SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to ________________
Commission file number 333-10374
JUPITERS LIMITED
(Exact name of Registrant as specified in its charter)
AUSTRALIA
(Jurisdiction of incorporation or organization)
9TH FLOOR, NIECON TOWER
17 VICTORIA AVENUE
BROADBEACH, QUEENSLAND, 4218
AUSTRALIA
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act
8.5% SENIOR REDEEMABLE NOTES DUE 2006
(Title of class)
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Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes No
------------
Indicate by check mark which financial statement item the registrant has elected
to follow.
[X] Item 17 Item 18
1
JUPITERS LIMITED
FORM 20-F
ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2003
TABLE OF CONTENTS
CERTAIN TERMINOLOGY.......................................................................................... 3
CURRENCY OF PRESENTATION AND EXCHANGE RATES.................................................................. 3
PRESENTATION OF FINANCIAL INFORMATION........................................................................ 4
PART I
Item 1. Identity of Directors, Senior Management and Advisers............................................. 5
Item 2. Offer Statistics and Expected Timetable........................................................... 5
Item 3. Key Information................................................................................... 6
Item 4. Information on the Company........................................................................ 15
Item 5. Operating and Financial Review and Prospects...................................................... 33
Item 6. Directors, Senior Management and Employees........................................................ 57
Item 7. Major Shareholders and Related Party Transactions................................................. 65
Item 8. Financial Information............................................................................. 67
Item 9. The Offer and Listing............................................................................. 68
Item 10. Additional Information............................................................................ 69
Item 11. Quantitative and Qualitative Disclosures about Market Risk........................................ 85
Item 12. Description of Securities Other than Equity Securities............................................ 86
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies................................................... 87
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds...................... 87
Item 15. Controls and Procedures........................................................................... 88
Item 16A. Audit Committee Financial Expert.................................................................. 89
Item 16B. Code of Ethics.................................................................................... 89
Item 16C. Principal Accountant Fees and Services............................................................ 89
PART III
Item 17. Financial Statements.............................................................................. 90
Item 18. Financial Statements.............................................................................. 90
Item 19. Exhibits.......................................................................................... 123
SIGNATURES
2
CERTAIN TERMINOLOGY
"Jupiters", the "Company" and "we" as used in this Annual Report refer to
Jupiters Limited and its controlled entities as an economic entity, except where
we make clear that such terms mean only the parent company, Jupiters Limited.
"Park Place" refers to Park Place Entertainment Corporation and "BI Gaming"
refers to BI Gaming Corporation, a wholly owned subsidiary of Park Place.
The "Notes" refers to the 8.5% Senior Redeemable Notes due 2006 that have been
registered under the Securities Act of 1933 by Jupiters.
"Conrad Jupiters" refers to the Hotel Conrad and Jupiters Casino, the Company's
hotel/casino property located on the Gold Coast in the state of Queensland,
Australia. "Conrad Treasury" refers to the Conrad International Hotel and
Treasury Casino, the Company's hotel/casino property located in Brisbane, the
capital city of the state of Queensland, Australia. "Jupiters Townsville" refers
to Jupiters Townsville Hotel and Casino", the Company's hotel/casino property in
the north of Queensland, Australia.
CURRENCY OF PRESENTATION AND EXCHANGE RATES
Jupiters publishes its consolidated financial statements in Australian dollars
("A$"). Unless otherwise indicated, or the context otherwise requires, all
dollar amounts in this Annual Report are expressed in Australian dollars.
The following table sets forth, for the periods and dates indicated, information
concerning the rates of exchange of A$1.00 into U.S. dollars based on the noon
buying rate in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York. The
average noon buying rates included in the following table were computed based on
the noon buying rate on the last day of each month in the relevant period.
YEAR ENDED JUNE 30, AT PERIOD END AVERAGE HIGH LOW
- ------------------------- ------------- --------- --------- ---------
1999..................... US$0.6611 US$0.6245 US$0.6712 US$0.5500
2000..................... 0.5971 0.6238 0.6703 0.5685
2001..................... 0.5100 0.5320 0.5996 0.4828
2002..................... 0.5628 0.5240 0.5748 0.4841
2003..................... 0.6713 0.5884 0.6729 0.5280
MONTH ENDED HIGH LOW
- ----------- --------- ---------
April 2003............... US$0.6262 US$0.5970
May 2003................. 0.6585 0.6298
June 2003................ 0.6729 0.6564
July 2003................ 0.6823 0.6454
August 2003.............. 0.6593 0.6390
September 2003........... 0.6810 0.6395
The Australian dollar is convertible into U.S. dollars at freely floating rates
and there are currently no applicable exchange control restrictions in
Australia. On October 14, 2003, the noon buying rate was US$0.6889 per A$1.00.
3
PRESENTATION OF FINANCIAL INFORMATION
Unless otherwise stated, the financial statements included in Item 17 of the
Annual Report (the "Financial Statements") have been prepared in accordance with
Australian Generally Accepted Accounting Principles ("GAAP") which differ in
certain respects from U.S. GAAP. You should read Note 31 to the Financial
Statements for a discussion of these differences.
Amounts and percentages appearing in this Annual Report may not total due to
rounding.
4
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
5
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
FISCAL YEAR ENDED JUNE 30,
---------------------------------------------------------------
1999 2000 2001 2002 2003
--------- ------------ ----------- ----------- ------------
(DOLLARS IN THOUSANDS (EXCEPT PER SHARE DATA))
FINANCIAL DATA
AMOUNTS IN ACCORDANCE WITH
AUSTRALIAN GAAP
FINANCIAL PERFORMANCE
Operating revenues....................................... A$568,892 A$ 672,673 A$ 768,970 A$ 789,048 A$ 783,768
Operating expenses....................................... 481,708 548,009 622,269 636,219 659,001
Interest expense, net.................................... 20,387 19,289 20,705 27,524 35,686
Profit from ordinary activities before income tax
expense............................................... 66,797 105,375 125,996 125,305 89,081
Income tax expense....................................... 22,237 37,947 46,975 46,516 30,013
Net profit after income tax and outside equity interest.. 44,560 67,428 77,100 78,069 58,519
Basic (and diluted) earnings per share (Australian
cents)................................................ 18.5 27.9 31.9 33.6 29.0
Dividends provided for or paid per share (Australian
cents)................................................ 14.0 17.0 19.0 21.0 29.0
Basic (and diluted) earnings per share (US cents)(1) 12.2 16.7 16.3 18.9 19.5
Dividends provided for or paid per share (US cents)(1) 9.3 10.1 9.7 11.8 19.5
BALANCE SHEET DATA (AT PERIOD END)
Cash assets.............................................. 83,868 122,946 116,742 85,301 77,933
Total current assets..................................... 116,862 169,844 177,056 133,915 144,642
Property, plant and equipment............................ 683,253 748,551 744,622 746,867 758,842
Total assets............................................. 878,578 1,110,117 1,141,535 1,067,331 1,052,416
Non-current interest bearing liabilities................. 219,917 332,480 340,739 431,695 392,270
Total liabilities........................................ 344,552 520,976 520,891 597,924 573,452
Contributed equity....................................... 466,125 466,125 466,125 310,457 312,954
Total equity............................................. 534,026 589,141 620,644 469,407 478,964
OTHER FINANCIAL DATA
EBITDA(2) (refer below).................................. 126,540 170,132 198,519 207,251 178,733
Net cash flows:
Operating activities.................................. 87,796 154,657 117,980 136,190 85,561
Investing activities.................................. (46,695) (173,956) (46,935) (48,124) (88,280)
Financing activities.................................. (4,256) 58,377 (77,249) (119,507) (4,649)
Depreciation and amortization............................ 39,356 45,468 51,818 54,422 53,968
Purchase of property plant and equipment................. 37,924 32,070 44,458 46,313 63,005
Ratio of earnings to fixed charges....................... 3.8x 5.4x 5.7x 5.1x 3.4x
Number of ordinary shares................................ 241,357 241,357 241,357 201,346 201,784
AMOUNTS IN ACCORDANCE WITH U.S. GAAP
Operating revenues....................................... A$557,963 A$ 660,273 A$ 714,323 A$ 738,338 A$ 750,813
Net profit after income tax and outside equity interest.. 41,530 63,745 42,769 93,310 76,762
EBITDA(2) (refer below).................................. 126,540 170,132 152,262 232,918 202,876
Net cash flows:
Operating activities.................................. 87,796 154,657 112,345 131,835 85,561
Investing activities.................................. (46,695) (173,956) (45,325) (46,399) (88,280)
Financing activities.................................. (4,256) 58,377 (75,539) (113,332) (4,649)
Basic (and diluted) earnings per share (cents)........... 17.2 26.4 17.7 40.1 38.1/(37.2)
Cash assets.............................................. 83,868 122,946 109,767 81,871 77,933
Total assets............................................. 842,433 1,021,797 1,078,827 969,537 1,022,218
Non-current interest bearing liabilities................. 219,917 320,809 334,739 419,226 384,734
Total equity............................................. 520,881 550,383 557,908 431,004 465,372
Ratio of earnings to fixed charges (refer Exhibit 7.1) 3.6x 5.2x 4.0x 5.8x 4.1x
6
FISCAL YEAR ENDED JUNE 30,
-------------------------------------------------
1999 2000 2001 2002 2003
-------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
EBITDA CALCULATIONS(2)
Net profit after income tax before outside equity
interest ........................................... 44,560 67,428 79,021 78,789 59,068
Income tax expense .................................... 22,237 37,947 46,975 46,516 30,013
Interest expense, net ................................. 20,387 19,289 20,705 27,524 35,684
Depreciation and amortization ......................... 39,356 45,468 51,818 54,422 53,968
------- ------- ------- ------- -------
EBITDA Australian GAAP ................................ 126,540 170,132 198,519 207,251 178,733
U.S. GAAP adjustments:
Keno development costs ............................. - - - - -
Investment in associated entity .................... - - - - -
Outside equity interest - share of net profit ...... - - (1,921) (720) (549)
Cumulative effect of accounting change ............. - - (16,725) - -
Mark to fair value of cross currency interest rate
swap during the period .......................... - - 14,168 3,577 (7,769)
Unrealized foreign exchange gain/(loss) on Notes ... - - (41,779) 27,483 36,378
Write back of Jupiters Machine Gaming impairment ...
charge .......................................... - - - 1,131 (246)
Software development costs ......................... - - - (1,564) -
Debt issuance costs ................................ - - - (955) -
Deferred costs .................................... - - - (3,285) (1,936)
Stock based compensation ........................... - - - - (1,735)
------- ------- ------- ------- -------
EBITDA U.S. GAAP ...................................... 126,540 170,132 152,262 232,918 202,876
------- ------- ------- ------- -------
OTHER DATA
Average daily hotel occupancy
Conrad Jupiters .................................... 67.6% 68.1% 65.1% 60.3% 62.4%
Conrad Treasury .................................... 68.5% 68.3% 70.6% 74.7% 78.5%
Jupiters Townsville(3) ............................. 49.9% 47.6% 49.8%
Hotel rooms (at period end)
Conrad Jupiters .................................... 609 609 609 603 603
Conrad Treasury .................................... 135 135 130 130 130
Jupiters Townsville(2) ............................. 192 193 194
Casino square footage (at period end)
Conrad Jupiters .................................... 50,800 50,800 50,800 68,458 68,458
Conrad Treasury .................................... 53,600 53,600 53,600 53,600 53,600
Jupiters Townsville ................................ 16,400 16,400 16,400
Gaming machines (at period end)
Conrad Jupiters .................................... 1,163 1,157 1,197 1,328 1,348
Conrad Treasury .................................... 1,178 1,186 1,214 1,312 1,329
Jupiters Townsville(3) ............................. 248 282 292
Table games (at period end)
Conrad Jupiters .................................... 88 90 87 98 103
Conrad Treasury .................................... 95 95 99 89 86
Jupiters Townsville(3) ............................. 16 23 16
- -----------------------
(1) The financial data has been translated from Australian dollars into US
dollars using the noon buying rate at the end of the period as set out in
the table under the heading "Currency of Presentation and Exchange Rates".
(2) EBITDA as used in this annual report is an unaudited non-GAAP measure that
we define as earnings before interest, taxes, depreciation and
amortization. This information comes from our historical financial
statements. We have included EBITDA information because it is one of the
measurements we use to assess our financial performance and is important
indicator of the operating profits or losses (cash flow) of our business.
We also believe that EBITDA is a measure of performance used by some
investors, equity analysts and others to make informed investment
decisions. EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating activities (as determined in
accordance with Australian GAAP) and should not be construed as an
indication of a company's operating performance or as a measure of
liquidity. In addition, EBITDA may not be comparable to similarly titled
measures of other companies.
7
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
You are cautioned that an investment in Jupiters' securities is subject to a
number of risks.
The extent to which Jupiters incurs additional debt could affect its ability to
repay the Notes.
The incurrence by Jupiters of additional debt under the current credit
facilities or future credit facilities, could result in important consequences.
For instance, additional indebtedness could:
- - make it more difficult for Jupiters to satisfy its obligations under
the Notes;
- - limit Jupiters' ability to use operating cash flow in other areas of
its business because it must dedicate a substantial portion of these
funds to make payments of interest and principal on its indebtedness;
- - limit Jupiters' ability to fund future working capital, capital
expenditures, acquisitions, investments and other general corporate
requirements;
- - place Jupiters at a competitive disadvantage compared to its
competitors that have less debt; and
- - limit Jupiters' ability to react to changes in its industry and the
economy in general.
Covenants in the Indenture governing the Notes and in Jupiters' credit
facilities restrict Jupiters' flexibility in operating its business.
The Indenture governing the Notes and Jupiters' credit facilities contain
restrictive covenants. These covenants include restrictions on the ability of
Jupiters and the subsidiary guarantors to:
- - incur additional indebtedness;
- - create liens or other encumbrances;
- - make payments and investments;
- - sell or otherwise dispose of assets; and
- - merge or consolidate with other entities.
The credit facilities contain restrictive covenants that in some ways are more
restrictive than those contained in the Indenture. The credit facilities require
Jupiters to maintain specified consolidated financial ratios.
8
Failure of Jupiters or a subsidiary guarantor to comply with the covenants or
other provisions of its debt instruments, including the Indenture and the credit
facilities, could result in an event of default under the debt instruments. An
event of default under a debt instrument could cause (1) the related debt to
become immediately due and payable and (2) debt issued under a different
instrument to become immediately due and payable under cross-acceleration or
cross-default provisions. The Indenture and Jupiters' credit facilities contain
cross-default and cross-acceleration provisions.
The anticipated merger of Jupiters with TABCORP could adversely impact Jupiters'
business, results of operations and financial condition in the future.
On June 12, 2003, Jupiters entered into a merger agreement with TABCORP Holdings
Limited. The agreement establishes the framework for the merger of Jupiters and
TABCORP. In the event that the merger becomes effective, Jupiters will become a
subsidiary of TABCORP.
There are risks associated with integrating the cultures and operations of
Jupiters and TABCORP. Specific risks include (1) integrating accounting and
financial systems; (2) integrating information technology and support functions;
(3) integrating new management (including human resource management) systems and
styles; (4) loss of key staff and (5) implementing new strategies. There is also
a risk that, if the merger is consummated and the integration of Jupiters and
TABCORP is not completed in a timely manner, it may negatively affect key
stakeholders such as customers, employees or suppliers. Should the merger take
place, there can be no assurance given that the consequences of the merger would
not adversely impact Jupiters' future business, results of operations or
financial condition.
Macro economic factors and the impact of global events could negatively affect
Jupiters' business.
Jupiters depends upon discretionary spending by Australian and overseas
businesses and individuals. During the year ended June 30, 2003, global events
such as the war in Iraq and the severe acute respiratory syndrome epidemic in
Asia impacted the level of international tourist activity to Australia. The
general state of the Australian and world economies can also influence the level
of profitability of Jupiters and its ability to meet its obligations under the
Indenture. Adverse economic conditions could have a material adverse effect on
domestic and international tourism in Australia and the demand for Jupiters'
products and services, particularly its premium player business. Any significant
downturn in economic conditions or future events of global significance,
including acts of terrorism, could have a material adverse effect on Jupiters'
business, results of operations and financial condition in the future.
Jupiters bears the risk of cost overruns in the construction of the Gold Coast
Convention & Exhibition Centre
Jupiters is currently developing a convention and exhibition center that is to
be located adjacent to Conrad Jupiters on behalf the Queensland Government. The
development is Government funded. However, Jupiters bears the risk of cost
overruns in the construction of the complex, which is due to open in mid-2004.
There can be no assurance given that Jupiters will not be exposed to any cost
overruns. See " Item 10 - Additional Information - Material Contracts - Gold
Coast Convention & Exhibition Centre Development Agreement."
Jupiters bears the risk of operating the Gold Coast Convention & Exhibition
Centre.
Jupiters has entered into a management agreement with the Queensland Government
to operate the Gold Coast Convention & Exhibition Centre. Although Jupiters will
not own the complex, under the terms of the management agreement, Jupiters is
responsible for any operating losses incurred by the complex but is entitled to
recover any losses from any future operating surpluses of the complex. If the
complex incurs
9
significant losses it could have a material adverse effect on Jupiters'
business, financial condition and results of operations. See "Item 10 -
Additional Information - Material Contracts - Gold Coast Convention & Exhibition
Centre Management Agreement."
Additional responsible gaming and other initiatives by regulators and Government
could adversely impact Jupiters' casino business.
The Queensland Government and other Australian State Governments are currently
considering and implementing regulations to foster the provision of gaming
services in a more responsible manner. The Queensland Government has imposed
limitations on the denominations of dollar bills that may be accepted by note
acceptors attached to gaming machines in the state. Since December 2001, the
maximum dollar bill that can be accepted by such note acceptors in Queensland is
A$20. Previously there was no such limit. Australian currency is available in
A$5, $10, $20, $50 and $100 dollar bills. While the impact of this limitation
cannot be reliably measured, Jupiters believes it has had some adverse impact on
its gaming machine turnover.
Regulations introduced in other Australian states have included smoking bans in
gaming machine venues, restrictions on operating hours, restrictions on
advertising and approval restrictions on new gaming product. There can be no
assurance such regulations will not be introduced into Queensland, nor can there
be any assurance that such regulations will not have a material adverse impact
on Jupiters' business, financial condition or results of operations.
Jupiters competes with Australian and international casinos for premium players.
Jupiters' two wholly owned hotel/casinos, which are located in Queensland,
compete for premium players primarily with:
- - Crown Casino in Melbourne, Victoria; and
- - Burswood International Resort Casino in Perth, Western Australia.
Star City Casino in Sydney, New South Wales, withdrew from the premium player
market in June 2001. However, it could re-enter this market at any time. Future
additions, expansions or enhancements to these and other existing properties, or
the development of new casino facilities in Australia, could divert premium
players away from Jupiters' facilities. In addition, major casino operators in
Las Vegas market extensively to Asian premium players. New premium player
facilities are currently proposed for certain Asian locations such as Macau.
These existing and potential competitors could divert Asian premium players from
the Australian gaming market, which could result in a decrease in Jupiters'
premium player business.
Jupiters competes with clubs and bars/pubs for local patrons.
Jupiters competes for local patrons with clubs and bars/pubs that offer gaming
machines. As of June 30, 2003, there were approximately 41,000 gaming machines
in clubs and bars/pubs in Queensland. Enhancements to clubs and bars/pubs in
Queensland, or the gaming machines that they offer, could divert local business
from Conrad Jupiters, Conrad Treasury and Jupiters Townsville.
10
The volatility of commission premium player business could result in defaults
under the Indenture or other debt instruments.
Commission premium player business is highly volatile. Although Jupiters has
historically achieved theoretical win rates over time, during the course of each
year Jupiters can enjoy significant wins and sustain significant losses.
Jupiters considers losses over A$6.0 million to one player or group of players
in a single visit to be significant. Significant losses to premium players on
two occasions in August 1997 contributed to a substantial reduction in Jupiters'
operating profit for the six-month period ended December 31, 1997. Immediately
following these losses, Jupiters temporarily was unable to maintain its interest
coverage ratio under a credit facility. After receiving notice, the lenders
waived this non-compliance. That credit facility was terminated in connection
with the issuance of the Notes. The volatility of commission premium player
business in the future may result in significant periodic declines in operating
revenues and operating profit. As a result, Jupiters may not be able to maintain
the financial ratios under its current or any future credit facilities. Failure
to maintain the financial ratios could result in the acceleration of amounts due
under the credit facilities. Additionally, under the Indenture, the failure to
maintain a financial ratio under a credit facility could also result in the
acceleration of amounts due with respect to the Notes.
The imposition of increased taxes on international third parties by the
Australian Government could adversely impact Jupiters' commission premium player
business.
The Australian Taxation Office has imposed taxes applying to international
commission group organizers on commissions paid by Australian casinos. These
taxes place Australian casino operators at a competitive disadvantage to casino
operators participating in commission premium player business in other
countries. Jupiters has elected to absorb these taxes as a cost of participating
in this business rather than passing it on to the international commission group
organizers. If the rate of this taxation is increased, there can be no assurance
given that Jupiters commission premium player business would not be adversely
affected.
Devaluation of the Australian dollar could increase the relative debt service
cost of the Notes.
Most of Jupiters' assets, liabilities, revenues and expenses are in Australian
dollars. Payments of principal and interest with respect to the Notes, however,
are payable in U.S. dollars. When the Australian dollar depreciates in value
relative to the value of the U.S. dollar, the cost of U.S. dollar liabilities,
as expressed in Australian dollars, becomes more expensive. The Australian
dollar has fluctuated significantly compared to the U.S. dollar since March
1999.
To protect itself from devaluation of the Australian dollar, Jupiters entered
into a five-year cross-currency interest rate swap in March 1999 in connection
with the issuance of the Notes. The cross-currency interest rate swap contains
customary provisions under which Jupiters will make fixed payments of principal
and interest in Australian dollars to the swap counterparty, who, in turn, will
pay principal and interest in U.S. dollars.
The cross-currency interest rate swap agreement will not fully protect Jupiters,
however, if the principal amount of the Notes becomes payable prior to the
expiration of the swap in the event of a change of control or otherwise. See
"Item 5 - Liquidity and Capital Resources - Notes."
In addition, the cross-currency interest rate swap agreement will not protect
Jupiters against devaluation of the Australian currency, as it relates to the
principal and interest payments under the Notes, following the five-year term of
the swap. Devaluation of the Australian currency following the term of the
cross-
11
currency interest rate swap could have a material adverse effect on Jupiters if
it cannot completely hedge its exchange rate exposure at a satisfactory cost.
Future changes to labor laws or Jupiters' inability to negotiate acceptable
labor agreements could adversely affect its business.
Jupiters operates in Australia's highly regulated employment market. The
Australian legal framework provides clearly defined minimum terms and conditions
for a majority of employees, known as awards, and a method for modification of
these terms and conditions to suit specific operational requirements, known as
certified agreements. Jupiters has established certified agreements that cover
various parts of its operations. All of Jupiters' approximate 3,593
non-executive hotel/casino individual employees are covered by an award, a
certified agreement or both.
Jupiters' inability to negotiate from time to time an acceptable certified
agreement could result in:
- - strikes;
- - significant disruption of operations; or
- - increased operating costs as a result of higher wages or benefits paid.
Any future changes to the labor laws of Australia and its States that impose
less favorable awards on Jupiters or significant industrial action by its
employees could have a material adverse effect on Jupiters' business, financial
condition and results of operations.
Australian law could render the subsidiary guarantees invalid.
Under Australian law, a court could avoid on numerous grounds a guarantee given
by a company. For example, a guarantee may be unenforceable against a guarantor
if:
- - the rules permitting a liquidator of a guarantor to successfully avoid
a guarantee, which rules are described below, are applicable; or
- - a guarantor did not receive sufficient commercial benefit to justify
provision of the guarantee.
An insufficient corporate benefit can arise where a company in a corporate
group, such as each subsidiary guarantor, provides a guarantee for the benefit
of another member of the corporate group. What constitutes a sufficient
corporate benefit is a fact-based inquiry, to be made for each guarantor
individually as a separate legal entity. The inquiry weighs several
considerations, including:
- - the nature of the relationship between the companies in the corporate
group and the level of independence with which the companies are
operated;
- - the nature and present value of the benefit and the burden of the
obligations conferred on each company which is a party to the
transaction;
- - whether any tangible benefit is received by the guarantor, including
for example, any proceeds from the arrangement to which the guarantee
relates; and
- - the knowledge of the directors of each guarantor as to the decisions
made by the guarantor.
12
Each subsidiary guarantor has represented and warranted for the benefit of the
holders of Notes that the subsidiary guarantees:
- - have been undertaken in good faith;
- - for the purpose of or in connection with the conduct of its business;
and
- - for its commercial benefit, which is commensurate with the obligations
that it has undertaken.
These representations and warranties, however, may not be determinative of the
matter if a court considered it. Under Australian law, it is possible that in a
proceeding to avoid the subsidiary guarantees, each subsidiary guarantee could
be analyzed differently and produce different results.
In addition, under Australian law, a liquidator may be appointed to wind up a
subsidiary guarantor:
- - by the shareholders of the subsidiary guarantor at any time; or
- - if the subsidiary guarantor is insolvent, by a court upon application
of a creditor.
The liquidator would have power to investigate the validity of prior
transactions and could seek various court orders. These orders could include the
avoidance of transactions entered into prior to the winding up of the subsidiary
guarantor and the repayment of money. Under Australian law, depending upon the
characteristics of a transaction, a liquidator may avoid the transaction if it
were entered into prior to the filing of an application for winding up of a
company. Jupiters cannot be certain that a court would not avoid one or more of
the subsidiary guarantees or that the holders will not be left with a claim
solely against Jupiters.
Certain of Jupiters' gaming licenses may not be renewed.
Certain of Jupiters' gaming licenses have been issued for a finite term as
follows:
- - Brisbane casino license expires 2070;
- - Jupiters Keno license expires 2022;
- - Club Keno license expires 2007; and
- - Gaming machine monitoring license expires 2007.
Jupiters cannot be certain when or whether any of these licenses will be renewed
by the applicable Governments or that licenses will not be issued to competing
third parties. The non-renewal of these gaming licenses or the issuance of such
licences to competing third parties could have a material adverse effect on
Jupiters' business, results of operations and financial condition in the future.
A license may be granted to a third party to operate Keno in New South Wales.
Jupiters has been granted a license to provide Keno gaming in New South Wales.
Keno is an electronic numbers game. Jupiters' Club Keno license permits the
operation of the game of Keno in New South Wales in club and casino venues only.
There is the possibility that a new license may be issued by the New South Wales
Government in the future to operate the game of Keno in pubs throughout New
South Wales. The issue of a license to a third party to operate the game of Keno
in pubs throughout New South
13
Wales could have a material adverse effect on Jupiters' business, results of
operations and financial condition in the future.
Current policy of the New South Wales Government restricts enhancements to
Jupiters' Club Keno game.
Jupiters' experience has shown that the game of Keno requires ongoing
enhancements to maintain customer interest in the game. The New South Wales
Government adopted a policy that restricted Jupiters from enhancing its Club
Keno game in New South Wales. Although this restriction has been relaxed, it has
not been completely lifted. Several products that were waiting approval have
been granted, but each new concept requires rigorous approvals by the
Government.
If similar restrictions were introduced by the Queensland Government in respect
of Jupiters' Keno game in that state, they could have a material adverse effect
on Jupiters' business, results of operations and financial condition.
Certain components of Jupiters' business are reliant on computer systems
Certain components of Jupiters' business, including gaming, are significantly
reliant on various computer systems for their ongoing operations. A prolonged
failure of the computer systems supporting or operated by Jupiters would result
in a significant and immediate loss of revenue and profit to Jupiters and
potential further losses in respect of any longer term negative impacts on
customer satisfaction.
14
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Legal and Commercial Name
Jupiters Limited is a public company that was incorporated under the laws of
Queensland, Australia in 1987. In 1988, it was admitted to the official list of
Australian Stock Exchange Limited. Jupiters Limited acquired the Conrad Jupiters
hotel/casino business of Jupiters Trust in 1988. Jupiters Limited acquired
Jupiters Trust in 1991. Jupiters Trust was established in 1983 to develop Conrad
Jupiters.
Incorporation, Domicile and Legal Form
Jupiters is principally governed by the Australian Corporations Act, the listing
rules of Australian Stock Exchange Limited and the Constitution of the Company.
Additionally, Jupiters' businesses are regulated by specific legislation,
licenses and contractual arrangements.
Jupiters' registered office is located at Level 9, 17 Victoria Avenue,
Broadbeach, Queensland, Australia and the telephone number in Australia is
(61-7) 5584-8900. The Company's Internet address is "www.jupiters.com.au". The
Company's agent for service of process under the Indenture governing the Notes
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington DE 19801 USA.
Recent Developments
Proposed Merger of Jupiters with TABCORP Holdings Limited
On June 12, 2003, Jupiters entered into a merger implementation agreement
("MIA") with TABCORP Holdings Limited. The MIA establishes the framework for the
merger of Jupiters and TABCORP. In the event that the merger of Jupiters and
TABCORP becomes effective, Jupiters will become a subsidiary of TABCORP. It is
anticipated that, subject to shareholder, court and regulatory approvals, the
merger will take effect in mid-November 2003. See "Item 10 - Additional
Information - Material Contracts - Merger Implementation Agreement."
Following the merger, Jupiters will make application to be removed from listing
on the Australian Stock Exchange. If removed, Jupiters would no longer file
documents with the Australian Stock Exchange. As a result, Jupiters would no
longer be required to furnish to the SEC information of the type previously
furnished to the SEC on Form 6-K.
Disposal of the Centrebet Sports Betting Business
In connection with the proposed merger of Jupiters and TABCORP referred to
above, on September 29, 2003, Jupiters entered into a contract for the sale of
the business of Centrebet Pty Ltd ("Centrebet") to the SportsOdds Group for
A$46.55 million. The MIA provides for the sale of the Centrebet business.
Subject to regulatory approval, the sale is expected to occur on October 27,
2003.
15
Principal Capital Expenditures and Divestitures
In fiscal 2001, Jupiters invested A$27.0 million in property, plant and
equipment in connection with the operation of its core businesses.
In addition, Jupiters commenced several capital projects in Conrad Jupiters,
which included the reconfiguration and relocation of the Keno area of the main
gaming floor, a new 517 space carpark and conversion of Fortunes Nightclub to a
new Club Conrad premium player facility. The new Club Conrad opened in September
2001.
In fiscal 2002, Jupiters invested A$46.3 million in property, plant and
equipment in connection with the operation of its core businesses.
In addition, Jupiters commenced several capital projects in Conrad Jupiters,
which included the refurbishment of the former premium player facility to
accommodate a club-style facility for premium gaming machine players. 125
additional gaming machines have been installed in the new facility, which became
operational April 2002. Jupiters also commenced a large scale civil project to
extend Broadbeach Island on which Conrad Jupiters is situated. This extension
was undertaken concurrently with Jupiters' development of the State funded Gold
Coast Convention & Exhibition Centre. See "Item 3 - Key Information - Risk
Factors - Jupiters bears the risk of cost overruns in the construction of the
Gold Coast Convention & Exhibition Centre."
In fiscal 2003, Jupiters invested A$63.0 million in property, plant and
equipment in connection with the operation of its core businesses. Significant
outlays during fiscal 2003 related to the completion of the extension of
Broadbeach Island and investment in new gaming machines.
Capital expenditures are generally funded by cash generated from operations.
Acquisition
As at October 7, 2002, Jupiters owned 47.5% of the units of Breakwater Island
Trust, which owns Jupiters Townsville. On October 7, 2002, Jupiters announced a
takeover offer for the remaining units of Breakwater Island Trust.
Jupiters' offer provided Breakwater Island Trust unitholders two consideration
alternatives:
- - A$0.37 cents for each Breakwater Island Trust unit; or
- - 2 Jupiters Limited ordinary shares for every 31 Breakwater Island Trust
units.
The total consideration offered was A$27.9 million (excluding transaction fees).
The takeover was successfully completed on February 24, 2003.
B. BUSINESS OVERVIEW
Nature of Operations and Principal Activities
Jupiters is a diversified Australian gaming company that:
- - owns three premier hotel/casino entertainment facilities in the
Australian state of Queensland, being Conrad Jupiters (Gold Coast),
Conrad Treasury (Brisbane) and Jupiters Townsville (Townsville);
16
- - operates a real-time, wide-area keno game throughout the Australian
states of Queensland and New South Wales;
- - provides monitoring services and progressive jackpot services for
gaming machines in Queensland;
- - operates an international fixed odds sports book. See "Item 4 -
Information on the Company - History and Development of the Company -
Recent Developments - Disposal of the Centrebet Sports Betting
Business.";
- - operates a nation-wide information technology service and support
business for the Australian gaming and other industries; and
- - develops innovative gaming and wagering technology for use by the
Company and/or sale or license to third parties in Australia and
offshore.
BI Gaming, a wholly owned subsidiary of Park Place, operates Jupiters' two
wholly owned hotel/casinos, Conrad Jupiters on the Gold Coast and Conrad
Treasury in Brisbane, under management contracts that expire in April 2010.
Until April 11, 2002, BI Gaming was an affiliate of Jupiters.
On June 30, 2003, Conrad Jupiters, Conrad Treasury and Jupiters Townsville
together offered:
- - 138,458 square feet of casino space;
- - 2,971 gaming machines;
- - 205 table games;
- - 927 hotel rooms; and
- - 22 restaurants and bars.
Jupiters believes that it is Australia's second largest hotel/casino company in
terms of total casino gaming positions. Jupiters has ownership interests in
three of the four licensed casinos in Queensland that account, in the aggregate,
for 4,199 of the state's approximate 4,996 total casino gaming positions.
Conrad Jupiters
In 1985, Jupiters Trust established the Conrad Jupiters hotel/casino, which is
the only casino resort destination on the Gold Coast. Conrad Jupiters offers a
wide array of amenities catering to local patrons, Australian and international
tourists and premium players. In 1985, the Queensland Government awarded
Jupiters Trust a casino license in perpetuity. The initial A$212.0 million
investment in Conrad Jupiters was financed with approximately A$100 million of
debt and approximately A$112 million of equity.
Known for its beaches and sub-tropical climate, the Gold Coast is one of
Australia's most popular tourist destinations. According to Tourism Queensland,
in the year ended March 31, 2003, the Gold Coast attracted an estimated 3.6
million domestic visitors and an estimated 0.8 million international visitors.
At June 30, 2002, the Gold Coast had approximately 438,470 residents, of whom
approximately 336,000
17
were estimated to be 18 years of age or older. The population is expected to
grow by approximately 2.3% per annum over the next 20 years, making it one of
the fastest growing regions in Australia.
Conrad Jupiters is located approximately 13 miles from Coolangatta Airport on
the Gold Coast, and 50 miles from Brisbane's International Airport. Nearby
sporting and entertainment attractions include golf courses, local clubs,
Dreamworld, Seaworld, Wet `N' Wild Fun Park, Warner Bros. Movieworld and
national parks. Additionally, Conrad Jupiters is located near one of the largest
shopping malls in Australia.
Conrad Jupiters is situated on a 16.3-acre landscaped island facility that is a
short walk from Gold Coast beaches. Conrad Jupiters offers approximately 68,458
square feet of casino space, including Club Conrad, a 21-story 4-1/2 star hotel
and numerous entertainment and dining venues.
At June 30 2003, the casino featured 1,348 gaming machines and 103 table games.
The table games include blackjack, roulette, baccarat, craps, mini dice, wheel
of fortune, pai gow poker, Caribbean stud poker and sic-bo. In addition, the
casino features keno jackpots up to A$2.0 million. The casino's Club Conrad
facility offers premium players an international standard private gaming venue.
At June 30, 2003, the hotel had 603 rooms, including 29 suites. The hotel offers
views of beaches and nearby mountains. Conrad Jupiters also offers health
facilities including a temperature-controlled pool and an outdoor jogging track.
Conrad Jupiters has six on-site specialty guest shops, including a beauty salon
and a clothing store. The property's covered parking facility can accommodate
approximately 2,400 vehicles. Parking for buses can also be accommodated.
In December 2000, Jupiters entered into agreements with the Queensland
Government to develop and manage the Gold Coast Convention & Exhibition Centre,
which is due to open mid-2004. This Queensland Government funded project is to
be located adjacent to Conrad Jupiters. The Government-owned A$118 million
complex has been designed to cater for up to 1,500 convention delegates or up to
6,000 concert or sporting event attendees. Jupiters' role is to facilitate the
development of the complex and operate it under a long-term management
agreement. The strategy for the complex is to attract more convention business
to the Gold Coast, particularly larger scale international and national
conventions and exhibitions. See "Item 10 - Additional Information - Material
Contracts - Gold Coast Convention & Exhibition Centre Development Agreement" and
"Additional Information - Material Contracts - Gold Coast Convention &
Exhibition Centre Management Agreement."
Since commencing operations in 1985, Conrad Jupiters has received numerous
awards for its high level of customer service and excellence. Jupiters believes
service and value are important in retaining repeat business.
Jupiters believes its six dining venues at Conrad Jupiters offer a diverse range
of quality food at reasonable prices, which it believes is essential to
attracting and retaining repeat business from local patrons and Australian and
international tourists. The following table summarizes the restaurants featured
at Conrad Jupiters:
18
Seating
Dining Venue Capacity Description
- ------------------------------------------ -------- -----------------------------------------------
Andiamo................................... 140 Italian cuisine and a comprehensive wine list
Charters Towers........................... 110 Steak and seafood and a comprehensive wine list
Food Fantasy Buffet....................... 380 Buffet
Spinners ................................. 310 Light meals and snacks
The Prince Albert......................... 170 English pub atmosphere with a selection of
over 50 beers
Zen....................................... 140 Chinese cuisine
Jupiters Theater has a seating capacity of approximately 1,125. The theater
primarily features live entertainment productions that have an average season of
12 months.
Conrad Treasury
In 1995, Jupiters established Conrad Treasury after the State of Queensland
agreed to award it a casino license. The 75-year casino license provides a
ten-year exclusivity period for casino gaming within a 37-mile radius of its
downtown Brisbane location. Jupiters has positioned Conrad Treasury as a
boutique hotel and landmark casino that caters to local patrons, Australian
tourists and targeted premium players.
Conrad Treasury is located in the elegant environment of historic government
buildings. Development of the facility involved the restoration of Brisbane's
Treasury and Land Administration buildings, over which Jupiters holds a 75-year
lease. Conrad Treasury is housed in one of Queensland's oldest heritage sites.
The century-old sandstone Treasury Building is considered a landmark attraction.
Jupiters financed the initial A$332 million investment in Conrad Treasury with
approximately A$200 million of debt and approximately A$132 million of equity.
According to the Tourism Queensland, for the year ended March 31, 2003, Brisbane
had an estimated 4.5 million domestic visitors and an estimated 0.7 million
international visitors. At June 30, 2003, Brisbane had approximately 1.7 million
residents, of whom approximately 1.3 million were estimated to be 18 years of
age or older. Brisbane's population is expected to grow by approximately 1.3%
per annum over the next 20 years.
Conrad Treasury is easily accessible by public transportation, by car from major
highways and by plane from the domestic and international airports located
approximately 11 miles from the property. Nearby entertainment attractions
include Queen Street Mall, City Botanic Gardens, Queensland Art Gallery, Museum
and Performing Arts Complex and Brisbane Exhibition and Convention Centre.
Conrad Treasury is situated on a 4.6-acre site in Brisbane's central business
district. It offers approximately 53,600 square feet of casino space, including
Club Conrad, a 5-star hotel and several dining venues. The casino features 1,329
gaming machines and 86 table games. The table games include `touchbet roulette',
blackjack, roulette, baccarat, craps, mini dice, wheel of fortune, pai gow
poker, Caribbean stud poker and sic-bo. Conrad Treasury also offers keno
jackpots up to A$2 million. The hotel has 130 guest rooms. Conrad Treasury's
underground parking facility can accommodate approximately 750 vehicles.
19
Since commencing operations in 1995, Conrad Treasury has received numerous
awards for its high level of customer service and excellence, including the 2001
Queensland Hotels Association award for Excellence in Service in 5 Star
Accommodation and the 2002 Australian Hotels Association award for Overall
Excellence in Service. Jupiters believes service and value are important in
retaining repeat business.
Jupiters believes its six dining venues at Conrad Treasury offer a diverse range
of quality food at reasonable prices, which it believes is essential to
attracting and retaining repeat business from local patrons and Australian and
international tourists. The following table summarizes the restaurants featured
at Conrad Treasury:
Seating
Dining Venue Capacity Description
- ------------------------------------------------ -------- ----------------------------------------------
Blackjacks Casino Buffet........................ 130 Buffet
Cafe 21......................................... 125 24-hour popular and cafe-style meals
Marco Polo...................................... 120 Asian cuisine combined with western specialties
The LAB......................................... 120 Modern cuisine
Pastano......................................... 130 Pasta and noodle dishes
Ryans on the Park............................... 120 Breakfast
Jupiters Townsville
In 1994, Jupiters acquired a 32.2% interest in Breakwater Island Trust, the
owner of Sheraton Townsville Hotel & Casino (renamed Jupiters Townsville in
1999). Concurrently, Jupiters acquired an 83.3% interest in Breakwater Island
Limited, the Manager of Breakwater Island Trust. In December 1999, Jupiters
acquired various interests held by Starwood Pacific Hotels Pty Ltd in Breakwater
Island Limited and Breakwater Island Trust. This resulted in Jupiters becoming
the operator of the Trust's hotel/casino complex as well as holding 47.5% of the
units in the listed Trust and 100% of the shares of the Responsible Entity
(trustee). On February 24, 2003, Jupiters increased its ownership interest in
Breakwater Island Trust to 100%.
Breakwater Island Trust received north Queensland's first casino license in
1986. Jupiters Townsville is an integrated tourism and leisure facility that
caters to local patrons and Australian tourists. At June 30, 2003, the facility
included a 194 room hotel, a casino with 24 table games and 295 gaming machines
and seven restaurants and bars.
According to Tourism Queensland, in the year ended March 31, 2003, the
Townsville region attracted approximately 0.9 million domestic visitors and
approximately 110,000 international visitors.
Breakwater Island Trust also owns the Breakwater Marina, which consists of a 241
berth marina in Townsville and 15.8 acres of undeveloped land. Breakwater Island
Trust holds a 20% interest in and operates the Townsville Entertainment Centre
pursuant to a management contract.
Jupiters Keno
As part of Jupiters' strategy to enhance its position as a leader in the
Australian gaming market, in 1997, Jupiters obtained a 25-year license to
operate real-time, wide-area keno games in Queensland casinos, clubs, bars/pubs
and TABs. The license is exclusive for a minimum of ten years in public places
in
20
Queensland. The Queensland Government has various rights to terminate the
license following the first ten years after payment of compensation to Jupiters.
Jupiters began operating Jupiters Keno outside of its casinos on July 1, 1997.
As of June 30, 2003, Jupiters Keno served 596 clubs and bars/pubs, 248 TABs,
Conrad Jupiters, Conrad Treasury, Jupiters Townsville and Reef Casino Cairns.
Jupiters Keno relies upon the Jupiters Technology division of Jupiters to
support and enhance its proprietary Jupiters Keno computer systems.
Jupiters' appointed agents, who collect turnover and pay out winnings, operate
Jupiters Keno throughout Queensland in clubs, bars/pubs and TABs. Jupiters pays
the agents a percentage of turnover as a commission. In return for a daily
connection fee, Jupiters provides the agents with hardware, equipment
installation, maintenance, insurance and promotional material. Jupiters must pay
out prescribed minimums of keno revenues as player winnings.
Jupiters is continuing the process of enhancing Jupiters Keno by (1) introducing
new product extensions to the game, (2) developing a new Keno terminal and
graphics display system and (3) increasing on-site staff training, marketing and
promotional activities. Additionally, Jupiters has commenced integrating certain
of the functions of its keno games in the states of Queensland and New South
Wales with a view to realizing cost savings.
Club Keno
The acquisition of AWA Limited in January 2000 resulted in Jupiters acquiring
the business of Club Keno. The license to operate keno in clubs in the state of
New South Wales, Australia, is jointly held by Jupiters Gaming (NSW) Pty Ltd, a
controlled entity of AWA Limited and a third party, Clubkeno Holdings Pty Ltd.
Clubkeno Holdings Pty Ltd is controlled by Clubs New South Wales. Jupiters
Gaming (NSW) Pty Ltd operates real-time, wide-area keno games in New South Wales
clubs on behalf of the licensees for a fee. The license allows the operation of
keno in New South Wales clubs and expires in July 2007. Jupiters is currently
negotiating with the New South Wales government to renew that license in
accordance with normal regulatory processes and knows of no impediment to this
licence being renewed. As of June 30, 2003, Club Keno served 1,022 clubs and
Star City Casino, Sydney. The Jupiters Technology division of Jupiters supports
Club Keno to enhance its proprietary keno computer systems.
The proportion of subscriptions received from players that represent the
theoretical win rate for each type of keno game is deposited into an independent
prize fund from which prizes are paid. The remainder is distributed in
accordance with the license.
Jupiters is currently restricted from enhancing the Club Keno game by Government
policy. See "Item 3 - Key Information - Risk Factors - Current policy of the New
South Wales Government restricts enhancements to Jupiters' Club Keno game."
Jupiters plans to build upon its successful entry into real-time, wide-area keno
in Queensland and New South Wales by exploring opportunities to participate in
similar keno networks in other jurisdictions.
Jupiters Technology, Jupiters International and Gaming Machine Services
Jupiters Technology provides technical support for the Company's technology
based gaming activities including products and services sold by Jupiters
International. Additionally, Jupiters Technology developed the proprietary
technology that enables Jupiters to operate Jupiters Keno, gaming machine
monitoring services and progressive jackpots across a real-time, wide-area
network together with the sports betting operating system currently used by
Centrebet.
21
In fiscal 1998, Jupiters Machine Gaming Pty Ltd was one of eight entities to
acquire a ten-year license to provide monitoring and other services to
Queensland's gaming machines at clubs and bars/pubs. The licensed operators
commenced gaming machine monitoring services in 1998. Rationalization in the
industry has resulted in there being only four licensed operators currently in
the market. The Queensland Government previously performed these services prior
to outsourcing them under the licenses.
Jupiters' machine gaming monitoring and information system developed by Jupiters
Technology is comprised of software and hardware that together allow gaming
machine operators to monitor machine activity, including total amount wagered,
number of wagers, denomination and total payout.
Jupiters introduced the first generation of the monitoring product specifically
for use in Conrad Treasury during 1995. Subsequently, Jupiters installed the
product at Conrad Jupiters, Jupiters Townsville and another Australian casino in
Darwin. State regulatory authorities have approved the second generation of the
monitoring product, called the Cougar system. The Cougar system has some
additional attributes to the previous monitoring system and its primary benefit
is to enable the Company's three casino's to run the latest machines operating
on the Q-COM protocol, which have also been available in clubs and hotels.
Jupiters uses the Cougar system to provide services under its monitoring
license. As of June 30, 2003, the Cougar system had been installed in 2,679 (or
90%) of Jupiters' 2,969 gaming machines. This number is expected to increase
during the year ending June 30, 2004.
Jupiters commenced generating revenues from monitoring services in fiscal 1999.
In March 2000, Jupiters entered into an agreement to acquire certain assets of a
competitor licensed monitoring operator in Queensland. Jupiters monitors close
to 40% of the gaming machines in Queensland clubs and hotels. The Queensland
regulatory authority has set the maximum market penetration at 40% per licensee.
Jupiters International is responsible for marketing Jupiters' various
technologies outside Australia. At June 30, 2003, Jupiters International had
supplied gaming and wagering solutions to more than 24 customers in 11
countries. Among the wagering products supported are horse racing, greyhound
racing, pacing, Jai Alai and pari-mutuel sports betting. Gaming products include
fixed odds sports betting, single and multi-digit numbers games and keno.
Jupiters International recently commenced the supply of gaming terminals to
India. Jupiters International is currently in negotiations to supply gaming
terminals to China, however, the amount involved and the certainty of completion
of such negotiations cannot be confirmed at this early stage.
Centrebet
In November 1998, Jupiters purchased substantially all of the assets of
Centrebet, a fixed odds racing and sports book operator. Centrebet, located in
the Northern Territory, accepts wagers by telephone and through its web site on
the Internet from both Australian and international customers. In April 2000,
Centrebet sold its racing wagering business and currently focuses on fixed odds
sports betting activities. Centrebet uses a sports betting system called Centaur
which was developed and continues to be enhanced by Jupiters Technology. In
September 2002, Centrebet expanded its operations to include the United Kingdom.
These operations are carried on through Jupiters UK Limited, a subsidiary of
Jupiters Limited. Jupiters has entered into a contract for the sale of the
Centrebet business. See "Item 4 - Information on the Company - History and
Development of the Company - Recent Developments - Disposal of the Centrebet
Sports Betting Business."
AWA Technology Services
The acquisition of AWA Limited in January 2000 resulted in Jupiters acquiring
the business of AWA Technology Services. AWA Technology Services is believed to
be the largest third-party maintenance
22
service provider to the information technology and gaming industries in
Australia. The services include (1) repairs and support of desktop computing and
network equipment and (2) installation and maintenance of gaming machines and
wagering terminals. AWA Technology Services operates through depots in all
mainland Australian capital cities, excluding Darwin in the Northern Territory.
Relationship with Park Place
In 1983, Conrad International Hotels Corporation, a wholly owned subsidiary of
Hilton Hotels Corporation, commenced managing Conrad Jupiters, became a founder
shareholder of Jupiters Trust and appointed directors to the board of directors
of the manager of Jupiters Trust. On December 31, 1998, Conrad International
Hotels Corporation transferred its rights to manage Conrad Jupiters and Conrad
Treasury and its shares in Jupiters to BI Gaming, a wholly owned subsidiary of
Park Place. Park Place was formed as a result of the separation of Hilton's
hotel and gaming businesses. Park Place acquired Hilton's gaming assets and the
Mississippi gaming operations of Grand Casinos, Inc. Certain senior officers and
directors of Hilton serve as senior officers and directors of Park Place. Park
Place is considered the world's largest casino gaming operator as measured by
casino square footage and revenues. At the time Park Place acquired its interest
in Jupiters, the management agreements relating to Conrad Jupiters and Conrad
Treasury were transferred from Conrad International Hotels Corporation to BI
Gaming. Jupiters continues to utilize the Conrad brand name. The right to use
the Conrad brand name arises for Conrad Jupiters under the management agreement
with BI Gaming and for Conrad Treasury under a license from Hilton Hospitality,
Inc. Conrad Jupiters and Conrad Treasury continue to be listed on the Hilton
worldwide reservation system.
In April 2002, Jupiters bought back approximately half the shares held by BI
Gaming in Jupiters Limited. At the same time, BI Gaming sold its remaining
shares in Jupiters Limited to third parties. In addition, Jupiters' Constitution
was amended in April 2002 such that BI Gaming no longer has the right to appoint
any directors of Jupiters. As a result, Park Place and BI Gaming are no longer
affiliates of Jupiters.
Principal Markets
Jupiters comprises the following business segments, based on its management
reporting system.
Land Based Operations - Comprises hotel and casino operations at Conrad Jupiters
(Gold Coast), Conrad Treasury (Brisbane) and Jupiters Townsville (Townsville)
plus the Breakwater Marina.
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 providers including AWA Technology Services.
Sports Betting Operations - Comprises Centrebet sports betting business, which
Jupiters intends to sell pursuant to a contract entered into on September 29,
2003, with SportsOdds Group.
Jupiters' business segments operate in predominantly one geographical segment,
Australia.
For further financial information on Jupiters' segments, see "Item 17 -
Financial Statements - Note 26 - Segment Information."
23
Seasonality of Company's Main Business
Jupiters' hotel/casino businesses generated approximately 76% of the Company's
operating revenue in fiscal 2003. Conrad Treasury has historically experienced
increased patronage in December (pre Christmas period), Conrad Jupiters has
historically experienced increased patronage during January (Australian summer
holiday period) and Jupiters Townsville has historically experienced increased
patronage in July (attractive warm winter climate). Additionally, international
commission premium play enjoys increased activity levels during the Chinese New
Year season, which commences at the time of the first full moon in February each
year. The seasonality of Jupiters' non-hotel/casino businesses does not
materially affect Jupiters.
Sources and Availability of Raw Materials
The Company has no significant manufacturing operations and is not reliant on
the supply of raw materials to conduct its core businesses.
Marketing Channels
Jupiters' marketing strategy for its hotel/casino businesses is to attract and
retain new and existing customers from three market segments: (1) local patrons,
(2) Australian and international tourists and (3) premium players. Additionally,
Jupiters actively promotes its keno operations.
Local Patrons
Jupiters' hotels, casinos, restaurants and retail venues are designed to appeal
to local patrons, which Jupiters defines as players residing within a four-hour
drive from each property. Jupiters estimates that approximately 67% of its
gaming revenue was derived from local patrons in fiscal 2003.
Jupiters' marketing efforts to target local patrons include its Casino Rewards
program in South East Queensland, which is a free membership program that offers
rewards to members based on individual turnover. Casino Rewards members earn
Bonus Dollars on gaming machine play at Conrad Jupiters and Conrad Treasury,
which they can redeem for cash. Jupiters also offers Casino Rewards members (1)
discounts on travel and shopping and (2) other rewards that are based on player
activity information that Jupiters gathers using its proprietary software.
Because the software provides information on a player's gaming habits and
wagering history, Jupiters can tailor rewards to each individual member.
Jupiters Townsville offers a similar patron club program called the Jupiters
Rewards Club. Jupiters targets local patrons through radio, television,
billboard and the local press.
Australian and International Tourists
Jupiters markets its hotel/casino properties through trade shows and joint
promotions with airlines and government tourism offices.
Premium Players
Jupiters' marketing efforts to target premium players include: (1) Club Conrad,
an exclusive gaming venue available in both Conrad Jupiters and Conrad Treasury,
and (2) other player incentives.
24
Jupiters Keno and Club Keno
Jupiters markets its keno games through radio, television, billboard and the
local press. Additionally, Jupiters conducts promotions at certain of its keno
agent outlets and promotes the game through sponsorship of sporting teams and
events.
Licenses and Commercial Contracts and Government Regulation
Casino Regulation - Casino Control Act
The Casino Control Act governs the licensing and regulation of casinos in
Queensland. This statute requires the Queensland Government to enter into an
agreement with the holder of a casino license that sets out the terms on which
the license is granted. State parliament ratifies the agreements, which carry
the force of law. Jupiters has entered into agreements with the Queensland
Government with respect to Conrad Jupiters and Conrad Treasury. The agreements
are respectively termed the Jupiters Casino Agreement and the Brisbane Casino
Agreement. See "Item 10 - Additional Information - Material Contracts - Jupiters
Casino Agreement" and "Item 10 - Additional Information - Material Contracts -
Brisbane Casino Agreement."
The Casino Control Act sets out various grounds for suspension or termination of
a casino license such as:
- - breach by Jupiters of the casino agreements;
- - Jupiters knowingly providing false information to the state regulatory
authorities or the Queensland Government;
- - the licensee, a director or other person associated with the casino
operations being judged as not being a suitable person to be associated
with the casino; or
- - insolvency of the licensee.
Where grounds for suspension or termination exist and they are of such a serious
and fundamental nature that the integrity of the operation of the casino is
jeopardized or the interest of the public is adversely affected, the license can
be suspended or terminated. Under these circumstances, Jupiters would have an
opportunity to show cause why the license should not be suspended or terminated.
If the license is not suspended or terminated, other action can be taken such as
the censure of the licensee or the appointment of an administrator to take
control of the casino operations.
The Casino Control Act also has extensive requirements regarding the operation
of the casino, such as casino layout, surveillance and security, hours of
operation, gaming equipment, internal controls and accounting procedures, and
the conduct of games.
The Casino Control Act confers significant power on the state regulatory
authorities in relation to many of these matters, especially with respect to
approvals.
The Queensland Government granted the license to operate Conrad Jupiters in
1985. Jupiters received the license to operate Conrad Treasury in 1995. Certain
casino games listed in the casino agreements with the Queensland Government can
only be played in Queensland in a licensed casino. These games include
blackjack, roulette, baccarat, craps, Two Up, mini dice, wheel of fortune and
the machine derivative forms of these games. Jupiters' casino agreements also
permit other gaming machine operations at its casinos.
25
The Queensland Government has granted geographic exclusivity arrangements to
casinos upon the issue of casino licenses. Geographic exclusivity has expired
for Conrad Jupiters but continues for Conrad Treasury until 2005. Jupiters holds
the license for Conrad Jupiters in perpetuity. Conrad Treasury's license expires
in 2070.
In addition to the above, the license to operate Jupiters Townsville is held by
Breakwater Island Limited a wholly owned subsidiary of Jupiters. Breakwater
Island Limited is party to the Breakwater Island Casino Agreement with the
Queensland Government with respect to Jupiters Townsville.
The geographic exclusivity arrangement in respect of Jupiters Townsville has
expired. Jupiters Townsville's licence is held in perpetuity.
Jupiters Keno Regulation
Jupiters Keno operations are regulated by the Keno Act 1996, the terms of its
keno license and an agreement with the Queensland Government. The license was
granted in 1997 for a period of 25 years. Jupiters may surrender the license at
any time without compensation being payable by either the Government or
Jupiters.
The Queensland Government may terminate the license at the end of the first ten
years of its term and at the end of the first 20 years of its term. The
Government may also terminate the license at any time from year ten through year
17 of the license by giving three years' notice of termination. In each case,
the Government will be liable to pay compensation to Jupiters.
The Queensland Government has agreed that it will not issue another keno license
or operate or permit another person to operate a keno game or a substantially
similar game. However, at the end of the first ten years of the term of the
license, the Government may issue a keno license to the Golden Casket Lottery
Corporation, a Government-owned corporation. The terms of the license with
respect to tax and other charges payable to the Government could be no more
favorable to Golden Casket than the terms of Jupiters' license. In addition,
Golden Casket could not operate keno through clubs, bars/pubs or any other
outlets used as agents by Jupiters. If the Government does grant a license to
Golden Casket and at a time when Golden Casket is one of the agents for Jupiters
Keno, Jupiters will receive for the balance of the term of its keno license a
royalty based on Golden Casket's keno turnover. Jupiters' keno license does not
confer exclusivity over Internet keno in a non-public place.
In connection with Jupiters Keno, there are substantially similar restrictions
on Jupiters Gaming Pty Ltd, the subsidiary that holds the keno license and
operates Jupiters Keno, to those contained in the casino agreements in relation
to the amendment of the Constitution, the variation of material agreements and
the appointment of directors. There are also restrictions on the issuance and
transfer of shares of Jupiters Gaming.
Jupiters Limited guarantees the obligations of Jupiters Gaming with respect to
payments to the Queensland Government.
Club Keno Regulation
Club Keno is operated in 1,022 clubs and Star City Casino in New South Wales by
Jupiters' subsidiary, Jupiters Gaming (NSW) Pty Limited, which holds a keno
license jointly with Clubkeno Holdings Pty Limited. Clubkeno Holdings Pty
Limited is controlled by Clubs New South Wales. Club Keno's operations are
regulated by the Public Lotteries Act 1996, the terms of the keno license and a
management
26
agreement between Jupiters Gaming (NSW) Pty Limited and Clubkeno Holdings Pty
Limited. Under the management agreement, Jupiters Gaming (NSW) Pty Limited is
responsible for the conduct and management of the game.
The license was granted in 1995 and expires in July 2007. Jupiters is currently
negotiating with the New South Wales government to renew that license in
accordance with normal regulatory processes and knows of no impediment to the
renewal of the licence. The apportionment of subscriptions for entry into a game
of keno is required to be reviewed at regular intervals. The next review is due
in January 2004, and then on each third anniversary of that date.
A keno prize fund has been established out of which prizes won in respect of
games of keno are paid. If there is insufficient money in the keno prize fund,
Jupiters Gaming (NSW) Pty Limited must subsidize the fund out of its own funds
to the extent necessary to enable prizes to be paid. To date, Jupiters Gaming
(NSW) Pty Limited has not been required to subsidize the fund. On termination of
the license, Jupiters Gaming (NSW) Pty Limited is responsible for meeting any
deficits in the keno prize fund.
Gaming Machine Services Regulation
The Gaming Machine Act 1991 regulates Jupiters gaming machine monitoring
operations in Queensland. Under the Act, Jupiters holds a ten-year license
expiring in 2007 to provide gaming machine monitoring and progressive jackpot
services in Queensland.
A monitoring operator's license requires the licensee to provide basic
monitoring services in accordance with an approved system of internal controls
and subject to a number of further specified requirements. Basic monitoring
services include:
- - the supply of a monitoring service utilizing an approved electronic
monitoring system;
- - calculating and advising sites of taxes and other fees and charges
payable;
- - arranging for the acquisition and necessary approvals of gaming
machines;
- - arranging for the disposal of gaming machines;
- - provision of assistance to sites and/or authorized repairers via a help
desk facility;
- - provision of necessary site education; and
- - provision of prescribed reports to the state regulator.
The licensee has an obligation: (1) to ensure that the electronic monitoring
system is properly maintained and operating effectively, (2) to test all gaming
equipment to ensure its compatibility with the electronic monitoring system; and
(3) to ensure that all gaming machines and monitoring equipment are properly
connected and configured.
27
Centrebet Regulation
The Racing and Betting Act regulates Jupiters fixed odds sports book operations
in the Northern Territory. Centrebet Pty Ltd, Jupiters' wholly owned subsidiary,
holds a license that expires on June 30, 2015. The Racing and Betting Act and
the license issued under that Act require Centrebet to obtain the Northern
Territory regulatory authority's approval to any change in the directors,
structure, management or control of Jupiters or Centrebet. The regulatory
authority also has certain powers over the operations of Centrebet. For example,
the Northern Territory regulatory authority can require the betting operations
of Centrebet to be audited. In addition, its consent is required for Centrebet
to enter into specified types of agreements, to borrow money and to appoint key
employees.
Centrebet's operations in the United Kingdom are carried on through Jupiters UK
Limited, a subsidiary of Jupiters Limited. Jupiters UK Limited was incorporated
in August 2001 under the Companies Act 1985 - 1989 as a limited liability
company. Jupiters UK Limited obtained a license to act as a bookmaker pursuant
to the Betting, Gaming and Lotteries Act 1963 in January 2002. That license is
renewable on a regular basis and is due for renewal in 2005. UK bookmakers are
required to comply with the provisions on the Betting, Gaming and Lotteries Act
1963 and non compliance with those provisions may result in criminal sanctions
being enforced by the Crown Prosecution Service. See "Item 4 - Information on
the Company - History and Development of the Company - Recent Developments -
Disposal of the Centrebet Sports Betting Business."
Gaming Regulators
The gaming licenses held by Jupiters are regulated by the Queensland Office of
Gaming Regulation in Queensland, the Department of Gaming and Racing in New
South Wales, the Northern Territory Department of Industry and Business in the
Northern Territory, and Her Majesty's Customs and Excise in the United Kingdom.
Competitive Position
The Australian gambling industry is highly competitive. Gambling activities in
Australia include casino gaming, state sponsored lotteries, gaming machines in
clubs and bars/pubs, keno, pari-mutuel and fixed-odds betting on horse racing
and dog racing, Internet gambling and sports bookmaking.
Jupiters competes with all forms of gambling as well as with other types of
leisure and entertainment activities. Jupiters also competes for gambling
opportunities in emerging and established gambling jurisdictions. Although
Jupiters believes that the Queensland Government has no current plans to issue
new casino licenses, the Queensland Government could decide to grant new
licenses in the future.
Jupiters believes that casino gaming facilities compete based on the following
factors: location, attractions, quality of facilities, gaming experience and
entertainment, quality of food, beverage and atmosphere, and price. Conrad
Jupiters and Conrad Treasury, which are located in Queensland, compete for
premium players primarily with:
- - Crown Casino in Melbourne, Victoria; and
- - Burswood International Resort Casino in Perth, Western Australia.
Crown Casino opened its current facility in mid-1997. Burswood International
Resort Casino opened in 1985. In addition, major casino operators in Las Vegas
also market extensively to Asian premium players. These competitors could divert
Asian players from the Australian gaming market. Future
28
additions, expansions or enhancements to these and other existing properties, or
the development of new casino facilities, could divert gaming customers away
from Jupiters' facilities. See "Item 3 - Key Information - Risk Factors -
Jupiters competes with Australian and international casinos for premium
players."
In June 2001, Star City Casino in Sydney, New South Wales, announced its
withdrawal from the premium player market.
Jupiters competes for local patrons with clubs and bars/pubs that offer gaming
machines. As of June 30, 2003, there were approximately 37,400 gaming machines
in clubs and bars/pubs in Queensland.
The Australian Federal Government has passed legislation that makes it illegal
for any person to offer casino type games over the Internet to persons while
they are in Australia. In addition, Jupiters' casino operations are protected by
exclusivity arrangements with the Queensland Government, which prevent other
parties, other than the holder of a Queensland casino license, from offering
some casino gaming services over the Internet in Queensland or to Queensland
residents. Despite the existence of the legislation and Jupiters' exclusivity
agreement with the Queensland Government, there are persons who are located
outside Australia that provide Internet casino gaming services to Australians,
including residents of Queensland. Jupiters can give no assurance that it, the
Queensland Government or the Federal Government would or would be able to take
action to protect Jupiters' exclusivity rights or enforce the Federal
legislation against these persons. The failure to take action to protect
Jupiters' exclusivity rights or enforce the Federal legislation could divert
business from Conrad Jupiters, Conrad Treasury and Jupiters Townsville.
C. ORGANIZATIONAL STRUCTURE
Jupiters Limited is the parent company of the group. See "Item 10 - Additional
Information - Material Contracts - Merger Implementation Agreement."
The following significant entities are owned by Jupiters Limited to the extent
indicated. All significant entities are incorporated in Australia except
Jupiters UK Limited, which is incorporated in the United Kingdom. Voting power
equates to ownership percentage.
Entity Class of Equity Ownership (%)
- ------------------------------- --------------- -------------
Jupiters Trust Units 100
Breakwater Island Trust Units 100
Breakwater Island Limited Ordinary Shares 100
Jupiters Custodian Pty Ltd Ordinary Shares 100
Jupiters Gaming Pty Ltd Ordinary Shares 100
Jupiters Machine Gaming Pty Ltd Ordinary Shares 100
Centrebet Pty Ltd (i) Ordinary Shares 100
Jupiters Gaming (NSW) Pty Ltd Ordinary Shares 100
AWA Limited Ordinary Shares 100
Jupiters International Pty Ltd Ordinary Shares 100
AWA Wagering Systems Pty Ltd Ordinary Shares 100
AWA Gaming Services Pty Ltd Ordinary Shares 100
Jupiters UK Limited Ordinary Shares 100
(i) See "Item 4 - Information on the Company - History and Development of
the Company - Recent Developments - Disposal of the Centrebet Sports
Betting Business."
29
Jupiters Limited directly owns Conrad Jupiters and Conrad Treasury businesses
and conducts its other businesses either directly or through its wholly owned
and controlled subsidiaries, including:
- - Jupiters Custodian Pty Ltd, the trustee of the Jupiters Trust;
- - Breakwater Island Limited, the trustee of the Breakwater Island;
- - Jupiters Gaming Pty Ltd;
- - Jupiters Machine Gaming Pty Ltd;
- - Centrebet Pty Ltd;
- - Jupiters UK Limited; and
- - AWA Limited (acquired by Jupiters in January 2000) and its
subsidiaries.
Each of these subsidiaries, together with certain other subsidiaries, is a
guarantor of the Notes. Jupiters has entered into a contract for the sale of
Centrebet Pty Ltd, and at the completion of the sale, Centrebet will be
designated an Unrestricted Subsidiary under the Indenture and, as a result, will
cease to guarantee the Notes. See "Item 4 - Information on the Company - History
and Development of the Company - Recent Developments - Disposal of the Centrebet
Sports Betting Business."
Jupiters Limited, through Jupiters Trust, indirectly owns Conrad Jupiters' land,
buildings and casino license. Jupiters Limited owns all units issued in Jupiters
Trust and has beneficial ownership of all the assets of Jupiters Trust. Jupiters
Custodian Pty Ltd, as trustee of Jupiters Trust, has legal title to all of the
assets of Jupiters Trust. Jupiters Limited owns all units issued in Breakwater
Island Trust and has beneficial ownership of all the assets of Breakwater Island
Trust. Breakwater Island Limited, as trustee of Breakwater Island Trust, has
legal title to all of the assets of Breakwater Island Trust. Jupiters Limited
directly owns the Conrad Treasury casino license and leases Conrad Treasury's
land and buildings from the Queensland Government. Jupiters Gaming Pty Ltd holds
the license to operate keno, a numbers game, in Queensland and operates the
Jupiters Keno business. Jupiters Machine Gaming Pty Ltd holds a license to
monitor gaming machines in Queensland and operates that business. Centrebet Pty
Ltd holds a license issued in the Northern Territory to operate a fixed odds
sports book. Jupiters UK Limited holds a license to operate as bookmaker in the
United Kingdom. AWA Limited, through certain of its controlled entities, jointly
holds with a third party, the license to operate keno in clubs in New South
Wales and operates the Club Keno business. AWA Limited also owns and operates
the business of AWA Technology Services, a nation-wide information technology
service and support business. Jupiters International Pty Ltd, a wholly owned
subsidiary of AWA Limited, owns and operates the business of Jupiters
International, a gaming and wagering technology sales and licensing business.
Jupiters Technology, a division of Jupiters Limited, provides technical support
for the Company's technology based gaming activities.
30
D. PROPERTY, PLANT AND EQUIPMENT
Hotel/Casino Properties
Conrad Jupiters is the Company's hotel/casino complex on Australia's Gold Coast.
The property is owned on a freehold basis without encumbrance. The casino
license attaching to the property has been issued in perpetuity.
Conrad Treasury is the Company's hotel/casino complex in Brisbane, the capital
city of the state of Queensland. The property is held on a leasehold basis
without encumbrance. The leasehold property is subject to a 75-year lease that
commenced in 1995. The 75-year casino license attaching to the property provides
a ten-year exclusivity period for casino gaming within a 37-mile, radius of its
downtown Brisbane location.
Breakwater Island Trust, a wholly owned subsidiary, owns Jupiters Townsville,
the Breakwater Marina and 15.8 acres of undeveloped land in Townsville on the
far north coast of Queensland. These properties are owned by Breakwater Island
Trust on a freehold basis without encumbrance. The casino license attaching to
the property has been issued in perpetuity.
Each year, Jupiters assesses the ongoing property, plant and equipment
requirements of Jupiters Townsville. Additionally, Jupiters, in consultation
with BI Gaming and in accordance with the management agreements, assesses the
ongoing property, plant and equipment requirements of Conrad Jupiters and Conrad
Treasury. Capital expenditure each year typically covers both the maintenance of
these properties plus improvement projects that can take over twelve months to
complete. Current enhancements projects include new gaming machines (A$ 8.9
million), new hotel executive lounge, a large scale production kitchen, various
venue and public area upgrades, and general plant and equipment.
For further information on these hotel/casino properties, see "Item 4 -
Information of the Company - Business Overview - Nature of Operations and
Principal Activities."
31
Other Premises
In addition to the above properties, the Company leases approximately 198,260
square feet of premises as follows:
Location Use
- --------------------------------- ------------------------------
Gold Coast, Queensland Corporate Office
Brisbane, Queensland Jupiters Keno
Gaming Machines Services
Jupiters Technology
Sydney, New South Wales Club Keno
Jupiters International
AWA Technology Services
Alice Springs, Northern Territory Centrebet
London, United Kingdom Business Development Office
Jupiters UK
All Australian capital cities AWA Technology Services depots
(excluding Darwin)
Jupiters' operations are subject to extensive Australian laws and regulations
relating to the storage, handling, generation, treatment, emission, release,
transportation, discharge and disposal of certain substances and waste
materials. Permits are required for certain of Jupiters' operations and these
permits are subject to revocation, modification and renewal by issuing
authorities. Governmental authorities have the power to enforce compliance with
their regulations, and violations may result in fines or the entry of
injunctions against Jupiters or the imprisonment of Jupiters' officers. Jupiters
does not believe it will be required under existing environmental laws and
enforcement policies to expend amounts that will have a material adverse effect
on its results of operations or financial condition. The requirements of such
laws and enforcement policies, however, have generally become stricter in recent
years. Accordingly, Jupiters is unable to predict the ultimate cost of
compliance with environmental laws and enforcement policies.
32
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
You should read this discussion and analysis together with "Selected Financial
Data" and with the audited consolidated financial statements appearing elsewhere
in this Annual Report. The audited consolidated financial statements were
prepared in accordance with Australian GAAP, which differs in certain material
respects from U.S. GAAP. See "Item 17 - Financial Statements - Note 31 -
Reconciliation of Australian GAAP to US GAAP."
Jupiters' fiscal year ends on June 30 of each year and is identified according
to the calendar year in which it ends. For example, the fiscal year ended June
30, 2003 is referred to as "fiscal 2003."
OVERVIEW
Jupiters and its affiliates have gradually expanded and diversified their
involvement in the Australian gambling industry. For example:
- - In 1985, their first wholly owned hotel/casino (Conrad Jupiters)
opened.
- - In 1994, Jupiters acquired (1) a 32.2% interest in Breakwater Island
Trust, the owner of Sheraton Townsville, (2) an 83.3% interest in
Breakwater Island Limited, the manager of Breakwater Island Trust, and
(3) entered the gaming technology industry.
- - In 1995, Jupiters opened its second wholly owned hotel/casino, Conrad
Treasury.
- - In 1997, Jupiters obtained a license to operate real-time, wide-area
keno games in Queensland casinos, clubs, bar/pubs and TABs.
- - In 1998, Jupiters purchased substantially all of the assets of
Centrebet, a fixed odds racing and sports book operator.
- - In fiscal 1999, Jupiters began providing monitoring and progressive
jackpot services for gaming machines in Queensland.
- - In fiscal 2000, Jupiters (1) acquired all of the shares of AWA Limited,
(2) acquired various interests in Breakwater Island Limited and
Breakwater Island Trust resulting in Jupiters Limited owning 100% of
Breakwater Island Limited, 47.5% of Breakwater Island Trust and
becoming the operator of the newly named Jupiters Townsville, and (3)
was announced the preferred developer and operator of the Gold Coast
Convention and Exhibition Center.
- - In fiscal 2003 (1) Jupiters increased its ownership interest in
Breakwater Island Trust to 100% from 47.5% and (2) entered into an
agreement with TABCORP Holdings Limited to merge its entire operation
with that company. See "Item 10 - Additional Information - Material
Contracts - Merger Implementation Agreement."
In fiscal 2002, Jupiters began accounting for its operations under the following
business segments:
Land Based Operations - Comprises hotel and casino operations at Conrad Jupiters
and Conrad Treasury and hotel, casino and marina operations at Jupiters
Townsville. Casino operating revenues comprise revenue from (1) gaming machines,
(2) table games, (3) main floor table games, (4) non-commission
33
premium players and (5) commission premium players and also includes Jupiters
Keno revenues at Conrad Jupiters, Conrad Treasury and Jupiters Townsville.
Casino operating revenues are the aggregate of gaming wins and losses and are
reported net of allowances. Allowances are the retail value of rooms, food and
beverage provided to customers on a complimentary basis. Hotel operating
revenues include all non-gaming revenues earned at Conrad Jupiters, Conrad
Treasury and Jupiters Townsville.
Wide-Area Operations - Comprises (1) keno operations in Queensland (excluding
keno revenue from Conrad Jupiters, Conrad Treasury and Jupiters Townsville) and
New South Wales and (2) gaming machine monitoring and related activities in
Queensland.
Technology Operations - Comprises national gaming and information technology
service providers including AWA Technology Services.
Sports Betting Operations - Comprises Centrebet sports betting business.
Unallocated - Comprises income-earning assets and revenue, interest-bearing
loans, borrowings and expenses and corporate assets and expenses.
Jupiters operates predominately in one geographical segment, Australia.
Prior to fiscal 2002, Jupiters accounted for its operations in one business
segment, being `tourism, leisure and gaming'. For purposes of comparison,
Jupiters has accounted for its operations in fiscal 2001 using the business
segments adopted in fiscal 2002.
See "Item 17 - Financial Statements - Note 26 - Segment Information."
CRITICAL ACCOUNTING POLICIES
The Financial Statements of the Company have been prepared in accordance with
accounting principles generally accepted in Australia. The significant
accounting policies are more fully described in "Item 17 - Financial Statements
- - Note 1 - Statement of Significant Accounting Policies". The preparation of the
Financial Statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses and
the disclosure of contingent assets and liabilities. Jupiters continually
evaluates amounts and disclosures related to estimates and judgments, including
those related to investments, intangible assets, income taxes, contingencies and
litigation. Estimates and judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources are based on
historical experience and on other information believed to be relevant and
reliable under the circumstances. Actual results may differ from these estimates
under different assumptions.
The accounting policies have been developed over many years as the gaming and
hospitality industry and Generally Accepted Accounting Principles or "GAAP" have
evolved. The Financial Statements are prepared under Australian GAAP and
accounting policies are compliant with all aspects of Australian GAAP.
Australian GAAP is based on a substance over form conceptual framework that
requires Jupiters to look through the legal interpretation of an arrangement or
transaction to its underlying purpose and to reflect it in the Financial
Statements on that basis.
In all material respects the accounting policies are applied consistently across
the Jupiters group of companies. The critical accounting policies discussed
below generally apply to all segments of the company. Management has discussed
the development and selection of these critical accounting policies and
estimates with the Audit Committee of the Board of Directors and the Audit
Committee has reviewed the Jupiters' disclosure relating to them.
34
The following are the critical accounting policies applied in producing the
Australian GAAP financial statements.
Non-Current Assets
Land, buildings and casino licenses are recorded at cost of acquisition or
development. The Gold Coast and Townsville casino licenses are issued in
perpetuity and the Brisbane casino license expires in April 2070.
Buildings, plant and equipment and where appropriate, casino licenses are
depreciated over their estimated useful lives on a straight line basis with
depreciation on buildings and applicable casino licenses 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
statements 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 amortized over the period of the
extended term of the contract of 22 years.
Deferred borrowing expenses are amortized over the term of the related financial
instrument.
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 amortized on a straight line basis for AWA Limited at
twenty years and for Centrebet at seven years. The unamortized 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.
Self Insurance of Queensland Workers Compensation Liabilities
From July 2002, the Company has self insured its potential workers' compensation
liabilities in respect of its Queensland employees pursuant to a license from
WorkCover Queensland. Liabilities that may arise in this regard are contingent
on claims by employees. At each reporting date, the liability recognized for the
Company'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 Company's estimated claims
liability, residual liability and outstanding liability.
35
Critical Accounting Policies Applied in the US GAAP Reconciliation
A reconciliation of differences between Australian and United States GAAP is
contained in "Item 17 - Financial Statements - Note 31 - United States Generally
Accepted Accounting Principals (US GAAP)." The adjustments, which have the most
significant impact on the United States GAAP reconciliation are as follows (note
references refer to the basis of estimation used in each policy):
- - adjustment of non-current asset useful lives for depreciation purposes
(Note 31 (a)(i));
- - fair value adjustments to cross currency interest rate swap (Note 31
(a)(iii));
- - removal of hedge accounting applied to foreign dollar denominated debt
(Note 31 (a)(iv));
- - recording of pre-opening costs on new facilities and projects as an
expense (Note 31 (a)(viii));
- - amortisation of beneficial conversion factor embedded in reset
preference shares; (Note 31 (a)(xv); and
- - substitute amortization of goodwill with the related impairment charge
(Note 31 (a)(xviii).
A discussion of the nature and financial impact of the above reconciling items
has been included in the "Item 17 - Financial Statements - Note 31 - United
States Generally Accepted Accounting Principals (US GAAP)."
Changes in Accounting Policies - Australian GAAP
The application of new Australian 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 Company
recognized 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 recognized 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 fiscal 2003 by A$22,902,204. In accordance with the new standard, no
provision for final dividend has been recognized for the year ended June 30,
2003. Recognition of this dividend occurred at August 12, 2003 and accordingly
will be included in the financial statements for fiscal 2004.
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 Company 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 fiscal 2003 by A$170,562. In addition, profits in fiscal
2003 have decreased by A$75,969 due to an increase in the employee benefits
expense. Current provisions at June 30, 2003 have also increased by A$246,531 as
a result of the change in accounting policy.
Changes in Accounting Policies - US GAAP
In July 2001, the Financial Accounting Standards Board issued SFAS No.
141,"Accounting for Business Combinations", and SFAS No. 142, "Goodwill and
Other Intangible Assets". Jupiters adopted these standards on July 1, 2002.
These standards affect accounting for business combinations consummated after
June 30, 2001, and existing goodwill and other intangible assets of the company.
The standards require, among other provisions, companies to review for possible
impairment of goodwill existing at the date of adoption and perform subsequent
impairment tests on an annual basis. The
36
standards no longer require the amortization of goodwill while other intangible
assets will continue to be amortized over their estimated useful lives, which,
if supportable, may be a period that exceeds the current maximum period of 40
years. Intangible assets with indeterminable useful lives will not be amortized
but assessed for impairment in accordance with SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets".
During the year ended June 30, 2003, Jupiters wrote back the amortization of
goodwill recorded under Australian GAAP and recognised an impairment charge
related to goodwill in accordance with United States GAAP.
Apart from the above, there have been no other changes in accounting policies in
fiscal 2003.
New Accounting Standard Effective in a Future Period
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." The primary objective of FIN No. 46 is to provide guidance on the
identification of, and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
variable interest entities. FIN No. 46 requires variable interest entities to be
consolidated by the primary beneficiary of the variable interest entities and
expands disclosure requirements for variable interest entities that are
consolidated as well as those within which an enterprise holds a significant
variable interest. FIN No. 46 is effective immediately for all variable interest
entities created after January 31, 2003, and is effective no later than the
beginning of the first interim or annual reporting period beginning after June
15, 2003 for all variable interest entities created prior to February 1, 2003.
We are currently in the process of evaluating any effect the adoption of FIN No.
46 will have on our consolidated financial position, results of operations and
cash flows.
PROFIT CONTRIBUTION BY BUSINESS SEGMENT
AS AT JUNE 30,
2001 2002 2003
-----------------------------
(in A$ thousands)
LAND BASED OPERATIONS
Revenue 608,655 608,324 600,079
Expenses 434,908 439,252 458,771
Depreciation and amortization 28,285 26,969 29,693
---------------------------
EBIT(1) 145,462 142,103 111,615
---------------------------
WIDE-AREA OPERATIONS
Revenue 98,442 117,812 122,861
Expenses 64,675 78,534 78,605
Depreciation and amortization 11,759 13,972 10,873
---------------------------
EBIT(1) 22,008 25,306 33,383
---------------------------
TECHNOLOGY
Revenue 49,001 54,180 57,147
Expenses 47,547 55,213 53,067
Depreciation and amortization 536 851 1,354
---------------------------
EBIT(1) 918 (1,884) 2,726
---------------------------
SPORTS-BETTING (CENTREBET)
Revenue 17,507 30,417 30,818
Expenses 7,049 15,677 20,885
Depreciation and amortization 2,782 3,109 4,134
---------------------------
EBIT(1) 7,676 11,631 5,799
---------------------------
Interest (20,711) (27,525) (35,685)
Eliminations (7,917) (11,860) (6,702)
Other (21,440) (12,467) (22,055)
Profit from ordinary activities before income tax expense 125,996 125,305 89,081
Income tax expense relating to ordinary activities (46,975) (46,516) (30,013)
Outside equity interest (1,921) (720) (549)
Net profit before outside equity interest 77,100 78,069 58,519
- ----------------
(1) EBIT as used in this annual report is an unaudited non-GAAP measure that we
define as earnings before deduction of interest payments and income taxes.
This information comes from our historical financial statements. We have
included EBIT information because it is one of the measurements we use to
assess our financial performance. We believe that EBIT is a measure of
performance used by some investors, equity analysts and others to make
informed investment decisions. EBIT should not be considered as an
alternative to income from operations or to cash flows from operating
activities (as determined in accordance with Australian GAAP) and should
not be construed as an indication of a company's operating performance or
as a measure of liquidity. In addition, EBIT may not be comparable to
similarly titled measures of other companies.
FISCAL 2003 COMPARED TO FISCAL 2002
Consolidated
Revenue
Revenue decreased by A$8.6 million, or 1.1%, to A$787.7 million in fiscal 2003
from A$796.3 million in fiscal 2002 principally due to a reduction in revenues
from commission premium play. See below for further information relating to
revenue by business segment.
38
Operating Expenses
Operating expenses (including gaming and wagering taxes/contribution) were
A$607.2 million in fiscal 2003 compared to A$586.1 million in fiscal 2002, an
increase of A$21.1 million or 3.6%. This increase was principally due to the
effects of inflation. See below for information relating to expenses by business
segment.
Depreciation and Amortization
Depreciation and amortization expense decreased slightly by A$0.4 million to
A$54.0 million in fiscal 2003 from A$54.4 million in fiscal 2002. See below for
information relating to depreciation and amortization by business segment.
Interest Expense, Net
Interest expense, net and finance charges, increased by A$8.0 million, or 29.0%,
to A$35.6 million in fiscal 2003 from A$27.6 million in fiscal 2002. The
increase in interest expense was primarily due to an additional A$12.7 million
of interest payable in respect of reset preference shares that were issued in
April 2002.
Profit from Ordinary Activities Before Income Tax
Profit from ordinary activities before income tax was A$89.1 million in fiscal
2003 as compared to A$125.3 million in fiscal 2002. This decrease was
principally due to a combination of lower revenue from commission premium play,
higher interest costs pertaining to the reset preference shares that were issued
in April 2002 and costs relating to the proposed merger with TABCORP.
Net Profit After Income Tax and Outside Equity Interest
The net profit after income tax for fiscal 2003 was A$58.5 million, a decrease
of A$19.6 million, or 25%, compared to A$78.1 million in fiscal 2002. The result
for fiscal 2003 was impacted by non-recurring costs related to the merger with
TABCORP of A$4.0 million and a below theoretical win rate on commission premium
play business reducing after tax earnings by $3.4 million. The result for fiscal
2002 was impacted by an adverse tax ruling, which reduced the net profit after
tax by a net A$10.0 million, while, an above theoretical win rate on commission
premium play business provided A$12.9 million in additional after tax earnings.
Land Based Operations
Revenue
Land based operations revenue was A$600.1 million in fiscal 2003, a decrease
from A$608.3 million in fiscal 2002. Revenue from land based operations is
broken out below (1) by casino operating revenues and hotel operating revenues
and (2) by property.
Casino Operating Revenues
Casino revenue decreased by A$18.4 million, or 3.8%, to A$463.0 million for
fiscal 2003, principally due to a reduction in revenues from commission premium
play.
39
Gaming machine revenues. Gaming machine revenue growth on previous corresponding
period improved consistently throughout the year (see table below). Total gaming
machine revenues for the three casinos was A$259.6 million in fiscal 2003
compared to A$254.3 million in fiscal 2002, an increase of A$5.3 million or
2.1%. Gaming machine revenue for the six months ended June 30, 2003 increased
A$10.4 million or 8.5% compared to the corresponding period demonstrating the
continuing positive trend evident since the installation of the Cougar gaming
machine monitoring system and the introduction of new gaming machines in
December 2001.
QUARTER SEPT. 02 DEC. 02 MAR. 03 JUN. 03
- ---------------------------------------------------------
Revenue growth vs
previous
corresponding period (8.9%) 2.1% 7.9% 9.2%
The Company's gaming machine replacement and investment cycle will be driven by
customer demand and availability of new product. In fiscal 2004, the Company
expects to upgrade approximately one third of the installed base of gaming
machines.
NO. OF MACHINES AT
CASINO JUNE 30, 2003
Gold Coast 1,348
Brisbane 1,329
Townsville 295
Main floor table game revenues. Main floor table game performance remained flat.
Non-commission premium play revenues. Non-commission premium play revenues
decreased 4.0% in fiscal 2003 compared to fiscal 2002 in Conrad Jupiters and
Conrad Treasury principally due a reduction in volume. Jupiters Townsville does
not participate in premium play business.
Commission premium play revenues. Commission premium play revenue for fiscal
2003 decreased 20% over fiscal 2002, due to the fact that Jupiters achieved a
win rate of 1.215% from international commission business, which was less that
the theoretical win rate of 1.265%. Revenue earned from this business segment
remains in the range of 10%-15% of the Company's revenue. Commission premium
play increased provisioning for doubtful debts during fiscal 2003 by A$5.3
million, compared to less than A$0.1 million for fiscal 2002.
Hotel Operating Revenues
Total hotel revenue increased by A$9.1 million, or 7.2% to A$135.0 million in
fiscal 2003 compared to A$125.9 million in fiscal 2002. This was primarily
attributable to an improved performance by food and beverage operations across
all properties.
As a result of a continued focus on high yielding corporate and convention
business revenues, hotel rooms revenue increased by 7.7% in fiscal 2003 compared
to fiscal 2002. An increase in domestic activity compensated for the decrease in
activity in the international inbound segment.
40
Revenue by Property
Conrad Jupiters. Operating revenues at Conrad Jupiters decreased by A$2.4
million, or 0.7 % to A$328.6 million for fiscal 2003 compared to A$331.0 million
for fiscal 2002 mainly due to a reduction in commission premium play revenue.
Casino patronage of approximately 11,000 per day in fiscal 2003 remained in line
with fiscal 2002. Average main floor spend per patron was also consistent
between fiscal 2003 and fiscal 2002.
Gaming machine revenue increased in fiscal 2003 by 2.9% compared to fiscal 2002.
In the second half of fiscal 2003, gaming machine revenue increased 8% over the
corresponding period in fiscal 2002 due to the impact of a significant rollout
of new product in the first half of fiscal 2003.
Hotel room revenue increased in fiscal 2003 compared to fiscal 2002 reflecting
an improvement in average occupancy from 60.3% in fiscal 2002 to 62.4% in fiscal
2003 supported by an increase in average room rate of 2.8% over the previous
year.
Food and beverage revenues increased 8.9% in fiscal 2003 compared to fiscal 2002
primarily as a result of promotions, theatre packages and some menu revisions.
The hotel also benefited from increased domestic tourism as locals chose not to
travel abroad due to uncertainty surrounding international events.
Conrad Treasury. Operating revenues at Conrad Treasury decreased A$7.9 million
or 3.3% to A$229.4 million in fiscal 2003 compared to A$237.3 million for fiscal
2002 mainly due to a reduction in commission premium play revenue.
Gaming machine revenue increased in fiscal 2003 by 1.7% compared to fiscal 2002.
As with Conrad Jupiters, gaming machine revenue increased 8% in the second half
of fiscal 2003 when compared to the corresponding period in fiscal 2002, due to
the impact of a significant rollout of new product in the first half of fiscal
2003.
Daily casino patronage remained flat at around 9,000 in both fiscal 2003 and
fiscal 2002. Average main floor spend per patron improved against the previous
year primarily due a small increase in per patron spend on gaming machines along
with a small increase in per patron spend on main floor tables.
Hotel room revenue was up 8.3% in fiscal 2003 compared to fiscal 2002. Occupancy
continued to improve increasing from 74.7% in fiscal 2002 to 78.5% in fiscal
2003 and was supported by an increase in average room rate of 3.9% in fiscal
2003 compared to fiscal 2002.
Food and beverage revenues increased 10.2% in fiscal 2003 compared to fiscal
2002 due to strong convention activity in Brisbane.
Jupiters Townsville. Operating revenues at Jupiters Townsville increased A$0.9
million, or 2.3% to A$39.9 million in fiscal 2003 compared to A$39.0 million in
fiscal 2002.
Gaming machine revenue for fiscal 2003 was in line with fiscal 2002. In the
second half of fiscal 2003, gaming machine revenue increased 17% over the
corresponding period in fiscal 2002 due to the impact of a significant rollout
of new product in the first half of fiscal 2003.
Hotel room revenue increased 7.4% in fiscal 2003 compared to fiscal 2002 with
occupancy strengthening to 49.8% in fiscal 2003 compared with 47.1% in fiscal
2002. Improved hotel occupancy and marketing
41
efforts resulted in food and beverage operations performing strongly with
revenues increasing 7.7% in fiscal 2003 compared with fiscal 2002.
Expenses
Operating expenses (excluding depreciation and amortization expense) in fiscal
2003 were A$458.8 million, an increase of A$19.5 million or 4.4% on the A$439.3
million recorded in fiscal 2002 due mainly to inflation.
Depreciation and Amortization
Depreciation and amortization expenses increased by A$2.7 million to $29.7
million in fiscal 2003 due to the investment in new gaming machine product in
fiscal 2003.
EBIT
As a result of the above factors, earnings before interest and income tax
("EBIT") in land based operations decreased by A$30.5 million, or 21.5%, from
A$142.1 million in fiscal 2002 to A$111.6 million in fiscal 2003.
Wide-Area Operations
Revenue
Revenue for the wide-area operations segment increased by A$5.1 million from
A$117.8 million in fiscal 2002 to A$122.9 million in fiscal 2003.
Keno turnover in Queensland for fiscal 2003 was A$278.2 million compared to
A$261.4 million in fiscal 2002. Keno turnover in New South Wales was A$333.7
million in fiscal 2003 compared to A$343.0 million in fiscal 2002. Queensland
has continued to perform strongly due to the continued strong performance of
clubs and pubs. The ongoing sales and marketing activity has resulted in
positive turnover growth. New South Wales struggled with turnover in fiscal
2003. Increased responsible gambling regulation has continued to have a negative
impact on Keno wide-area gaming in New South Wales. A new logo was launched into
the Queensland and New South Wales market providing a unified brand for the
game. Fiscal 2004 will see new Keno terminals rolled out into both states
providing the latest technology and facilities for the future development of new
Keno products. Jupiters provides Keno to over 800 outlets in Queensland and
1,000 clubs in New South Wales. See "Item 3 - Key Information - Risk Factors -
Current policy of the New South Wales Government restricts enhancements to
Jupiters' Club Keno game."
Monitoring of gaming machines in clubs and pubs in Queensland generated revenue
of A$19.1 million in fiscal 2003, an increase of 15.6% over fiscal 2002. This
performance is the result of the business supplying monitoring services to a
number of large venues which have elected to use a broad range of the Company's
products. Internal and wide area random jackpots, from which Jupiters'
monitoring business earns revenue, have been introduced into a number of sites
bolstering the revenue of this business. The Company's market share at the end
of fiscal 2003 was approximately 37.7%, just below the regulated maximum level
of 40%.
42
Expenses
Operating expenses (excluding depreciation and amortization expense) were A$78.6
million in fiscal 2003 in line with operating expenses of A$78.5 million in
fiscal 2002.
Depreciation and Amortization
Depreciation and amortization expense decreased by A$3.1 million, or 22.2%, to
$10.9 million in fiscal 2003 due to final depreciation of initial capital costs
associated with the set up of the gaming machine monitoring business.
EBIT
As a result of the above factors, wide-area operations EBIT increased by A$8.1
million, or 31.9%, from A$25.3 million in fiscal 2002 to A$33.4 million in
fiscal 2003.
Sports Betting Operations
Revenue
Revenue of Centrebet remained stable at A$30.8 million in fiscal 2003 compared
to A$30.4 million in fiscal 2003.
The poor performance of Centrebet in fiscal 2003 was attributable to a number of
factors, including increased competition, which led to an increase in marketing
expenditure, an increase in other operating expenses, regulatory uncertainty and
the impact of the decision to sell the business taken in March 2003.
Turnover grew at a slower than expected rate in fiscal 2003 due to increased
competition in Centrebet's traditional Nordic markets, which have become the
target of significant marketing spend by some of Centrebet's major United
Kingdom based competitors. The increasing impact of betting exchanges also had a
significant effect on the rate of turnover growth. Regulatory uncertainty grew
during fiscal 2003 with some significant developments particularly in Denmark.
This uncertainty together with the sale process impacted the day to day
operation of the business resulting in a lower than expected win rate in fiscal
2003.
The sale process caused disruption within the business that can be seen in the
lower win rate in the last quarter of fiscal 2003 of 3.6%, despite turnover for
that quarter being in line with the corresponding period in fiscal 2002, which
was unusually high due to the impact of wagering in connection with the Soccer
World Cup.
A$ 000'S FISCAL 2003 FISCAL 2002 CHANGE
- -------- ----------- ----------- -------
Turnover 452,087 401,006 12.7%
Wagering Revenue 30,026 28,678 4.7%
Win Rates 6.64% 7.15% (7.1)%
The total number of bets placed continued to grow in fiscal 2003 compared to
fiscal 2002, although the average bet size reduced. This is mainly due to the
impact of betting exchanges on the top end or wholesale segment of Centrebet's
client base.
43
FY03 FY02 CHANGE
------- ------- ------
TOTAL BETS
(A$ MILLION) 15.4 11.7 32%
AVERAGE BET SIZE A$29.38 A$34.35 (14.5)%
Expenses
Operating expenses (excluding depreciation and amortization expense) increased
A$5.2 million, or 33%, to A$20.9 million in fiscal 2003 from A$15.7 million in
fiscal 2002, which was mainly due to increases in expenditure on marketing
programs designed to counter the increased competition and expenses associated
with the preparation of new products and a new web platform.
Depreciation and Amortization
Depreciation and amortization expense increased by A$1.0 million, or 32%, to
A$4.1 million in fiscal 2003 from A$3.1 million in fiscal 2002 due to the
ongoing investment in information technology.
EBIT
As a result of the above factors, sports betting operations EBIT decreased by
A$5.8 million, or 50.1%, from A$11.6 million in fiscal 2002 to A$5.8 million in
fiscal 2003.
Technology Operations
Revenue
Revenue from technology operations, including intersegment revenue, increased by
A$3.0 million, or 5.5%, from A$54.2 million in fiscal 2002 to A$57.2 million in
fiscal 2003. The increase in revenue was due to a A$3.9 million, or 17.2%,
increase in intersegment revenue offset by a A$0.9 million, or 3.1%, decrease in
external sales. The increase in intersegment revenue was principally due to the
provision of maintenance services to wide-area operations. The decrease in
external sales was principally due to a change in the customer base of AWA
Technology Services.
Expenses
Operating expenses (excluding depreciation and amortization expense) were A$53.1
million in fiscal 2003 compared to A$55.2 million in fiscal 2002, a decrease of
A$2.1 million or 3.8%, principally due to some improvement in operating
efficiency.
Depreciation and Amortization
Depreciation and amortization expense increased by A$0.5 million, or 55%, to
$1.4 million in fiscal 2003 from A$0.9 million in fiscal 2002 principally due to
investments in information technology.
EBIT
As a result of the above factors, EBIT in technology operations in fiscal 2003
increased A$4.6 million to A$2.7 million compared with a loss of A$1.9 million
in fiscal 2002.
44
FISCAL 2002 COMPARED TO FISCAL 2001
Consolidated
Revenue
Revenue increased by A$19.1 million, or 2.5%, to A$796.3 million in fiscal 2002
from A$777.2 million in fiscal 2001. See below for further information relating
to revenue by business segment.
Operating Expenses
Operating expenses (including gaming and wagering taxes/contribution) were
A$586.1 million in fiscal 2002 compared to A$572.5 million in fiscal 2001, an
increase of A$13.6 million or 2.4%. See below for information relating to
expenses by business segment.
Depreciation and Amortization
Depreciation and amortization expense increased by A$2.6 million to A$54.4
million in fiscal 2002. See below for information relating to depreciation and
amortization by business segment.
Interest Expense, Net
Interest expense, net increased by A$6.9 million, or 33.3%, to A$27.6 million in
fiscal 2002. The increase in interest expense was primarily due to an additional
A$3.5 million of interest payable in respect of reset preference shares that
were issued in fiscal 2002.
Profit from Ordinary Activities before Income Tax
Profit from ordinary activities before income tax was A$125.3 million in fiscal
2002 as compared to A$126.0 million in fiscal 2001.
Net Profit After Income Tax and Outside Equity Interest
The net profit after income tax for fiscal 2002 was A$78.1 million, an increase
of A$1.0 million compared to A$77.1 million in fiscal 2001. Impacting this
result was an adverse tax ruling, which reduced the net profit after tax by a
net A$10.0 million. Also, an above theoretical win rate on commission premium
play business provided A$12.9 million in additional after tax earnings (fiscal
2001: A$10.0 million).
Land Based Operations
Revenue
Land based operations revenue was A$608.3 million in fiscal 2002, a slight
decrease from A$608.7 million in fiscal 2001. Revenue from land based operations
is broken out below (1) by casino operating revenues and hotel operating
revenues and (2) by property.
Casino Operating Revenues
Casino revenue remained flat at A$481.4 million in fiscal 2002.
45
Gaming machine revenues. Revenue from gaming machines overall fell 6.7% in
fiscal 2002 compared to fiscal 2001. The overall reduction is attributable to
regulatory changes introduced by the Queensland Government in December 2001
limiting denominations in note acceptors to twenty-dollar notes or less and the
delay in deploying the Cougar monitoring system, which in turn delayed the
roll-out of new gaming machines. The rollout at Jupiters Townsville was
successfully completed in June 2002.
Table game revenues. Table game revenues, the other significant component of
casino operating revenues, increased by A$19.4 million, or 8.6%, from A$225.8
million in fiscal 2001 to A$245.2 million in fiscal 2002, primarily due to
commission premium play revenue increasing 28.4% over the previous period.
Main floor table game revenues. Main floor table game revenues decreased by 2.1%
in fiscal 2002 compared to fiscal 2001. The Company is focussed on improving the
revenues and margins in this area through the introduction of enhanced table
games and other new game variations and business process improvements. Conrad
Treasury installed a technology-enhanced version of roulette, called Touch Bet
Roulette, in May 2002, which has been popular with players new to the game.
Non-commission premium play revenues. Non-commission premium play revenues
remained flat in fiscal 2002 compared to fiscal 2001. Jupiters Townsville Casino
does not participate in premium play business.
Commission premium play revenues. Club Conrad's commission business revenue
increased 28.4% in fiscal 2002 compared to fiscal 2001. This increase was
primarily due to an increase in business volumes (front money up 33%) over the
prior corresponding period and above theoretical win rates continuing to be
achieved.
Hotel Operating Revenues
Total hotel revenue decreased by A$1.2 million, or 1.0%, from A$124.9 million in
fiscal 2001 to A$123.7 million in fiscal 2002. Room revenue for the three
properties decreased A$1.0 million compared to fiscal 2001. See below for
details on hotel operating revenues by property.
Revenue by Property
Conrad Jupiters. Operating revenues at Conrad Jupiters increased by A$17.8
million, or 5.7%, to A$331.0 million in fiscal 2002 compared to A$313.2 million
for fiscal 2001. The new Club Conrad facility, which opened in September 2001,
has received an overwhelming response from customers and places the facilities
amongst the best in the Australasian region. Conrad Jupiters is receiving a
steady flow of business with growth being experienced particularly from China.
Casino patronage was approximately 11,000 per day (fiscal 2001: 11,500) with the
average main floor spend per patron remaining in line with fiscal 2001.
Gaming machine revenue decreased 3.1% compared to fiscal 2001 due to the impact
of the limitations placed on note acceptors and the delay in deployment of the
Cougar system.
Hotel room revenue in fiscal 2002 decreased 6.7% compared to fiscal 2001
reflecting a reduction in the average occupancy from 65.1% in fiscal 2001 to
60.3% in fiscal 2002, which was offset by a 2.3% improvement in average room
rate. The high-energy stage show, Rhythm of the Night, opened in May 2002 and
replaced the highly successful Hidden Palace as part of an ongoing program to
offer a unique and innovative entertainment experience in the property.
46
Food and beverage revenues in fiscal 2002 improved marginally compared to fiscal
2001 despite being impacted by reduced hotel and convention bookings.
Work has commenced on the extension of Broadbeach Island, which is being
undertaken in conjunction with Gold Coast Convention and Exhibition Center civil
works. The 1.5 acre increase in the land area will allow Jupiters the
flexibility to pursue future growth opportunities at the property.
Conrad Treasury. Operating revenues at Conrad Treasury in fiscal 2002 decreased
by A$16.6 million, or 6.5%, to $237.3 million compared to $253.9 million in
fiscal 2001.
Casino patronage was approximately 9,000 per day (fiscal 2001: 10,000) with the
average main floor spend per patron remaining in line with fiscal 2001.
Gaming machine revenue decreased 9.2% compared to fiscal 2001. The reduction is
indicative of the continuing competitiveness of product offered by clubs and
hotels and the introduction of limitations on note acceptors. As noted above,
the Company is addressing this with the conversion of gaming machines to the
Cougar system and the introduction of enhanced gaming product.
Hotel room revenue continued to grow, with occupancy increasing to 74.7% (fiscal
2001: 70.6%) and the average room rate increasing by 3.9%.
Food and beverage revenues decreased 5.7% compared to the fiscal 2001 due to the
reduced casino patronage and intense competition from other venues in down town
Brisbane. The LAB restaurant and bar was successfully introduced into the hotel
in January 2002.
Jupiters Townsville. Operating revenues at Jupiters Townsville decreased by
A$3.4 million, or 8.4%, from A$40.2 million in fiscal 2001 to A$36.8 million in
fiscal 2002.
Gaming machine revenue decreased 15.0% compared to fiscal 2001 due to the impact
of local competition and the introduction of limitations on note acceptors.
Casino patronage was approximately 1,700 per day (fiscal 2001: 1800) with the
average main floor spend per patron $37.70 in fiscal 2002.
Hotel room revenue, which is largely tourism based, fell 5.3% compared to fiscal
2001. This decrease was due a 2.3% decrease in the occupancy rate and a 0.3%
decrease in average room rate. Food and beverage operations remained steady
despite reduced occupancy.
Expenses
Operating expenses (excluding depreciation and amortization expense) in fiscal
2002 of A$439.3 million were broadly in line expenses of A$434.9 million in
fiscal 2001.
Depreciation and Amortization
Depreciation and amortization expenses decreased by A$1.3 million to $27.0
million in fiscal 2002 due to some gaming machines and equipment reaching the
end of their useful lives.
47
EBIT
As a result of the above factors, earnings before interest and income tax
("EBIT") in Land Based Operations decreased by A$3.4 million, or 2.3%, from
A$145.5 million in fiscal 2001 to A$142.1 million in fiscal 2002.
Wide-Area Operations
Revenue
Revenue increased by A$19.4 million, or 19.7%, from A$98.4 million in fiscal
2001 to A$117.8 million in fiscal 2002. The increase in revenue in fiscal 2002
was due to an increase of A$18.6 million from keno operations and a A$0.8
million increase from game machine monitoring. Keno turnover in Queensland for
fiscal 2002 was A$261.4 million (fiscal 2001: A$235.2 million) and in New South
Wales was A$343.0 million (fiscal 2001: $340.8 million). The increase in
turnover for the Queensland game is due to new game variations and ongoing
promotional activities. A recent relaxation of legislative restrictions over
enhancements to the New South Wales game allowed the introduction of the first
new game variation in three years. Keno Racing was launched into NSW Clubs in
late March 2002 and is expected to contribute positively to turnover in the
coming year.
Monitoring of gaming machines in clubs and hotels in Queensland generated
revenue of A$16.5 million in fiscal 2002, compared to A$15.7 million in fiscal
2001. The wide-area linked jackpot, `Money Train' continues to perform solidly
with over A$9.0 million paid out in Grand Jackpot winnings throughout the
statewide network of seventy venues. A trial of a new wide-area jackpot
commenced with a large hotel and hospitality group. The Company's market share
remained just below the regulated maximum level of 40%.
Expenses
Operating expenses (excluding depreciation and amortization expense) were A$78.5
million in fiscal 2002 compared to A$64.7 million in fiscal 2001, an increase of
A$13.8 million or 21.3%. This increase was predominantly due to an increase in
gaming taxes and keno commission paid on increased turnover.
Depreciation and Amortization
Depreciation and amortization expense increased by A$3.2 million, or 18.8%, to
$14.0 million in fiscal 2002 due to capital additions.
EBIT
As a result of the above factors, Wide-Area Operations EBIT increased by A$3.3
million, or 15.0%, from A$22.0 million in fiscal 2001 to A$25.3 million in
fiscal 2002.
Sports Betting Operations
Revenue
Centrebet's revenue increased by A$12.9 million, or 73.7%, from A$17.5 million
in fiscal 2001 to A$30.4 million in fiscal 2002. This increase in revenue was
due to a 59.3% increase in turnover compared to fiscal 2001 and assisted by the
favorable win rate achieved on bets taken on the FIFA World Cup, where a number
of the pre-tournament favorites lost matches. The last quarter of fiscal 2002
proved to be a busy
48
period for Centrebet as five additional languages were added to the web site,
which was upgraded and relaunched in April 2002.
Expenses
Operating expenses (excluding depreciation and amortization expense) were A$15.7
million in fiscal 2002 compared to A$7.0 million in fiscal 2001, an increase of
A$8.7 million which is in line with the revenue growth.
Depreciation and Amortization
Depreciation and amortization expense increased by A$0.3 million to A$3.1
million in fiscal 2002.
EBIT
As a result of the above factors, Sports Betting Operations EBIT increased by
A$3.9 million, or 50.6%, from A$7.7 million in fiscal 2001 to A$11.6 million in
fiscal 2002.
Technology Operations
Revenue
Revenue from technology operations, including intersegment revenue, increased by
A$5.2 million, or 10.6%, from A$49.0 million in fiscal 2001 to A$54.2 million in
fiscal 2002. The increase in revenue was due to a A$9.2 million, or 67.2%,
increase in intersegment revenue offset by a A$4.0 million, or 11.3%, decrease
in external sales. The increase in intersegment revenue was principally due to
the provision of maintenance services to Wide-Area Operations. The decrease in
external sales was principally due to AWA Technology Services losing two major
customers.
Expenses
Operating expenses (excluding depreciation and amortization expense) were A$55.2
million in fiscal 2002 compared to A$47.5 million in fiscal 2001, an increase of
A$7.7 million or 16.2%. This increase, reflected the net increase in revenue.
Depreciation and Amortization
Depreciation and amortization expense increased by A$0.3 million to $0.9 million
in fiscal 2002.
EBIT
As a result of the above factors, EBIT in fiscal 2002 was a loss in Technology
Operations of A$1.9 million as compared to EBIT of A$0.9 million in fiscal 2001.
49
B. LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth Jupiters' consolidated cash flows for fiscal
2001, 2002 and 2003.
FISCAL YEAR ENDED JUNE 30,
----------------------------
2001 2002 2003
-------- -------- --------
(DOLLARS IN MILLIONS)
Net cash provided by operating activities A$118.0 A$136.2 A$85.5
Net cash (used in) investing activities (46.9) (48.1) (88.3)
Net cash provided by/(used in) financing activities (77.3) (119.5) (4.6)
Net increase/(decrease) in cash held (6.2) (31.4) (7.4)
Historically, Jupiters has generally funded its cash requirements through cash
flow from operations, borrowings under its credit facilities and, in certain
cases, equity offerings. Due to the depreciation and amortization expense
associated with Jupiters' two wholly owned hotel/casino properties, Jupiters'
cash flow from operations historically has been substantially greater than its
operating profit after income tax.
Net cash provided by operating activities was A$85.5 million in fiscal 2003
compared to A$136.2 million in fiscal 2002. This decrease was primarily a result
of first full year of borrowing costs associated with the reset preference
shares issued in April 2002 combined with the reduction in earnings in fiscal
2003.
Net cash used in investing activities was A$88.3 million in fiscal 2003 compared
to A$48.1 million in fiscal 2002. Significant outlays during fiscal 2003
included:
- - the extension of the size of island on which Conrad Jupiters is
located;
- - investment in plant and equipment in connection with the operation of
the core business; and
- - the payment to increase the ownership interest in Breakwater Island
Trust from 47.5% to 100.0% See "Item 4 - Information on the Company -
History and Development of the Company - Acquisition."
Net cash used in financing activities in fiscal 2003 of A$4.6 million
principally represented:
- - Net borrowings of A$42.3 million, primarily to fund the increase in
ownership interest in Breakwater Island Trust referred to above; and
- - the payment of ordinary dividends totaling A$45.1 million.
Net cash provided by operating activities was A$136.2 million in fiscal 2002
compared to A$118.0 million in fiscal 2001. This increase was primarily a result
of the increase in fiscal 2002 operating profit in the sports betting and wide
area gaming operations.
Net cash used in investing activities was A$48.1 million in fiscal 2002 compared
to A$46.9 million in fiscal 2001. Significant outlays during fiscal 2002
included:
- - the completion of the new Club Conrad premium player facility at Conrad
Jupiters at a cost of approximately A$4.8 million; and
- - investment in plant and equipment in connection with the operation of
the core business.
50
Net cash used in financing activities in fiscal 2002 of A$119.5 million
principally represented:
- - 1,901,735 reset preference shares issued on April 11, 2002 at a face
value of A$100.00 each, raising gross proceeds of approximately A$190.2
million;
- - A$188.4 million of the proceeds from the issuance of the reset
preference shares were used to finance the buy-back of 40,011,700
ordinary shares in Jupiters and pay for costs associated with the share
buy-back;
- - repayment of borrowings of A$70.0 million previously used to fund the
acquisition of the AWA Limited; and
- - payments of dividends of A$49.8 million.
As of June 30, 2003, Jupiters had total debt of A$437.6 million, compared to
A$433.5 million as of June 30, 2002 and A$342.3 million as of June 30, 2001.
Total debt as of June 30, 2003 consisted of:
- - A$202.1 million principal amount due on the Notes;
- - unsecured reset preference shares totaling A$190.2 million;
- - unsecured commercial bill syndicated facility totaling A$45.0 million;
and
- - A$0.3 million relating to a leasing facility.
Additionally, Jupiters has provided bank guarantees to third parties totaling
A$12.0 million which have been accommodated under an unsecured credit facility.
See "Item 17 Financial Statements - Note 16 Interest Bearing Liabilities."
Jupiters' existing credit facilities permit it to borrow or otherwise obtain up
to a further A$158.0 million under standby, overdraft and other facilities and
to enter into equipment leases of up to A$15 million under a secured leasing
facility.
The full amount outstanding under each commercial bill facility becomes
immediately payable (at the lender's 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.
Jupiters believes that its existing cash resources, anticipated cash flows from
operations, borrowings under its credit facilities and the net proceeds from any
new borrowings will provide sufficient liquidity and capital resources over the
next twelve months to meet:
- - scheduled interest payments;
- - planned capital expenditure of approximately A$89.8 million, which
includes A$35.1 million relating to casino enhancement plans; and
51
- - any dividend payments on Jupiters' ordinary and reset preference
shares.
Description of Certain Indebtedness
Jupiters may from time to time seek to retire its outstanding debt through cash
purchases in open market purchases, privately negotiated transactions or
otherwise. Any such repurchase would depend on market conditions, Jupiters'
liquidity requirements and possibly other factors.
Notes
In March 1999, Jupiters issued US$135 million aggregate principal amount of
Senior Redeemable Notes on a senior, unsecured basis. The Notes are fully and
unconditionally guaranteed by all of Jupiters' wholly owned operating
subsidiaries.
The Notes bear interest at a rate of 8.5% per annum and mature in 2006 unless
Jupiters elects to redeem them earlier. The Notes may be redeemed in whole or in
part at any time or from time to time, at a price equal to 100% of the principal
amount of the Notes redeemed plus accrued or unpaid interest to the redemption
date plus a make-whole premium equal to the excess, if any, of (1) the sum of
the remaining scheduled payments of interest and principal that would have been
payable after the redemption date on the Notes being redeemed, discounted to the
date of redemption at the weekly average yield of United States treasury notes
with a comparable maturity date, plus 50 basis points; over (2) the principal
amount of the Notes being redeemed.
Jupiters may redeem the Notes in whole at 100% of their principal amount, plus
any accrued and unpaid interest to the date of redemption if withholding taxes
become applicable to payments on the Notes or subsidiary guarantees. Holders of
the Notes may, at Jupiters request, be forced to dispose of the Notes if an
applicable gaming authority determines that a holder is not licensed, qualified
or suitable under applicable gaming laws.
The Indenture governing the Notes contains covenants that restrict the ability
of Jupiters and the subsidiary guarantors to:
- - incur additional indebtedness;
- - pay dividends or make distributions with respect to the capital stock
of Jupiters or the subsidiary guarantors;
- - purchase, redeem or retire the capital stock of Jupiters or the
subsidiary guarantors;
- - make investments;
- - consolidate merge, transfer or sell assets;
- - incur liens;
- - transact with affiliates;
- - issue and sell capital stock of the subsidiary guarantors;
- - restrict payments by a subsidiary guarantor to Jupiters or another
subsidiary guarantor; and
- - enter into sale and leaseback transactions.
If the merger between Jupiters and TABCORP is effected, a change of control (as
defined in the Indenture) of Jupiters will be considered to have occurred.
Pursuant to Section 4.09 of the Indenture, upon a change of control, the holders
of the Notes are entitled to require Jupiters to purchase all or any part of
their Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, up to and including the
expiration date of the offer. Upon the completion of the merger, Jupiters will
notify the holders of the Notes and undertake such an offer to purchase.
52
TABCORP will ensure that Jupiters has available to it the funds required to
satisfy any payment obligations arising from the acceptance of any offers. The
maximum amount of funds that would be required if all Note holders were to
accept the offer would be US$136.35 million plus accrued interest. The funding
would be provided to Jupiters through Jupiters' existing facilities,
intercompany borrowings and/or equity contributions from companies within the
TABCORP group.
Description of Credit Facilities - ANZ Facility Agreement
On March 11, 1999, the Company entered into a facility agreement (the "ANZ
Facility Agreement") with Australia and New Zealand Banking Group Limited
("ANZ").
The ANZ Facility Agreement is between the Company, certain of its wholly owned
operating subsidiaries as borrowers, various subsidiaries of the Company as
guarantors and ANZ.
Under the ANZ Facility Agreement, the Company and certain of its wholly owned
operating subsidiaries may borrow or otherwise obtain from ANZ up to A$50
million under a stand-by facility, up to A$2.5 million under an overdraft and
other facilities and to enter into keno equipment leases of up to A$15 million
under a leasing facility. The ANZ Facility Agreement is renewable on an annual
basis on the anniversary of first entering into the agreement.
The facilities provided under the ANZ Facility Agreement are available by way of
cash advances or bills. Interest on cash advances is payable at the Sydney Bank
Bill Rate ("BBSY") at the relevant time plus a margin. Bills are discounted by
ANZ by reference to prevailing market rates.
The ANZ Facility Agreement contains representations and warranties, undertakings
and events of default which are customary for a facility of this nature. In
addition, the Company must comply with interest cover and gearing financial
ratios.
Description of Credit Facilities - Multi-Option Syndicated Revolving Facility
Agreement
On April 26, 2001, the Company entered into a multi-option syndicated revolving
facility agreement. See "Item 10 - Additional Information - Material Contracts -
Multi-Option Syndicated Revolving Facility Agreement."
Reset Preference Shares
Jupiters issued 1,901,735 reset preference shares on April 11, 2002 at a face
value of A$100 each with a coupon of 8.15% per annum. The coupon is payable
semi-annually, is cumulative and ranks senior only to the payment of ordinary
dividends. The reset preference shares have a ten-year term with specified
terms, including the coupon, able to be reset by the Company on or after April
7, 2007.
Holders of reset preference shares generally have no voting rights except in
limited circumstances. The rights of holders of reset preference shares are
subordinated to all claims except ordinary shareholders. The reset preference
shares are quoted for trading on the Australian Stock Exchange Limited under the
code "JUPPA'.
Holders of reset preference shares have the ability to request conversion of
their reset preference shares to ordinary shares in Jupiters at any time and on
such a request Jupiters may (1) convert the reset preference shares to ordinary
shares in accordance with the applicable conversion ratio, (2) repurchase them
itself or (3) arrange for a third party to purchase them. Furthermore, Jupiters
has the right to repurchase some or
53
all of the reset preference shares on April 9, 2007 and at any time if the
coupon ceases to be tax deductible.
The RPS mature on April 6, 2012, at which time outstanding RPS will be
repurchased by Jupiters for A$100 plus any outstanding dividends.
TABCORP has offered to acquire all outstanding RPS in connection with the
proposed merger between Jupiters and TABCORP. See "Item 10 - Additional
Information - Material Contracts - Merger Implementation Agreement."
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ETC.
The Company's Jupiters Technology division undertakes research and development
activities to develop gaming and wagering technologies used in Jupiters'
businesses. Products resulting from such research and development include:
ActivData I and II Gaming machine monitoring system
Cougar Gaming machine monitoring system
Jupiters Keno System Hardware and software to operate wide-area keno games
throughout Queensland
Centaur Sports betting system used by Centrebet for Internet
and telephone sports betting
Jupiters Technology also provides post implementation support for these systems
and continues to research and develop enhancement and replacement systems.
Amounts spent by Jupiters on research and development (excluding production) in
each of fiscal 2001, 2002 and 2003 were A$5.2 million, A$5.5 million and
approximately A$6.6 million, respectively. The Australian Taxation Office
provides concessional treatment for research and development expenditure that
satisfies certain criteria. Jupiters has been successful in receiving
concessional treatment for certain of its research and development expenditure
in recent years.
D. TREND INFORMATION
Casino commission premium play at Conrad Jupiters and Conrad Treasury reduced
after tax earnings due to below theoretical win rates by A$3.4 million for
fiscal 2003. Casino commission premium play at Conrad Jupiters and Conrad
Treasury contributed additional after tax earnings due to above theoretical win
rates of A$12.9 million for fiscal 2002. The experience of the gaming industry
is that theoretical win rates are achieved over time, however, during the course
of each year the casinos enjoy significant wins and sustain significant losses.
Revenue from the Company's casino and hotel operations is expected to be
maintained, assuming theoretical win rates in commission premium play are
achieved.
Revenues from sports betting were A$30.8 million in fiscal 2003. Jupiters
intends to sell this business in the immediate future. See "Item 4 - Information
on the Company - History and Development of the Company - Recent Developments -
Disposal of the Centrebet Sports Betting Business."
Jupiters Keno revenue in Queensland is expected to be maintained whilst Club
Keno revenue in New South Wales revenue may decline unless enhancements to the
game can be made. See "Item 3 - Key
54
Information - Risk Factors - Current policy of the New South Wales Government
restricts enhancements to Jupiters' Club Keno game."
Eliminating the effects of deviations from theoretical win rates and excluding
the results of sports betting, operating efficiency as measured by the ratio of
EBITDA to operating revenue, is expected to be maintained in fiscal 2003.
E. OFF BALANCE SHEET ARRANGEMENTS
Jupiters has access to a commercial bill standby facility of A$50 million. A$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.
See " Item 10 - Additional Information - Material Contracts - Gold Coast
Convention & Exhibition Centre Development Agreement."
A further A$5 million of this standby facility has been applied towards a bank
guarantee in favour of WorkCover Queensland in connection with Jupiters' self
insurance of its Queensland workers' compensation liabilities. See "Item 17
Financial Statements - Note 1 Statement of Significant Accounting Policies and
Note 15 Provisions."
F. TABULAR DISCLOSURE OF CONTRACT OBLIGATIONS
The status of our contractual obligations as of June 30, 2003 were as follows:
PAYMENTS DUE BY PERIOD
----------------------------------------------------------
LESS THAN 1-3 3-5 MORE THAN
TOTAL 1 YEAR YEARS YEARS 5 YEARS
A$ MILLION A$ MILLION A$ MILLION A$ MILLION A$ MILLION
---------- ---------- ---------- ---------- ----------
Long term debt obligations 437.3 45.0 202.1 - 190.2
Finance lease obligations 0.3 0.3 - - -
Operating lease obligations 88.2 6.2 6.2 2.6 73.2
Purchase obligations 14.1 14.1 - - -
Long term employee benefits 9.7 0.7 3.0 3.0 3.0
----- ---- ----- --- -----
Total 549.6 66.3 211.3 5.6 266.4
----- ---- ----- --- -----
G. SAFE HARBOUR
This annual report contains forward-looking statements. These statements include
Jupiters' business strategy and expectations concerning its position in the
gaming, wagering and hotel industries, future operations, profitability,
liquidity, capital resources and other statements of expectations, beliefs,
future plans and strategies, anticipated developments and other matters that are
not historical facts. All of these forward-looking statements are based on
estimates and assumptions made by Jupiters' management that, although believed
to be reasonable, are inherently uncertain and subject to risks and
uncertainties, including financial, regulatory environment, industry growth and
projections. You should not place undue reliance on these statements and
estimates. Jupiters cannot be sure that any of these statements or estimates
will be realized. It is likely that actual events will differ materially from
those contemplated by the forward-looking statements. Factors that may cause
differences include the following:
55
- - general economic and business conditions in Australia, Asia, Europe and
the United States of America;
- - the markets for gaming, wagering and hotels in Australia and elsewhere;
- - competition from other forms of gambling and leisure activities;
- - changes in, or failure to comply with, governmental regulations; and
- - other factors referenced in this Annual Report, including those
described under "Item 3 - Key Information - Risk Factors."
In light of these and other uncertainties, you should not regard the inclusion
of forward-looking statements in this annual report as a representation by
Jupiters that it will achieve its plans and objectives.
56
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The following table sets forth information regarding Jupiters' Directors and
senior management.
NAME POSITION
- ------------------------------ --------------------------------------------
Directors:
Lawrence J. Willett........... Chairman
Robert A. Hines............... Managing Director and Chief Executive Officer
Sir Francis Moore............. Director
Penelope Morris............... Director
John Story.................... Director
Senior Management:
Laurence M. Carsley........... Chief Financial Officer, Company Secretary,
Group General Manager, Keno and Machine Gaming
Peter C. Trathen.............. Group General Manager, Development
Piers B. Morgan............... Group General Manager, Jupiters On Line
Lawrence J. Willett AO. 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. Mr. Hines was appointed Managing Director of Jupiters Limited
on July 6, 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 is Chairman of the 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 Councilor
of the World Travel and Tourism Council (London). Sir Frank was Chairman of the
Australian Tourism Industry Association from 1983 to 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.
Penelope Morris AM, B.Arch (Hons), M.Env.Sci, Dip CD, FRAIA. 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. 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
assisted in the formation and establishment of both Jupiters Trust and Jupiters
Limited. He is also
57
Chairman of Suncorp Metway Limited and a Director of CSR Limited, Ruralco
Holdings Limited and Australian Magnesium Corporation Limited.
Laurence M. Carsley. Mr. Carsley has been Chief Financial Officer and Company
Secretary of Jupiters since 1997 and was appointed Group General Manager Keno
and Machine Gaming in July 2001. He has held various financial management and
accountancy roles within the Jupiters corporate office and is also responsible
for the Jupiters' corporate secretarial functions. Mr. Carsley oversees the
operations of Jupiters Keno, Club Keno and Gaming Machine Services. Mr. Carsley
worked in a head office finance role of an Australian conglomerate before
transferring to a manufacturing division of that company.
Peter C. Trathen. Mr. Trathen is Group General Manager Development. He joined
Jupiters in 1992. Mr. Trathen manages Jupiters' development projects,
refurbishments and non-casino property assets. Mr. Trathen also oversees AWA
Technology Services. Mr. Trathen has extensive experience in the construction
and development industries in South Africa, New Zealand and Australia.
Piers B. Morgan. Mr. Morgan was appointed Group General Manager of Jupiters
Online in July 2001, responsible for Jupiters online and international
businesses. Mr. Morgan joined Jupiters in October 1998 and worked in a business
development role in the Corporate office for 18 months before taking over as
General Manager of Centrebet, an online sports betting business. Mr. Morgan
worked in financial and consulting roles in Australia and the UK prior to
joining Jupiters.
There are no family relationships among the company's directors and senior
management.
There are no arrangements or understandings with major shareholders, customers,
suppliers or others, pursuant to which any of the persons described above were
selected as a director or member of senior management.
B. COMPENSATION
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.
58
Directors' remuneration in respect of fiscal 2003 is as follows:
Long-Term
Annual Emoluments Emoluments
------------------------------------------- --------------
Other Superannuation
Salary / Fees Options Incentive Benefits Contributions Total
A$ A$ A$ A$ A$ A$
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
During the previous financial year, Jupiters granted options over 500,000
unissued ordinary shares to the Managing Director's which were approved by
shareholders. The options have an exercise prices of A$4.54 and an expiry date
of August 30, 2011.
The options were valued at A$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 A$2.07 each. Refer to Note 29 in the
accompanying financial report for details. See "Item 10 - Additional Information
- - Material Contracts - Merger Implementation Agreement."
For the purposes of valuing the remuneration of the Managing Director, a pro
rata (one third) portion of the full options valuation determined on the initial
grant date has been allocated to fiscal 2003. This allocation has not been
expensed in the Statement of Financial Performance under Australian accounting
standards.
In addition to the above remuneration paid by Jupiters Limited, Messrs Willett,
Moore and Story were paid remuneration by subsidiary, Breakwater Island Limited,
in their capacities as directors of that entity. Mr. Willett was paid A$24,176
in fees plus A$2,175 in superannuation contributions. Sir Frank Moore was paid
A$17,568 in fees. Mr. Story was paid A$16,118 in fees plus A$1,450 in
superannuation contributions.
The Company has entered into retirement deeds with Messrs. Willett, Moore, Story
and Ms. Morris for the provision of retirement benefits on their respective
retirements. The benefits equate to the aggregate of directors' fees paid to
them respectively for the three-year period immediately preceding their
respective retirements. These benefits are within the limits permitted by the
Corporations Act 2001 and do not require the specific approval of the Company's
shareholders. There are no other service contracts in place that provide for
benefits upon termination of employment of directors or senior management.
If the merger between Jupiters and TABCORP completes as anticipated, Jupiters
will make the following payments to the non-executive Directors as retirement
benefits in accordance with the terms of the retirement deeds (assuming a
retirement date of November 10, 2003). The payments do not exceed the amounts
permitted to be paid under the Corporations Act. See "Item 10 - Additional
Information - Material Contracts - Merger Implementation Agreement."
59
Payment in connection with
Jupiters Limited Director retirement
- ------------------------- ---------------------------
Mr. Lawrence Willett AO A$517,788.70
Sir Francis Moore AO A$238,461.64
Mr. John Story A$248,461.64
Mrs. Penelope Morris AM A$263,461.64
These amounts may be slightly higher if the retirement date referred to above is
delayed. The significant majority of these amounts have been accrued by Jupiters
as at June 30, 2003.
Jupiters has entered into an employment contract with its chief executive
officer, Mr. Robert Hines, which expires in July 2006. TABCORP and Mr. Hines
have agreed that Mr. Hines' employment contract will be terminated if the merger
between Jupiters and TABCORP is completed. See "Item 10 - Additional Information
- - Material Contracts - Merger Implementation Agreement." Mr. Hines will become
entitled to a payment of an amount of A$1,331,614.40, equivalent to 12 months'
salary and 12 months' maximum bonus in accordance with the terms of the
contract. Mr. Robert Hines will not receive any payments in connection with his
retirement as a Director.
Similarly, Breakwater Island Limited, a wholly-owned subsidiary of Jupiters,
will make the following payments to its non-executive directors in accordance
with retirement deeds between Breakwater Island Limited and each of them
(assuming a retirement date of November 10, 2003). The payments do not exceed
the amounts permitted to be paid under the Corporations Act (2001).
Payment in connection with
Breakwater Island Limited director retirement
- ---------------------------------- --------------------------
Mr. Lawrence Willett AO A$82,385.25
Sir Francis Moore AO A$60,098.63
Mr. John Story A$59,144.96
These amounts may be slightly lower if the retirement date referred to above is
delayed. These amounts have been accrued by Jupiters as at June 30, 2003.
Senior Management Remuneration
The remuneration of senior management is reviewed periodically by the
Remuneration Committee of the Board and set following consideration of the
performance of the persons concerned and advice from independent remuneration
consultants.
The incentive plan arrangements for senior management are designed to align the
executives' interests with those of the Company's shareholders and to encourage
performance at the highest levels. These arrangements are based on the
achievement of specific individual and company performance targets.
Senior management's remuneration in respect of fiscal 2003 is set out below.
Senior management comprise those individuals who are involved in, concerned
with, or take part in the strategic management of the affairs of the
Consolidated Entity. These individuals, together with the Managing Director,
comprise the Consolidated Entity's complete senior executive team.
60
Long-Term
Annual Emoluments Emoluments
------------------------------------- --------------
Other Superannuation
Salary Options Incentive Benefits Contributions Total
A$ A$ A$ A$ A$ A$
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
During the previous financial year, Jupiters granted options over unissued
ordinary shares to senior management as follows.
Number of Options
Granted Exercise Price Expiry Date
----------------- -------------- ---------------
L.M. Carsley 150,000 $ 4.54 August 30, 2011
P.C. Trathen 150,000 $ 4.54 August 30, 2011
P.B. Morgan 100,000 $ 4.54 August 30, 2011
The options were valued at A$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 A$2.07 each. Refer to Note 29 in the
accompanying financial report for details. See "Item 10 - Additional Information
- - Material Contracts - Merger Implementation Agreement."
For the purposes of valuing the remuneration of senior management, a pro rata
(one third) portion of the full options valuation determined on the initial
grant date has been allocated to fiscal 2003. This allocation has not been
expensed in the Statement of Financial Performance under Australian accounting
standards.
Executive Option Plan
The executive share option plan has been established whereby full time and
permanent part time executive employees of the consolidated entity may be issued
with options over the unissued ordinary shares of Jupiters Limited. The options
cannot be transferred and are not quoted on the Australian Stock Exchange
Limited. The percentage of options that 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 Australian Stock
Exchange Limited listed industrial companies nearest in size to Jupiters (25 on
either side) in terms of market capitalization of ordinary shares, excluding
companies whose sole activity or business is that of funds management,
investment, trusteeship or internet business. After three years has 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
61
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. At the end of the
three-year performance period, on option holder may elect to extend the
performance period to four years and may make a further election for an
additional year at the end of the four-year performance period. It is not
possible to revert to an earlier, more favorable outcome, after such an election
is made. Options may be exercised early in the event of a takeover or cessation
of employment in certain circumstances (e.g. retirement or redundancy). Unless
determined otherwise by the Remuneration Committee, the exercise price will be
the weighted average sale price at which Jupiters' shares were sold on the
Australian Stock Exchange Limited during the five business days prior to the
date the options are offered.
C. BOARD PRACTICES
Term of Office
The Managing Director is appointed by the other members of the Board. Directors,
other than the Managing Director, cannot retain office for more than three years
without being re-elected by the shareholders. At each annual general meeting, at
least one-third of such directors must retire and may be submitted for
re-election. If the merger between Jupiters and TABCORP completes as
anticipated, all current Directors of Jupiters are expected to retire in the
first half of November 2003. See "Item 10 - Additional Information - Material
Contracts - Merger Implementation Agreement."
Retirement Benefits
The Company has entered into retirement deeds with Messrs. Willett, Moore, Story
and Ms. Morris for the provision of retirement benefits on their respective
retirements. The benefits equate to the aggregate of directors' fees paid to
them respectively for the three-year period immediately preceding their
respective retirements. These benefits are within the limits permitted by the
Australian Corporations Act 2001 and do not require the specific approval of the
Company's shareholders. There are no other service contracts in place that
provide for benefits upon termination of employment of directors or senior
management.
Audit Committee and Remuneration Committees
Jupiters has an Audit Committee of the Board comprised of J.D. Story (Chairman),
L.J. Willett, P. Morris and Sir Frank Moore, all of whom are non-executive
directors. The Audit Committee meets as required, but no less than twice every
year. It examines Jupiters' financial reports, in the course of which it meets
with the external auditors both in the presence of, as well as without, the
Managing Director and Company executives. The Audit Committee has an
unrestricted charter to examine all financial aspects of Jupiters' activities,
to call before it any employee of Jupiters it considers appropriate and to seek
professional advice on any issue it considers necessary.
The Audit Committee is responsible for making recommendations to the Board in
relation to the appointment of external auditors and for evaluating the
effectiveness of the external audit.
In addition, the Audit Committee is responsible for: (1) evaluating the
effectiveness and adequacy of Jupiters' administrative, operating and accounting
policies; (2) evaluating the adequacy of Jupiters' accounting control systems;
and (3) reviewing financial reports prior to their release.
The remuneration of the Managing Director and other senior executives of
Jupiters (other than those supervised by BI Gaming under the management
agreements) is reviewed periodically by the Remuneration Committee and set
following consideration by the Board of the performance of the persons
62
concerned and advice from remuneration consultants. The Remuneration Committee
also considers and approves incentive plans, share plans and directors' fees in
conjunction with remuneration consultants. The Remuneration Committee comprises
L.J. Willett (Chairman), P. Morris and J.D. Story, all of whom are non-executive
directors
The compensation of senior executives of Jupiters whose performance is
supervised by BI Gaming under the management agreements is set by BI Gaming.
D. EMPLOYEES
The total number of full time equivalent employees of the Company as of June 30,
2001, 2002 and 2003 was approximately 4,154, 4,164, and 4,235 respectively. More
than 3,254 full time equivalents in each of these years worked at Conrad
Jupiters and Conrad Treasury. Approximately 316 full time equivalents worked at
Jupiters Townsville in each of these years. All other employees work in the
Company's non-hotel/casino operations.
BI Gaming is responsible for hiring, discharging, promoting and supervising the
executive staff and employees at Conrad Jupiters and Conrad Treasury. Personnel
employed in the casino areas are required to be approved by and hold a license
from the Queensland Government.
The Australian legal framework provides clearly defined minimum terms and
conditions for a majority of employees. These minimum terms and conditions are
known as awards. In addition, the Australian legal framework provides a method
for modification of these terms and conditions to suit specific operational
requirements. The modifications of awards are known as certified agreements.
Jupiters' approximate 3,593 non-executive hotel/casino employees are covered by
either an award or by a certified agreement or by both.
Most awards address who is covered by the award, rates of pay, hours of work,
allowances, various leave entitlements, overtime conditions, shift work, penalty
payments and termination/redundancy.
With respect to Conrad Treasury, Jupiters has utilized the legal framework to
establish a certified agreement, which is renegotiated at three-year intervals.
That agreement applies to approximately 1,419 individual employees as of June
30, 2003. Conrad Jupiters also has a separate certified agreement, which applies
to all employees other than those employed under an award, and management and
executive personnel. As at June 30, 2003, the agreement applied to approximately
1,718 employees. This agreement commenced in January 2002 and concludes in July
2004.
A certified agreement is also in place at Jupiters Townsville. The agreement was
renegotiated by Jupiters Townsville management and commenced in March 2003. The
agreement is in place for a period of two years, and applies to approximately
400 employees, as at June 30, 2003. The agreement does not apply to management
or executive personnel.
See "Item 3 - Key Information - Risk Factors - Future changes to labor laws or
Jupiters' inability to negotiate acceptable labor agreements could adversely
affect its business."
63
E. SHARE OWNERSHIP
As of September 15, 2003, directors and senior management held the following
number of ordinary shares:
Ordinary Shares Reset Preference Shares
--------------- -----------------------
L.J. Willett 10,163 Nil
R.A. Hines 30,125 30
Sir F. Moore 41,868 500
J.D. Story 32,500 Nil
L.M. Carsley 10,000 100
P.C. Trathen 367 100
P.B. Morgan 17,000 Nil
As of September 15, 2003 no director or senior manager held more than 1% of the
Company's outstanding ordinary shares. Jupiters had 201,784,202 ordinary shares
and 1,901,735 reset preference shares on issue as of September 30, 2003.
Options over the unissued ordinary shares of the Company have been issued to the
Managing Director and senior management. See "Item 6 - Directors, Senior
Management and Employees - Compensation."
Differing numbers of options subject to similar terms and conditions as
described above have been offered to certain other employees of the Company.
The Company has also established an employee share plan whereby shares may be
purchased on behalf of employees, on market, through payroll deductions. There
is no cost to Jupiters in providing this share plan other than modest
administration costs. Following the processing of contributions in relation to
shares purchased during fiscal 2003, no further contributions to the share plan
are expected to be made by employees.
64
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
Jupiters Limited's ordinary shares are quoted on the Australian Stock Exchange
Limited. The following table sets out details, as of September 15, 2003, of
entities beneficially holding more than five percent of the ordinary shares of
Jupiters Limited. Except under limited circumstances, holders of reset
preference shares have no voting rights.
- -----------------------------------------------------------------------
TITLE OF CLASS IDENTITY OF SHAREHOLDER SHARES HELD PERCENT OF CLASS
- -----------------------------------------------------------------------
Ordinary shares CSS/PSS Pty Ltd 19,107,255 9.5%
- -----------------------------------------------------------------------
Ordinary shares UBS Nominees Pty Ltd 10,479,681 5.2%
- -----------------------------------------------------------------------
The following substantial shareholders have been reported in the Company's
Australian Annual Reports over the past three years.
- ------------------------------------------------------------------------------------------
AMOUNT OWNED AMOUNT OWNED AMOUNT OWNED
IDENTITY OF SHAREHOLDER SEPTEMBER 19, 2001 SEPTEMBER 19, 2002 SEPTEMBER 15, 2003
- ------------------------------------------------------------------------------------------
BI Gaming Corporation 48,023,400 (19.9%) 0 (0.0%) 0 (0.0%)
- ------------------------------------------------------------------------------------------
CSS/PSS Pty Ltd 34,905,588 (14.5%) 19,107,255 (9.5%) 19,107,255 (9.5%)
- ------------------------------------------------------------------------------------------
UBS Nominees Pty Ltd n/a n/a 10,479,681 (5.2)
- ------------------------------------------------------------------------------------------
AMP Limited Less than 5% 14,625,863 (7.3%) Less than 5%
- ------------------------------------------------------------------------------------------
ING Australia Limited Less than 5% 12,254,734 (6.1%) Less than 5%
- ------------------------------------------------------------------------------------------
Commonwealth Bank of Australia Less than 5% 10,442,102 (5.2%) Less than 5%
Limited
- ------------------------------------------------------------------------------------------
Australia and New Zealand Less than 5% 10,199,492 (5.1%) Less than 5%
Banking Group Limited
- ------------------------------------------------------------------------------------------
Perpetual Trustees Australia 24,043,343 (9.9%) Less than 5% Less than 5%
Limited
- ------------------------------------------------------------------------------------------
All of the holders of the Company's ordinary shares, including the major
shareholders, have the same voting rights.
The number of ordinary shares on issue at September 15, 2003 was 201,784,202 and
these were held by 30,055 shareholders. As at September 15, 2003, 40 U.S.
resident shareholders held less than 1% of the total number of the Company's
ordinary shares on issue.
To best of the Company's knowledge and belief, Jupiters is not directly or
indirectly owned or controlled by another corporation(s) or by any foreign
government. Jupiters Limited is the ultimate controlling entity of the economic
entity comprising Jupiters Limited and its subsidiaries.
On June 12, 2003, Jupiters entered into a merger implementation agreement with
TABCORP. The agreement establishes the framework for the merger of Jupiters and
TABCORP. In the event that the merger of Jupiters and TABCORP becomes effective,
Jupiters will become a subsidiary of TABCORP. It is anticipated that, subject to
shareholder, court and regulatory approvals, the merger will take effect in
mid-November 2003. See "Item 10 - Additional Information - Material Contracts -
Merger Implementation Agreement."
B. RELATED PARTY TRANSACTIONS
The names of the Directors of Jupiters Limited holding office during fiscal 2003
were:
Mr. L.J. Willett, AO - Chairman
Mr. R.A. Hines - Managing Director
Sir F. Moore, AO - Director
65
Ms. P. Morris, AM - Director
Mr. J.D. Story - Director
Mr. J.D. Story is a partner of Corrs Chambers Westgarth, the Company's
solicitors. During the year amounts were paid and are payable to Corrs Chambers
Westgarth, representing legal fees incurred on a normal commercial basis. Total
fees paid and payable to Corrs Chambers Westgarth amounted to A$3,311,040
(fiscal 2002: A$2,525,312). Of this amount A$502,871 (2002: A$132,435) was owing
at June 30, 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 A$10,000 at the earliest of the completion of
the sale or December 19, 2003. See "Item 4 - Information on the Company -
History and Development of the Company - Recent Developments - Disposal of the
Centrebet Sports Betting Business."
Ms. P. Morris is Chairman of the committee established to oversee due diligence
in respect of the merger with TABCORP. Ms. Morris will receive A$25,000 at the
earliest of the completion of the merger or December 19, 2003.
The Company entered into the following transactions during fiscal 2003 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.
An A$20 million loan advanced by Jupiters Limited to a subsidiary, Jupiters
Gaming Pty Ltd, 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.
See also "Item 17 Financial Statements - Note 23 Related Parties."
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
66
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
Refer to Item 17 for Jupiters' consolidated financial statements and the
independent auditor's report prepared by Ernst & Young.
Legal Proceedings
Jupiters is not presently engaged in any legal proceedings that are likely to
have any significant effects on the Company's financial position or
profitability.
Dividend Policy
The Board of Jupiters Limited will declare dividends on ordinary shares which
fall into a dividend payout ratio range of 60% to 70% based on annual earnings
adjusted for deviations away from the theoretical win rates on commission
business. The ratio will be measured as the cash amount of the dividends
compared to Jupiters net profit after tax for the full year. The level of
dividends declared would be subject to other considerations including market
trends, franking credits, cash availability and financial covenants including
the impact of major projects which may temporarily reduce the payment ratio
below this range.
B. SIGNIFICANT CHANGES
Except as otherwise disclosed in this Annual Report, there has been no
significant change in the financial position of the Company since June 30, 2003.
67
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
Not applicable.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Not applicable.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSE OF THE ISSUE
Not applicable.
68
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company's objects and purposes are unlimited. Under Australian law, there is
no requirement to set out a Company's objects and purposes in its Constitution
(Memorandum and Articles of Association.)
There are no provisions in the Company's Constitution concerning a Director's
power to vote on a proposal, arrangement or contract in which the Director is
materially interested.
The remuneration paid to Directors is at the rate per annum fixed by the Company
in general meeting. Where a Director is called upon to perform extra services or
to make any special exertions in going or residing abroad or otherwise for the
Company, the Company may remunerate the Directors by payment of a fixed sum
determined by the Directors and that remuneration may be paid in addition to the
Director's share in the remuneration voted upon in general meeting. A Director
is also entitled to be reimbursed such reasonable travelling, accommodation and
other expenses as may be incurred when travelling to or from meetings of the
Directors or a committee or when otherwise engaged on the business of the
Company.
The Directors may exercise all powers of the Company to borrow or raise or
secure the payment or repayment or any such sum or sums of money, to charge,
mortgage or otherwise encumber any or all of the undertakings, property, assets
or business of the Company (both present or future whatsoever and wheresoever
situate) or all or any of its uncalled capital and to issue notes, bonds,
debentures or any other securities whatsoever or give any other security or
guarantee for any debt, liability or obligation of the Company or for any other
person, in each case in such manner and on such terms and conditions as the
Directors in their absolute discretion think fit. The Directors cannot mortgage,
charge or encumber its casino licenses, or the hotel/casino complex to which the
casino license relates or the rights and benefits under the Brisbane Casino
Agreement or Jupiters Casino Agreement without the prior consent of the Minister
charged with administering the Queensland Casino Control Act ("Minister") and
then only to a person approved by the Minister. These powers can only be varied
by special resolution of the Company in general meeting and with the Minister's
consent.
There are no provisions in the Company's Constitution concerning retirement or
non-retirement of Directors under an age limit requirement.
There are no provisions in the Company's Constitution concerning the number of
shares required for Director's qualification.
Jupiters has issued fully paid ordinary shares and reset preference shares
("RPS"). In connection with the buy-back of the Company's shares and issue of
RPS, the Constitution was amended in April 2002.
The Constitution now imposes the following restrictions on shareholders:
- - no person may control more than 5% of the voting power in Jupiters
except with the prior approval in writing of the Minister;
- - no person may control more than 10% of the voting power in Jupiters
unless:
- they control more than 90% of the voting power in Jupiters;
69
- within three months of the date upon which they control 90% of
the voting power, they have a relevant interest in 100% of the
total number of issued shares and the Company's securities
convertible into voting shares; and
- they have the approval of Queensland's Governor-in-Council to the
acquisition of the aforementioned interests.
The Constitution also provides that no person, other than an approved holder,
shall control more than 5% of the total number of shares in any class of
non-voting shares except with the prior approval of the Minister. Only large
institutional investors are likely to satisfy the definition of an approved
holder.
CSS/PSS Pty Ltd is allowed to hold in excess of these limits, but once it sells
shares, it is not entitled to acquire further shares in excess of these limits.
The Constitution allows the Directors of Jupiters to:
- - sell those shares as may be necessary to give effect to the
restrictions referred to above;
- - refuse to register a transfer of shares, which Jupiters is aware will
result in a breach of the restrictions referred to above.
The Constitution contains provisions whereby the Directors can require a
shareholder to divest itself of shares in the event that the Minister or
Queensland's Governor-in-Council so directs ("Divestment Power"). If the
shareholder does not divest itself of the shares, the Directors can sell the
shares on behalf of the shareholder.
Directors appointed by the other Directors shall hold office only until the next
following general meeting and shall then be eligible for re-election. All
Directors, other than the managing Director, are not entitled to retain office
for more than three calendar years or beyond the third annual general meeting
following the Director's election (whichever is the longer period) without being
submitted for re-election. At the annual general meeting in each year, one-third
of the Directors in office (other than the managing Director) or if their number
is not a multiple of three, the number nearest to but not less than one-third,
shall retire from office. The Directors to retire by rotation at each annual
general meeting are those who have been longest in office and the length of time
a Director has been in office shall by computed from the Director's last
election. No person can be appointed as a Director without the prior approval of
the Minister.
All ordinary shares are declared and paid dividends according to the amounts
paid on the shares in respect of which the dividend is paid. Dividends may only
be paid out of profits. Dividends are paid on the RPS at 8.15% per annum, in
accordance with their terms of issue. The coupon is cumulative and ranks senior
to the payment of ordinary dividends.
Each person present as a holder of ordinary shares or proxy, attorney or
representative of a holder of ordinary shares has one vote and on a poll each
holder of ordinary shares present in person or by proxy, attorney or
representative has one vote for every fully paid ordinary share held and in
respect of each party paid share held, a fraction of a vote equivalent to the
proportion which the amount paid (not credited) is of the total amounts paid an
payable (excluding amounts credited). Amounts paid in advance of a call are
ignored when calculating the proportion.
Holders of RPS have no voting rights other than in the following limited
circumstances, when each RPS will carry the same voting rights as one ordinary
share:
70
- if there are dividends outstanding on the RPS;
- on a proposal that affects the rights attaching to the RPS;
- during the winding up of the Company;
- on a proposal to:
- reduce share capital;
- wind up the Company;
- buy back shares; or
- dispose of the whole of the Company's property, business and
undertaking; and
- as otherwise required by ASX Listing Rules.
If the Directors have exercised their Divestment Power, upon the issue of a
notice of divestment, rights to vote on the shares subject to the divestment
notice are suspended until the shares have been disposed of. If on receipt of a
divestment notice the holder of the shares transfers the same to a trustee
approved of by the Minister, any rights to vote may be exercised by the trustee.
A member is not entitled to vote at a general meeting in respect of particular
shares held where:
- calls due and payable on those shares have not been paid; or
- the person became the holder of those shares after the time
determined under the Corporations Act as the "specified time"
for deciding who held shares for the purposes of the general
meeting.
On a winding up, RPS will rank in priority to ordinary shares but rank after the
claims of all other creditors. After payment of the amount owed to holders of
RPS, if the assets available for distribution among the holders of ordinary
shares are insufficient to repay the whole of the paid up capital, such assets
will be distributed so that as nearly as may be the losses are borne by the
holders of ordinary shares in proportion to the capital paid up or which ought
to have been paid up at the commencement of the winding up on the ordinary
shares held by them respectively. If on a winding up the assets available for
distribution among the holders of ordinary shares are more than sufficient to
repay the whole of the capital paid up at the commencement of the winding up,
the excess will be distributed among the ordinary shareholders in proportion to
the capital at the commencement of the winding up, paid up or which ought to
have been paid up on the shares held by them. Holders of RPS will not
participate in the surplus assets or profits of Jupiters on a winding up.
The rights attached to shares of a class may be modified, abrogated or altered
in any way or preference capital repaid with the approval of a special
resolution of the holders of the issued shares of that class at a separate
meeting of the holders of shares of that class convened for the purpose.
A Director may convene a meeting or the Company. The Directors of a Company must
call and arrange to hold a general meeting on the request of:
- members with at least 5% of the votes that may be cast at the
general meeting; or
- at least 100 members who are entitled to vote at the general
meeting.
Members with a least 5% of the votes that may be cast at a general meeting may
call and arrange to hold a general meeting. The members calling the meeting must
pay the expenses of calling and holding the meeting. A Court may order a meeting
to be called if it is impracticable to call the meeting in any other way.
Limitations on the rights to own securities are described above.
71
Any Constitutional matters are referred to above that would have an effect of
delaying, deferring or preventing a change in control of the company and that
would operate only with respect to a merger, acquisition or corporate
restructure involving the company.
There are no provisions in the Company's Constitution concerning the ownership
threshold above which shareholder ownership must be disclosed, however, there
are restrictions contained in the Corporations Act.
The Directors are only entitled to issue voting shares with the prior approval
of the Queensland Governor-in-Council except in the case of a pro-rata offer of
shares to existing holders of shares of a class which is already on issue by the
Company or an issue of voting shares pursuant to the terms of any non-voting or
convertible securities the prior issue of which has been approved by the
Minister. The Directors are only entitled to issue non-voting shares or
securities convertible into voting shares if the issue has been approved by the
Minister.
Other Terms and Conditions of RPS
Each RPS has a face value of A$100 and is fully paid and non-assessable.
Specified terms of the RPS, including the dividend rate, can be reset by
Jupiters on or after April 9, 2007.
Holders of RPS have the ability to request conversion of their RPS to ordinary
shares in Jupiters at any time and on such a request Jupiters may (1) convert
the reset preference shares to ordinary shares in accordance with the applicable
conversion ratio, (2) repurchase them itself or (3) arrange for a third party to
purchase them. Furthermore, Jupiters has the right to repurchase some or all of
the reset preference shares on April 9, 2007 and at any time if the coupon
ceases to be tax deductible. Jupiters may also convert the reset preference
shares into ordinary shares if the coupon ceases to be tax deductible.
The RPS mature on April 6, 2012, at which time outstanding RPS will be
repurchased by Jupiters for A$100 plus any outstanding dividends.
C. MATERIAL CONTRACTS
Management Agreements
BI Gaming, a wholly owned subsidiary of Park Place, operates Conrad Jupiters and
Conrad Treasury under separate management agreements that expire in April 2010.
The terms and fee arrangements of the two agreements are substantially similar.
Under the management agreements, Jupiters has granted to BI Gaming the sole and
exclusive right to supervise and direct the management and operation of Conrad
Jupiters and Conrad Treasury, including:
- maintaining internal controls, administrative and accounting
procedures; and
- maintaining compliance with Queensland's Casino Control Act and
the agreements between Jupiters and the Queensland Government
regarding the casino licenses for Conrad Jupiters and Conrad
Treasury.
In addition, the management agreements require BI Gaming and Jupiters to concur
on numerous matters, including (1) the maintenance of bank accounts and (2) the
preparation of profit forecasts and capital and equipment budgets.
72
Under the management agreements, BI Gaming makes Hilton's reservations and
credit card services (as well as other standard hotel services provided to other
non-U.S. Conrad hotels) available to Jupiters. Under a separate agreement,
Hilton Hospitality, Inc., a Hilton affiliate, has licensed the use of the names
"Conrad" and "Conrad Hotels" to Jupiters for use in Conrad Treasury. The
management agreement for Conrad Jupiters permits the use of the Conrad logos in
relation to the Conrad Jupiters property.
Jupiters pays BI Gaming a management fee based on gross revenues and total
income before fixed charges with respect to each of the properties. The
management fee is subject to adjustment and deferral in years in which total
income before fixed charges falls below certain levels. The management
agreements also entitle BI Gaming to reimbursement of certain costs and
expenses. Management fees are payable monthly. See "Item 17 - Financial
Statements - Note 7 - Remuneration of Auditors and Operator."
In addition, BI Gaming and its affiliates advertise and promote non-U.S. Conrad
hotels for a fee. Jupiters reimburses BI Gaming for the salaries and expenses of
the four BI Gaming executives who provide services to Jupiters under the
management agreements.
The management agreements contain provisions for termination in the event of the
occurrence of specified events, including breach of a material covenant and
insolvency on the part of either party and termination of the relevant casino
license. In addition, BI Gaming may terminate the management agreements in the
event of (1) the suspension, cancellation or material limitation of BI Gaming's
right to transfer funds out of Australia, or (2) the occurrence of any legal
requirements compliance with which would cause BI Gaming or any of its
affiliates to be in violation of U.S. laws.
BI Gaming has the right to terminate the management agreements if any required
license for the sale of alcoholic beverages or casino gaming is at any time
denied, suspended or terminated and such denial, suspension or termination shall
continue unremedied for a period of 60 days. The management agreements provide
for the curing of specified defaults.
BI Gaming also has the right to terminate the management agreements if the
gaming authorities in Nevada or any other jurisdiction in which BI Gaming or any
of its affiliates holds a gaming license issues a formal notice, order or
direction that any such license shall be in jeopardy of being revoked, denied or
suspended due to any aspect of BI Gaming's role as manager under the relevant
management agreement.
BI Gaming cannot assign the management agreements without the prior written
consent of Jupiters. The management agreements deem the disposition by Park
Place of its controlling interest in BI Gaming, other than to an affiliate of
Park Place, to be a prohibited assignment requiring the prior written consent of
Jupiters. Any assignment would require regulatory consent under Queensland's
Casino Control Act.
Park Place guarantees the due performance by BI Gaming of the covenants,
conditions, agreements and obligations contained or implied in the management
agreements.
Jupiters Casino Agreement
Jupiters has entered into a casino agreement with the Queensland Government with
respect to Conrad Jupiters. The agreement regulates the holding of the casino
license for Conrad Jupiters and certain matters concerning the corporate
structure of Jupiters.
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The agreement requires Jupiters to:
- - provide copies of its financial accounts to the Government on a
half-yearly basis;
- - obtain the prior approval of the Government to:
(1) appoint a director;
(2) enter into any loan agreement;
(3) issue any voting shares, non-voting shares or securities
convertible into voting shares except in certain limited
circumstances;
(4) transfer units in Jupiters Trust;
(5) alter Jupiters' Constitution, which is its charter;
(6) appoint independent auditors; and
(7) hold shares otherwise than in accordance with the Constitution;
- - provide or obtain information concerning shareholders as required by
the Government; and
- - enforce the disposal of shares in accordance with the Constitution and
the vacation of office of any directors in accordance with any
direction by the Government.
In connection with the buy-back of the Company's shares and issue of reset
preference shares in April 2002, the Jupiters Casino Agreement was amended by
the Jupiters Casino Agreement Amendment Deed, which was executed by the Company
and the State of Queensland in April 2002.
The Amendment Deed achieved a number of outcomes including:
- - removing the requirement that the Company have foundation shareholders,
the shareholding restrictions applying to the existing foundation
shareholders and other provisions relating to the foundation
shareholders;
- - inserting a requirement that the Company ensure that no person control
more than 10% of the voting power in Jupiters unless:
- they control more than 90% of the voting power in Jupiters;
- within three months of the date upon which they control 90% of
the voting power in Jupiters, they have a relevant interest in
100% of the total number of issued shares and all the Company's
securities convertible into voting shares; and
- they have the approval of Queensland's Governor-in-Council to the
acquisition of the aforementioned interests; and
- - removing the restrictions limiting the total number of shares that may
be controlled by foreign persons (which duplicated similar restrictions
contained in the Foreign Acquisitions and Takeovers Act 1975 (Cth)).
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Brisbane Casino Agreement
Jupiters has entered into a casino agreement with the Queensland Government with
respect to Conrad Treasury. The agreement regulates the holding of the casino
license for Conrad Treasury and certain matters concerning the corporate
structure of Jupiters. The agreement's provisions are substantially similar to
the Jupiters Casino Agreement. In connection with the buy-back of the Company's
shares and issue of reset preference shares in April 2002, the Brisbane Casino
Agreement was amended by Brisbane Casino Agreement Amendment Deed, which was
executed by the Company and the State of Queensland in April 2002.
The amendments made to the Brisbane Casino Agreement were in all material
respects the same as those made to the Jupiters Casino Agreement at the same
time. These amendments are discussed above.
The Government has agreed that no other person may conduct or play in a casino
any of the casino games listed in the Jupiters Casino Agreement for a distance
of 37 miles, from Conrad Treasury for a period of ten years from the date on
which Jupiters opened Conrad Treasury for operation. This exclusivity
arrangement expires in April 2005.
Foundation Agreement Termination Deed
Jupiters was a party to a foundation agreement with two significant
shareholders, BI Gaming and CSS/PSS Pty Ltd pursuant to which BI Gaming and
CSS/PSS Pty Ltd assumed various rights (including the right to appoint directors
on certain conditions) and obligations (including restrictions on their capacity
to alter their shareholding). In connection with the buy-back of the Company's
shares and the issue of RPS, and the amendment of the Jupiters Casino Agreement
and Brisbane Casino Agreement (see above), the Foundation Agreement was
terminated pursuant to the Foundation Agreement Termination Deed, which was
executed on 5 April 2002.
Gold Coast Convention & Exhibition Centre Development Agreement
The above-referenced agreement is dated December 20, 2000 and is between
Jupiters Limited and the State of Queensland. The agreement covers the
development of a project that is defined to include:
- - the works associated with the Gold Coast Convention & Exhibition
Centre; and
- - the A$84 million remodeling of Conrad Jupiters.
The works associated with the convention and exhibition center comprise the
following activities:
- - The realignment of Tallebudgera Creek to create the land for the
convention and exhibition center.
- - The construction the convention and exhibition center, which will be a
five level building comprising:
- a convention and entertainment arena and exhibition hall
capable of accommodating 6,000 patrons in various entertainment
and sports modes and 2,000 delegates in convention mode; and
- 1,400 covered on-site carparking spaces.
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- - The relocation of the existing Broadbeach Senior Centre from a site
fronting the Gold Coast Highway to part of the vacant Jupiters land.
- - The relocation of the existing boat ramp situated on the road reserve
of TE Peters Drive to part of the vacant Jupiters land.
The date of practical completion for the construction of the convention and
exhibition center has been provisionally determined as August 2004.
The remodeling of Conrad Jupiters involves the following activities:
- - works to Club Conrad, the reconfiguration of the keno lounge, atrium
and casino extensions to Conrad Jupiters;
- - works to the carpark, pedestrian bridge, monorail and alterations to
back of house areas of Conrad Jupiters; and
- - the realignment of Tallebudgera Creek to create the land for the
extension of Jupiters Island on which Conrad Jupiters is located.
Gold Coast Convention & Exhibition Centre Construction Contract
The above referenced agreement is dated February 8, 2002 and is between Jupiters
Limited and Multiplex Constructions Pty Ltd. Multiplex Constructions Pty Ltd is
to undertake construction of the works that Jupiters has undertaken to the State
to perform under the terms of the Gold Coast Convention & Exhibition Centre
Development Agreement referred to above.
The date for completion under the Construction Contract is February 2004, and is
capable of extension under limited circumstances. Jupiters is obliged to pay
Multiplex Constructions Pty Ltd the actual cost of agreed subcontract work
together with a fee for management of the works and a fee associated with
site-related preliminary costs. The estimated amount payable under this contract
at February 8, 2002 was $A97.6 million.
Gold Coast Convention & Exhibition Centre Management Agreement
The above-referenced agreement is dated December 20, 2000 and is between
Jupiters Limited and the State of Queensland. Under the agreement, Jupiters has
been appointed as the State's exclusive agent to manage the Gold Coast
Convention & Exhibition Centre. Unless expressly provided to the contrary in the
agreement, Jupiters has exclusive control and discretion in the operation,
direction, management and supervision of the convention and exhibition center.
Jupiters has agreed to act in good faith toward the State, act honestly and
professionally and in accordance with good business practice, maintain and
enhance the goodwill of the convention and exhibition center and operate the
convention and exhibition center with the intention of achieving the optimum
return to the State from the convention and exhibition center.
The agreement is for 10 years with an option for Jupiters to extend the term for
a further 10-year period.
The State is obliged to pay Jupiters a management fee comprised of a base
management fee (a percentage of revenue) and a performance management fee (a
percentage of profit).
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Executive Option Plan
For a summary of Jupiters' Executive Option Plan, see "Item 6 - Directors,
Senior Management and Employees - Compensation - Executive Option Plan."
Multi-Option Syndicated Revolving Facility Agreement
On April 26, 2001, the Company entered into a multi-option syndicated revolving
facility agreement (the "Syndicated Facility Agreement").
The Syndicated Facility Agreement is between the Company as borrower, certain of
its subsidiaries as guarantors, ANZ, Bank of Western Australia Limited, BOS
International (Australia) Limited and Westpac Banking Corporation as lenders and
ANZ as agent.
The principal amount available to the Company under the Syndicated Facility
Agreement is A$150 million and is available for the general corporate purposes
of the Company and its subsidiaries. The facility was drawn to A$45 million at
the date of this report. The Syndicated Facility Agreement expires in April
2004.
The facility provided under the Syndicated Facility Agreement is available by
way of cash advances or bills. Interest on cash advances is payable at BBSY at
the relevant time plus a margin which varies depending on the level of certain
financial ratios. Bills are discounted by the lenders at prevailing market rates
by reference to BBSY.
The Syndicated Facility Agreement contains representations and warranties,
undertakings and events of default that are customary for a facility of this
nature. In addition, the Company must comply with interest cover and gearing
financial ratios.
Merger Implementation Agreement
On June 12, 2003, Jupiters entered into a merger implementation agreement with
TABCORP Holdings Limited.
The MIA establishes the framework for Jupiters and TABCORP to pursue the merger
of Jupiters and TABCORP ("Merger") by means of a scheme of arrangement under
Part 5.1 of the Australian Corporations Act 2001 ("Corporations Act") involving
Jupiters and its ordinary shareholders pursuant to which a wholly owned
subsidiary of TABCORP will acquire all of the ordinary shares in Jupiters.
The MIA provides that Jupiters will also propose a scheme of arrangement under
Part 5.1 of the Corporations Act involving Jupiters and its reset preference
shareholders pursuant to which a wholly owned subsidiary of TABCORP will acquire
all of the reset preference shares in Jupiters.
Each of Jupiters and TABCORP has, subject to satisfaction of certain conditions,
agreed to do all things within its power as may be necessary or desirable for
the implementation of the Merger.
Implementation of the Merger is subject to approval of Jupiters ordinary
shareholders and in this regard, a meeting of Jupiters ordinary shareholders has
been convened by the Supreme Court of Queensland. It is also conditional on,
amongst other things, various regulatory approvals being granted and approval of
the Supreme Court of Queensland.
If the Merger is implemented, Jupiters will pay a special dividend of A$0.75 per
Jupiters ordinary share.
77
In addition, if the Merger is implemented, all the ordinary shares in Jupiters
will be transferred to a subsidiary of TABCORP that will pay cash to Jupiters
ordinary shareholders and TABCORP will issue TABCORP shares to Jupiters ordinary
shareholders. For every 100 Jupiters ordinary shares owned at the record date
for the implementation of the Merger, Jupiters ordinary shareholders are
entitled to receive from TABCORP (subject to the effects of rounding):
- - A$285 in cash; and
- - 24 TABCORP shares.
Jupiters ordinary shareholders can elect to maximize the cash portion of their
consideration or alternatively to maximize the share portion of their
consideration. Each of the maximum cash and maximum share portions are subject
to a cap, depending on options selected by shareholders.
In addition to the proposed Merger, Jupiters is in the process of selling the
Centrebet business. Pursuant to the MIA, if the sale of Centrebet is completed
prior to October 31, 2003 and the Merger is implemented, Jupiters will
distribute an amount equal to the net proceeds from the sale to Jupiters
ordinary shareholders by way of a further special dividend. If the sale of
Centrebet is not completed by October 31, 2003, Jupiters will terminate the
agreement for the sale of Centrebet (unless TABCORP agrees otherwise).
In the event that the Merger becomes effective, Jupiters will become a
subsidiary of TABCORP. If the Merger has not become effective by December 19,
2003 or such later date as Jupiters and TABCORP may agree, either party may
terminate the MIA.
D. EXCHANGE CONTROLS
The Australian government does not have any foreign exchange controls or
restrictions affecting the payment of interest or other amounts to U.S. resident
holders of our securities.
E. TAXATION
U.S. Federal Income Taxation
YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE AND LOCAL
TAX CONSEQUENCES ASSOCIATED WITH THE OWNERSHIP AND DISPOSITION OF THE NOTES IN
YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE CONSEQUENCES OF YOUR STATUS AS AN
"ELIGIBLE U.S. HOLDER," AS THAT TERM IS DEFINED BELOW, AND THE EFFECT OF FAILING
TO QUALIFY AS AN ELIGIBLE U.S. HOLDER.
Jupiters assumes no responsibility or liability for the reimbursement to holders
of any amount that Jupiters might withhold on payments of interest or principal
in accordance with applicable tax laws.
For purposes of this discussion, a "U.S. Holder" is a beneficial owner of a note
that is, for U.S. federal income tax purposes:
(1) an individual who is a citizen or resident of the United States
for tax purposes;
(2) a corporation or other entity taxable as a corporation created in
or organized under the laws of the United States, any of its
states or the District of Columbia;
78
(3) an estate the income of which is subject to U.S. federal income
taxation regardless of its source; and
(4) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust or that has a valid election
in effect under applicable U.S. Treasury Regulations to be
treated as a U.S. person.
An "Eligible U.S. Holder" is a U.S. Holder that:
(1) is a resident of the United States and is not a resident of
Australia for purposes of the existing income tax treaty between
the United States and Australia (the "Treaty");
(2) does not maintain a permanent establishment or fixed base in
Australia to which notes are attributable and through which the
beneficial owner carries on or has carried on business, or, in
the case of an individual, through which the individual performs
or has performed independent personal services; and
(3) who is not otherwise ineligible for benefits under the Treaty
with respect to income and gains derived in connection with the
notes.
A "Non-U.S. Holder" is any holder that is a beneficial owner of notes and that
is not a U.S. Holder.
The following is a general summary of certain material U.S. federal income tax
consequences of the ownership and disposition of notes by an investor that holds
the notes as capital assets. This description is based on the U.S. Internal
Revenue Code of 1986, as amended, administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations promulgated under the
Internal Revenue Code. Changes to the Internal Revenue Code, administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations subsequent to the date of this summary may affect the tax
consequences described in this summary, possibly with retroactive effect.
Jupiters has not requested, and will not request, a ruling from the U.S.
Internal Revenue Service with respect to any of the U.S. federal income tax
consequences described below, and as a result there can be no assurance that the
IRS will agree with the conclusions set forth in this description.
Although this summary addresses certain material tax consequences, it does not
purport to address all of the tax consequences that may be relevant to a holder
in light of its particular circumstances or to holders subject to special
treatment under U.S. federal income tax laws, such as certain financial
institutions, tax-exempt organizations, insurance companies, holders subject to
the alternative minimum tax, S corporations, dealers in securities or foreign
currencies, and persons whose functional currency, as defined in the Internal
Revenue Code, is not the U.S. dollar. In addition, this summary does not discuss
notes held as part of a hedge or straddle, conversion or constructive sale
transaction or other integrated investments. This summary also does not discuss
any tax consequences under U.S. state, U.S. local or non-U.S. tax laws.
79
Taxation of Interest
U.S. Holders. Interest paid on a note to a U.S. Holder will generally be taxable
to the holder as ordinary interest income at the time it accrues or is received
in accordance with the U.S. Holder's method of accounting for U.S. federal
income tax purposes. In the event that Australia or any other jurisdiction
imposes withholding taxes on payments on the notes and Jupiters accordingly is
required to pay additional taxes, U.S. Holders of notes will be treated as: (1)
actually receiving any amount withheld by Jupiters from a payment with respect
to a note; and (2) having paid over the amount to the relevant taxing
authorities. As a result, the amount includible in the income of a U.S. Holder
may be greater than the cash amount actually received by the U.S. Holder from
Jupiters in respect of the payment.
Subject to limitations, a U.S. Holder may generally credit against, or deduct
for purposes of computing, its U.S. federal income tax liability, the Australian
and other jurisdiction taxes withheld and paid over, if any, with respect to
interest paid by Jupiters to that U.S. Holder. For U.S. foreign tax credit
limitation purposes, interest income that Jupiters pays will be treated as from
sources without the United States, but generally will be treated separately,
together with other items of "passive income" or, in the case of particular
holders, "financial services income," from other foreign-source income of the
U.S. Holder.
Non-U.S. Holders. Payments of interest on a note to a Non-U.S. Holder generally
will not be subject to U.S. federal income tax or withholding unless that income
is effectively connected with the conduct of a U.S. trade or business by the
Non-U.S. Holder. Payments of interest on a note to a Non-U.S. Holder generally
will not be treated as effectively connected with a U.S. business and subject to
U.S. federal income tax, including withholding tax, unless the Non-U.S. Holder
is:
(1) a corporation that is an insurance company carrying on a U.S.
business to which the interest is attributable; or
(2) an individual or corporation that has a U.S. office or other
fixed place of business to which the interest is attributable and
the interest is either derived in the active conduct of a U.S.
banking, financing or similar business or received by a
corporation the principal business of which is trading in stock
or securities for its own account.
A Non-U.S. Holder subject to U.S. federal income tax on interest income derived
from the notes will generally be subject to U.S. income tax in the same manner
as a U.S. Holder. Effectively connected interest income of a corporate Non-U.S.
Holder, however, may also, under some circumstances, be subject to an additional
"branch profits tax" at a 30% rate or a lower rate as may be specified in an
applicable income tax treaty.
Taxation of Capital Gains
U.S. Holders. Upon a sale or other disposition of a note, a U.S. Holder will
recognize gain or loss for U.S. federal income tax purposes in an amount equal
to the difference between the amount realized upon the sale or disposition
(other than any amount attributable to accrued but unpaid interest, which will
be treated as ordinary interest income) and the U.S. Holder's tax basis in the
note (less any basis attributable to accrued but unpaid interest). The gain or
loss will be capital gain or loss and will be long-term gain or loss if the U.S.
Holder's holding period for the note exceeds one year. Capital gain of a
non-corporate U.S. holder is generally taxed at a maximum rate that is currently
15% for long-term capital gain that is recognized before January 1, 2009 and 35%
for short-term capital gain. For corporate taxpayers, both long-term and
short-term capital gain are subject to a maximum rate of 35%.Gain recognized on
the sale or disposition of a note by a U.S. Holder will generally be treated as
income from U.S. sources for U.S. foreign tax credit
80
purposes. Therefore, if the gain is subject to Australian tax, a U.S. Holder may
not be able to credit that Australian tax against its U.S. federal income tax
liability.
Non-U.S. Holders. A Non-U.S. Holder generally will not be subject to U.S.
federal income tax or withholding on any gain realized in connection with the
sale or other disposition of notes unless:
(1) the Non-U.S. Holder maintains a U.S. office or other fixed place
of business to which the gain is attributable and the gain is
effectively connected with a U.S. trade or business; or
(2) in the case of an individual Non-U.S. Holder, the individual is
present in the United States for 183 or more days in the tax year
of sale or disposition, the gain is attributable to the
individual's office or other fixed place of business in the
United States and other conditions are met.
Effectively connected gains realized by a corporate Non-U.S. Holder may also,
under some circumstances, be subject to an additional "branch profits tax" at a
30% rate or a lower rate as may be specified by an applicable income tax treaty.
Backup Withholding
Backup withholding of United States federal income tax may apply to payments
made in respect of the notes to owners who are not exempt recipients and who
fail to provide certain identifying information (such as the owner's Taxpayer
Identification Number) in the required manner. Generally, corporations, certain
other entities and non-U.S. persons are exempt recipients, provided that they
are able to certify their exempt status. Payments made in respect of the notes
to a U.S. Holder generally must be reported to the U.S. Internal Revenue
Service, unless the U.S. Holder is an exempt recipient or establishes an
exemption.
In addition, upon the sale of a note to (or through) a broker with certain
significant connections to the United States or to U.S. persons, the broker must
withhold backup withholding tax from the purchase price, unless either (i) the
broker determines that the seller is a corporation or other exempt recipient or
(ii) the seller provides, in the required manner, certain identifying
information. Such a sale must also be reported by the broker to the U.S.
Internal Revenue Service, unless the broker determines that the seller is an
exempt recipient.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States federal income tax; provided the required
information is furnished by the beneficial owner to the U.S. Internal Revenue
Service.
Australian Income Taxation
The following are the material Australian income tax consequences as of the date
of this Form 20-F arising under the Australian Income Tax Assessment Act (1936)
(1936 Act), the Australian Income Tax Assessment Act (1997) (1997 Act),
regulations, rulings and judicial interpretations now in effect, all of which
are subject to change, possibly with retroactive effect, in respect of an
investment in the Notes by an investor who is not a resident of Australia for
the purposes of the 1936 and 1997 Acts.
DUE TO THE UNIQUE FACTS AND CIRCUMSTANCES OF EACH POTENTIAL INVESTOR, EACH
INVESTOR SHOULD SEEK THEIR OWN ADVICE AS TO HOW THIS SPECIFIC INVESTMENT WILL
IMPACT THEIR TAX POSITION. SHOULD THE
81
AUSTRALIAN TAXATION OFFICE DISAGREE WITH THE ADVICE DETAILED BELOW IT MAY IMPOSE
INCOME TAX, PENALTIES AND INTEREST IN RESPECT OF ANY TAXATION ADJUSTMENTS.
Interest on the Notes
Under current Australian law, payments of interest on Notes issued to a
non-resident of Australia are subject to a 10% withholding tax unless Section
128F of the 1936 Act applies to the Notes or the payment of interest is
attributable to a permanent establishment of the non-resident in Australia.
If the interest is attributable to a permanent establishment of the non-resident
in Australia, subject to any relevant Double Tax Agreement (DTA), normal
Australian income tax rates apply. Australia has concluded a DTA with the United
States.
Apart from payments of interest made to a permanent establishment in Australia
(discussed above), when the tests in Section 128F of the 1936 Act have been
satisfied, payments of interest by Jupiters in respect of the Notes, to a person
who is not a resident of Australia, within the meaning of the 1997 Act, will not
incur any Australian tax. The exemption in Section 128F of the 1936 Act does not
apply to interest paid to certain associates of Jupiters.
Jupiters intends to comply with the provisions of Section 128F as currently
drafted and the current policy of the Australian Taxation Office. On this basis,
the Section 128F exemption is available in respect of the Notes.
If the Section 128F exemption was not available, an exemption from withholding
tax will be available pursuant to the Australia-United States DTA in respect of
interest derived by a United States resident from sources in Australia where the
recipient is:
- - a political or administrative sub-division of the United States or
local authority thereof;
- - any body exercising governmental functions in the United States;
- - a bank performing central banking functions in the United States; or
- - an unrelated `financial institution' (as defined in the Protocol to the
DTA) provided that the interest is not paid in relation to a
back-to-back loan arrangement.
As these categories of exemption are very specific investors would need to
obtain their own advice to determine whether this exemption would apply to their
specific circumstances if the Section 128F exemption was not available.
Where neither the Section 128F exemption nor the DTA exemption is available,
withholding tax will be payable on payments of interest made to non-residents by
Jupiters. Liability to make the payments falls to Jupiters.
Pursuant to the terms of the Registration Statement headed `Additional Amounts',
where Jupiters is liable to pay withholding tax on an amount of interest payable
to an investor, the amount received by the investor is to be free of withholding
tax. In effect, Jupiters is required to `gross up' the amount it pays to the
investor.
82
Gains on Sale, Redemption, Exchange or Transfer of Notes
Apart from the exceptions noted below, for the purposes of Australian domestic
income tax law, a non-resident of Australia will generally not be liable for
Australian income tax in respect of a gain arising on disposal of the Notes.
Non-residents who dispose of the Notes may be liable for Australian income tax
in respect of Australian assessable income represented by the profit arising on
the disposal of the Notes, if that profit has a source in Australia. Whether a
profit has a source in Australia will depend upon each investor's specific
circumstances. In general, provided the Notes are issued, or acquired, and held
outside Australia in connection with a business conducted exclusively outside
Australia and are disposed of to a non-resident directly or to a non-resident
through a non-resident agent, the gain should not have a source in Australia.
In certain circumstances, a non-resident who is resident in a country with which
Australia has a DTA may not be subject to tax on an Australian sourced profit on
disposal of its Notes. If the profit is a `business profit' and it is not
attributable to a business carried on in Australia through a permanent
establishment, it may be exempt from Australian tax. However, the DTA treatment
may differ as between each particular country's DTAs and the particular
circumstances of each investor. Therefore, each investor will need to have
regard to the specific terms of any applicable DTA. Article 7 of the
Australia/US DTA specifically addresses the taxation of `business profits'.
Where the Notes are on capital account in the hands of a holder (that is, they
were not purchased with a view to making a profit on the sale, trade or other
dealing with the Notes), subject to the above, the Notes would not generally
have the necessary connection with Australia and therefore should not be subject
to Australian Capital Gains Tax.
Where a holder of Notes who is not a resident of Australia and does not carry on
business in Australia sells a Note to either:
(i) a resident of Australia, not in connection with that resident carrying
on a business at or through a permanent establishment outside of
Australia; or
(ii) to a non-resident of Australia carrying on business in Australia at or
through a permanent establishment in Australia where the purchase is in
connection with that permanent establishment;
the gain may be deemed to be interest. However, the Section 128F exemption will
be available in respect of such amounts provided the conditions discussed above
are satisfied.
Payments Under Guarantees
In the event of default by Jupiters, the Subsidiary Guarantors may be required
to make certain payments under the Subsidiary Guarantees. The Australian
taxation implications of these payments will depend on whether the amounts paid
are characterised as interest or not.
To the extent that a payment made by the Subsidiary Guarantors is not
characterised as interest, the Subsidiary Guarantors would not have an
obligation to deduct withholding tax.
The 1936 Act defines interest to include an amount (1) that is in the nature of
interest or (2) that could reasonably be regarded as having been convertible
into a form that is in substitution for interest. It is not resolved under
Australian law whether a payment made under a guarantee falls under this
definition of interest.
83
To the extent that these guarantee amounts are characterised as interest,
withholding tax may be payable. In this regard, the wording of Section 128F is
imprecise and the exemption could be read as applying only to interest paid by
Jupiters, as the issuer of the Notes, and not to interest paid by another entity
such as a Subsidiary Guarantor.
The Australian Taxation Office has issued a Taxation Determination that states
that a payment made by a guarantor is in the nature of interest, and that the
exemption in Section 128F could apply to such a payment. This ruling is legally
binding on the Australian Taxation Office. However, it is not certain that its
terms could apply to all circumstances in relation to payments under the
Subsidiary Guarantees in respect of the Notes.
A specific private binding ruling has not been sought from the Australian
Taxation Office in relation to this matter. Accordingly, to the extent that any
payments made by Subsidiary Guarantors are in the nature of interest, and due to
the imprecise nature of Section 128F, notwithstanding the Australian Taxation
Office's pronouncements, it is arguable that withholding tax would be payable on
any payments made under Subsidiary Guarantees.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
Those persons having a right to inspect our records can inspect such records by
contacting our registered office at 9th Floor, Niecon Tower, 17 Victoria Avenue
Broadbeach, Queensland, Australia, telephone: 61-7-5570-2500, fax:
61-7-5538-6315.
We file certain reports and other information with the Securities and Exchange
Commission. The SEC maintains public reference facilities at 450 Fifth Street,
N.W., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms and their copy charges. You can also
access the documents at the SEC's internet web site
(http://www.sec.gov/index.html).
I. SUBSIDIARY INFORMATION
Not applicable.
84
ITEM 11. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Jupiters maintains its accounts and financial statements in Australian dollars.
Most of Jupiters' assets, liabilities, revenues and expenses are in Australian
dollars. Payment of interest and principal with respect to the Notes are payable
in U.S. dollars. Accordingly, fluctuations in the value of the Australian dollar
relative to the U.S. dollar could be significant to Jupiters.
Jupiters intends, from time to time, to hedge its currency exposures to mitigate
any adverse consequences of exchange rate fluctuations. In connection with the
issuance of the Notes on March 11, 1999, Jupiters entered into a five-year
cross-currency interest rate swap. The swap contains customary provisions under
which Jupiters makes fixed payments of principal and interest in Australian
dollars to the swap counterparty, who, in turn, pays principal and interest in
U.S. dollars. The swap converts the face value of the Notes of US$135 million at
a fixed U.S. coupon of 8.5% to a principal of A$214.4 million at a fixed
Australian interest rate of 9.0%. The swap will not fully protect Jupiters in
the event the principal amount of the Notes becomes payable prior to the
expiration of the term of the swap as the result of a change in control or
otherwise. In addition, the swap will not protect Jupiters against exchange rate
fluctuations following the five-year term of the swap. Jupiters may at any time
enter into new cross-currency interest rate swaps to hedge its fixed rate U.S.
dollar obligations beyond the five-year period. See "Item 3 - Key Information -
Risk Factors-Devaluation of the Australian dollar could increase the relative
debt service cost of the Notes" and "Item 17 - Financial Statements - Note 27 -
Financial Instruments."
For information on Jupiters' interest rate risk exposure and credit risk
exposure as of June 30, 2003 and 2002, see "Item 17 - "Financial Statements -
Note 27 - Financial Instruments."
85
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
86
PART II
ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
There is nothing to disclose with respect to this item.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable.
87
ITEM 15. CONTROLS AND PROCEDURES
A.
Under the supervision and with the participation of the Company's management,
including the Company's Chief Executive and Chief Financial Officer, the Company
has evaluated the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of June
30, 2003. Based on that evaluation, the Company's management, including the
Chief Executive and Chief Financial Officer, have concluded that these
disclosure controls and procedures were effective as of June 30, 2003.
B.
Not applicable until Jupiters' annual report on Form 20-F for the year ending
June 30, 2005.
C.
Not applicable until Jupiters' annual report on Form 20-F for the year ending
June 30, 2005.
D.
There were no changes in the Company's internal control over financial reporting
during the period covered by this annual report that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting in the future.
88
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable until Jupiters' annual report on Form 20-F for the year ending
June 30, 2004.
ITEM 16B. CODE OF ETHICS
Not applicable until Jupiters' annual report on Form 20-F for the year ending
June 30, 2004.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable until Jupiters' annual report on Form 20-F for the year ending
June 30, 2004.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
89
PART III
ITEM 17. FINANCIAL STATEMENTS
The following financial statements, together with the report of the independent
auditors thereon, are filed as part of this Annual Report:
1. Report of Independent Accountants (Ernst & Young) dated August 12,
2003.
2. Jupiters Limited Consolidated Financial Statements including:
- Statements of Financial Performance for the years ended June 30,
2001, 2002 and 2003;
- Statements of Financial Position as at June 30, 2002 and 2003;
- Statements of Cash Flows for the years ended June 30, 2001, 2002
and 2003; and
- Notes to and forming part of the Financial Statements for the
years ended June 30, 2001, 2002 and 2003.
ITEM 18. FINANCIAL STATEMENTS
Not applicable.
90
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of Jupiters Limited
This report is included solely for the purposes of incorporation in Jupiters
Limited's Annual Report on Form 20-F as required by the United States Securities
and Exchange Act of 1934 and the rules and regulations promulgated thereunder.
We have audited the accompanying consolidated statements of financial position
of Jupiters Limited as of 30 June 2003 and 2002, and the related consolidated
statements of financial performance, and cash flows for each of the three years
in the period ended 30 June 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in Australia and the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Jupiters Limited
at 30 June 2003 and 2002, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended 30 June 2003, in
conformity with accounting principles generally accepted in Australia.
Accounting principles generally accepted in Australia vary in certain
significant respects from accounting principles generally accepted in the United
States of America. The application of the latter would have effected the
determination of consolidated net profit for each of the three years in the
period ended 30 June 2003, and the determination of consolidated equity as of 30
June 2003, 2002 and 2001, to the extent summarised in Note 31 to the financial
statements.
As discussed more fully in Note 2 to the consolidated financial statements, the
Company adopted Australian Accounting Standard AASB 1044 "Provisions, Contingent
Liabilities and Contingent Assets" effective July 1, 2002.
/s/ ERNST & YOUNG
Brisbane, Australia
12 August 2003
91
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
STATEMENTS OF FINANCIAL PERFORMANCE
JUNE 30, 2003, 2002 AND 2001
(A$ IN THOUSANDS)
Consolidated Company
-------------------------------------- ---------------------------------------
Note 2003 2002 2001 2003 2002 2001
----
Operating revenues:
Casino A$ 462,979 A$ 481,373 A$ 482,409 A$ 440,219 A$ 458,297 A$ 456,391
Hotel 134,955 125,894 124,950 117,811 109,975 110,748
Other gaming and wagering 149,767 144,345 117,860 - - -
Gaming equipment sales and
technology services 36,067 39,600 43,751 15,727 16,565 3,421
---------- ---------- ---------- ---------- ---------- ----------
783,768 791,212 768,970 573,757 584,837 570,560
Other revenue 3 3,944 5,061 8,246 54,376 16,635 18,418
---------- ---------- ---------- ---------- ---------- ----------
Total revenue from ordinary activities 787,712 796,273 777,216 628,133 601,472 588,978
Employee related expenses (231,849) (223,449) (221,513) (182,185) (178,021) (177,688)
Government gaming taxes and
fees/community benefit contribution (114,454) (117,204) (112,871) (91,757) (92,802) (93,648)
Marketing expenses (93,980) (89,357) (77,474) (85,846) (79,788) (70,098)
Depreciation and amortization expense 3 (53,968) (54,422) (51,818) (30,287) (29,546) (28,039)
Borrowing costs 3 (37,476) (30,350) (26,939) (35,550) (28,233) (23,434)
Cost of providing technology services (26,192) (24,346) - - - -
Commissions paid to Queensland Keno
agents (25,210) (23,467) (21,743) - - -
Cost of goods sold (23,555) (24,569) (27,244) (33,762) (33,075) (20,296)
Property and energy costs (22,440) (21,096) (21,471) (18,766) (18,294) (18,878)
Management fees (18,549) (20,109) (20,237) (18,549) (20,109) (20,237)
Other expenses from ordinary activities (50,958) (42,599) (69,910) (21,936) (12,517) (17,333)
---------- ---------- ---------- ---------- ---------- ----------
Profit from ordinary activities before
income tax expense 89,081 125,305 125,996 109,495 109,087 119,327
Income tax expense relating to
ordinary activities 6 (30,013) (46,516) (46,975) (18,113) (34,420) (36,576)
---------- ---------- ---------- ---------- ---------- ----------
Net profit - before outside equity
interest 59,068 78,789 79,021 91,382 74,667 82,751
Net profit - attributable to outside
equity interest (549) (720) (1,921) - - -
---------- ---------- ---------- ---------- ---------- ----------
Net profit - attributable to members
of the Company 58,519 78,069 77,100 91,382 74,667 82,751
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 A$ 58,349 A$ 78,069 A$ 77,100 A$ 91,286 A$ 74,667 A$ 82,751
========== ========== ========== ========== ========== ==========
Basic earnings per share:
Ordinary shares (cents) 5 29.0 33.6 31.9
Diluted earnings per share:
Ordinary shares (cents) 5 29.0 33.6 31.9
The accompanying notes form an integral part of
the statements of financial performance
F-2
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
STATEMENTS OF FINANCIAL POSITION
JUNE 30, 2003 AND 2002
(A$ IN THOUSANDS)
Consolidated Company
------------------------------- -------------------------------
Note 2003 2002 2003 2002
----
CURRENT ASSETS:
Cash assets A$ 77,933 A$ 85,301 A$ 56,313 A$ 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 A$ 478,964 A$ 469,407 A$ 507,280 A$ 435,692
=========== =========== =========== ===========
EQUITY:
Contributed equity 18 A$ 312,954 A$ 310,457 A$ 312,954 A$ 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 A$ 478,964 A$ 469,407 $A 507,280 $A 435,692
=========== =========== =========== ===========
The accompanying notes form an integral part of these
statements of financial position
F-3
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
STATEMENTS OF CASHFLOWS
JUNE 30, 2003, 2002 AND 2001
(A$ IN THOUSANDS)
Consolidated Company
---------------------------------- -----------------------------------
Note 2003 2002 2001 2003 2002 2001
----
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES:
Cash receipts in the course of operations A$ 781,438 A$ 808,215 A$ 753,647 A$ 578,278 A$ 601,775 A$ 564,147
Cash payments in the course of operations (603,750) (590,618) (565,244) (450,854) (449,511) (417,051)
Distributions received - - - 683 1,367 1,777
Interest received 1,619 2,990 6,316 977 1,736 4,099
Borrowing costs (42,305) (26,485) (27,007) (42,179) (20,712) (26,674)
Income taxes paid (51,441) (57,912) (49,732) (35,026) (50,203) (41,495)
---------- ---------- ---------- ---------- ---------- ----------
Net cash provided by
operating activities 20(b) 85,561 136,190 117,980 51,879 84,452 84,803
---------- ---------- ---------- ---------- ---------- ----------
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Purchase of property, plant and
equipment (63,005) (46,313) (44,458) (46,817) (36,161) (33,136)
Purchase of businesses - (2,000) (2,803) - - -
Increased ownership interest in controlled
entity 20(d) (26,581) - - (26,581) - -
Proceeds from sale of property,
plant and equipment 3 1,306 189 326 1,252 45 141
---------- ---------- ---------- ---------- ---------- ----------
Net cash used in investing activities (88,280) (48,124) (46,935) (72,146) (36,116) (32,995)
---------- ---------- ---------- ---------- ---------- ----------
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 96,500 140,000 60,000 96,500
Repayment of borrowings 16 (98,200) (129,800) (126,500) (95,000) (126,500) (126,500)
Repayment of finance lease (1,919) (1,714) (1,919) (1,919) (1,714) (1,919)
Loan repayments from controlled entities - - - 18,835 43,752 25,906
Ordinary dividends paid (45,097) (49,782) (45,330) (44,343) (48,272) (43,444)
---------- ---------- ---------- ---------- ---------- ----------
Net cash from/(used in) financing
activities (4,649) (119,507) (77,249) 17,640 (70,945) (49,457)
---------- ---------- ---------- ---------- ---------- ----------
Net decrease in cash (7,368) (31,441) (6,204) (2,627) (22,609) 2,351
Cash at the beginning of the
financial year 85,301 116,742 122,946 58,940 81,549 79,198
---------- ---------- ---------- ---------- ---------- ----------
Cash at the end of the financial year 20(a) A$ 77,933 A$ 85,301 A$ 116,742 A$ 56,313 $A 58,940 A$ 81,549
========== ========== ========== ========== ========== ==========
The accompanying notes form an integral part of these
statements of cash flows
F-4
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
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 June 30, 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 June 30, 2004.
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 amortized
over the period of the extended term of the contract of 22 years.
Deferred borrowing expenses are amortized over the term of the related
financial instrument.
F-5
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
LEASED ASSETS
Assets acquired under finance leases are capitalised and amortized 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 amortized 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 amortized on a straight line basis for AWA
Limited at twenty years and for Centrebet at seven years. The
unamortized 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 July 1, 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).
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 amortized 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.
F-6
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
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 A$22,902,204 (refer Note 4). In accordance
with the new standard, no provision for final dividend has been
recognised for the year ended June 30, 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 June 30,
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 A$170,562. In addition,
current year profits have decreased by A$75,969 due to an increase in
the employee benefits expense. Current provisions at June 30, 2003,
have also increased by A$246,531 as a result of the change in
accounting policy.
Consolidated Company
------------------------ ------------------------
2003 2002 2003 2002
3. NOTES TO THE STATEMENTS OF FINANCIAL PERFORMANCE:
(A$ IN THOUSANDS)
Operating revenues:
Services A$689,007 A$701,769 A$492,856 A$510,453
Goods 94,761 89,443 80,901 74,384
--------- --------- --------- ---------
A$783,768 A$791,212 A$573,757 A$584,837
--------- --------- --------- ---------
Other revenue:
Interest from other persons A$ 1,790 A$ 2,826 A$ 1,138 A$ 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
--------- --------- --------- ---------
A$ 3,944 A$ 5,061 A$ 54,376 A$ 16,635
--------- --------- --------- ---------
Depreciation and amortization expense:
Depreciation of:
Buildings A$ 1,486 A$ 1,172 - -
Plant and equipment 36,244 38,701 A$ 21,861 A$ 22,845
Amortization 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
--------- --------- --------- ---------
A$ 53,968 A$ 54,422 A$ 30,287 A$ 29,546
--------- --------- --------- ---------
Borrowing costs:
Bank loans and overdraft A$ 2,493 A$ 2,750 A$ 2,367 A$ 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
--------- --------- --------- ---------
A$ 37,476 A$ 30,350 A$ 35,550 A$ 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
F-7
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
---------------------- ----------------------
2003 2002 2003 2002
4. RETAINED PROFITS AND DIVIDENDS - (A$ IN THOUSANDS)
RETAINED PROFITS
Retained profits at the beginning of the financial year A$127,592 A$ 123,881 A$125,235 A$ 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 A11 cents per share, fully franked at
30% (2001: A10 cents per share, fully franked at 30%) (22,195) (24,136) (22,195) (24,136)
Final dividend in prior year of A11 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 A1 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 interest - 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 A$166,010 A$ 127,592 A$194,326 A$ 125,235
========= ========== ========= ==========
EQUITY
Total equity at the beginning of the financial year A$469,407 A$ 620,644 A$435,692 A$ 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 A$478,964 $A 469,407 $A507,280 $A 435,692
========= ========== ========= ==========
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. A$108,512 A$ 82,215 A$ 80,642 A$ 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 A$70.2 million and that of the Consolidated Entity would be A$98.1
million.
DIVIDEND REINVESTMENT PLAN
On February 21, 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 June 12, 2003.
F-8
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
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
A$58,518,685 (2002: A$78,069,335). The weighted average number of ordinary
shares of 201,521,688 (2002: 232,587,741) and 201,849,140 (2002:
232,852,111) has been used in the calculation of basic and diluted earnings
per share, respectively.
Consolidated Consolidated
------------------- --------------------
2003 2002 2003 2002
6. INCOME TAX - (A$ IN THOUSANDS)
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 A$26,724 A$37,592 A$ 32,848 A$32,726
Tax effect of permanent differences:
Dividends from controlled entities - - (15,579) (4,198)
Amortization 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 A$30,013 A$46,516 A$ 18,113 A$34,420
======== ======== ========= ========
On June 25, 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 June 30,
2002.
Consolidated Company
------------------------------- -------------------------------
2003 2002 2001 2003 2002 2001
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 - A$206,000 A$412,000 - A$ 81,000 A$ 168,00
Audit of the financial report - Ernst & Young A$474,782 157,000 - A$210,361 99,000 -
Regulatory and tax compliance services - Arthur Andersen - 417,000 470,000 - 272,000 205,000
Regulatory and tax compliance services - Ernst & Young 490,245 49,000 - 353,345 35,000 -
Internal audit - Arthur Andersen - 238,000 353,000 - 238,000 244,000
Internal audit - Ernst & Young 168,689 40,000 - 140,139 40,000 -
Taxation advice re merger-Ernst & Young (refer Note 29) 418,132 - - 418,132 - -
Taxation advice re Centrebet divestment - Ernst & Young 54,410 - - 54,410 - -
Other - Arthur Andersen - 236,000 8,000 - - 2,000
Other - Ernst & Young 143,859 - - - - -
Other includes international tax advice and information
technology related services (2002: tax and other services in
connection with the share buy-back and issue of reset
preference shares in the year ended June 30, 2002)
The following remuneration was received or receivable by the
auditor of Centrebet Pty Ltd, Howarth NT, in respect of audit of
the financial report A$ 25,000 A$ 25,000 A$ 15,000 - - -
F-9
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
---------------------- ---------------------
2003 2002 2003 2002
7. REMUNERATION OF AUDITORS AND OPERATOR (CONTINUED):
OPERATOR - (A$ IN THOUSANDS)
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 A$ 18,549 A$ 20,109 A$ 18,549 A$ 20,109
Other services 921 1,034 921 1,034
Reimbursable expenses 4,053 3,409 4,053 3,409
8. RECEIVABLES - (A$ IN THOUSANDS)
Trade debtors A$ 31,263 A$ 20,304 A$ 19,273 A$ 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
--------- --------- --------- ---------
A$ 21,763 A$ 18,420 A$ 10,894 A$ 13,329
========= ========= ========= =========
9. OTHER CURRENT ASSETS - (A$ IN THOUSANDS)
Prepayments A$ 12,104 A$11,096 A$ 9,793 A$ 8,964
Security deposit (refer Note 13) 5,000 5,000 5,000 5,000
Centrebet non current assets to be sold 14,745 - - -
--------- --------- --------- ---------
A$ 31,849 A$16,096 A$ 14,793 A$ 13,964
========= ========= ========= =========
10. FINANCIAL ASSETS - (A$ IN THOUSANDS)
Securities quoted on prescribed stock exchanges:
Units in controlled entity - at cost - - - A$ 22,131
Securities not quoted on prescribed stock exchanges:
Units/shares in controlled entities - at cost - - A$548,119 496,976
--------- --------- --------- ---------
- - A$548,119 A$519,107
========= ========= ========= =========
11. PROPERTY, PLANT AND EQUIPMENT - (A$ IN THOUSANDS)
LAND, BUILDINGS AND CASINO LICENCES:
Cost
Opening balance A$650,201 A$650,201 A$279,880 A$279,880
Disposal (1,025) - (1,025) -
--------- --------- --------- ---------
649,176 650,201 278,885 279,880
--------- --------- --------- ---------
Accumulated depreciation and amortization
Opening balance 37,669 33,189 24,581 21,273
Depreciation and amortization 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 amortization
Opening balance 6,424 4,840 6,424 4,840
Amortization 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 A$758,842 A$746,867 A$352,117 A$334,038
========= ========= ========= =========
F-10
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
11. PROPERTY, PLANT AND EQUIPMENT - (A$ IN THOUSANDS) (CONTINUED):
From July 1, 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 amortization 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 June 30, 2000.
These assets were valued using a discounted cashflow methodology by the
Directors at A$1,110 million on June 30, 2003. This valuation is
incorporated in the financial report by way of note only.
The valuations reflect the future business cashflows anticipated from
the properties and do not determine individual values for land and
buildings nor specifically ascribe a value to the casino licences.
Accordingly, an accurate or meaningful assessment of separate values of
the land and casino licences cannot be made.
Land and buildings (including the casino licence) in respect of Conrad
Treasury are subject to a 75 year lease from the Queensland Government
which commenced in April 1995.
As most assets are integral to the operations of the Consolidated
Entity and as there is no intention to sell them, capital gains tax has
not been taken into account.
Consolidated Company
---------------------- ---------------------
2003 2002 2003 2002
12. INTANGIBLES - (A$ IN THOUSANDS)
Goodwill, at cost A$123,028 A$123,971 - -
Accumulated amortization (29,851) (22,040) - -
--------- --------- --------- ---------
Goodwill, net 93,177 101,931 - -
Transfer to current assets pending Centrebet sale (refer Note 9) (4,919) - - -
--------- --------- --------- ---------
88,258 101,931 - -
--------- --------- --------- ---------
Management contract, at cost 11,820 11,820 A$ 11,820 A$ 11,820
Accumulated amortization (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 amortization (6,164) (4,220) (6,164) (4,220)
--------- --------- --------- ---------
Deferred borrowing expenses, net 8,759 10,703 8,759 10,703
--------- --------- --------- ---------
Total intangibles, net A$106,691 A$122,831 A$ 18,433 A$ 20,900
========= ========= ========= =========
F-11
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
---------------------- ---------------------
2003 2002 2003 2002
13. OTHER NON CURRENT ASSETS - (A$ IN THOUSANDS)
Security deposit - A$ 5,000 - A$ 5,000
Prepaid rent A$ 39,000 34,666 A$ 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 A$ 39,000 A$ 63,718 A$ 39,000 A$ 63,718
========= ========= ========= =========
In 1995, at the commencement of the 75 year lease of the Brisbane
hotel/casino, a security deposit of A$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 A$8.0 million per annum in
each of the first ten years of the lease and A$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 A$3.7 million per annum is
recognised in each of the first ten years of the lease and A$1.7
million per annum is to be recognised in each of the remaining 65 years
of the lease. The excess of the cash rental payments over the rent
expense recognised during the first ten years of the lease gives rise
to prepaid rent which will reduce after the initial ten year period.
The security deposit and prepaid rent amounts were previously included
in property, plant and equipment.
14. PAYABLES - (A$ IN THOUSANDS)
Trade creditors A$ 33,947 A$ 31,340 A$ 16,036 A$ 12,684
Other creditors and accruals 53,539 60,412 36,268 40,841
--------- --------- --------- ---------
A$ 87,486 A$ 91,752 A$ 52,304 A$ 53,525
========= ========= ========= =========
15. PROVISIONS - (A$ IN THOUSANDS)
CURRENT:
Employee benefits A$ 12,802 A$ 13,473 A$ 11,615 A$ 9,660
Dividends - 22,148 - 22,148
Self insurance - Queensland workers' compensation 2,565 - 2,392 -
Other 4,829 2,701 340 208
--------- --------- --------- ---------
A$ 20,196 A$ 38,322 A$ 14,347 A$ 32,016
========= ========= ========= =========
NON-CURRENT:
Employee benefits A$ 9,705 A$ 10,622 A$ 7,273 A$ 9,487
========= ========= ========= =========
Aggregate employee benefits A$ 22,507 A$ 24,095 A$ 18,888 A$ 19,147
========= ========= ========= =========
The number of employees on a full time equivalent basis as at June 30
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 A$0.5 million. In
accordance with that Act the Consolidated Entity has provided a Bank
Guarantee in favour of WorkCover Queensland for A$5.0 million.
WorkCover Queensland has funded the Consolidated Entity for workers'
compensation claims related to injuries sustained by its Queensland
employees prior to July 1, 2002, to a limit of A$2.2 million.
16. INTEREST BEARING LIABILITIES - (A$ IN THOUSANDS)
Unsecured notes A$202,096 A$238,474 A$202,096 A$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 A$392,270 A$431,695 A$392,270 A$428,995
========= ========= ========= =========
F-12
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
16. INTEREST BEARING LIABILITIES - (A$ IN THOUSANDS) (CONTINUED):
At June 30, 2003, the Consolidated Entity had committed financing
facilities available to it of A$622.6 million (2002: A$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 April 11,
2002, at a face value of A$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 A$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 A$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 A$50 million. A$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 A$5 million of this facility has been
applied towards a bank guarantee in favour of WorkCover Queensland in
connection with the Consolidated Entity's self insurance of its
Queensland workers' compensation liabilities (refer Notes 1 and 15).
The commercial bill standby facility is an unsecured facility that is
provided on a revolving basis. To the extent that the amounts owing
under the facility are repaid, the facility is available to be redrawn.
The Consolidated Entity also has a working capital facility for the
purposes of normal operating activities. That facility includes various
electronic banking capabilities, credit card services and minor
temporary overdraft limits.
The above facilities are subject to periodic review by the provider and
the terms of the facilities may be extended at each review.
F-13
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
-------------------------- -------------------------
2003 2002 2003 2002
17. OTHER CURRENT LIABILITIES - (A$ IN THOUSANDS)
Hedge payable - restatement of unsecured notes
hedge (refer Notes 1 and 13) A$ 12,326 - A$ 12,326 -
========= ========== ========= ==========
18. CONTRIBUTED EQUITY - (A$ IN THOUSANDS)
ORDINARY SHARES
Balance at beginning of year A$310,457 A$ 466,125 A$310,457 A$ 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) A$312,954 A$ 310,457 A$312,954 $A 310,457
========= ========== ========= ==========
SHARE BUY-BACK
On April 11, 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
A$183,138,776 being an average cost of A$4.54 per share. In accordance
with a private ruling from the Australian Taxation Office, 85% (ie.
A$155,667,960) of the total consideration was allocated as a return of
share capital and 15% (ie. A$27,470,816) was treated as a fully franked
dividend and allocated against retained profits.
TERMS AND CONDITIONS
Holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at shareholders'
meetings. In the event of winding up of the Company, ordinary shareholders
rank after all other shareholders and creditors and are fully entitled to
any proceeds of liquidation. TABCORP Holdings Limited has offered to
acquire the issued ordinary shares (refer Note 29).
During the previous year, reset preference shares were issued and are
classified as interest bearing liabilities (refer Note 16).
19. OUTSIDE EQUITY INTEREST - (A$ IN THOUSANDS)
At June 30, 2002, the outside equity interest in the Consolidated Entity's
retained profits was A$5,071,000 and in the Consolidated Entity's
contributed equity was A$26,287,000 (total: A$31,358,000).
F-14
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
----------------------------------- ----------------------------------
2003 2002 2001 2003 2002 2001
20. NOTES TO THE STATEMENTS OF CASHFLOWS
(A$ IN THOUSANDS)
(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 A$ 59,068 A$ 78,789 A$ 79,021 A$ 91,382 A$ 74,667 A$ 82,751
Depreciation of Property, plant and
equipment 43,688 39,873 37,366 27,819 22,845 21,520
(Profit)/loss on sale of plant and
equipment (14) 144 372 (32) 151 (96)
Amortization of other non-current
assets 10,280 14,549 14,452 2,468 6,701 6,519
Dividends through intercompany loan
accounts - - - (51,931) (13,995) (11,354)
Decrease/(increase) in assets (5,193) 38,788 (15,412) (1,956) 7,133 (11,072)
Increase/(decrease) in liabilities (1,082) (15,370) 4,938 1,043 6,548 1,971
Decrease in income tax provisions
and deferred tax balances (21,186) (20,583) (2,757) (16,914) (19,598) (5,436)
--------- --------- --------- ----------- ---------- ---------
Net cash provided by operating activities A$ 85,561 A$136,190 A$117,980 A$ 51,879 A$ 84,452 A$ 84,803
========= ========= ========= ========== ========== =========
(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 A$26.6
million. Assets acquired included current assets, property, plant and
equipment totalling A$64.5 million, offset by current and non current
liabilities acquired totalling A$8.1 million. The resulting discount
on acquisition was A$0.6 million. Shares to the value of A$2.4 million
(423,723 Jupiters Limited ordinary shares) were issued as part of the
consideration.
F-15
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
Consolidated Company
------------------------- -----------------------
2003 2002 2003 2002
21. COMMITMENTS - (A$ IN THOUSANDS)
(a) CAPITAL EXPENDITURE COMMITMENTS
At June 30, 2003, orders had been placed for
the completion of building works and purchase
of furniture and equipment amounting to
A$14.1 million (2002: A$15 million) and are
payable within one year.
The Company has entered into an agreement with the
Queensland Government to develop the State funded
Gold Coast Convention & Exhibition Centre.
(b) NON-CANCELLABLE OPERATING LEASES
Future non-cancellable operating leases not
provided for in the financial report are
payable as follows:
Not later than one year A$ 6,181 A$ 6,383 A$ 3,200 A$ 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
-------- -------- -------- --------
A$88,242 A$93,184 A$81,200 A$84,400
======== ======== ======== ========
(c) FINANCE LEASES
Finance lease expenditure is payable as follows:
Not later than one year A$ 356 A$ 1,919 A$ 356 A$ 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) A$ 347 A$ 2,174 A$ 347 A$ 2,174
======== ======== ======== ========
F-16
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
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: A$1,755,332 A$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 A$1,901,096 (2002: A$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: A$1,589,188 A$1,532,776 A$1,589,188 A$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.
F-17
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS -(CONTINUED)
22. REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED):
(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 A$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 June 30, 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 June 30, 2003 was 1,570,000. The
market value of the Company's ordinary shares at June 30, 2003 was
A$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 A$3,311,040 (2002:
A$2,525,312). Of this amount A$502,871 (2002: A$132,435) was owing at
June 30, 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 A$10,000 at the
earliest of the completion of the sale or December 19, 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 A$25,000 at the earliest of the completion of the
merger or December 19, 2003.
23. RELATED PARTIES (CONTINUED):
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 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 June 30, 2003 and the movements in any such
holdings since July 1, 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.
F-18
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS -(CONTINUED)
24. CONTROLLED ENTITIES:
INVESTMENT IN CONTROLLED ENTITIES:
Ownership
---------
2003 2002
Entity Note Class of Equity % %
------ ---- --------------- ---- ----
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 -
F-19
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS -(CONTINUED)
24. CONTROLLED ENTITIES (CONTINUED):
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
June 30, 2003 June 30, 2002
STATEMENT OF FINANCIAL PERFORMANCE OF THE CLOSED GROUP:
Revenue from ordinary activities:
Gaming equipment sales and technology services A$ 45,738 A$ 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 amortization 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 A$ 7,502 A$ 8,547
========= ==========
2003 2002
---- ----
STATEMENT OF FINANCIAL POSITION OF THE CLOSED GROUP:
Total current assets A$57,949 A$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 A$55,129 A$47,586
======== ========
F-20
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS -(CONTINUED)
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 June 30, 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 June 30, 2003, a provision
of A$105,000 (2002: A$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 A$237,377
(2002: A$296,646) was made in this regard.
26. SEGMENT INFORMATION:
(a) SEGMENT REPORTING
Inter-segment pricing is determined on the basis of cost or
cost plus a mark up of 10% to 30%. Segment results, assets and
liabilities include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
Unallocated items mainly comprise income-earning assets and
related revenue, borrowings and related expenses and goodwill
and related amortization. Segment capital expenditure is the
total cost incurred during the year to acquire segment assets.
(b) BUSINESS SEGMENTS
The Consolidated Entity comprises the following business
segments, based on the Consolidated Entity's management
reporting system.
Land Based Operations
Comprises hotel and casino operations at Hotel Conrad and
Jupiters Casino (Gold Coast), Hotel Conrad and Treasury Casino
(Brisbane) and Jupiters Townsville Hotel and Casino and
Breakwater Marina (Townsville).
Wide-Area Operations
Comprises keno operations in Queensland and New South Wales
and gaming machine monitoring and related activities in
Queensland.
Technology Operations
Comprises national gaming and information technology service
provider AWA Technology Services and Jupiters Technology.
Sportsbetting Operations
Comprises Centrebet sportsbetting business.
(c) GEOGRAPHICAL SEGMENT
The Consolidated Entity's business segments operate
predominantly in one geographical segment, Australia.
F-21
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
26. SEGMENT INFORMATION - (A$ IN THOUSANDS) (CONTINUED):
SPORTS-
LAND BASED WIDE-AREA TECHNOLOGY BETTING NET INTEREST UNALLOCATED ELIMINATIONS CONSOLIDATED
BUSINESS SEGMENTS A$000 A$000 A$000 A$000 A$000 A$000 A$000 A$000
- ---------------------------------------------------------------------------------------------------------------------------------
2003
REVENUE
External sales 599,241 122,861 30,301 30,818 1,790 2,701 - 787,712
Intersegment revenue 838 - 26,846 - - 51,931 (79,615) -
------- ------- ------ ------ ------- ------- -------- ---------
Total segment revenue 600,079 122,861 57,147 30,818 1,790 54,632 (79,615) 787,712
------- ------- ------ ------ ------- ------- -------- ---------
RESULT
Segment result 111,615 33,383 2,726 5,799 (35,685) (22,055) (6,702) 89,081
------- ------- ------ ------ ------- ------- --------
Income tax expense (30,013)
---------
Net profit - before outside
equity interests 59,068
Net profit - attributable
to outside equity
interests (549)
---------
Net profit - attributable
to members of the Company 58,519
=========
ASSETS
Segment assets 902,806 46,309 20,367 30,765 - 718,807 (666,638) 1,052,416
=========
LIABILITIES
Segment liabilities 59,299 17,336 8,643 14,355 - 537,390 (63,571) 573,452
=========
OTHER INFORMATION
Acquisition of property,
plant and equipment and
intangible assets 46,851 7,761 2,430 6,773 - 477 - 64,292
=========
Depreciation and
amortization 29,693 10,873 1,354 4,134 - 11,018 (3,104) 53,968
=========
F-22
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
26. SEGMENT INFORMATION - (A$ IN THOUSANDS) (CONTINUED):
SPORTS-
LAND BASED WIDE-AREA TECHNOLOGY BETTING NET INTEREST UNALLOCATED ELIMINATIONS CONSOLIDATED
BUSINESS SEGMENTS A$000 A$000 A$000 A$000 A$000 A$000 A$000 A$000
- ---------------------------------------------------------------------------------------------------------------------------------
2002
REVENUE
External sales 607,529 117,812 31,273 30,417 2,826 6,416 - 796,273
Intersegment revenue 795 - 22,907 - 13,746 (37,448) -
------- ------- ------ ------ ------- ------- -------- ---------
Total segment revenue 608,324 117,812 54,180 30,417 2,826 20,162 (37,448) 796,273
------- ------- ------ ------ ------- ------- -------- ---------
RESULT
Segment result 142,103 25,306 (1,884) 11,631 (27,524) (12,467) (11,860) 125,305
------- ------- ------ ------ ------- ------- --------
Income tax expense (46,516)
---------
Net profit - before outside
equity interests 78,789
Net profit - attributable
to outside equity
interests (720)
---------
Net profit - attributable
to members of the Company 78,069
=========
ASSETS
Segment assets 908,587 46,789 14,956 30,820 - 652,678 (586,499) 1,067,331
=========
LIABILITIES
Segment liabilities 60,356 17,889 8,552 15,081 - 491,824 4,222 597,924
=========
OTHER INFORMATION
Acquisition of property,
plant and equipment and
intangible assets 35,531 2,787 579 4,118 - 3,708 - 46,723
=========
Depreciation and
amortization 26,969 13,972 851 3,109 - 13,393 (3,872) 54,422
=========
F-23
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
27. FINANCIAL INSTRUMENTS - (A$ IN THOUSANDS)
(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.
(b) INTEREST RATE RISK EXPOSURES - (A$ IN THOUSANDS) (CONTINUED)
- ----------------------------------------------------------------------------------------------------------------------------
FIXED INTEREST
2003 RATE MATURING IN
- ----------------------------------------------------------------------------------------------------------------------------
FLOATING OVER 1 NON-
INTEREST 1 YEAR TO MORE THAN INTEREST AVERAGE
RATE (i) OR LESS 5 YEARS 5 YEARS BEARING TOTAL INTEREST RATE
- ----------------------------------------------------------------------------------------------------------------------------
FLOATING FIXED
% %
Financial Assets
Cash A$77,933 - - - - A$ 77,933 4.69% -
Trade debtors (net) - - - - A$ 18,791 18,791 - -
- ----------------------------------------------------------------------------------------------------------------------------
Financial Liabilities
Trade creditors - - - - 33,947 33,947 - -
Finance lease liabilities - A$ 347 - - - 347 - 5.98%
Unsecured notes (ii) - - A$ 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 - - - A$ 190,174 - 190,174 - 8.15%
- ----------------------------------------------------------------------------------------------------------------------------
Net Financial Assets/(Liabilities) A$77,933 A$(57,673) A$(202,096) A$(190,174) A$(15,156) A$(387,166)
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
FIXED INTEREST
2002 RATE MATURING IN
- ----------------------------------------------------------------------------------------------------------------------------
FLOATING OVER 1 NON-
INTEREST 1 YEAR TO MORE THAN INTEREST AVERAGE
RATE (i) OR LESS 5 YEARS 5 YEARS BEARING TOTAL INTEREST RATE
- ----------------------------------------------------------------------------------------------------------------------------
FLOATING FIXED
% %
Financial Assets
Cash A$80,301 - - - - A$ 80,301 4.66% -
Bills of exchange - A$5,000 - - - 5,000 - 4.65%
Trade debtors (net) - - - - A$ 13,029 13,029 - -
Hedge receivable - restatement
of unsecured notes hedge(ii) - - A$ 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 - - - A$ 190,174 - 190,174 - 8.15%
Bill facilities - - 2,700 - - 2,700 - 5.80%
- ----------------------------------------------------------------------------------------------------------------------------
Net Financial Assets/(Liabilities) A$80,301 A$3,173 A$(217,469) A$(190,174) A$(18,311) A$(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).
F-24
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
27. FINANCIAL INSTRUMENTS (CONTINUED):
(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
---- ----
Australia A$12,458 A$11,186
Asia 6,122 1,504
Other 211 339
-------- --------
Net Trade Debtors (Note 8) A$18,791 A$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 June 30,
2003, is estimated to be A$3.0 million and represents the net
amount receivable if the derivative was terminated at that
date (2002: A$10.8 million receivable) (refer Note 13).
The net fair value of the reset preference shares at June 30,
2003, is A$107.20 per share (2002: A$103.45) as determined by
the closing value on the Australian Stock Exchange at that
date (including accrued interest) (refer Note 16).
28. DISCONTINUING OPERATION:
On March 5, 2003, the Board of Directors decided to divest the
sportsbetting business trading as Centrebet. The business is expected
to be divested in the year ending June 30, 2004. The business to be
divested comprises the entire sportsbetting business segment described
in Note 26.
2003 2002
---- ----
The financial performance of Centrebet for the year ended June 30, 2003 is
as follows:
Revenues from ordinary activities A$ 31,349 A$ 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 June 30, 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 June 30,
2003 are as follows:
Operating 6,255 14,193
Investing (6,187) (6,218)
Financing (3,917) (9,133)
--------- ---------
Net cash outflows A$ (3,849) A$ (1,158)
========= =========
F-25
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
29. MERGER WITH TABCORP HOLDINGS LIMITED:
On March 5, 2003, the Company and TABCORP Holdings Limited announced a
proposal to merge pursuant to schemes of arrangement under the
Corporations Act (2001).
On June 12, 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 October 24, 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.
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:
- A$285 in cash;
- 24 TABCORP Holdings Limited shares;
- a special dividend, being a total of A$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 A$105.26 for each reset
preference share held, plus any accrued dividends.
TABCORP Holdings Limited has offered cash consideration to option
holders of A$2.07 per option for those expiring in August 2011 and
A$2.14 for those expiring in November 2011.
If the proposed merger does not proceed, the Company has agreed to pay
up to A$12.2 million of merger related costs incurred by TABCORP
Holdings Limited. Similarly, TABCORP Holdings Limited has agreed to pay
up to A$7.5 million of merger related costs incurred by the Company.
During the year ended June 30, 2003, the Company incurred costs
totalling A$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 August 12, 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 A$24,214,104 which represents a fully
franked dividend of A12 cents per share. The dividend has not been
provided for in the June 30, 2003 financial statements.
F-26
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP)
(a) RECONCILIATION OF AUSTRALIAN GAAP TO US GAAP
The following reconciliations have been provided to give additional
information as required under US GAAP. A description of the major
differences between Australian GAAP and US GAAP follows the
reconciliations.
JUNE
------------------------------------
(A$ IN THOUSANDS) NOTE 2003 2002 2001
---- ---- ---- ----
CONSOLIDATED
------------
Net profit reported under Australian GAAP A$58,519 A$ 78,069 A$77,100
Depreciation (i) (3,451) (3,451) (3,451)
Conrad Treasury and Jupiters Keno preopening
expenses (ii) 659 659 659
Mark to fair value of cross currency swap during (iii) (7,769) 3,577 14,168
the period
Unrealised foreign exchange gain/(loss) on Notes (iv) 36,378 27,483 (41,779)
Software development costs (v) 313 (1,564) -
Write back of Jupiters Machine Gaming impairment
charge (vi) (246) 1,131 -
Debt issuance costs (vii) 191 (955) -
Deferred costs (viii) (1,936) (3,285) -
Debt Costs - Reset Preference Share discount (xv) (2,232) (240) -
Amortization of goodwill (xviii) 7,813 - -
Goodwill impairment charge (xviii) (2,500) - -
Stock based compensation (xix) (1,735) - -
Net deferred tax effect of adjustments (7,242) (7,079) 8,665
Cumulative effect of accounting change, net of tax (ix) - - (11,558)
--------- --------- ---------
Net profit under US GAAP A$ 76,762 A$ 94,345 A$ 43,804
========= ========= =========
Basic Earnings per share (cents) (x) 38.1 40.5 18.1
Diluted Earnings per share (cents) (x) 37.2 40.5 18.1
========= ========= =========
Shareholders' equity as reported under Australian GAAP A$478,964 A$469,407 A$620,644
Accumulated depreciation (i) (34,236) (30,785) (27,334)
Conrad Treasury and Jupiters Keno preopening
expenses (ii) (14,219) (14,905) (15,592)
Dividends payable (xi) - 22,148 24,136
Capitalized interest income (xii) 1,844 1,872 1,899
Breakwater Island Trust - Outside Equity Interest (xiii) - (31,358) (30,638)
Breakwater Island Trust - distribution paid to
Outside Equity Interest (xiii) - 4,375 3,620
Cumulative effect of exchange rates on Notes (iv) 12,326 (24,052) (51,536)
Cumulative effect of change in swap fair value (iii) 3,008 10,777 7,200
Software development costs (v) (1,251) (1,564) -
Write back of Jupiters Machine Gaming impairment
charge (vi) 885 1,131 -
Debt issuance costs (vii) (764) (955) -
Pre approval costs (viii) (5,221) (3,285) -
Cumulative effect of debt costs - Reset Preference
Share discount (xv) (2,473) (240) -
Beneficial conversion factor (xv) 10,009 10,009 -
Amortization of goodwill (xviii) 7,813 - -
Goodwill impairment charge (xviii) (2,500) - -
Net deferred tax effect of adjustments 11,187 18,429 25,509
--------- --------- ---------
Shareholders' equity under US GAAP A$465,372 A$431,004 A$557,908
========= ========= =========
F-27
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP)
(a) RECONCILIATION OF AUSTRALIAN GAAP TO US GAAP - (CONTINUED)
JUNE
-------------------------------------
(A$ IN THOUSANDS) NOTE 2003 2002 2001
---- ---- ---- ----
COMPANY
-------
Net profit reported under Australian GAAP A$ 91,382 A$ 74,667 A$ 82,751
Investment in controlled entity 497 120 235
Depreciation (i) (1,693) (1,693) (1,693)
Conrad Treasury preopening expenses (ii) 155 155 155
Mark to fair value of cross currency swap during
the period (iii) (7,769) 3,577 14,168
Unrealised foreign exchange gain/(loss) on Notes (iv) 36,378 27,483 (41,779)
Software development costs. (v) 313 (1,564) -
Cumulative effect of accounting change, net of tax (ix) - - (11,558)
Debt issuance costs (vii) 191 (955) -
Deferred costs (viii) (1,936) (3,285) -
Debt Costs - Reset Preference Share discount (xv) (2,232) (240) -
Stock based compensation (xix) (1,735) - -
Net deferred tax effect of adjustments (7,823) (6,589) 9,256
--------- --------- ---------
Net profit under US GAAP A$105,728 A$ 91,676 A$ 51,535
========= ========= =========
Basic Earnings per share (cents) (x) 52.4 39.4 21.3
Diluted Earnings per share (cents) (x) 49.2 39.4 21.3
========= ========= =========
Shareholders' equity as reported for Australian GAAP A$507,280 A$435,692 A$590,447
Investment in controlled entity 761 264 144
Accumulated depreciation (i) (13,870) (12,178) (10,484)
Conrad Treasury preopening expenses (ii) (12,203) (12,385) (12,568)
Dividends payable (xi) - 22,148 24,136
Capitalized interest income (xii) 1,844 1,871 1,899
Cumulative effect of exchange rates on Notes (iv) 12,325 (24,052) (51,536)
Cumulative effect of change in swap fair value (iii) 3,008 10,777 7,200
Software development costs. (v) (1,251) (1,564) -
Debt issuance costs (vii) (764) (955) -
Deferred costs (viii) (5,221) (3,285) -
Cumulative effect of debt costs - Reset Preference
Share discount (xv) (2,473) (241) -
Beneficial conversion factor (xv) 10,009 10,009 -
Net deferred tax effect of adjustments 11,021 18,844 25,433
--------- --------- ---------
Shareholders' equity under US GAAP A$510,466 A$444,945 A$574,671
========= ========= =========
F-28
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) -
(CONTINUED)
(a) RECONCILIATION OF AUSTRALIAN GAAP TO US GAAP (CONTINUED)
(i) DEPRECIATION
Both Australian GAAP and US GAAP specify that non-current
assets (including buildings) are to be depreciated over the
useful life of such assets to the business. The useful life of
the Conrad Jupiters' and Conrad Treasury buildings have been
adjusted to 40 years to achieve consistency with general
practice in the application of US GAAP. The Consolidated
Entity expects the useful life of those assets to exceed that
timeframe.
(ii) CONRAD TREASURY AND JUPITERS KENO PREOPENING EXPENSES
Under Australian GAAP expenses may be deferred to future
accounting periods where the estimated future benefits to be
derived from such expenses are likely to be sufficient to
recover those expenses. The Economic Entity has deferred
certain costs incurred during the development and start up
phase of both the Conrad Treasury and the real-time, wide-area
keno operations and these costs are amortised over the period
of estimated future benefit. Under US GAAP, such costs must be
expensed when incurred.
(iii) MARK TO FAIR VALUE OF CROSS CURRENCY SWAP DURING THE PERIOD
Under US GAAP, in accordance with Statement of Financial
Accounting Standards (SFAS) No. 133 "Accounting for Derivative
instruments and Hedging Activities" (SFAS 133), derivatives
are carried on the statement of financial position at fair
value and except in certain circumstances where hedge
accounting is adopted, changes in the fair value of
derivatives are recorded through net profit. On this basis,
hedge accounting has not been adopted in accounting for the
cross currency swap. For Australian GAAP purposes, hedge
accounting has been applied and no mark-to-market adjustment
has been recorded.
(iv) UNREALISED FOREIGN EXCHANGE LOSS ON NOTES
Under Australian GAAP, hedge accounting has been applied and
the United States denominated debt principal has been stated
at the spot foreign exchange rate in effect at the reporting
date. An amount has been recorded as a hedge receivable to
reflect the effect of exchange rate movements sheltered by the
related swap agreement. For US GAAP purposes, the hedge
accounting has not been applied and the movements in the hedge
receivable amount have been recorded through net profit.
(v) INTERNAL SOFTWARE DEVELOPMENT COSTS
Under Australian GAAP, the Consolidated Entity has capitalized
certain costs associated with the internal development of
software to be used in its gaming operations, which can also
be marketed to third parties. These costs include internal
costs associated with completing a detailed program design,
including investigating the feasibility of various alternative
designs.
Under US GAAP, SFAS 86 "Accounting for the Costs of Computer
Software to Be Sold, Leased or Otherwise Marketed" indicates
that costs associated with computer software to be sold,
leased or otherwise marketed cannot be capitalized until
"technological feasibility" has been achieved. Based on the
provisions of this standard, the Consolidated Entity was
required to expense certain costs for US GAAP reporting that
were capitalized for Australian GAAP reporting.
During the financial year to June 30, 2003, the Consolidated
Entity began amortizing the above software development costs.
As these software development costs were previously expensed
under US GAAP, the current period amortization has been
reversed.
(vi) WRITE BACK OF JUPITERS MACHINE GAMING IMPAIRMENT CHARGE
Under Australian GAAP, specifically the provisions of AASB
1010, "Recoverable Amount of Non-Current Assets," the
Consolidated Entity recognized an impairment charge of
A$1,500,000 relating to deferred costs that are not expected
to be fully recoverable. Under US GAAP, the Consolidated
Entity performed a separate analysis of its long-lived assets,
based on the undiscounted cashflow methodology described in
SFAS 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." On this basis,
no impairment charge was recognized for US GAAP reporting,
therefore under US GAAP depreciation is recorded in excess of
that recorded under Australian GAAP.
(vii) DEBT ISSUANCE COSTS
During the year to June 30, 2002, the Consolidated Entity
capitalized the cost of an interest rate swaption contract
associated with a debt raising as disclosed in "Financial
Statements - Note 15 - "Interest Bearing Liabilities". Under
US GAAP, SFAS 133 requires that the cost of this swaption be
expensed, therefore under US GAAP depreciation is recorded in
excess of that recorded under Australian GAAP.
During the financial year to June 30, 2003, the Consolidated
Entity amortized the capitalized cost of the above interest
rate swaption. As this expense was previously expensed under
US GAAP, the current period amortization has been reversed.
(viii) DEFERRED COSTS
Under Australian GAAP, expenses may be deferred to future
accounting periods where the estimated future benefits to be
derived from such expenses are likely to be sufficient to
recover those expenses.
In 2002 and 2003, the Consolidated Entity has deferred certain
costs incurred during the pre approval phase of the Gold Coast
Convention Centre and certain other projects. Under US GAAP,
in accordance with Statement of Position 98-5, "Accounting for
the Costs of Start-Up Activities" costs incurred in
construction projects prior to the securing of a contact for
that project must be expensed.
In 2003, the Consolidated Entity has also deferred certain
costs incurred in making available the Centrebet business
unit. Under USGAAP, such costs should be expensed as incurred.
(ix) CUMULATIVE EFFECT OF ACCOUNTING CHANGE
During the year to June 30, 2001, in accordance with SFAS 133,
the Consolidated Entity changed its method of accounting for
derivative instruments for US GAAP purposes. The effect of
this adjustment was a reduction to net profit under US GAAP of
A$11.6 million, or A4.8 cents per share for the year ended
June 30, 2001.
F-29
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) -
(CONTINUED)
(a) RECONCILIATION OF AUSTRALIAN GAAP TO US GAAP (CONTINUED)
(x) EARNINGS PER SHARE
12 MONTHS ENDED JUNE 30, 2003 12 MONTHS ENDED JUNE 30, 2003
CONSOLIDATED PARENT
PER PER
SHARE SHARE
INCOME A$ SHARES A$ CENTS INCOME A$ SHARES A$ CENTS
BASIC EPS
Income available to common
stockholders 76,762,000 201,521,688 38.1 105,728,000 201,521,688 52.4
EFFECT OF DILUTIVE SECURITIES 13,082,000 39,970,175 13,082,000 39,970,175
DILUTED EPS
Income available to common
stockholders 89,844,000 241,491,863 37.2 118,810,000 241,491,863 49.2
The reported basic and diluted earnings per share were not
materially different for the years ended June 30, 2002 and
2001 for both the Parent and Consolidated entities and hence
the underlying computations are not disclosed.
(xi) DIVIDENDS PAYABLE
Effective July 1, 2002, the Consolidated Entity adopted AASB
1044 for Australian reporting purposes. Under AASB 1044 a
provision for dividend is only recognized at the reporting
date where the dividends are declared, determined or publicly
recommended prior to the reporting date. In accordance with
this Standard, no provision for dividend has been recognized
for the year ended June 30, 2003. Similarly under United
States GAAP, dividends and distributions are recognized in the
period in which they are declared and become legally payable.
(xii) CAPITALIZED INTEREST INCOME
Interest income on unutilized funds was capitalized during the
construction of Conrad Treasury. Under Australian GAAP, this
interest income was capitalized and included in the
development costs and amortized over the useful life of the
project. Under US GAAP, this interest income is accounted for
as income in the year earned.
(xiii) BREAKWATER ISLAND TRUST - OUTSIDE EQUITY INTEREST
Outside equity interest was included in shareholders' equity
reported for Australian GAAP in the 2002 and 2001 financial
years. The amount reported for these years does not reflect
distributions to outside equity interests. Under US GAAP,
outside equity interest does not form part of shareholders'
equity. For US GAAP purposes, outside equity interest has been
reduced by distributions to outside equity interests and has
been removed from Shareholders' Equity in the subsequent
years.
At December 31, 2002, the outside equity interest was
converted to Jupiters Limited ("Chief Entity") interest in
accordance with transactions as disclosed in Note 20 (d)
"Notes to the Statement of Cashflows."
(xiv) INVESTMENT IN BREAKWATER (A$ IN THOUSANDS)
As at June 30, 2000, the Consolidated Entity began
consolidating Breakwater Island Trust for Australian GAAP
purposes. For US GAAP purposes, the investment in Breakwater
Island Trust would have been accounted for as an equity basis
investment in the 2002 and 2001 financial years. However, on
December 31, 2002, Jupiters Limited effectively increased its
ownership interest to 100%. The following are the assets and
liabilities of Breakwater Island Trust as presented included
in the Australian GAAP Balance Sheet at June 30, 2002 and
2001, prior to 100% ownership.
ASSET/LIABILITY JUNE 30, 2002 JUNE 30, 2001
Cash Assets - Current A$ 3,431 A$ 6,975
Receivables - Current 372 348
Inventories - Current 250 248
Prepayments - Current 443 462
Property, Plant and Equipment - Non Current 55,479 57,236
Deferred Tax Assets - Non Current 752 375
Payables - Current 2,889 879
Tax Liabilities 216 984
Other Provisions 1,666 3,793
Interest Bearing Liabilities - Non Current 2,700 6,000
Other Provisions - Non Current 986 833
These assets and liabilities would not appear on the 2002 and
2001 US GAAP balance sheet. Instead, for US GAAP purposes, the
balance sheet would include a non-current asset, Investment in
Associates, of A$22,396,000 and A$22,276,000 at June 30, 2002
and June 30, 2001 respectively. In addition, for Australian
GAAP purposes, the Statement of Financial Performance for the
2002 financial year would have included operating revenues of
A$38,415,000 (2001: A$41,769,000) and operating expenses of
A$36,840,000 (2001: A$37,363,000) attributable to Breakwater
Island Trust.
The following are the cash flows of Breakwater Island Trust
that are included in the Australian GAAP Statement of Cash
Flows for the 2002 and 2001 financial years:
2002 2001
Cash flows from operating activities A$ 4,356 A$ 5,635
Cash flows from investing activities (1,725) (1,510)
Cash flows from financing activities (6,175) (3,710)
These cash flows would not have appeared in the United States
GAAP Statement of Cash Flows for June 30, 2002, and June 30,
2001, respectively.
F-30
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) -
(CONTINUED)
(a) RECONCILIATION OF AUSTRALIAN GAAP TO US GAAP - (CONTINUED)
(xv) BENEFICIAL CONVERSION FACTOR
1,901,735 reset preference shares ("RPS") were issued on April
11, 2002, at a face value of A$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. For the purposes of United States GAAP these
instruments may be classified as either mezzanine or debt, but
not as permanent equity. Because the company presents the RPS
as debt, dividends and amortization of the beneficial
conversion feature are classified as interest expense.
For the purposes of Australian GAAP, the RPS have been
recorded as Non-Current Interest Bearing Liabilities. In
accordance with United States GAAP, specifically EITF 98-5
"Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion
Ratios", the value of the embedded conversion feature has been
determined to be approximately A$10 million and has been
recorded as paid in capital. This beneficial conversion factor
is being amortized in accordance with an effective annual
interest rate method over the five-year period to the first
reset date.
(xvi) PLAYER INCENTIVES - CASH REWARDS (A$ IN THOUSANDS)
The Consolidated Entity, through the operation of a "cash back
rewards scheme" in place at its casino operations in Brisbane
and on the Gold Coast, refunds to certain customers a cash
reward based on the volume of play by those customers. For
Australian GAAP, these refunds are recorded as marketing
expenditure. In accordance with United States GAAP,
specifically EITF 01-9, "Accounting for Consideration Given by
a Vendor to a Customer (Including a Reseller of the Vendor's
Products)", customer cash rewards should be recorded as a
deduction to revenue and not as an expense. Accordingly,
revenues reported under Australia GAAP should have the
following amounts deducted for the purposes of determining
revenue in accordance with United States GAAP:
JUNE 30, JUNE 30, JUNE 30,
2003 2002 2001
Cash Rewards A$11,567 A$12,292 A$12,879
(xvii) FINANCIAL STATEMENTS OF GUARANTORS
A number of controlled entities of the Consolidated Entity are
guarantors to the United States dollar denominated debt. The
consolidated position, performance and cash flows of the
consolidated guarantors are not materially different to the
position, performance and cash flow of the Consolidated Entity
after the exclusion of amounts related to Breakwater Island
Limited.
(xviii) GOODWILL
In July 2001, the Financial Accounting Standards Board issued
SFAS No. 141,"Accounting for Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets". The
Consolidated Entity adopted these standards on July 1, 2002.
These standards affect accounting for business combinations
consummated after June 30, 2001, and existing goodwill and
other intangible assets of the Consolidated Entity.
The standards require, among other provisions, companies to
review for possible impairment of goodwill existing at the
date of adoption and perform subsequent impairment tests on an
annual basis. The standards no longer require the amortization
of goodwill while other intangible assets will continue to be
amortized over their estimated useful lives, which, if
supportable, may be a period that exceeds the current maximum
period of 40 years. Intangible assets with indeterminable
useful lives will not be amortized but assessed for impairment
in accordance with SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets".
During the year ended June 30, 2001, the Consolidated entity
recorded goodwill amortization of A$7,933,000 which decreased
basic and diluted earnings per share by A3.3 cents per share.
During the year ended June 30, 2002, the Consolidated entity
recorded goodwill amortization of A$7,848,000 which decreased
basic and diluted earnings per share by A3.4 cents per share.
During the year ended June 30, 2003, the Consolidated entity
wrote back the amortisation of goodwill recorded under
Australian GAAP and recognised an impairment charge related to
goodwill in accordance with United States GAAP.
(xix) Executive Option Plan
The Chief Entity has established an executive share option
plan whereby certain employees have been granted options to
purchase the Chief Entity's shares at a price equal to the
market value of the shares on the date the options were
granted. These options vest three years after the grant date.
The number of options that will ultimately vest is dependent
upon the overall return to shareholders during the three-year
vesting period compared to a benchmark group of similar sized
Companies listed on the stock exchange.
Under Australian GAAP, no compensation expense will be
recognized relating to these share options. Under USGAAP, the
Consolidated Entity elected to account for stock based
employee compensation in accordance with APB25, "Accounting
for Stock Issued to Employees", and related interpretations.
This standard requires the Consolidated Entity to record
compensation expense when it becomes probable that the
conditions for vesting will be achieved. In 2003, management
determined that it is probable that the conditions for vesting
will be achieved. Consequently, compensation expense has been
recorded in 2003 based on the vested portion of the difference
between the price an employee must pay on the vesting date to
acquire the shares underlying the option and the market price
of the shares at June 30, 2003. The compensation expense will
be remeasured at each reporting date until the final vesting
date.
(b) ADDITIONAL DISCLOSURES FOR US INVESTORS
Defined Contribution Superannuation Funds
The Consolidated Entity makes payments in respect of employees
into defined contribution superannuation funds. The total
amount paid during the year was A$16.2 million (2002: A$14.7
million; 2001: A$13.9 million).
Employee Share Plan
The Consolidated Entity had established an employee share plan
whereby shares may be purchased on behalf of employees on
market through payroll deductions. This share plan was
terminated during the 2003 financial year.
F-31
JUPITERS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)
31. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) -
(CONTINUED)
(b) ADDITIONAL DISCLOSURES FOR US INVESTORS (A$ IN THOUSANDS) -
(CONTINUED)
Commitments
The aggregate amounts of principal maturities (excluding
finance leases) outstanding at June 30, 2003, comprise
unsecured Notes of US$135 million repayable in March 2006 and
A$45 million drawn under a multi-option syndicated facility
agreement dated April 26, 2001.
Also outstanding at June 30, 2003, were A$190 million Reset
Preference Shares ("RPS"). Details of RPS issued and
outstanding at June 30, 2003, are contained in Financial
Statements - Note 16 - "Interest Bearing Liabilities".
Land, Buildings and Casino Licenses
Land, buildings and casino licenses at cost as shown in the
financial statements, includes costs of A$102 million
associated with the acquisition of the casino license for
Conrad Treasury.
Contingent Liabilities
From time to time the Consolidated Entity is the subject of
enquiries by various regulatory bodies. Management does not
believe that there are any such enquiries that would currently
have a material effect on the Company's results of operations
and financial position.
During the year ended June 30, 2003, the Australian Taxation
Office concluded its investigation into the use of prior
period tax losses by AWA Limited, controlled entity of
Jupiters Limited. The matter concluded in the favour of AWA
Limited and no financial penalties or loss were incurred.
Allowances (A$ in thousands)
<Table>
The Consolidated Entity has made the following allowances at June 30, 2001, 2002 and 2003:
Balance At Balance At Balance At Balance At
June 30, Deduc- June 30, Deduc- June 30, Deduc- June 30,
2000 Additions tions 2001 Additions tions 2002 Additions tions 2003
---------- ---------- ------ ---------- --------- ------ ---------- --------- ------ ---------
Allowance for Doubtful Debts 3,900 5,400 (1,200) 8,100 -- (825) 7,275 6,630 (1,433) 12,472
Allowance for Diminution in
Inventory Value 3,696 200 -- 3,896 2,132 (973) 5,055 507 (412) 5,150
Disposal of Centrebet Sports Betting Operations (A$ in
thousands)
In connection with the proposed merger of Jupiters and
TABCORP, on June 12, 2003, management committed to sell the
business of Centrebet Pty Ltd ("Centrebet") and determined
that the plan of sale criteria in FASB Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets," had been met. The carrying value of the assets of
Centrebet are disclosed in Note 28.
For the purposes of USGAAP the business operations of
Centrebet would be considered to be an asset held for sale
that represented a discontinuing operation at June 30, 2003.
The following income from continuing and discontinuing
operations would be presented for USGAAP:
June
2003 2002 2001
----------------------------------
Income from continuing operations before income tax under USGAAP A$107,805 A$135,600 A$73,463
Income taxes (34,325) (48,810) (34,676)
----------------------------------
Income from continuing operations under USGAAP 73,480 86,790 38,787
Income from operations of discontinued component under USGAAP 6,162 12,340 8,651
Income tax expense (2,880) (4,785) (3,634)
----------------------------------
Income from discontinued operations 3,282 7,555 5,017
Net income under US GAAP A$ 76,762 A$94,345 A$43,804
Basic earnings per share from continuing operations A36.5 cents A37.3 cents A16.0 cents
Diluted earnings per share from continuing operations A35.8 cents A37.3 cents A16.0 cents
Basic earnings per share from discontinuing operations A1.6 cents A3.2 cents A2.1 cents
Diluted earnings per share from discontinuing operations A1.4 cents A3.2 cents A2.1 cents
Interest Expense Net
"Interest Expense Net" is calculated as "Borrowing Costs" less
applicable "Interest from other persons".
Subsequent Event -- Unaudited
On September 29, 2003, Jupiters entered into a contract for
the sale of the business of Centrebet to the SportsOdds Group
for A$46.55 million. All conditions required to be met prior
to the sale of the Centrebet business have now been fulfilled
and settlement occurred on October 27, 2003. The Merger
Implementation Agreement between Jupiters and TABCORP provides
for the sale of the Centrebet business.
Note 29 refers to the proposed merger by way of schemes of
arrangement requiring approval of the Company's ordinary
shareholders, reset preference shareholders and option
holders. Approval of the various schemes of arrangement by
shareholders was given on October 24, 2003. At the date of
this report, the merger still required the approval of the
Queensland State Government.
F-32
ITEM 19. EXHIBITS
EXHIBIT NO. DESCRIPTION OF DOCUMENT
1.1 Constitution of Jupiters Limited, as amended.
2.1+ Indenture dated March 11, 1999 among Centrebet Pty Ltd, Jupiters
Custodian Pty Ltd, Jupiters Gaming Pty Ltd, Jupiters Machine Gaming Pty
Ltd, as subsidiary guarantors, Jupiters Limited and The Bank of New
York, as trustee (the "Indenture").
2.2* Supplemental Indenture dated August 12, 1999 among Jupiters Limited,
the then existing subsidiary guarantors under the Indenture,
jupiters.com Pty Ltd (now called Jupiters Internet Gaming Pty Ltd) and
The Bank of New York, as trustee, pursuant to which jupiters.com Pty
Ltd (now called Jupiters Internet Gaming Pty Ltd) became a party to,
and a subsidiary guarantor under, the Indenture.
2.3* First Amendment to the Indenture dated October 12, 1999 among Jupiters
Limited, the then existing subsidiary guarantors under the Indenture
and The Bank of New York, as trustee.
2.4* Supplemental Indenture dated April 19, 2000 among Jupiters Limited, the
then existing subsidiary guarantors under the Indenture, jupiters.com
Pty Ltd, AWA Limited and The Bank of New York, as trustee, pursuant to
which jupiters.com Pty Ltd and AWA Limited each became a party to, and
a subsidiary guarantor under, the Indenture.
2.5* Supplemental Indenture dated December 21, 2000 among Jupiters Limited,
the then existing subsidiary guarantors under the Indenture, Club
Gaming Systems Pty Ltd, Jupiters International Pty Ltd, AWA Gaming
Services Pty Ltd and AWA Wagering Systems Pty Ltd and The Bank of New
York, as trustee, pursuant to which Club Gaming Systems Pty Ltd,
Jupiters International Pty Ltd, AWA Gaming Services Pty Ltd and AWA
Wagering Systems Pty Ltd each became a party to, and a subsidiary
guarantor under, the Indenture.
2.6# Supplemental Indenture dated February 7, 2002, among Jupiters Limited,
the then existing subsidiary guarantors under the Indenture, Jupiters
UK Limited and The Bank of New York, as trustee, pursuant to which
Jupiters UK Limited became a party to, and a subsidiary guarantor
under, the Indenture.
2.7# Second Amendment to the Indenture dated April 15, 2002 among Jupiters
Limited, the then existing subsidiary guarantors under the Indenture
and The Bank of New York, as trustee.
4.1+ Jupiters Casino Agreement Act 1983, as amended, among the State of
Queensland, The Trustees Executors and Agency Company Limited and
Jupiters Management Limited.
4.2* Jupiters Casino Agreement Amendment Act 2000, assented to on November
17, 2000 among Jupiters Limited, Jupiters Custodian Pty Ltd and the
State of Queensland
4.3# Casino Agreements Legislation Amendment Act 2002, assented to on March
13, 2002 among Jupiters Limited, Jupiters Custodian Pty Ltd and the
State of Queensland.
4.4+ Brisbane Casino Agreement dated May 6, 1993, as amended, between the
State of Queensland and Jupiters Limited.
4.5# Foundation Agreement Termination Deed dated February 19, 2002 among
Jupiters Limited, BI Gaming Corporation and CSS/PSS Pty Ltd.
4.6+ Brisbane Management Agreement, as amended among Conrad International
Royalty Corporation, BI Gaming Corporation and Jupiters Limited.
1
4.7# Brisbane Management Agreement Amendment Deed dated July 23, 2002
between BI Gaming Corporation and Jupiters Limited.
4.8+ Second Management Agreement - Gold Coast, as amended among Conrad
International Royalty Corporation, BI Gaming Corporation, Jupiters
Limited and Jupiters Custodian Pty Ltd.
4.9# Gold Coast Management Agreement Amendment Deed dated July 23, 2002
among BI Gaming Corporation, Jupiters Limited and Jupiters Custodian
Pty Ltd.
4.10* Gold Coast Convention & Exhibition Centre Development Agreement dated
December 20, 2000 between Jupiters Limited and the State of Queensland.
4.11# Deed of Variation to Development Agreement dated August 27, 2001
between Jupiters Limited and the State of Queensland
4.12* Gold Coast Convention & Exhibition Centre Management Agreement dated
December 20, 2000 between Jupiters Limited and the State of Queensland.
4.13# Gold Coast Convention & Exhibition Centre Construction Contract dated
February 8, 2002 between Jupiters Limited and Multiplex Constructions
Pty Ltd excluding Schedules 2, 4-6, 8-22 Specifications and Drawings.
4.14* Jupiters Limited Executive Option Plan dated February 8, 2001.
4.15# Employment agreement between Jupiters Limited and Robert Hines dated
September 4, 2001 for an initial period of 5 years.
4.16# Syndicated Facility Agreement dated April 26, 2001 among Jupiters
Limited, as borrower, certain of its subsidiaries as guarantors,
Australia and New Zealand Banking Group Limited, Bank of Western
Australia Limited, BOS International (Australia) Limited and Westpac
Banking Corporation, as lenders, and Australia and New Zealand Banking
Group Limited, as agent.
4.17# Terms and Conditions of Jupiters Limited Reset Preference Shares as
included at Appendix A of the prospectus for the public offer of
Jupiters Limited Reset Preference Shares dated February 28, 2002.
4.18 Terms and Conditions of Jupiters Limited Reset Preference Shares as
included at Appendix A of the prospectus for the public offer of
Jupiters Limited Reset Preference Shares dated February 28, 2002 and
amended on June 12, 2003.
4.19 Merger Implementation Agreement between Jupiters Limited and TABCORP
Holdings Limited dated 12 June 2003.
6.1 Computation of Earnings per Share.
7.1 Computation of Ratio of Earnings to Fixed Charges.
8.1 List of Subsidiaries of Jupiters Limited (refer Item 17 - Financial
Statements - Note 24).
31.1 Certification by the Chief Executive Officer of Jupiters Limited in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by the Chief Financial Officer of Jupiters Limited in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification by the Chief Executive Officer of Jupiters Limited in
accordance with Section 906 of the Sarbanes-Oxley Act 2002
32.2 Certification by the Chief Financial Officer of Jupiters Limited in
accordance with Section 906 of the Sarbanes-Oxley Act 2002
2
# Incorporated by reference to the exhibits filed with Jupiters annual
report on Form 20-F dated October 31, 2002 (File No. 333-10374)
* Incorporated by reference to the exhibits filed with Jupiters annual
report on Form 20-F dated October 26, 2001 (File No. 333-10374)
+ Incorporated by reference to the exhibits filed with Jupiters
registration statement on Form F-4 dated May 24, 1999 (File No.
333-10374)
3
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
JUPITERS LIMITED
/s/ Laurence M. Carsley
------------------------
(Signature)
Laurence M. Carsley
Chief Financial Officer
Date: October 24, 2003