
The names of the Directors of Jupiters Limited holding office during
the year were:
Mr L.J. Willett, AO - Chairman
Mr R.A. Hines - Managing Director
Sir F. Moore, AO - Director
Ms P. Morris, AM - Director
Mr J.D. Story - Director
Mr J.D. Story is a Partner of Corrs Chambers Westgarth, the
Consolidated Entity's solicitors. During the year amounts were paid or
are payable to the solicitors, representing legal fees incurred on a
normal commercial basis and amounted to $3,311,040 (2002: $2,525,312).
Of this amount $502,871 (2002: $132,435) was owing at 30 June 2003.
Mr J. D. Story is Chairman of the committee established to oversee the
sale of the business of Centrebet Pty Ltd. As compensation for his
services to this committee, Mr Story will receive $10,000 at the
earliest of the completion of the sale or 19 December 2003.
Ms P. Morris is Chairman of the committee established to oversee due
diligence in respect of the merger with TABCORP Holdings Limited. Ms
Morris will receive $25,000 at the earliest of the completion of the
merger or 19 December 2003.
29
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
23. RELATED PARTIES (CONT'D):
The Company entered into the following transactions during the year
with related parties in the wholly owned group:
- loans were advanced and repayments received on intercompany
accounts;
- gaming technology and related services were provided;
- royalties were paid in respect of the keno rights held by
Breakwater Island Trust;
- keno agency commissions were paid to Breakwater Island Trust;
and
- management fees were paid by Breakwater Island Trust.
A $20 million loan advanced by Jupiters Limited to a controlled entity
in a prior period has no fixed term and attracts interest of 9.0% per
annum. All other loans were provided interest free with no fixed terms.
The other transactions within the wholly owned group were conducted on
commercial terms and conditions.
Apart from the details disclosed in these financial reports, no
Director has entered into a material contract with the Company or the
Consolidated Entity since the end of the previous financial year and
there were no contracts involving Directors' interests existing at year
end.
The following table shows the interests of Directors in the Company's
ordinary shares as at 30 June 2003 and the movements in any such
holdings since 1 July 2002.
2003 2002
---- ----
Directors:
Opening balance 114,330 206,973
Purchases 326 34,962
Retirement of Director - (127,605)
------- --------
Closing balance 114,656 114,330
======= ========
Directors also hold 530 Reset Preference Shares.
Details of other related party transactions are referred to in Notes 22 and 24.
30
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
24. CONTROLLED ENTITIES:
INVESTMENT IN CONTROLLED ENTITIES:
Entity Note Class of Equity Ownership
------ ---- --------------- ---------
2003 2002
% %
---- ----
Jupiters Trust Units 100 100
Breakwater Island Trust Units 100 48
Breakwater Island Limited Ord. Shares 100 100
Jupiters Custodian Pty Ltd Ord. Shares 100 100
Jupiters Gaming Pty Ltd Ord. Shares 100 100
Jupiters Machine Gaming Pty Ltd Ord. Shares 100 100
Centrebet Pty Ltd Ord. Shares 100 100
Jupiters Internet Gaming Pty Ltd Ord. Shares 100 100
jupiters.com Pty Ltd Ord. Shares 100 100
AWA Limited (a) Ord. Shares 100 100
Jupiters International Pty Ltd (a) Ord. Shares 100 100
AWA Wagering Systems Pty Ltd (a) Ord. Shares 100 100
ATL Pty Ltd (a) A,B & Pref. 100 100
AWA Research and Development Pty Ltd (a) Ord. Shares 100 100
AWA Research Marketing Pty Ltd (a) Ord. Shares 100 100
AWA Gaming Services Pty Ltd (a) Ord. Shares 100 100
AWA Infosec Pty Ltd (a) Ord. Shares 100 100
AWA Infosec Trust Units 100 100
Jupiters Gaming (NSW) Pty Ltd Ord. Shares 100 100
(formerly Club Gaming Systems Pty Ltd)
Club Gaming Systems (Holdings) Pty Ltd Ord. Shares 100 100
The CGS Trust Units 100 100
Palatron Pty Ltd (a) Ord. Shares 100 100
Syndicate (Co.1) Pty Ltd (a) Ord. Shares 100 100
AWA Enterprises Pty Ltd (a) Ord. Shares 100 100
AWA Enterprises Trust Units 100 100
AWA Investor (No.2) Pty Ltd (a) Ord. Shares 100 100
AWA Investor (No.4) Pty Ltd (a) Ord. Shares 100 100
AWA Investor (No.5) Pty Ltd (a) Ord. Shares 100 100
AWA Investor (No.6) Pty Ltd (a) Ord. Shares 100 100
AWA Gaming Machines Pty Ltd (a) Ord. Shares 100 100
AWA Microelectronics Pty Ltd Ord. Shares 100 89
AWA New Media Pty Ltd Ord. Shares 100 100
Hotel Gaming Systems Pty Ltd Ord. Shares 100 100
Sunshinelink Pty Ltd Ord. Shares 100 100
Radcoy (No.1) Limited Ord. Shares 100 100
Expanse Electronics Limited Ord. Shares 100 100
Millers Mechanical Equipment (NZ) Limited Ord. Shares 100 100
Penchant Pty Ltd Ord. & Pref. Shares 100 100
Macquarie Syndication (No.1) Pty Ltd Ord. & Pref. Shares 100 100
Jupiters UK Limited Ord. Shares 100 100
A.C.N. 082 231 383 Pty Ltd Ord. Shares 100 100
(formerly Jupiters Gaming (NSW) Pty Ltd)
Centrebet Limited Ord. Shares 100 -
AWA Technology & Environmental Services Pty Ltd Ord. Shares 100 -
31
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
24. CONTROLLED ENTITIES (CONT'D):
NOTES:
(a) These companies are parties to a Deed of Cross Guarantee under
which each company guarantees the debts of the others. By entering
into the deed, the wholly owned entities have been relieved from
the requirements to prepare a financial report and Directors'
Report under Class Order 98/1418 (as amended by Class Order
98/2017) issued by the Australian Securities and Investments
Commission. These companies represent a "Closed Group" for the
purposes of the Class Order and as there are no other parties to
the Deed of Cross Guarantee that are controlled by AWA Limited,
they also represent the "Extended Closed Group".
(b) All controlled entities are incorporated in Australia except for
Expanse Electronics Limited and Millers Mechanical Equipment (NZ)
Limited which are incorporated in New Zealand and Centrebet
Limited and Jupiters UK Limited which are incorporated in the
United Kingdom.
(c) The ultimate controlling entity of the Consolidated Entity is
Jupiters Limited.
Year Ended Year Ended
30 June 2003 30 June 2002
$000 $000
-------- --------
STATEMENT OF FINANCIAL PERFORMANCE OF THE CLOSED GROUP:
Revenue from ordinary activities:
Gaming equipment sales and technology services 45,738 41,638
Trust distribution 9,959 10,200
Other revenue 677 123
-------- --------
Total revenue from ordinary activities 56,374 51,961
Cost of goods sold (1,424) (1,983)
Employee related expenses (22,064) (17,381)
Depreciation and amortisation expense (1,248) (683)
Other expenses from ordinary activities (21,801) (22,799)
-------- --------
Profit from ordinary activities 9,837 9,115
Income tax expense (2,335) (568)
-------- --------
Net profit 7,502 8,547
======== ========
As at As at
30 June 2003 30 June 2002
$000 $000
-------- --------
STATEMENT OF FINANCIAL POSITION OF THE CLOSED GROUP:
Total current assets 57,949 53,895
Total non-current assets 8,773 8,925
-------- --------
Total assets 66,722 62,820
-------- --------
Total current liabilities 11,543 10,966
Total non-current liabilities 50 4,268
-------- --------
Total liabilities 11,593 15,234
-------- --------
Net assets 55,129 47,586
======== ========
Contributed equity 42,931 42,931
Retained earnings/(accumulated losses) 12,198 4,655
-------- --------
Total equity 55,129 47,586
======== ========
32
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
25. SUPERANNUATION COMMITMENTS:
The Consolidated Entity contributed in respect of employees to the
Jupiters Limited Superannuation Fund, Host Plus Queensland Pty Ltd
trading as Host Super, Sunsuper Superannuation Fund, Superannuation
Trust of Australia, MLC Employee Retirement Plan, CARE Superannuation
Plan and JUST Super.
All funds provide lump sum accumulation type benefits payable on
retirement, early retirement, death, disablement and resignation.
Beyond the agreed contributions to the various funds, Jupiters Limited
has no financial commitment to the funds.
At 30 June 2003 Jupiters Limited Superannuation Fund had sufficient net
assets to satisfy all benefits that would have been vested in the event
of termination of the fund, voluntary termination of employment of all
members and compulsory termination of the employment of all members.
The Company self-funds retirement benefits for 4 non-executive
Directors (2002: 4). During the year ended 30 June 2003, a provision of
$105,000 (2002: $117,500) was made in this regard. A controlled entity
(Breakwater Island Limited) also self-funds retirement benefits for all
of its Directors. During the year a provision of $237,377 (2002:
$296,646) was made in this regard.
26. SEGMENT INFORMATION:
(a) SEGMENT REPORTING
Inter-segment pricing is determined on the basis of cost or
cost plus a mark up of 10% to 30%. Segment results, assets and
liabilities include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
Unallocated items mainly comprise income-earning assets and
related revenue, borrowings and related expenses and goodwill
and related amortisation. Segment capital expenditure is the
total cost incurred during the year to acquire segment assets.
(b) BUSINESS SEGMENTS
The Consolidated Entity comprises the following business
segments, based on the Consolidated Entity's management
reporting system.
Land Based Operations
Comprises hotel and casino operations at Hotel Conrad and
Jupiters Casino (Gold Coast), Hotel Conrad and Treasury Casino
(Brisbane) and Jupiters Townsville Hotel and Casino and
Breakwater Marina (Townsville).
Wide-Area Operations
Comprises keno operations in Queensland and New South Wales
and gaming machine monitoring and related activities in
Queensland.
Technology Operations
Comprises national gaming and information technology service
provider AWA Technology Services and Jupiters Technology.
Sportsbetting Operations
Comprises Centrebet sportsbetting business.
(c) GEOGRAPHICAL SEGMENT
The Consolidated Entity's business segments operate
predominantly in one geographical segment, Australia.
33
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
26. SEGMENT INFORMATION (CONT'D):
SPORTS- NET
LAND BASED WIDE-AREA TECHNOLOGY BETTING INTEREST UNALLOCATED ELIMINATIONS CONSOLIDATED
BUSINESS SEGMENTS $000 $000 $000 $000 $000 $000 $000 $000
- ------------------------------------------------------------------------------------------------------------------------------------
2003
REVENUE
External sales 599,241 122,861 30,301 30,818 1,790 2,701 - 787,712
Intersegment revenue 838 - 26,846 - - 51,931 (79,615) -
------- ------- ------ ------ ------- ------- ------- ---------
Total segment revenue 600,079 122,861 57,147 30,818 1,790 54,632 (79,615) 787,712
------- ------- ------ ------ ------- ------- ------- ---------
RESULT
Segment result 111,615 33,383 2,726 5,799 (35,685) (22,055) (6,702) 89,081
------- ------- ------ ------ ------- ------- -------
Income tax expense (30,013)
---------
Net profit - before outside equity
interests 59,068
Net profit - attributable to outside
equity interests (549)
---------
Net profit - attributable to members
of the Company 58,519
=========
ASSETS
Segment assets 902,806 46,309 20,367 30,765 - 718,807 (666,638) 1,052,416
=========
LIABILITIES
Segment liabilities 59,299 17,336 8,643 14,355 - 537,390 (63,571) 573,452
=========
OTHER INFORMATION
Acquisition of property, plant and
equipment and intangible
assets 46,851 7,761 2,430 6,773 - 477 - 64,292
=========
Depreciation and amortisation 29,693 10,873 1,354 4,134 - 11,018 (3,104) 53,968
=========
34
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
26. SEGMENT INFORMATION (CONT'D):
SPORTS- NET
LAND BASED WIDE-AREA TECHNOLOGY BETTING INTEREST UNALLOCATED ELIMINATIONS CONSOLIDATED
BUSINESS SEGMENTS $000 $000 $000 $000 $000 $000 $000 $000
- ------------------------------------------------------------------------------------------------------------------------------------
2002
REVENUE
External sales 607,529 117,812 31,273 30,417 2,826 6,416 - 796,273
Intersegment revenue 795 - 22,907 - 13,746 (37,448) -
------- ------- ------ ------ ------- ------- -------- ---------
Total segment revenue 608,324 117,812 54,180 30,417 2,826 20,162 (37,448) 796,273
------- ------- ------ ------ ------- ------- -------- ---------
RESULT
Segment result 142,103 25,306 (1,884) 11,631 (27,524) (12,467) (11,860) 125,305
------- ------- ------ ------ ------- ------- --------
Income tax expense (46,516)
---------
Net profit - before outside equity
interests 78,789
Net profit - attributable to outside
equity interests (720)
---------
Net profit - attributable to members
of the Company 78,069
=========
ASSETS
Segment assets 908,587 46,789 14,956 30,820 - 652,678 (586,499) 1,067,331
=========
LIABILITIES
Segment liabilities 60,356 17,889 8,552 15,081 - 491,824 4,222 597,924
=========
OTHER INFORMATION
Acquisition of property, plant and
equipment and intangible
assets 35,531 2,787 579 4,118 - 3,708 - 46,723
=========
Depreciation and amortisation 26,969 13,972 851 3,109 - 13,393 (3,872) 54,422
=========
35
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
27. FINANCIAL INSTRUMENTS:
(a) OBJECTIVES FOR HOLDING DERIVATIVE FINANCIAL INSTRUMENTS
The Consolidated Entity uses derivative financial instruments to
manage its exposure to the risk of movement in interest rates and
foreign currency on long term borrowings. In this regard, the
Consolidated Entity has entered into a cross currency interest rate
swap agreement (refer Note 16).
(b) INTEREST RATE RISK EXPOSURES
The Consolidated Entity is exposed to interest rate risk through
primary financial assets and liabilities, modified through derivative
financial instruments such as interest rate swaps and offset
agreements. The following tables summarise interest rate risk for the
Consolidated Entity, together with effective interest rates as at
balance date.
36
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
27. FINANCIAL INSTRUMENTS (CONT'D):
(b) INTEREST RATE RISK EXPOSURES (CONT'D)
FIXED INTEREST
2003 RATE MATURING IN
- --------------------------------------------------------------------------------------------------------------------
FLOATING OVER 1 MORE NON-
INTEREST 1 YEAR TO THAN INTEREST AVERAGE
RATE (i) OR LESS 5 YEARS 5 YEARS BEARING TOTAL INTEREST RATE
- --------------------------------------------------------------------------------------------------------------------
$000 $000 $000 $000 $000 $000 FLOATING FIXED
% %
Financial Assets
Cash 77,933 - - - - 77,933 4.69% -
Trade debtors (net) - - - - 18,791 18,791 - -
- -------------------------------------------------------------------------------------------------------------------
Financial Liabilities
Trade creditors - - - - 33,947 33,947 - -
Finance lease liabilities - 347 - - - 347 - 5.98%
Unsecured notes (ii) - - 202,096 - - 202,096 - 8.5%
Hedge payable - restatement of
unsecured notes hedge (ii) - 12,326 - - - 12,326 - -
Unsecured commercial bills - 45,000 - - - 45,000 - 5.59%
Reset preference shares - - - 190,174 - 190,174 - 8.15%
- -------------------------------------------------------------------------------------------------------------------
Net Financial Assets/(Liabilities) 77,933 (57,673) (202,096) (190,174) (15,156) (387,166)
- -------------------------------------------------------------------------------------------------------------------
FIXED INTEREST
2002 RATE MATURING IN
- --------------------------------------------------------------------------------------------------------------------
FLOATING OVER 1 MORE NON-
INTEREST 1 YEAR TO THAN INTEREST AVERAGE
RATE (i) OR LESS 5 YEARS 5 YEARS BEARING TOTAL INTEREST RATE
- --------------------------------------------------------------------------------------------------------------------
FLOATING FIXED
$000 $000 $000 $000 $000 $000 % %
Financial Assets
Cash 80,301 - - - - 80,301 4.66% -
Bills of exchange - 5,000 - - - 5,000 - 4.65%
Trade debtors (net) - - - - 13,029 13,029 - -
Hedge receivable - restatement
of unsecured notes hedge (ii) - - 24,052 - - 24,052 - -
- -------------------------------------------------------------------------------------------------------------------
Financial Liabilities
Trade creditors - - - - 31,340 31,340 - -
Finance lease liabilities - 1,827 347 - - 2,174 - 6.26%
Unsecured notes (ii) - - 238,474 - - 238,474 - 8.50%
Reset preference shares - - - 190,174 - 190,174 - 8.15%
Bill facilities - - 2,700 - - 2,700 - 5.80%
- -------------------------------------------------------------------------------------------------------------------
Net Financial Assets/(Liabilities) 80,301 3,173 (217,469) (190,174) (18,311) (342,480)
- -------------------------------------------------------------------------------------------------------------------
(i) Floating interest rates represent the most recently determined rate
applicable to the instrument at balance date.
(ii) A cross currency interest rate swap converts the entire principal and
coupon of the unsecured notes into Australian dollars at a fixed rate of
interest until March 2004 net of the restatement of the unsecured notes
(refer Notes 13 and 17).
37
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
27. FINANCIAL INSTRUMENTS (CONT'D):
(c) CREDIT RISK EXPOSURES
Credit exposure represents the extent of credit related losses that
the Consolidated Entity may be subject to on amounts to be exchanged
under the cross currency interest rate swap agreement or to be
received from financial assets. The Consolidated Entity, whilst
exposed to credit related losses in the event of non-performance by
the counterparty to the cross currency interest rate swap agreement,
does not expect the counterparty to fail to meet its obligations given
its high credit rating. Receivables due from major counterparties are
not normally secured by collateral, however, the creditworthiness of
counterparties is regularly monitored.
The Consolidated Entity's exposures to items on the statement of
financial position credit risk are as indicated by the carrying
amounts of its financial assets.
The major geographic concentrations of credit risk arise from the
location of the counterparties to the Consolidated Entity's financial
assets as shown in the following table.
Location of Credit Risk - Net Trade Debtors Consolidated
------------
2003 2002
$000 $000
---- ----
Australia 12,458 11,186
Asia 6,122 1,504
Other 211 339
------ ------
Net Trade Debtors (Note 8) 18,791 13,029
====== ======
(d) NET FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The carrying amounts of financial assets and liabilities approximate
their estimated fair values except as noted below. The net fair value
of a financial asset or a financial liability is the amount at which
the asset could be exchanged, or liability settled in current
transactions between willing parties after allowing for transaction
costs. The net fair value of the cross currency interest rate swap at
30 June 2003 is estimated to be $3.0 million and represents the net
amount receivable if the derivative was terminated at that date (2002:
$10.8 million receivable) (refer Note 13).
The net fair value of the reset preference shares at 30 June 2003 is
$107.20 per share (2002: $103.45) as determined by the closing value
on the Australian Stock Exchange at that date (including accrued
interest) (refer Note 16).
38
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
28. DISCONTINUING OPERATION:
On 5 March 2003, the Board of Directors decided to divest the sportsbetting
business trading as Centrebet. The business is expected to be divested in
the year ending 30 June 2004. The business to be divested comprises the
entire sportsbetting business segment described in Note 26.
2003 2002
$000 $000
---- ----
The financial performance of Centrebet for the year ended 30 June 2003 is
as follows:
Revenues from ordinary activities 31,349 31,206
Expenses from ordinary activities (25,187) (18,866)
------- -------
Profit before income tax expense 6,162 12,340
Income tax expense relating to ordinary activities (2,880) (4,785)
------- -------
Profit from ordinary activities after income tax expense 3,282 7,555
======= =======
The carrying amounts of total assets to be disposed of and total
liabilities to be settled as at 30 June 2003 are as follows:
Total assets 31,172 31,433
Total liabilities 31,085 31,433
------- -------
Net assets 87 -
======= =======
The net cashflows attributable to Centrebet for the year ended 30 June
2003 are as follows:
Operating 6,255 14,193
Investing (6,187) (6,218)
Financing (3,917) (9,133)
------- -------
Net cash outflows (3,849) (1,158)
======= =======
29. MERGER WITH TABCORP HOLDINGS LIMITED:
On 5 March 2003, the Company and TABCORP Holdings Limited announced a
proposal to merge pursuant to schemes of arrangement under the Corporations
Act (2001).
On 12 June 2003, the Company and TABCORP Holdings Limited entered into an
agreement to implement the merger, following the conduct by each party of
detailed due diligence on the other party.
The proposed merger is to be implemented by way of schemes of arrangement,
requiring meetings of the Company's ordinary shareholders, reset preference
shareholders and option holders which are scheduled to be held on 24
October 2003. The meetings are to be convened by the Supreme Court of
Queensland. The merger also requires the approval of the Queensland State
Government.
If the merger proceeds, the Company will become a controlled entity of
TABCORP Holdings Limited.
39
JUPITERS LIMITED
AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
AT 30 JUNE 2003
29. MERGER WITH TABCORP HOLDINGS LIMITED (CONT):
The consideration offered by TABCORP Holdings Limited to holders of
ordinary shares in the Company is as follows:
For every 100 Jupiters ordinary shares held, it is proposed that Jupiters'
ordinary shareholders will receive:
- $285 in cash;
- 24 TABCORP Holdings Limited shares;
- a special dividend, being a total of $75 (fully franked); and
- after tax net proceeds from the sale of the Company's sportsbetting
business, Centrebet.
The form of payment of the consideration may vary depending on tax rulings
which have been requested from the Australian Taxation Office. In addition,
the Company's ordinary shareholders can elect to receive all cash or all
TABCORP Holdings Limited shares as consideration, however both the cash and
shares are subject to a cap.
TABCORP Holdings Limited has also offered consideration to reset preference
shareholders consisting of $105.26 for each reset preference share held,
plus any accrued dividends.
TABCORP Holdings Limited has offered cash consideration to option holders
of $2.07 per option for those expiring in August 2011 and $2.14 for those
expiring in November 2011.
If the proposed merger does not proceed, the Company has agreed to pay up
to $12.2 million of merger related costs incurred by TABCORP Holdings
Limited. Similarly, TABCORP Holdings Limited has agreed to pay up to $7.5
million of merger related costs incurred by the Company.
During the year ended 30 June 2003, the Company incurred costs totalling
$4.0 million in relation to the merger. These costs have been expensed in
the Statement of Financial Performance.
30. EVENTS SUBSEQUENT TO BALANCE DATE:
On 12 August 2003, the Directors of Jupiters Limited declared a final
dividend on ordinary shares in respect of the 2003 financial year. The
total amount of the dividend is $24,214,104 which represents a fully
franked dividend of 12 cents per share. The dividend has not been provided
for in the 30 June 2003 financial statements.
40
JUPITERS LIMITED
A.C.N. 010 741 045
AND ITS CONTROLLED ENTITIES
DIRECTORS' DECLARATION
The Directors declare that:
(a) the financial statements and associated notes comply with the
Accounting Standards and Corporations Regulations (2001);
(b) the financial statements and associated notes give a true and fair view
of the financial position as at 30 June 2003 and performance of the
Company and Consolidated Entity for the year then ended; and
(c) in the Directors' opinion:
(i) there are reasonable grounds to believe that the Company will
be able to pay its debts as and when they become due and
payable, and the entities who are party to the deed described
in Note 24, will together be able to meet any obligations or
liabilities to which they are, or may become subject to by
virtue of the Deed of Cross Guarantee dated 12 June 1992; and
(ii) the financial statements and notes are in accordance with the
Corporations Act (2001), including sections 296 and 297.
Made in accordance with a resolution of Directors.
/s/ L.J. WILLETT
L.J. WILLETT
Chairman
/s/ R.A. HINES
R.A. HINES
Managing Director
Brisbane
12 August 2003
41
[ERNST & YOUNG LETTERHEAD]
INDEPENDENT AUDIT REPORT TO MEMBERS OF JUPITERS LIMITED
SCOPE
THE FINANCIAL REPORT AND DIRECTORS' RESPONSIBILITY
The financial report comprises the statement of financial position, statement of
financial performance, statement of cash flows, accompanying notes to the
financial statements, and the directors' declaration for Jupiters Limited (the
company) and the consolidated entity, for the year ended 30 June 2003. The
consolidated entity comprises both the company and the entities it controlled
during that year.
The directors of the company are responsible for preparing a financial report
that gives a true and fair view of the financial position and performance of the
company and the consolidated entity, and that complies with Accounting Standards
in Australia, in accordance with the Corporations Act 2001. This includes
responsibility for the maintenance of adequate accounting records and internal
controls that are designed to prevent and detect fraud and error, and for the
accounting policies and accounting estimates inherent in the financial report.
AUDIT APPROACH
We conducted an independent audit of the financial report in order to express an
opinion on it to the members of the company. Our audit was conducted in
accordance with Australian Auditing Standards in order to provide reasonable
assurance as to whether the financial report is free of material misstatement.
The nature of an audit is influenced by factors such as the use of professional
judgement, selective testing, the inherent limitations of internal control, and
the availability of persuasive rather than conclusive evidence. Therefore, an
audit cannot guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial
report presents fairly, in accordance with the Corporations Act 2001, including
compliance with Accounting Standards in Australia, and other mandatory financial
reporting requirements in Australia, a view which is consistent with our
understanding of the company's and the consolidated entity's financial position,
and of their performance as represented by the results of their operations and
cash flows.
We formed our audit opinion on the basis of these procedures, which included:
- - examining, on a test basis, information to provide evidence supporting
the amounts and disclosures in the financial report, and
- - assessing the appropriateness of the accounting policies and
disclosures used and the reasonableness of significant accounting
estimates made by the directors.
While we considered the effectiveness of management's internal controls over
financial reporting when determining the nature and extent of our procedures,
our audit was not designed to provide assurance on internal controls.
[ERNST & YOUNG LETTERHEAD]
We performed procedures to assess whether the substance of business transactions
was accurately reflected in the financial report. These and our other procedures
did not include consideration or judgment of the appropriateness or
reasonableness of the business plans or strategies adopted by the directors and
management of the company.
INDEPENDENCE
We are independent of the company, and have met the independence requirements of
Australian professional ethical pronouncements and the Corporations Act 2001. In
addition to our audit of the financial report, we were engaged to undertake the
services disclosed in the notes to the financial statements. The provision of
these services has not impaired our independence.
AUDIT OPINION
In our opinion, the financial report of Jupiters Limited is in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the financial position of
Jupiters Limited and the consolidated entity at 30 June 2003
and of their performance for the year ended on that date; and
(ii) complying with Accounting Standards in Australia and the
Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.
Ernst & Young
Mark Hayward
Partner
Brisbane
12 August 2003