Managed By A n n u a l R e p o r t J u n e 2 0 1 1 P-‐REIT FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2011 CONTENTS CONTENTS Directors’ Report Corporate Governance Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of Changes in Net Assets Attributable to Unitholders Consolidated Cash Flow Statements Notes to the Financial Statements PAGE 3 8 13 14 15 17 18 19 20 21 P-REIT 2 Annual Report - For The Year Ended 30 June 2011 DIRECTORS’ REPORT DIRECTORS REPORT The Directors of RFML Limited (“the Responsible Entity”), the responsible entity of the P-‐REIT (“the Trust”, formerly RP Trust), present their report together with the report of the Trust and its controlled entity for the year ended 30 June 2011 and the auditor’s report thereon. DIRECTORS OF THE RESPONSIBLE ENTITY The Directors of the Responsible Entity at any time during or since the end of the financial year unless otherwise stated are: Seph Glew Seph has worked in the commercial property industry in NZ, the USA and Australia. Seph has driven large scale property development and financial structuring for over 30 years. In addition, since the early 1990s Seph has run many “turn-‐around” processes in relation to distressed properties and property structures for both private and institutional property owners. Seph holds a Bachelor of Commerce Degree, and while working for the Housing Corporation of New Zealand and then AMP, Seph qualified as a registered valuer. In the 1980s he served as an executive director with New Zealand based property group Chase Corporation and as a non-‐executive director with a number of other listed companies in New Zealand and Australia. Seph is also the Executive Chairman of Pelorus Stuart Brown Stuart has been involved in property investment for over 15 years. Stuart has run debt and equity raising in relation to listed and unlisted real estate structures with assets valued at over half a billion dollars. Stuart has worked in each of BlackWall Funds’ business units with responsibilities across funds management, property services and finance. Stuart oversees all aspects of BlackWall Funds’ operations. Previously, Stuart was Managing Director of formerly ASX listed Pelorus Property Group. In his earlier career, Stuart practised as a solicitor in the areas of real estate, mergers and acquisitions and corporate advisory with Mallesons and Gilbert + Tobin. Stuart is also a director of Pelorus Private Equity Limited. Tim Brown, appointed 30 June 2011 Tim is the Chief Financial Officer for BlackWall and its Funds. Tim is responsible for all aspects of groups financial reporting, debt management and accounting operations. He has a Bachelor of Commerce from the University of New South Wales, is a member of the Institute of Chartered Accountants of Australia and has a Graduate Diploma from the Financial Services Institute of Australasia. He spent 4 years with Deloitte in their middle market audit division working on a wide variety of SMEs. In 2002 he joined Lend Lease Corporation and held a number of finance roles across the Lend Lease portfolio from development and retail financial management to corporate treasury, including Treasury Manager for Lend Lease's European operations based in London. Paul Tresidder resigned as a director on 31 August 2010 and Judith Ryan resigned as a director on 30 June 2011. P-REIT Annual Report - For The Year Ended 30 June 2011 3 DIRECTORS’ REPORT continued DIRECTORS REPORT continued David Sellin was Company Secretary prior to Alex Breen being appointed from 20 October 2010 until 12 January 2011 when Don Bayly was appointed. Don has over 20 years compliance management experience. MEETING ATTENDANCES Attendance at the Responsible Entity’s board meetings held during the financial year are Director detailed below: Board Meetings Meetings Held Seph Glew Stuart Brown Paul Tresidder Judith Ryan Tim Brown (including as alternate for Judith Ryan) DIRECTORS’ RELEVANT INTERESTS 10 10 10 0 6 4 As at the date of this report the Directors’ relevant interests in units in the Trust are: Director Units Units (%) Shares (%) Seph Glew Stuart Brown Tim Brown PRINCIPAL ACTIVITIES 47,359,345 853,650 0 22.82% 0.41% 0% The Trust is a registered managed investment scheme incorporated and domiciled in Australia. The principal activity of the Trust and its controlled entity during the financial year was investing in income-‐producing properties. There were no significant changes in the principal activity during the financial year. OPERATING RESULTS The net result of the Trust for the financial period ended 30 June 2011 was a profit of $1.596 million (2010: loss of $10.947 million). This result is net of property revaluation increment of $1.2 million offset by write-‐downs in the value of the Trust’s financial assets by $1.046 million (2010: write down of $12.4 million). The underlying performance of the properties continues to be strong with properties fully leased across the portfolio. There was no requirement to provide for income tax as the Trust fully distributes its taxable income to unitholders. P-REIT 4 Annual Report - For The Year Ended 30 June 2011 DIRECTORS’ REPORT continued DIRECTORS REPORT continued DISTRIBUTIONS TO UNITHOLDERS No taxable distributions were paid during the year (2010: Nil). On 20 May 2011, the Trust acquired $3 million in the shares of BlackWall Property Funds Limited (“BlackWall’, related party of the Responsible Entity) and distributed the shares to unitholders as a return of capital. SIGNIFICANT CHANGES IN STATE OF AFFAIRS During the year the Trust acquired $30 million Bakehouse Bonds. These bonds are transferable, indexed to CPI and mature in 2020. The acquisitions were settled by the issue of 100 million units in the Trust. The Trust’s total bank debt as at 30 June 2011 was $57.88 million (2010: $58.672 million). Repayments totalling $792,300 were made during the year in accordance with the requirements of the new loan facility agreement with the lender. Details of the new loan facility agreement can be found in Note 13. Gearing at year end, measured as a ratio of total interest bearing liabilities over total assets was 48.1% (2010: 70.3%). Other than the above, there was no significant change in the state of affairs of the consolidated entity during the financial year. GOING CONCERN This financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Trust’s profit for the year was $1.596 million (2010: $10.947 million loss). The significant losses in previous periods were due mainly to the unrealised impairment losses recognised over investment properties. Previous impairments of investment properties are not seen to be reflective of the Trust’s profitability or ability to continue as a going concern in the future. During the year the Trust received approval for a 24-‐month extension of the Trust’s bank bill facilities. Consequently, the financier’s loans that are not due within 12 months of balance date have now been classified as non-‐current liabilities. The extension of the Trust’s debt facility is on the following terms: -‐ Total facility to be extended until 30 April 2013; -‐ Facilities are to incur a facility fee of 2.25% p.a. charged either monthly or quarterly; -‐ Amortisation of $1,100,000 due 30 September 2011, and then amortisation of $600,000 quarterly from 31 December 2011 until expiry; and, -‐ LVR of 65% to be achieved by 30 September 2011. P-REIT Annual Report - For The Year Ended 30 June 2011 5 DIRECTORS’ REPORT continued P-REIT 6 Annual Report - For The Year Ended 30 June 2011 DIRECTORS’ REPORT continued DIRECTORS REPORT continued EVENTS SUBSEQUENT TO BALANCE DATE AND LIKELY DEVELOPMENTS The Trust has lodged an application to be admitted to the official list of the Australian Securities Exchange. Other than as disclosed above and to the knowledge of Directors, there has been no other matter or circumstance that has arisen since the end of the financial year that has or may affect the Trust’s operations in future financial years, the results of those operations or the Trust’s state of affairs in future financial years. INDEMNITIES AND INSURANCE PREMIUMS FOR OFFICERS OR AUDITORS During the financial year the Responsible Entity has paid premiums to insure each of the Directors named in this report along with officers of that company against all liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director or officer of the company, other than conduct involving a wilful breach of duty in relation to the Responsible Entity. The Trust has not indemnified any officer or auditor of the Trust. AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s Independence Declaration is set out on page 14 and forms part of the Directors’ Report for the year ended 30 June 2011. ROUNDING The amounts contained in this report and in the annual financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Trust under ASIC Class Order 98/100 dated 10 July 1998. The Trust is an entity to which the Class Order applies. Signed in accordance with a resolution of the Board of Directors of RFML Limited, the Responsible Entity of P-‐REIT. Stuart Brown ______________________________ Chief Executive Officer Sydney, 28 September 2011 P-REIT Annual Report - For The Year Ended 30 June 2011 7 CORPORATE GOVERNANCE ASX Corporate Governance Principles and Recommendations The Board of Directors of the Responsible Entity is responsible for the corporate governance of the company. Given that P-‐REIT has applied to be listed, outlined below are the Responsible Entity’s corporate governance practices for the financial year addressing the ASX Corporate Governance Council’s Principles and Recommendations. Principle 1: Lay solid foundations for management and oversight The Responsible Entity RFML Limited has appointed BlackWall Property Funds Limited (BlackWall) as the investment manager for the purpose of managing the Assets. RFML Limited has appointed a Compliance Committee but for the purposes of corporate governance has largely adopted BlackWall’s policies and procedures. The Responsible Entity and BlackWall operate with a flat management structure. The chief executive officer and chief financial officer are involved in the day-‐to-‐day operations of the business. Decisions at the Board level and the assessment of executive performance are based on reports received from the chief executive officer and the consideration of issues by executive and non-‐executive directors at Board meetings. The Remuneration Committee (or full Board in absence of Remuneration Committee) will oversee the performance evaluation of the executive team. This will be based on specific criteria, including the business performance of the company, whether strategic objectives are being achieved and the development of management and personnel. Performance reviews of senior executives have taken place during the reporting period and they were in accordance with the process above. Principle 2: Structure the Board to add value The Directors monitor the business affairs of the Responsible Entity and BlackWall on behalf of the unitholders with a specific focus on the profitability of business activities and the efficiency of its managers. In keeping with this consideration, Board positions are held by a majority of members who are significant unitholders and its Chairman is a significant unitholder. The Responsible Entity and BlackWall have not therefore adopted recommendations 2.1 and 2.2 of the ASX Corporate Governance Council. The Board’s primary focus is on driving returns to unitholders by growing Net Tangible Assets and earnings per unit over the long term. The Board considers risk management and the ethical conduct of business. The Board is structured with a combination of skills and experiences outlined in the “Directors of Responsible Entity” section. The Board members’ skills and experience are consistent with the business operations that the Responsible Entity undertakes including: • • • Structured finance and fund management Property management and leasing Property development. The Responsible Entity does not foresee the Board composition changing in the near future and therefore has not established a nomination committee. The Board considers that the independence of a Director is not compromised simply by the fact that the Director is a significant investor in P-‐REIT. P-REIT 8 Annual Report - For The Year Ended 30 June 2011 Principle 3: Promote ethical and responsible decision making The Responsible Entity and BlackWall have a number of work groups that meet either weekly, fortnightly or monthly. Director and employee conduct and decision making is discussed at these meetings. The Responsible Entity and BlackWall have adopted a Code of Conduct, which can be accessed at BlackWall’s website when it lists. Directors and employees are encouraged to report any suspected unethical or irresponsible behavior to the chief executive officer. The Responsible Entity and BlackWall have adopted a Diversity Policy which can be accessed on the Responsible Entity and BlackWall’s website when it lists. Women Board Members Senior Executives Whole Organisation 0% 30% 50% The Responsible Entity and BlackWall have adopted a Share Trading Policy. The Responsible Entity imposes restrictions on its Directors and employees trading in P-‐ REIT securities when they are in possession of price-‐sensitive information that has not been published or made available to the general public. Principle 4: Safeguard integrity in financial reporting Financial reports are prepared by the chief financial officer in collaboration with senior management and the chief executive officer. The Board has established an audit committee and adopted an Audit Charter. The Audit Committee consists of the independent members of the Compliance Committee. Given the composition of the Board and the size of the company, ASX Recommendation 4.2 is not complied with in all respects. While the members are arguably if not technically independent they possess the necessary experience for the position. The Board takes the view that the committee as constituted can discharge its role effectively without the undue expense of appointing three members and an independent chairman. The committee reviews the auditing process for half-‐yearly and annual reports and meets prior to, during and post the audit to discuss. During meetings the committee minutes its roles and responsibilities in regards to the audit addressing the need for a formal charter. The committee has direct access to the auditor during the auditing period and the auditor attends the committee meetings. The committee may make recommendations to the Board. Principle 5: Make timely and balanced disclosures The Responsible Entity undertakes timely market disclosures. The chief executive officer in consultation with the Board will manage investor relations and the release of market sensitive information. Information is not published without at least two directors reviewing the disclosure or announcement. All relevant information will be published on the ASX and the Responsible Entity and BlackWall’s website and any financial results released include commentary from directors. The Responsible Entity will maintain a timetable for its compliance and periodic disclosure requirements. P-REIT Annual Report - For The Year Ended 30 June 2011 9 Principle 6: Respect the rights of unitholders • • • • • • The Responsible Entity undertakes a number of measures to ensure its unitholders are informed of its operations including: The executive director is available to meet or speak to unitholders; The non executive chairman and chief executive officer make themselves available to independent research houses, brokers and other participants in the financial markets; Maintaining an “Investor Key Dates” section on its website and updating the website continually; Making available P-‐REIT’s annual and half-‐yearly reports electronically via email and website; Enabling access to P-‐REIT’s external auditor at the Annual General Meeting; and Placing on its website all releases to the ASX and the media, and full notices of all meetings and company information on its website including access to archived information. Principle 7: Recognising and managing risk The Responsible Entity and BlackWall have adopted a Risk Management Policy. This policy outlines the key material risks faced by P-‐REIT. The Responsible Entity and BlackWall identify and manage risk through a framework managed by the executive director. Risks are reported to the Board by management at each Board meeting and the Chairman may call an extraordinary meeting when circumstances require. The Board has received confirmation from the chief executive officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control. Principle 8: Remunerate fairly and responsibly The Responsible Entity does not directly employ executives or staff. P-REIT 10 Annual Report - For The Year Ended 30 June 2011 UNITHOLDERS As at 30 September 2011 the Trust’s top 20 unitholdings were: Investor Units (‘000) Units % 1 2 3 4 5 6 7 8 Kirela Pty Ltd ATF Kirela Development Unit Trust Pelorus Private Equity Ltd Sandhurst Trustees Ltd ACF MacarthurCook PSF A/C Australian Executor Trustees Ltd (Tankstream Property Investments Fund) Pelorus Private Equity Ltd ATF Pelorus PIPES Trust No 5 BlackWall Property Funds Ltd Jagar Property Consultants Pty Ltd JP Morgan Nominees Australia Limited ACO Multiplex Income UPT Domestic Investments Trust TFML Limited 9 10 Trust Company of Australia Ltd ACF Diversified Property Fund Trust Company Superannuation Services Ltd11 12 Trust Company Limited ACF Recap Enhanced Income Fund Seno Management Pty Ltd 13 14 Harmareed Pty Ltd ATF The Reed Superannuation Fund Midhurst Associates Pty Ltd ATF Midhurst Superannuation Fund 15 16 Netwealth Investments Ltd (WRAP Services) 17 Netwealth Investments Ltd (Super Services) 18 Mr Andrew Craig Irvine & Mrs Beverle Frances Irvine Frogstorm Pty Ltd Eric, Gillian, Grant and Kim Joblin ATF The Joblin Family Superannuation Fund 19 20 38,375 23,801 22,582 19,238 11,440 9,573 6,540 5,515 5,000 4,842 3,880 3,770 2,444 2,160 1,817 1,774 1,380 18% 11% 11% 9% 6% 5% 3% 3% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1,151 854 1% 0.4% 800 0.4% As at 30 September 2011 the distribution of unitholders by size of holding was: Category No. of Holders 1-‐1,000 1,001-‐5,000 5,001-‐10,000 10,001-‐100,000 Total number of unitholders 100,001 and over 1 64 142 537 846 102 P-‐REIT has 100 unitholders of less than a marketable parcel. The Trust has 207,524,039 ordinary units on issue as at 30 September 2011. All units carry one vote per unit without restrictions. P-‐REIT has made an application to list on the ASX. P-REIT Annual Report - For The Year Ended 30 June 2011 11 P-‐REIT DETAILS The Responsible Entity’s details are as follows: Registered Office Principal Place of Business Telephone Fax Website Registry Storey Blackwood, Level 4, 222 Clarence Street, Sydney NSW 2000 Suite 3, 194 Varsity Parade, Varsity Lakes QLD 4227 02 9033 8611 02 9033 8600 www.blackwallfunds.com.au Computershare Investor Services Pty Limited Yarra Falls, 452 Johnson Street, Abbotsford, Victoria 3067 www.computershare.com.au P-REIT 12 Annual Report - For The Year Ended 30 June 2011 P-‐REIT DIRECTOR’S DECLARATION FOR THE YEAR ENDED 30 JUNE 2011 In the opinion of the Directors of RFML Limited, the Responsible Entity of P-‐REIT: (a) the financial statements and notes set out on pages 17 to 44 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards, Regulations 2001 requirements. and other mandatory professional the Corporations reporting (b) The financial statements comply with International Financial Reporting Standards as disclosed in Note 2. (c) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable. (d) the directors of the Responsible Entity have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and the chief financial officer for the financial year ended 30 June 2011. Signed in accordance with a resolution of the Board of Directors of the Responsible Entity. Stuart Brown Chief Executive Officer Sydney, 28 September 2011 P-REIT Annual Report - For The Year Ended 30 June 2011 13 P-REIT 14 Annual Report - For The Year Ended 30 June 2011 P-REIT Annual Report - For The Year Ended 30 June 2011 15 P-REIT 16 Annual Report - For The Year Ended 30 June 2011 P-‐REIT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011 REVENUE Rent Dividends & distributions Total Revenue Interest income EXPENSES Property outgoings Custodian fees Finance costs Administration expenses Other operating expenses Loss on disposal of assets Gain/(loss) on revaluation of properties Loss on revaluation of financial assets through profit and loss Operating expenses Loss on revaluation of derivative financial instruments Profit /(loss) for the year Other comprehensive income: Consolidated 2011 $’000 2010 $’000 Note 9,604 443 41 10,088 13,103 -‐ 33 13,136 4 (1,887) (20) (5,163) (967) (640) -‐ 1,231 (1,898) (15) (6,640) (1,059) (594) (1,458) (12,419) (917) (129) (8,492) 1,596 -‐ -‐ (24,083) (10,947) Gains on revaluation of available-‐for-‐sale financial assets Total comprehensive income for the year 353 1,949 -‐ (10,947) The accompanying notes form part of the Consolidated Statement of Comprehensive Income. P-REIT Annual Report - For The Year Ended 30 June 2011 17 P-‐REIT CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2011 CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS Other assets NON-‐CURRENT ASSETS Note 14a 5 6 Available-‐for-‐sale financial assets Financial assets at fair value through profit and loss TOTAL NON-‐CURRENT ASSETS Investment properties TOTAL ASSETS 7 8 9 CURRENT LIABILITIES Trade and other payables Other current liabilities TOTAL CURRENT LIABILITIES Borrowings NON-‐CURRENT LIABILITIES Derivative financial instruments TOTAL NON-‐CURRENT LIABILITIES Long-‐term borrowings TOTAL LIABILITIES (excluding net assets attributable to unitholders) 10 11 13(a) 12 13(b) Consolidated 2011 $’000 2010 $’000 450 75 512 1,037 1,067 121 504 1,692 38,309 2,522 78,375 120,243 119,206 5,000 -‐ 76,775 83,467 81,775 411 71 2,900 3,382 129 54,980 55,109 603 52 58,672 59,327 -‐ -‐ -‐ 58,491 59,327 Net assets attributable to unitholders TOTAL LIABILITIES 61,752 120,243 24,140 83,467 The accompanying notes form part of the Consolidated Statement of Financial Position. P-REIT 18 Annual Report - For The Year Ended 30 June 2011 P-‐REIT STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO UNITHOLDERS FOR THE YEAR ENDED 30 JUNE 2011 2011 Number of units on issue ‘000 Accumu-‐ lated losses $’000 Asset revalua-‐ tion reserve Issued capital $’000 Total $’000 Balance 1 July 2010 Issue of units Issue costs Return of capital Sub-‐total Comprehensive income: Net profit/(loss) for the year Fair value adjustment of available-‐for-‐sale financial assets Distributions paid Balance at 30 June 2011 79,123 128,401 -‐ -‐ 207,524 -‐ -‐ -‐ (46,203) -‐ -‐ -‐ (46,203) 1,596 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 353 -‐ 70,343 38,695 (32) (3,000) 106,006 -‐ -‐ -‐ 24,140 38,695 (32) (3,000) 59,803 1,596 353 -‐ 207,524 (44,607) 353 106,006 61,752 2010 Number of units on issue ‘000 Accumu-‐ lated losses $’000 Asset revalua-‐ tion reserve Issued capital $’000 Total $’000 Balance 1 July 2009 Issue of units Sub-‐total Comprehensive income: Net profit/(loss) for the year Distributions paid Balance at 30 June 2010 66,691 12,432 (35,256) -‐ 79,123 (35,256) -‐ -‐ (10,947) -‐ 79,123 (46,203) -‐ -‐ -‐ -‐ -‐ -‐ 65,343 5,000 30,087 5,000 70,343 35,087 -‐ -‐ (10,947) -‐ 70,343 24,140 The accompanying notes form part of the Statement of Changes in Net Assets Attributable to Unitholders. P-REIT Annual Report - For The Year Ended 30 June 2011 19 P-‐REIT CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011 CASH FLOWS FROM OPERATING ACTIVITIES Consolidated 2010 $’000 2011 $’000 Note Receipts from customers Distributions received Interest received Payments to suppliers and employees Finance costs NET CASH FROM OPERATING ACTIVITIES 10,290 373 41 (4,693) (5,074) 13,079 -‐ 33 (4,703) (6,945 CASH FLOWS FROM INVESTING ACTIVITIES 14(b) 937 1,464 Proceeds from sale of investments Purchase of investments in securities Payments for investments in properties NET CASH FROM/(USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Issue costs Repayment of borrowings NET CASH USED IN FINANCING ACTIVITIES -‐ (700) (30) 52,070 -‐ -‐ (730) 52,070 (32) (792) -‐ (54,397) (824) (54,397) Net increase/(decrease) in cash and cash equivalents (617) (863) Cash and cash equivalents at the beginning of the year 1,067 1,930 CASH AND CASH EQUIVALENTS AT END OF THE YEAR 14(a) 450 1,067 The accompanying notes form part of the Consolidated Statement of Cash Flows. P-REIT 20 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 1 – GENERAL INFORMATION The P-‐REIT is a registered managed investment scheme incorporated under the Corporations Act 2001 in Australia. The consolidated financial report as at the year ended 30 June 2011 comprises the P-‐REIT and its subsidiary the Yandina Sub-‐trust, a discretionary trust established and domiciled in Australia (together referred to as the “Trust”). RFML Limited is the Responsible Entity and TFML Limited is the investment manager of the Trust. Trust Company Limited is the Custodian of the Trust (the Custodian). The relationship of these parties with the Trust is governed by the terms and conditions specified in the Constitution. The financial report for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of the board of directors of the Responsible Entity on 28 September 2011. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the material accounting policies adopted by the Trust in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Statement of Compliance The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. The financial report of the Trust complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Basis of preparation Reporting basis and conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-‐current assets and financial assets and liabilities for which the fair value basis of accounting has been applied. Going concern This financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. P-REIT Annual Report - For The Year Ended 30 June 2011 21 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Going concern continued The Trust’s profit for the year was $1.596 million (2010: $10.947 million loss). The significant losses in previous periods were due mainly to the unrealised impairment losses recognised over investment properties. Previous impairments of investment properties are not seen to be reflective of the Trust’s profitability or ability to continue as a going concern in the future. During the year the Trust received approval for a 24-‐month extension of the Trust’s bank bill facilities. Consequently, the financier’s loans that are not due within 12 months of balance date have now been classified as non-‐current liabilities. The extension of the Trust’s debt facility is on the following terms: -‐ Total facility to be extended until 30 April 2013; -‐ Facilities are to incur a facility fee of 2.25% p.a. charged either monthly or quarterly; -‐ Amortisation of $1,100,000 due 30 September 2011, and then amortisation of $600,000 quarterly from 31 December 2011 until expiry; and, -‐ LVR of 65% to be achieved by 30 September 2011. Should the Trust not meet the LVR covenants of the facility a review event may be triggered. Should this occur, the Trust’s ability to continue as a going concern becomes dependent upon the continued support of its financiers. It should be noted, however that the Trust does have positive net assets of $61.8m and as a result directors are confident of the Trust’s ability to continue as a going concern. The Trust has a deficiency in total current assets of $1.037 million (2010: $1.692 million) over total current liabilities of $3.382 million (2010: $59.327 million). The Directors believe that through the ability of the Trust to generate sufficient future operating cashflows and the Trust raising funds through asset sales if necessary it is appropriate the financial report be prepared on a going concern basis. Notwithstanding the above, management has prepared the financial report on a going concern basis as they regularly monitor the Trust’s cash position and consider a number of strategic and operational plans and initiatives currently in place will ensure that adequate funding continues to be available to the Trust to meet its objectives and financial obligations. Comparative figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Any change of presentation has been made in order to make the financial statements more relevant and useful to the user. Principles of consolidation Controlled entity The consolidated financial statements comprise the financial statements of P-‐REIT and its subsidiary as at 30 June 2011. Details of the controlled entity are contained in Note 17 to the financial statements. The controlled entity has a June financial year-‐end and uses consistent accounting policies. P-REIT 22 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Principles of consolidation continued Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased. A controlled entity is an entity P-‐REIT has the power to control the financial and operating policies of so as to obtain benefits from its activities. Inter-‐company balances All inter-‐company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Critical accounting estimates and judgments General The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. Key estimates – impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Available-‐for-‐sale financial assets The Trust’s investments in unlisted managed investment schemes are classified as available-‐ for-‐sale financial assets except for the Trust’s investments in the BlackWall Pub Group, refer below. Subsequent to initial recognition at cost, available-‐for-‐sale financial assets are measured at fair value and changes therein are recognised in Asset Revaluation Reserve in net assets attributable to unitholders. When an investment is derecognised, the cumulative gain or loss in the Asset Revaluation Reserve is transferred to the Statement of Comprehensive Income as a realised gain or loss. For investments held by the Trust in unlisted managed investment schemes, fair value is determined by reference to the published redemption price of those unlisted managed investment schemes at the reporting date. P-REIT Annual Report - For The Year Ended 30 June 2011 23 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Financial assets at fair value through profit and loss Investments in financial assets at fair value through profit and loss are initially and in subsequent periods carried at fair value. Gains or losses arising from changes in the fair value are presented in the statement of comprehensive income in the period in which they arise. Distribution income from financial assets accounted at fair value through the profit and loss is recognised in the statement of comprehensive income as part of revenue. Investment properties Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day-‐to-‐day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which is based on active market prices, adjusted if necessary, for any difference in the nature, location or condition of the specific asset at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the year in which they arise. Included in the value measurement are adjustments for straight lining of lease income. Impairment of asset At each reporting date the Trust reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that these assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less cost to sell at value-‐in-‐use, is compared to the asset’s carrying value. In assessing value in use, either the estimated future cash flows are discounted to their present value using a pre-‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the income of the asset is capitalised at its relevant capitalisation rate. An impairment loss is recognised if the carrying value of an asset exceeds its recoverable amount. Impairment losses are expensed to the income statement. Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. P-REIT 24 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Financial instruments Non-‐derivative financial instruments Non-‐derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-‐derivative financial instruments are recognised at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-‐derivative financial instruments are measured as described below. Recognition A financial instrument is recognised if the Trust becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Trust's contractual rights to the cash flow from the financial assets expire or if the Trust transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Trust commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Trust's obligations specified in the contract expire or are discharged or cancelled. Loans and receivables Loans and receivables including loans to related entities are non-‐derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method. Gains and losses are recognised in profit and loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Financial liabilities Non-‐derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Fair value The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the balance date. For investments in related party unlisted unit trusts, fair values are determined by reference to published unit prices of these investments which are based on the net tangible assets of each of the investments. P-REIT Annual Report - For The Year Ended 30 June 2011 25 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Financial instruments continued Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. A financial instrument is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. In the case of available-‐for-‐sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. An impairment loss in respect of a financial instrument measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-‐for-‐sale financial asset is calculated by reference to its fair value. Individually significant financial instruments are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. Impairment losses are recognised in the income statement. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial instruments measured at amortised cost, the reversal is recognised in profit and loss. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-‐ term highly liquid investment with original maturities of three months or less, and bank overdrafts. Trade and other receivables Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when there is objective evidence that the Group will not be able to collect the receivable. Financial difficulties of the debtor and default payments are considered objective evidence of impairment. Bad debts are written off when identified as uncollectible. Trade and other payables Liabilities for trade creditors are carried at cost which is the fair value of the consideration to be paid in the future for goods or services received, whether or not billed to the Trust at balance date. The amounts are unsecured and are usually paid within 30 days of recognition. P-REIT 26 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Interest-‐bearing liabilities Interest-‐bearing liabilities are initially recognised at fair value less any related transaction costs. Subsequent to initial recognition, interest-‐bearing borrowings are stated at amortised cost. Provisions Provisions are recognised when the Trust has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Where the Trust expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Revenue Property income Property income comprises rental and recovery of outgoings from property tenants. Rental income from investment properties is accounted for on a straight-‐line basis over the lease term. Lease incentives granted are recognised as an integral part of the total rental income. Investment income Finance income comprises interest on funds invested, gains on the disposal of available-‐for-‐sale financial assets and changes in the fair value of financial assets at fair value through profit and loss. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend revenue is recognised when the right to receive a dividend has been established, which in the case of quoted securities is the ex-‐dividend date. All revenue is stated net of the amount of goods and services tax (GST). Goods and services tax Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Offices (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the Cash flow Statement on a gross basis except for the GST component of investing and financing activities, which are disclosed as operating cash flows. P-REIT Annual Report - For The Year Ended 30 June 2011 27 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued Property operating expenses Property expenses such as rates, taxes, and other property outgoings in relation to investment property are recognised on an accrual basis when incurred. Income tax Under current income tax legislation the Trust is not liable for taxation where the taxable income is distributed in full to unitholders. Tax allowances for building and plant and equipment depreciation are distributed to unitholders in the form of tax deferred components of distributions. Application of new and revised Accounting Standards The Trust has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Trust from the adoption of these Accounting Standards and Interpretations are disclosed in the relevant accounting policy. The adoption of these Accounting Standards and Interpretations did not have any impact on the financial performance or position of the Trust. The following Accounting Standards and Interpretations are most relevant to the Trust: AASB 2009-‐5 Amendments to Australian Accounting Standards arising from the Annual Improvements Project The Trust has applied AASB 2009-‐5 amendments from 1 July 2010. The amendments result in some accounting changes for presentation, recognition or measurement purposes, while some amendments that relate to terminology and editorial changes had no or minimal effect on accounting. The main changes were: AASB 101 'Presentation of Financial Statements' -‐ classification is not affected by the terms of a liability that could be settled by the issuance of equity instruments at the option of the counterparty; AASB 107 'Statement of Cash Flows' -‐ only expenditure that results in a recognised asset can be classified as a cash flow from investing activities; AASB 117 'Leases' -‐ removal of specific guidance on classifying land as a lease; AASB 118 'Revenue' -‐ provides additional guidance to determine whether an entity is acting as a principal or agent; and AASB 136 'Impairment of Assets' -‐ clarifies that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in AASB 8 'Operating Segments' before aggregation for reporting purposes. P-REIT 28 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Trust for the annual reporting period ended 30 June 2011. The Trust's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Trust, are set out below. AASB 9 Financial Instruments, 2009-‐11 Amendments to Australian Accounting Standards arising from AASB 9 and 2010-‐7 Amendments to Australian Accounting Standards arising from AASB 9 This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013 and completes phase I of the IASB's project to replace IAS 39 (being the international equivalent to AASB 139 'Financial Instruments: Recognition and Measurement'). This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. To be classified and measured at amortised cost, assets must satisfy the business model test for managing the financial assets and have certain contractual cash flow characteristics. All other financial instrument assets are to be classified and measured at fair value. This standard allows an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-‐for-‐trading) in other comprehensive income, with dividends as a return on these investments being recognised in profit or loss. In addition, those equity instruments measured at fair value through other comprehensive income would no longer have to apply any impairment requirements nor would there be any ‘recycling’ of gains or losses through profit or loss on disposal. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. The Trust will adopt this standard from 1 July 2013 but the impact of its adoption is yet to be assessed by the Trust. AASB 2010-‐4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project These amendments are applicable to annual reporting periods beginning on or after 1 January 2011. These amendments are a consequence of the annual improvements project and make numerous non-‐urgent but necessary amendments to a range of Australian Accounting Standards and Interpretations. The amendments provide clarification of disclosures in AASB 7 'Financial Instruments: Disclosures', in particular emphasis of the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instrument; clarifies that an entity can present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes in accordance with AASB 101 'Presentation of Financial Instruments'; and provides guidance on the disclosure of significant events and transactions in AASB 134 'Interim Financial Reporting'. The adoption of these amendments from 1 July 2011 will not have a material impact on the Trust. P-REIT Annual Report - For The Year Ended 30 June 2011 29 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES continued New Accounting Standards and Interpretations not yet mandatory or early adopted continued AASB 2010-‐5 Amendments to Australian Accounting Standards These amendments are applicable to annual reporting periods beginning on or after 1 January 2011. These amendments makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of International Financial Reporting Standards by the International Accounting Standards Board. The adoption of these amendments from 1 July 2011 will not have a material impact on the Trust. ASB 124 Related Party Disclosures (December 2009) This revised standard is applicable to annual reporting periods beginning on or after 1 January 2011. This revised standard simplifies the definition of a related party by clarifying its intended meaning and eliminating inconsistencies from the definition. The definition now identifies a subsidiary and an associate with the same investor as related parties of each other; entities significantly influenced by one person and entities significantly influenced by a close member of the family of that person are no longer related parties of each other; and whenever a person or entity has both joint control over a second entity and joint control or significant influence over a third party, the second and third entities are related to each other. This revised standard introduces a partial exemption of disclosure requirement for government-‐related entities. The adoption of this standard from 1 July 2011 will not have a material impact on the Trust. AASB 2010-‐6 Amendments to Australian Accounting Standards -‐ Disclosures on Transfers of Financial Assets These amendments are applicable to annual reporting periods beginning on or after 1 July 2011. These amendments add and amend disclosure requirements in AASB 7 about transfer of financial assets, including the nature of the financial assets involved and the risks associated with them. The adoption of these amendments from 1 July 2011 will increase the disclosure requirements on the Trust when an asset is transferred but is not derecognised and new disclosure required when assets are derecognised but the Trust continues to have a continuing exposure to the asset after the sale. AASB 2010-‐8 Amendments to Australian Accounting Standards-‐ Deferred Tax: Recovery of Underlying Assets These amendments are applicable to annual reporting periods beginning on or after 1 January 2012 and a practical approach for the measurement of deferred tax relating to investment properties measured at fair value, property, plant and equipment and intangible assets measured using the revaluation model. The measurement of deferred tax for these specified assets is based on the presumption that the carrying amount of the underlying asset will be recovered entirely through sale, unless the entity has clear evidence that economic benefits of the underlying asset will be consumed during its economic life. The Trust is yet to quantify the tax effect of adopting these amendments from 1 July 2012. P-REIT 30 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 3 -‐ SEGMENT REPORTING The Trust has identified its operating segments based on the internal reports that are reviewed and used by the executive management team in assessing performance and in determining the allocation of resources. The Trust ‘s reportable segments under AASB 8 are therefore as follows: Direct Property – ownership and leasing out of commercial and retail properties in New South Wales and Queensland. Other Investments – investments in property-‐related securities and debt instruments for the purpose of earning income through distributions and capital growth. Segment information The following is an analysis of the Trust’s revenue and results from operations, assets, and liabilities by reportable segment: 30 June 2011 Revenue Revenue from external customers Total segment revenue Segment operating profit Fair value adjustments -‐ investments Fair value adjustments – derivatives Finance costs Net profit Segment assets Segment liabilities 30 June 2010 Revenue Revenue from external customers Total segment revenue Segment operating profit Decrease in fair value of investments Loss on sale of investments Finance costs Net profit Segment assets Segment liabilities Direct Property $’000 Other Investments $’000 Unallo-‐ cated $’000 9,604 9,604 6,160 1,231 (129) (5,107) 2,155 79,343 58,457 443 443 373 (917) -‐ (56) (600) 40,900 34 41 41 41 -‐ -‐ -‐ 41 -‐ -‐ Direct Property $’000 Other Investments $’000 Unallo-‐ cated $’000 -‐ -‐ (146) -‐ -‐ -‐ (146) 5,000 -‐ 33 33 33 -‐ -‐ -‐ 33 -‐ -‐ 13,103 13,103 9,537 (12,419) (1,312) (6,640) (10,834) 78,467 59,327 P-REIT Total $’000 10,088 10,088 6,574 314 (129) (5,163) 1,596 120,243 58,491 Total $’000 13,136 13,136 9,424 (12,419) (1,312) (6,640) (10,947) 83,467 59,327 Annual Report - For The Year Ended 30 June 2011 31 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 4 -‐ REVENUE Operating activities Rent Dividends and distributions Interest Total revenue NOTE 5 -‐ TRADE AND OTHER RECEIVABLES Trade receivables Distribution receivable NOTE 6 -‐ OTHER ASSETS Consolidated 2011 $’000 2010 $’000 9,604 443 41 10,088 13,103 -‐ 33 13,136 6 69 75 121 -‐ 121 Prepayments NOTE 7 – AVAILABLE FOR SALE FINANCIAL ASSETS 512 504 Investments in unlisted managed investment schemes Debt instruments -‐ Bakehouse CPI indexed transferable bonds (i) 8,309 30,000 38,309 5,000 -‐ 5,000 (i) The bonds acquired during the year expire in 2020 and pay a 5.5% per annum coupon on the original $30 million principal. The principal is to be indexed to CPI. The bonds are secured against and are recoursed to a second mortgage over income producing property known as the Bakehouse Quarter located at North Strathfield, NSW. Interest will be accrued from 1 July 2011 in accordance with the terms of the bond issue. Consolidated 2011 $’000 2010 $’000 NOTE 8 – FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS Investments – BlackWall Pub Group (i) (i) 2,522 -‐ The Trust holds a 36.8% interest in the BlackWall Pub Group, a related entity. P-REIT 32 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 9 -‐ INVESTMENT PROPERTIES Chancellor Homemaker Centre Silver @ The Exchange APN Yandina BlueScope Coolum Eye Hospital ACT Total APN Toowoomba Movements in investment properties Balance at the beginning of the financial year Additions during the year Disposals during the year: -‐ Noosa Gateway * -‐ Telstra House -‐ Chancellor Village Convenience Centre Balance at the end of the financial year Revaluation of investment properties Consolidated 2011 $’000 2010 $’000 19,900 18,000 23,100 4,375 7,300 78,375 5,700 76,775 369 -‐ -‐ -‐ 78,375 1,231 19,900 16,400 23,100 4,375 7,300 76,775 5,700 137,610 -‐ (10,850) (32,000) (5,800) 76,775 (12,185) * The Trust disposed of the economic interest in the Telstra House property but retains legal title. Investment properties are carried at fair value based on independent valuations. Directors’ valuations are prepared at each balance date where an independent valuation has not been obtained. All investment properties were independently valued in June 2010. Valuations are performed by registered independent valuers based on an active market and with reference to the purchase price plus acquisition costs such as stamp duty, legal and professional costs, and capital expenditures since acquisition. The valuations are also based on common valuation methodologies including capitalisation rate and discounted cash flow approaches while active market was arrived at by reference to recent market sales of similar properties around the • area. Capitalisation rate (initial yield) used per property follows: Chancellor Homemaker Silver @ The Exchange Canberra Eye Hospital APN Yandina Coolum APN Toowoomba 9.00% 10.5% 8.75% 9.25% 8.50% 9.00% For the current financial year, the directors believe that the carrying value of the investment properties approximates their market value and hence have adopted the latest independent valuation except for Silver @ The Exchange. Silver @ The Exchange was revalued by the directors based on a new lease with a major tenant at a much improved lease rental rate than was assumed in the independent valuation. The same capitalisation rate has been adopted as was used in the independent valuation. P-REIT Annual Report - For The Year Ended 30 June 2011 33 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 10 -‐ TRADE AND OTHER PAYABLES Trade and other creditors Accrued expenses NOTE 11 – OTHER CURRENT LIABILITIES Unearned income NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS Interest rate swap contracts – at fair value Details of the swaps are shown in Note 13. NOTE 13 – INTEREST-‐BEARING LIABILITIES (a) Current Secured bank bill facilities (b) Non-‐current Secured bank bill facilities (i) (i) Consolidated 2011 $’000 2010 $’000 275 136 411 71 129 511 92 603 52 -‐ 2,900 58,672 54,980 -‐ The borrowings are secured by a charge over the investment properties described in Note 8. During the financial year $792,300 of debt has been repaid to the Trust’s lenders. Average interest rate on the loans for the year was 7.81%. During the year the responsible entity negotiated the extension of the Trust’s debt facility on the following terms: -‐ Total facility to be extended until 30 April 2013 -‐ Facilities are to incur a facility fee of 2.25% p.a. charged either monthly or quarterly -‐ Amortisation of $1,100,000 due 30 September 2011, and then amortization of $600,000 quarterly from 31 December 2011 until expiry. -‐ LVR of 65% to be achieved by 30 September 2011 The following hedges are in place over the facility: -‐ $10m fixed at 6.53% to October 2011 -‐ $7.08m fixed at 6.65% to October 2011 -‐ $17m capped at 6.5% to October 2012, $47k cap premium payable quarterly to Oct 2012 -‐ $10m swapped at 5.26% to June 2014 -‐ $10m swapped at 5.22% to June 2014 P-REIT 34 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 14 – CASH FLOW INFORMATION Consolidated 2011 $’000 2010 $’000 (a) Reconciliation of cash Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items in the balance sheet as follows: Cash and cash equivalents 450 1,067 (b) Reconciliation of cash flow from operations with profit/(loss) after income tax Profit/(loss) after income tax Non-‐cash items 1,596 (10,947) Unrealised (gain)/loss on investments Straightlined rental income Amortisation of borrowing costs Changes in assets and liabilities (Increase)/decrease in assets: Trade and other receivables Prepayments Increase/(decrease) in liabilities: Trade and other payables Unearned income Net cash from operating activities NOTE 15 – AUDITOR’S REMUNERATION ESV Chartered Accountants -‐ Audit services -‐ Other services Total (185) (339) -‐ 38 -‐ (191) 19 937 $ 12,419 (234) -‐ 136 (281) 436 (65) 1,464 $ 45,668 14,900 60,568 41,811 2,670 44,481 P-REIT Annual Report - For The Year Ended 30 June 2011 35 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 16 – RELATED PARTY DISCLOSURES Related parties The Trust is managed by RFML Limited as responsible entity and TFML Limited as investment manager. The Directors of RFML Limited and TFML Limited are key management personnel of this entity. The names of persons holding position of Directors of RFML Limited during the year until the signing of this report unless otherwise stated are: Joseph Glew Stuart Brown Paul Tresidder, resigned 31 August 2010 Judith Ryan, appointed 31 August 2010, resigned 30 June 2011 Tim Brown, appointed 30 June 2011 The names of persons holding position of Directors of TFML Limited during the year until the signing of this report unless otherwise stated are: Seph Glew Stuart Brown Robin Tedder, appointed 18 August 2010 Richard Hill, appointed 18 August 2010 Paul Tresidder, appointed 18 August 2010, resigned 31 January 2011 Guy Wynn, appointed 18 August 2010, resigned 31 January 2011 Director related transactions During the year the Trust acquired units in the following funds. The responsible entity and/or investment manager of the funds and of the Trust have common directors. Fund Responsible entity/ Investment manager Unitholdings Distributions received ($) BlackWall Storage Fund BlackWall Pub Group TFML Limited TFML Limited 260,000 22,923,810 17,875 -‐ BlackWall Penrith Fund No 2 TFML Limited 1,000,000 93,350 WRV Unit Trust TFML Limited 125,000 24,308,810 -‐ 111,225 The Trust also acquired Bakehouse bonds held at $30 million. TFML Limited is the manager of the bonds. Further details can be found in Note 7. On 20 May 2011, the Trust acquired $3 million shares in BlackWall Property Funds Limited (BlackWall) and distributed the shares to its unitholders as a return of capital. BlackWall and RFML Limited have common directors. P-REIT 36 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 16 – RELATED PARTY DISCLOSURES continued The direct, indirect and beneficial holdings of director-‐related entities in the units of the Trust are: Fund Common directors Unitholdings 2011 2010 Pelorus Private Equity Ltd BlackWall Property Funds Ltd Tankstream Property Investments Fund Kirela Pty Ltd ATF Kirela Development Unit Trust TFML Limited Pelorus Pipes Trust No 5 Frogstorm Pty Ltd Lymkeesh Pty Ltd Jagar Property Consultants Seno Management Pty Ltd Related party transactions J Glew, P Tresidder, S Brown, G Wynn, R Tedder, R Hill 24,226,324 J Glew, S Brown, R Tedder, R Hill 9,573,489 J Glew, S Brown, R Tedder, R Hill 19,238,234 -‐ -‐ -‐ J Glew, P Tresidder J Glew, S Brown, R Tedder, R Hill Stuart Brown Paul Tresidder J Glew, P Tresidder J Glew 38,375,281 5,000,000 12,672,507 853,650 493,611 6,539,664 2,471,560 119,444,320 -‐ -‐ 12,431,626 -‐ -‐ -‐ -‐ 12,431,626 Responsible entity/investment manager remuneration In accordance with the terms of the Trust Constitution and the product disclosure statement, the responsible entity or investment manager is entitled to receive a management fee based on a specified percentage of the value of the Trust’s assets. Total management fees paid during the year were $696,074 (2010: $817,934). Custodian remuneration The Custodian is Trust Company Limited. Custody fee is based on 0.025% of the gross asset value of the Trust, with a minimum of $15,000. During the year, the custodian was paid $19,838 (2010: $15,018) in the including custody fees and out-‐of-‐pocket expenses performance of its duties. Other related party remuneration incurred The property manager, BlackWall Property Management Services Pty Ltd, received $308,361 (2010: $430,618) in property management fees, leasing and property accounting fees. TFML Limited was paid $56,250 (2010: $125,000) in capital raising fees and $319,000 in arranging the extension of the Trust’s loan facilities. WTSO Pty Ltd (formerly DDT Projects Ltd), a related party of the asset manager, provided architectural services to the Trust and was paid $8,663 (2010: $3,895). Director’s remuneration – Executive Directors No salary, cash bonus or monetary benefit was paid out of the Trust’s assets to the Directors of the Responsibility Entity during the period. P-REIT Annual Report - For The Year Ended 30 June 2011 37 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 16 -‐ PARENT ENTITY DISCLOSURES As at and for the year ended 30 June 2011 the parent entity of the Trust was P-‐REIT. Results of the parent entity Profit/(loss) for the year Other comprehensive income Total comprehensive income for the year Financial position of the parent entity Current assets Total assets Current liabilities Total liabilities Parent 2011 $’000 1,596 353 1,949 991 122,659 3,326 59,587 2010 $’000 (10,947) -‐ (10,947) 1,610 85,847 60,386 60,386 Net assets attributable to unitholders Parent entity contingencies 63,072 25,460 Other than as disclosed in Note 19, the parent entity has no other contingencies as at 30 June 2011 (2010: nil). Parent entity capital commitments The parent entity has not entered into any capital commitments as at 30 June 2011 (2010: nil). Country of NOTE 17 – CONTROLLED ENTITY Incorporation Percentage Owned (%) 2011 2010 Subsidiary of P-‐REIT: Yandina Sub-‐Trust NOTE 18 -‐ EVENTS SUBSEQUENT TO BALANCE DATE Australia 100% 100% See Directors’ report. Other than as disclosed above and to the knowledge of Directors, there has been no other matter or circumstance that has arisen since the end of the financial year that has or may affect the Trust’s operations in future financial years, the results of those operations or the Trust’s state of affairs in future financial years. P-REIT 38 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 19 – CONTINGENT ASSETS/LIABILITIES MacarthurCook Property Securities Fund (MPS) As disclosed to the market on 14 May 2010, one of the Investors in the Trust, MacarthurCook Fund Management Limited in its capacity as responsible entity of the ASX-‐listed MacarthurCook Property Securities Fund (MPS), commenced legal proceedings against RFML Limited both in its capacity as the Responsible Entity of the Trust and in its personal capacity. MPS is claiming a right to redeem 15 million of the 22.6 million units it holds in the Trust in priority to all other unitholders at a price of $1 per unit. MPS’s claim relates to a series of contracts entered into from October 2006 (prior to the current management’s involvement in the Trust) with respect to MPS’s investment in the Trust. Current management disputes the claim and is defending the action. P-‐REIT is in the process of filing its evidence and the matter is expected to be set down for hearing within the next six months. If MPS is successful in its action the Trust will be forced to sell assets to satisfy MPS’s claim and the costs of the court proceedings. In this circumstance the net tangible asset value of units in the Trust may reduce in value and any income distributions may also reduce or need to be suspended. The total value of MPS’s claim exceeds $18 million. Management is of the view that the claim has little prospect of success, however should the legal proceedings be pursued to their fullest extent, significant non-‐recoverable legal costs will be incurred by the Trust. The Trust has incurred $276,319 in legal costs pursuing this matter. Other In early 2010 the Trust received notification of a potential claim by the vendor of a Trust asset. The claim relates to certain performance hurdles in the contract for the sale of land under which the asset was acquired. The Trust disputes the claim but, in an effort to have the matter resolved at minimum cost, the Trust lodged an amount of $301,000 with its solicitor’s trust account pending a mediation of the issue. The claimant has refused to enter into an arrangement for mediation within a reasonable time and as a consequence the Trust has lodged a statement of claim in the District Court of NSW for the return of the money held in trust. The maximum liability of the Trust should the claimant’s claim be proved is less than $301,000. There are no other contingent liabilities or contingent assets as at 30 June 2011 which require disclosure in the financial statements. P-REIT Annual Report - For The Year Ended 30 June 2011 39 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 20 – FINANCIAL INSTRUMENTS Financial Risk Management The main risks the Trust is exposed to through its financial instruments are liquidity risk, interest rate risk, and credit risk. The Trust's principal financial instruments are cash and other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. This note presents information about the Trust’s exposure to each of the above risks, their objectives, policies, and processes for measuring and managing risk, and the management of capital. The Board of Directors of the Responsible Entity has overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors and senior management set appropriate risk limits and controls, and monitor risks and adherence to limits. Through training and management standards and procedures, they aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Changes in market conditions and the Trust’s activities are monitored with respect to the Trust’s risk profile. Liquidity risk Vigilant liquidity risk management requires the trust to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The trust manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Liquidity risk is managed on a daily basis by the Responsible Entity in accordance with their policies and procedures. The Trust’s constitution provides for redemption of units and is therefore exposed to liquidity risk of meeting redemptions. The RE has suspended redemptions at this time in response to this risk. Interest rate risk The Trust has exposure to market risk for changes in interest rates on long-‐term borrowings. Borrowings at variable rate expose the Trust to cash flow interest rate risk. This risk is managed by the Trust by entering into hedging transactions with financial institutions as detailed in Note 13. Credit risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. Credit risk for financial instruments arises from the potential failure by counter-‐parties to the contract to meet their obligations. P-REIT 40 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 20 – FINANCIAL INSTRUMENTS continued Interest rate risk The Trust's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Weighted average effective interest rate 2011 % 2010 % Floating interest rate Fixed interest rate Non-‐interest bearing Total 2011 $’000 2010 $’000 2011 $’000 2010 $’000 2011 $’000 2010 $’000 2011 $’000 2010 $’000 Financial assets: Cash and cash equivalents Trade and other receivables Investments in equity & debt instruments Total financial assets Financial liabilities: Trade and other payables Other liabilities Hedge liabilities Bank borrowings Total financial liabilities 4.75% 4.35% 450 1,067 -‐ 5.5% -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 30,000 450 1,067 30,000 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 7.81% 8.38% 23,800 4,592 34,080 54,080 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 75 -‐ 450 1,067 121 75 121 10,831 5,000 40,831 5,000 10,906 5,121 41,356 6,188 411 71 129 -‐ 603 52 -‐ 411 71 129 603 52 -‐ -‐ 57,880 58,672 23,800 4,592 34,080 54,080 611 655 58,491 59,327 Maturing within 1 year Maturing within 1-‐5 years Maturing over 5 years Total 2011 $’000 2010 $’000 2011 $’000 2010 $’000 2011 $’000 2010 $’000 2011 $’000 2010 $’000 Financial assets: Cash and cash equivalents Trade and other receivables Total financial assets Investments in equity & debt instruments Financial liabilities: 450 1,067 121 75 -‐ 5,000 10,831 525 6,188 10,831 -‐ -‐ Trade and other payables 411 603 Other liabilities Hedge liabilities 71 -‐ 52 -‐ -‐ -‐ 129 Interest bearing loans and borrowings Total financial liabilities 2,900 58,672 54,980 3,382 59,327 55,109 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 30,000 30,000 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 450 1,067 75 121 40,831 5,000 41,356 6,188 411 603 71 129 52 -‐ 57,880 58,672 58,491 59,327 P-REIT Annual Report - For The Year Ended 30 June 2011 41 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 20 – FINANCIAL INSTRUMENTS continued Exposure to credit risk The carrying amount of the Trust's financial assets represents the maximum credit exposure. The Group's maximum exposure to credit risk at the reporting date was: Consolidated Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Investments in equity and debt instruments Sensitivity analysis 2011 $’000 2010 $’000 450 75 40,831 41,356 1,067 121 5,000 6,188 The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date. At 30 June 2011, if interest rates had moved, as illustrated in the table below, with all other variables held constant, profit would have been affected as follows: Consolidated Net Profit Higher / (Lower) Movement in interest rates +1.0% -‐ 0.5% Fair value 2011 $’000 2010 $’000 (579) 289 (587) 293 The Group has adopted the AASB 7 amendments, which require disclosure of how the following fair value measurements fit within the fair value measurement hierarchy: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. derived from prices) (Level 2). • Inputs for the asset or liability that are not based on observable market data (Level 3). P-REIT 42 Annual Report - For The Year Ended 30 June 2011 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 20 – FINANCIAL INSTRUMENTS continued Fair value continued The following table presents the Group’s financial assets and liabilities measured at fair value at 30 June: 2011 Financial assets at FVTPL Available-‐for-‐sale financial assets Unquoted equities Total Debt instruments Total Derivative financial liabilities 2010 Available-‐for-‐sale financial assets Unquoted equities Level 1 $’000 -‐ Level 2 $’000 -‐ Level 3 $’000 2,522 Total $’000 2,522 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 8,309 40,831 30,000 8,309 40,831 30,000 129 129 129 129 Level 1 $’000 -‐ Level 2 $’000 -‐ Level 3 $’000 5,000 Total $’000 5,000 The Trust had no derivative financial liabilities at 30 June 2010. The following table is a reconciliation of the movements in financial assets classified as level 3 for the year ended 30 June 2011: Financial assets at FVTPL $’000 -‐ 3,439 -‐ -‐ 2,522 (917) Available-‐ for-‐sale financial assets $’000 5,000 36,956 (4,000) -‐ 38,309 353 Level 3 Total $’000 5,000 40,395 (4,000) -‐ 40,831 (564) Opening balance as at 30 June 2010 Purchases Disposals Return of investments Balance at 30 June 2011 Fair value movement Level 3 financial instruments Determination of fair value The fair value of financial assets at FVTPL and available-‐for-‐sale financial assets is determined by reference to the net assets of the underlying entities. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. P-REIT Annual Report - For The Year Ended 30 June 2011 43 P-‐REIT NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 NOTE 20 – FINANCIAL INSTRUMENTS continued Fair value continued Sensitivity of Level 3 Sensitivities to reasonable possible changes in non-‐market observable valuation assumptions would not have a material impact on the Trust’s reported results. There were no transfers between Level 1, 2 and 3 financial instruments during the year. For all other financial assets & liabilities carrying value is an approximation of fair value. NOTE 21 – LEASE COMMITMENTS RECEIVABLE Future minimum rentals receivable under non-‐cancellable operating leases as at 30 June are as follows: Receivable within 1 year Receivable within 1-‐5 years Total Receivable more than 5 years NOTE 22 – TRUST DETAILS 2011 $’000 2010 $’000 7,740 7,356 24,929 65,287 32,618 21,671 60,665 31,638 The Responsible Entity’s details are as follows: Registered Office Principal Place of Business Storey Blackwood, Level 4, 222 Clarence Street, Sydney NSW 2000 Suite 3, 194 Varsity Parade, Varsity Lakes QLD 4227 P-REIT 44 Annual Report - For The Year Ended 30 June 2011 Annual Report June 2011 Managed By: Level 1, 50 Yeo Street Neutral Bay, NSW 2089 ABN 33 107 352 821