Centuria Capital Group Consisting of:
Centuria Capital Limited ABN 22 095 454 336
Centuria Capital Fund ARSN 613 856 358
Level 41, Chifley Tower
2 Chifley Square, Sydney NSW 2000
T: 02 8923 8923
F: 02 9460 2960
E: sydney@centuria.com.au
www.centuria.com.au
Centuria Capital Group (CNI)
2024 Annual Report
SYDNEY (Tuesday, 29 October 2024) – Centuria Capital Group (ASX: CNI) releases its 2024 Annual Report.
-ENDS-
For more information or to arrange an interview, please contact:
John McBain
Joint CEO
Centuria Capital Limited
T: 02 8923 8923
E: john.mcbain@centuria.com.au
Tim Mitchell
Group Head of Investor Relations
Centuria Capital Limited
T: 02 8923 8923
E: tim.mitchell@centuria.com.au
Alexandra Koolman
Group Communications Manager
Centuria Capital Limited
T: 02 8923 8923
E: alexandra.koolman@centuria.com.au
Authorised for release by Anna Kovarik, Company Secretary.
About Centuria Capital Group
Centuria Capital Group (CNI) is an ASX-listed specialist investment manager with $21.1 billion of assets under management
(as at 30 June 2024). We offer a range of investment opportunities including listed and unlisted real estate funds as well as tax-
effective investment bonds. Our drive, allied with our in-depth knowledge of these sectors and intimate understanding of our
clients, allows us to transform opportunities into rewarding investments.
www.centuria.com.au
Centuria Capital Group
2024 Annual
Report
UNLISTED: HALLS HEAD CENTRAL, MANDURAH WA (ACQUIRED FY24)
Acknowledgment of Country
Our Group manages property throughout Australia and
New Zealand. Accordingly, Centuria pays its respects to
the traditional owners of the land in each country, to their
unique cultures and to their elders past and present.
3
Centuria Capital Group
2
Centuria Capital Group
Contents
LISTED: STUDLEY COURT INDUSTRIAL ESTATE, DERRIMUT VIC
About Centuria
06
Australasian real estate platform
14
$20.2 billion diversified real estate platform
16
Centuria's $20.2 billion diversified Australasian real estate platform
19
Growth in alternatives to $4.2 billion
20
Growing Centuria Bass demonstrates M&A philosophy
22
Real estate finance platform
23
Centuria’s innovative entry into data centres
24
Chairman’s report
26
Joint CEOs' letter
30
FY25 guidance
34
Key financial metrics
35
Centuria’s platform is scalable and positioned for growth
36
Fund and capital allocation across Centuria’s platform
38
$2.3 billion of total transaction activity
38
Platform diversification reduces concentration risk
41
Strong asset management success
42
$2.2 billion development pipeline to seed funds
44
Unlisted property
46
Listed property
48
LifeGoals investment bond
50
Our Sustainability Framework
52
FY24 ESG highlights: CNI
54
Board of Directors
56
Senior executives
62
Directors' report
66
Nomination and Remuneration Committee Chair's letter
78
Audited Remuneration Report
82
Lead Auditor's independence declaration
107
Financial statements
108
Consolidated statement of comprehensive income
110
Consolidated statement of financial position
111
Consolidated statement of changes in equity
112
Consolidated statement of cash flows
114
Notes to the financial statements
116
Directors' declaration
190
Independent Auditor's report
192
Corporate governance statement
199
Additional stock exchange information
200
Corporate directory
202
5
4
Centuria Capital Group
Centuria Capital Group
Centuria Capital Group (CNI) funds management platform
UNLISTED: KATUNGA FRESH GLASSHOUSE, KATUNGA VIC (ACQUIRED FY24)
About Centuria
Centuria Capital Group (ASX:CNI) is
a leading Australasian fund manager
included in the S&P/ASX 200 index,
established in 1998.
We manage a range of investment products
including including listed funds, unlisted funds
and real estate credit funds. While we hold co-
investments in many of our funds, we operate with
an external or discrete management model.
By 30 June 2024, CNI grew to $21.1 billion of
assets under management (AUM), of which 96%
comprises real estate funds across industrial,
agriculture, real estate finance, healthcare,
decentralised office, large format retail and daily
needs retail sectors within Australia and New
Zealand.
Centuria’s $12.3 billion unlisted real estate funds
platform includes a series of unlisted single and
multi-asset closed ended funds and multi-asset
open ended funds. An additional $1.9 billion of
real estate credit funds comprise single asset
loans and diversified wholesale funds. These
unlisted or direct property funds constitute 70%
of Centuria’s total real estate platform. Centuria’s
unlisted platform is considerably diversified with
a 21% weighting to alternative assets, which has
collectively increased AUM by $4.2 billion since
2019. Real estate sector diversification is one of
Centuria’s points of difference.
Centuria is also the manager of Australia’s largest
listed pure play industrial and office REITs, Centuria
Industrial REIT (ASX:CIP) and Centuria Office REIT
(ASX:COF) as well as the New Zealand diversified
listed REIT, Asset Plus Limited (NZX:APL).
CIP and COF are included in the S&P/ASX 200
and 300 indices, respectively. Both A-REITs are
also included in the FTSE EPRA Nareit Global
Development index, enabling them to be readily
compared with international peers. Collectively, the
listed REITs comprise $6 billion of AUM.
Real estate acquisitions and property finance
activities during FY24 resulted in $1.3 billion of
gross real estate activity, as well as $1.0 billion of
divestments and real estate finance repayments.
Gross development projects totalling $0.3 billion
were completed during FY24 and the Group has
identified a $2.2 billion development pipeline.
Centuria’s operations are supported by 450 staff
across eight offices in three countries with a
significant proportion of our workforce focused on
the full spectrum of management – from inhouse
facility managers and asset managers, to fund
managers and corporate personnel – all dedicated
to the lifecycle of real estate funds and trusts. This
results in specifically curated funds and assets,
designed to optimise securityholder returns.
$21.1 bn
Group AUM1
Listed (30%2)
Real estate
Centuria
Life Limited
$20.2 bn
$6.0 bn
$3.9 bn
CENTURIA
INDUSTRIAL
REIT
ASX:CIP
$2.0 bn
CENTURIA
OFFICE REIT
ASX:COF
$0.2 bn
ASSET PLUS
LIMITED
NZX:APL
Unlisted (70%2)
Investment
bonds
$14.2 bn
$6.6 bn
SINGLE
ASSET
FUNDS
$3.2 bn
MULTI-ASSET
CLOSED ENDED
FUNDS
$2.5 bn
MULTI-ASSET
OPEN ENDED
FUNDS
$1.9 bn
REAL ESTATE
FINANCE
$0.9 bn
CENTURIA LIFE
GUARDIAN
FRIENDLY
SOCIETY
Note: AUM as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June 2024).
Numbers presented may not add up precisely to the totals provided due to rounding.
1. AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluations during this period.
2. Percentage of total real estate AUM.
7
About Centuria Centuria Capital Group
Centuria Capital Group About Centuria
6
LISTED: 101 MORAY STREET, SOUTH MELBOURNE VIC
CENTURIA'S PURPOSE
We seek to transform real estate
opportunities into compelling investments,
which can create sustainable long term
value for our stakeholders and bring benefits
to the communities in which we operate.
9
8
About Centuria Centuria Capital Group
Centuria Capital Group About Centuria
CENTURIA'S VALUES AND CAPABILITIES
Since Centuria was established in 1998, our company culture has
evolved to meet the changing dynamics of the marketplace and the
complexity of operating throughout Australia, New Zealand and the
Philippines. Our values and capabilities are reflective of Centuria’s Code
of Conduct and imply how each Centurian strives to effectively engage
with company stakeholders.
Our core values are the essence of our identity – the principles, beliefs and philosophy of our brand.
Our values and capabilities support our vision and shape our culture to create a sense of belonging.
We prioritise strong and lasting relationships within our business and with our investors, tenants
and partners. Centuria mobilises to seize opportunities, aiming to make well informed decisions and
be transparently accountable.
Values
We value honesty, transparency and
respectfulness
As Centurians, we take pride in how we
develop strong and lasting relationships
within our business and with our investors,
tenants and partners. We do this in how we
communicate with, support, and respect one
another.
We work and thrive as an
integrated and agile team
At Centuria, we are bigger than the individual
parts. We embrace diversity and collaborate
with colleagues and partners to achieve
success.
We support each other to grow
We seek opportunities to encourage
employees' development and support
collective growth. We reward and celebrate
success and like to promote from within.
We do what it takes
We love challenges and finding unique ways
to solve problems. We have a focus on growth
and acting ethically in the best interests of our
stakeholders.
Capabilities
Transparent cooperation
Transparent cooperation means our teams
strive to be accountable and responsible,
creating autonomy without politics. We value
honest communication and one another’s
opinions, aiming to build trust and enable
stronger collaboration with our stakeholders.
Transactional velocity
Transactional velocity means the speed that
we do business. We encourage our people
to seize opportunities and make prompt yet
considered decisions in alignment with our
values and purpose. What takes some others
months to transact, may take us only days.
Thorough process
Our processes result in thorough analysis.
Our experienced team is knowledgeable
in identifying and analysing risks and
opportunities, which helps us make more
informed decisions.
Personal interaction
At Centuria, it’s personal. We endeavour for
all Centurians to be well cared for. As a client,
we look after your interests as if they were our
own. We create a sense of belonging and build
relationships through the way we treat and
work with one another.
LISTED: 12-13 AND 14-17 DANSU COURT, HALLAM VIC
11
10
About Centuria Centuria Capital Group
Centuria Capital Group About Centuria
VISION
A leading Australasian funds
manager.
Our people are leaders in their field throughout Australia,
New Zealand and the Philippines.
We leverage our geographic diversity, our in-depth market
knowledge in favoured sectors and our access to capital
to grow funds under management, with a strong focus on
earnings growth.
Integrated platform
Active management
Generating investment opportunities
Funds management
Real estate transactions
Development
Distribution
Asset management
Property and facilities management
Leasing
LISTED: 90-118 BOLINDA ROAD, CAMPBELLFIELD VIC
Australia
New Zealand
Listed REITs
Unlisted single asset
closed ended funds
Unlisted multi-asset
closed ended funds
Unlisted multi-asset
open ended funds
Office
Industrial
Healthcare
Daily needs retail
Large format retail
Real estate finance
Agriculture
Investment bonds
Listed
Unlisted institutional
Unlisted retail
Unlisted wholesale
Geography
Sectors
Fund types
Capital sources
Integrated in house capability
Cash on hand
Capital recycling
Diverse capital
sources
Undrawn debt
capacity
Underwriting
Co-investments
Fund establishment
Cornerstones
Balance sheet
Platform support
13
About Centuria Centuria Capital Group
Centuria Capital Group About Centuria
12
Sectors2
Australasian real estate platform1
Diverse sectors and capital sources unlock emerging opportunities.
$6.7 bn
$1.6 bn
$1.9 bn
$6.0 bn
$20.2 billion
1. Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June 2024).
Numbers presented may not add up precisely to the totals provided due to rounding. AUM includes assets exchanged to be settled, cash and other assets and the impact
of revaluations during the period.
2. Other AUM of $0.2 billion.
Funds
$3.2 bn
$2.5 bn
$6.6 bn
Capital
$7.2 bn
$6.0 bn
$2.2 bn
$4.8 bn
Geography
Australia
New Zealand
$17.8 bn
$2.4 bn
Wholesale
Retail
Institutional
REITs
$20.2 billion
$20.2 billion
$20.2 billion
$1.9 bn
$6.0 bn
$1.6 bn
$1.5 bn
$0.6 bn
Large format retail
Healthcare
Agriculture
Office
Industrial
Real estate finance
Daily needs retail
Single asset closed ended funds
Multi-asset closed ended funds
Multi-asset open ended funds
Real estate finance
REITs
15
14
Australasian real estate platform Centuria Capital Group
Centuria Capital Group Australasian real estate platform
$20.2 billion diversified real estate platform1,2
Note: Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars
(currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June 2024). Numbers presented may not add up
precisely to the totals provided due to rounding
1. AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluations during
the period.
2. Platform AUM total of $20.2 billion includes Other AUM of $0.2 billion.
UNLISTED: EXCHANGE TOWER, 2 THE ESPLANADE, PERTH WA
$6.71 bn
AUM
Office
$6.02 bn
AUM
Industrial
$1.90 bn
AUM
Real estate
finance
$1.63 bn
AUM
Daily needs
retail
$1.59 bn
AUM
Large
format retail
$1.51 bn
AUM
Healthcare
$0.64 bn
AUM
Agriculture
Centuria Capital Group $20.2 billion diversified real estate platform
16
$20.2 billion diversified real estate platform Centuria Capital Group
17
16
Centuria's $20.2 billion diversified
Australasian real estate platform1,2
1. Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of
AU$1.000:NZ$1.0927 as at 30 June 2024). Numbers presented may not add up precisely to the totals provided due to rounding.
2. Includes asset exchanged to be settled and real estate finance loans by property. Sub totals exclude cash and other assets.
New South Wales
$4,312 m
across 100 properties and
real estate finance loans
Western Australia
$4,490 m
across 86 properties and real
estate finance loans
Victoria
$3,633 m
across 79 properties and real
estate finance loans
Queensland
$3,162 m
across 88 properties and real
estate finance loans
South Australia
$874 m
across 26 properties and real
estate finance loans
Australian Capital Territory
$404 m
across 7 properties and real
estate finance loans
Tasmania
$17 m
across 1 property
Auckland
$1,462 m
across 37 properties and real
estate finance loans
Other New Zealand
$734 m
across 55 properties and real
estate finance loans
Australia
New Zealand
LISTED: 2 PHILLIP LAW STREET, CANBERRA ACT
NT
WA
SA
Qld
Vic
NSW
ACT
North
Island
South
Island
Tas
19
18
Centuria's $20.2 billion diversified Australasian real estate platform Centuria Capital Group
Centuria Capital Group Centuria's $20.2 billion diversified Australasian real estate platform
Growth in alternatives to $4.2 billion
Expanding alternative sectors, underpinned by strong agriculture and real
estate finance growth, together with investments in edge data centres.
Real estate finance
Healthcare
Agriculture
$0.6 billion
alternative property related AUM
added in FY24
21%
CNI’s real estate AUM represented
by alternatives
Attracting institutional mandates
and partnerships
Supported by alternative
investment thematic
16%
21%
30%
33%
$0.2
bn
$1.9 bn
$1.5 bn
$0.6 bn
AUM
$4.2 billion
alternatives
Daily needs and
large format retail
Office
Industrial
Alternatives:
healthcare, real
estate finance,
agriculture
Liquid immersion cooled edge data centres
Real estate finance
Healthcare
Agriculture
Other
21
20
Expanding alternative sectors Centuria Capital Group
Centuria Capital Group Expanding alternative sectors
Growing Centuria Bass
demonstrates M&A
philosophy
Centuria Bass targets >20%
EBIT growth in FY25.
CNI’s 80% interest in Centuria
Bass has been acquired for $81
million (FY24 earnings multiple
of ~4x).
Centuria was an early mover
into real estate private credit,
acquiring initial 50% in Bass
Credit in April 2021.
Centuria Bass is scalable and
significantly benefits from
Centuria’s integrated real estate
and distribution capabilities.
Centuria Bass aims to secure
new investment products and
capital sources beyond current
offerings.
Real estate finance
platform
$150 million new debt
warehouse facility with initial
$100 million senior secured
commitment from UBS.
Two diversified wholesale funds
and 135+ originated loans since
inception.
64% gross average LVR1,
93% of loan book secured by
first ranking mortgages2.
Note: Aggregated across funds managed by Centuria and not representative of
any single fund or active loans.
1. The weighted LVR is a weighted average across all active loans as at 30 June
2024 using the origination LVRs.
2. Loans secured by first ranking mortgages is calculated in respect of deployed
funds and does not consider cash holdings.
3. Not representative of any single fund or active loans and exclude undrawn
committed facilities and fund cash not yet deployed as at 30 June 2024.
Centuria Bass Credit grows
AUM to $1.9 billion
First lien
93%
Second lien
7%
NSW
61%
Vic
16%
Qld
8%
ACT
8%
WA
5%
NZ
1%
Residential
74%
Mixed
use
14%
Commercial
6%
4%
2%
Industrial
Other
1. CAGR calculated from 30 June 2021 to 30 June 2024.
2. Reflects operating profit before tax on a 100% basis.
AUM
Operating profit before tax2
$1.9 bn
FY21
FY24
$24.7 m
FY21
FY24
92%
CAGR1
$3.5 m
$0.3 bn
Loan type
Geographic
diversification
Real estate
sector3
85%
CAGR1
23
22
Growing Centuria Bass demonstrates M&A philosophy Centuria Capital Group
Centuria Capital Group Growing Centuria Bass demonstrates M&A philosophy
Centuria’s innovative
entry into data centres
Establishing new revenue and
rental streams for CNI and real estate funds
PROPCO
OPCO
• Higher rent from suitable
underutilised real estate space.
• Liquid immersion cooled (LIC)
edge data centres for tenants and
surrounding enterprises.
• Attract new tenants, retain
existing tenants, provide high
density, low latency data.
• Potential valuation uplifts.
• Digital infrastructure services via
LIC data servers.
• Multiple revenue sources from
rollout of LIC edge data centres.
• Full cloud computing services to
clients.
• Reduced carbon footprint
alternative to traditional air
cooled data centres, coupled with
significant energy savings.
Unique value chain to deliver a network of
LIC edge data centres
PROPCO
OPCO
Underutilised
assets with
excess power.
Liquid immersion
cooling.
Bespoke
hardware stack.
Proprietary cloud
platform.
Software
partnerships that
require bespoke
hardware and
cloud.
Centuria Capital Group Centuria’s innovative entry into data centres
Centuria’s innovative entry into data centres Centuria Capital Group
25
24
24
It is noteworthy that the decisions surrounding entry
into these alternative asset classes was made in the
immediate post Covid period. The Board and management
strongly believed that fresh revenue streams were
essential to bolster activity during what we all believed
would be an extended period of post Covid financial
instability.
The Group’s unlisted platform continued to showcase
the longstanding engagement of our retail and
wholesale investors, which contributed $0.55 billion of
gross equity inflows. These inflows largely supported
new wholesale unlisted funds, credit funds, our flagship
open ended agricultural fund and one-off, bespoke
funds in New Zealand, including the launch of our
first NZ real estate credit fund. This investor activity
was complemented by new institutional capital from
US private investment firm, Starwood Capital, who
committed to a $500 million industrial mandate, the
Last Mile Logistics Partnership. Additionally, global
investment bank, UBS, provided an initial $100 million
senior secured commitment for a new loan warehouse
facility to support our real estate credit business.
Inflows and investments were complemented by
recurrent capital management across the platform.
Centuria continued to diversify debt sources and recycled
existing exposures with variations and extensions across
40% of all funds, leading to strong relationships and
understanding of lender appetite across the 24 lenders
the Group deals with.
Sustainability
During FY24, Centuria continued to progress its new
Sustainability Framework and set targets. This Framework
helps us better understand the environmental, social and
governance impacts of our activities and assists driving
ongoing improvements through our business strategy. It
is based on the areas where the Group has, or can have,
the greatest impact on the environment, people and the
economy.
In New Zealand, Centuria delivered its first mandatory
'XRB' climate-related disclosures. This extensive exercise
will be implemented annually going forward and helps the
Australian business prepare for mandatory reporting in
the coming years. Details of mandatory reporting and how
the Group has positively progressed towards its targets
are outlined in Centuria’s fourth Sustainability Report,
which is anticipated to be released by November.
Talent and leadership
Our workforce is a key stakeholder group within Centuria.
To this end, during the year, significant changes to our
Board and Management teams were undertaken to
strengthen the Board’s talents and capabilities. Joanne
Dawson joined the Centuria Board as an Independent
Non-Executive Director and Chair of the Group’s Audit,
Risk and Compliance Committee (ARCC). We welcome
Joanne warmly and I personally thank her for the
exceptional job she has done in taking on this critical and
demanding task.
It would also be remiss of me not to mention Susan
Wheeldon’s contribution as Chair of both the
Remuneration & Nomination Committee and the Culture &
ESG Committee.
On the management front, Andrew Essey was promoted
to Chief Investment Officer in Australia and Joel Lindsey
to Chief Investment Officer in New Zealand. Jesse Curtis
is our new Head of Funds Management, Annie Scott has
been appointed National Facilities Manager, Grant Nichols
is now Head of Listed Funds and CIP Fund Manager and
Belinda Cheung has been appointed COF Fund Manager.
Centuria NZ also strengthened its Senior Management
Committee (SMC) with the addition of two new members
- Ben Harding, Head of Asset Management and CNZIF
Manager, and Mark Madigan, Head of Finance NZ.
Reflective of Centuria’s effective leadership is our 2024
Engagement Survey overall engagement score of 77%,
which was maintained year-on-year. This is a notable
outcome given overall engagement scores declined
globally (currently 71%) as well as nationally (70%) since
2023.
In addition to developing the team’s skillsets through
ongoing training, professional development, IT and
cybersecurity training, management has continued to
focus on wellbeing, particularly mental health awareness
and training. Along with meditation workshops, Centuria
launched a new Employee Assistance Program (EAP),
which provides extensive support and safety services
via a mobile app called Sonder. Centuria also continued
to recognise staff that have excelled in demonstrating
corporate values and capabilities through quarterly staff
awards.
These endeavours are also supported by a well organised
intern/scholarship program which is creating long term
career opportunities for talented young graduates.
Conclusion
Looking ahead, FY25 has started with some promising
green shoots. In recent weeks we’ve seen domestic
banks reducing term deposit rates in Australia and
New Zealand has begun cutting its official cash rate.
When the RBA starts reducing cash rates in Australia,
we expect to see sentiment improve significantly and
commercial transaction volumes increase. Whilst the
timing of these developments is uncertain, we remain
cautiously optimistic and, importantly, continue to
focus on executing our Group strategy whilst tailoring
innovative investment opportunities that can appeal to
investors over the long term. This has most recently been
evidenced by the initial acquisition of a 50% interest in
ResetData, providing the Group an early mover advantage
into Liquid immersion cooling edge data centres via a
dual PropCo (property company) and OpCo (operating
company) strategy.
Centuria remains focused on being a leading Australasian
real estate funds manager. Our experienced management
team remains dedicated to a disciplined, strategic
approach to capital management with the aim of
continuing our upward growth trajectory as financial
markets stabilise. We intend to scale our business,
particularly within alternative sectors, to provide
compelling returns to you, our securityholders.
Garry Charny
CHAIRMAN
Chairman’s report
On behalf of the Centuria Capital Group
Board, it is my pleasure to introduce the
Group’s 2024 Annual Report.
May I begin by confirming that, after almost nine years
as Chair, and consistent with my strong views that
independent non-executive directors should not overstay
their welcome but rather provide a pathway for board
renewal, this will be my last Centuria Annual Report. A
little more on that later in the letter.
This year’s economic and operating environments have
presented numerous challenges for the Australasian real
estate sector. Interest rates and the impact of higher
debt costs have weighed on activity while inflationary
pressures have dampened investor and business
sentiment. GDP growth has also remained anaemic.
In fact, outside of the pandemic period, Australia
experienced its lowest economic growth since 1992.
At Centuria we have not been immune to these conditions,
which have impacted transaction volumes, valuations, debt
costs and returns to varying degrees. Notwithstanding
these impacts, we are pleased with the overall operational
performance against this backdrop of challenges, a
testament to the integrated management model Centuria
leverages to service its tenants, assets and to unlock new
opportunities for our growing investor network.
Performance
On the asset front, over the past five years, Centuria
has delivered a 28% total compound annual growth rate
(CAGR)1 for its assets under management (AUM). Whilst
AUM is just one of several metrics we use to measure
performance, it has been particularly pleasing to see the
Group’s AUM remain steady throughout FY24 despite
recent volatile operating conditions. This stability in AUM
has made Centuria a relative outperformer against those
peers which suffered falling AUM levels in FY24 due
principally to declining valuations.
The single point of difference which allowed Centuria
to maintain its level of AUM is diversification. We are
diversified not just in the traditional real estate sectors
of office, industrial and retail but now more than 20% of
our property platform is weighted to alternative sectors
including agriculture, healthcare and real estate finance
(private credit). Add in our 30% of industrial assets
and 16% of retail and one can see a radically different
paradigm from when I first became Chair in 2016. Back
then we were essentially an office only REIT.
In particular, Centuria Bass continued to scale its
operations as non-bank private credit tailwinds persisted
in FY24. During the year, Centuria increased its stake
in its real estate finance business to 80%. This latest
example of corporate activity aligns with M&A undertaken
in previous periods, executed to provide Centuria with
various runways for growth and early mover advantages
into alternative markets and sectors that can be highly
scalable and appeal to a range of investors.
“We are diversified not
just in the traditional
real estate sectors of
office, industrial and
retail but now more
than 20% of our
property platform is
weighted to alternative
sectors including
agriculture, healthcare
and real estate finance
(private credit).”
1. CAGR calculated from 30 June 2019 to 30 June 2024.
Centuria Capital Group Chairman’s report
Chairman’s report Centuria Capital Group
27
26
LISTED: 12-13 AND 14-17 DANSU COURT, HALLAM VIC
Centuria's funds management platform has remained resilient despite
uncertain economic and market conditions
$2.3 billion
FY24 total transaction
activity3
$21.1 billion
Group AUM¹
11.7 cps
FY24 OEPS2 delivered
10.0 cps
FY24 DPS delivered
1. AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluation during the period.
2. Operating EPS (OEPS) is calculated based on the operating NPAT of the Group divided by the weighted average number of securities.
3. Includes $310 million of acquisitions exchanged and settled in FY24, $780 million of real estate finance transactions, $160 million of acquisition activity yet to
settle, $635 million of real estate divestments, $401 million of real estate finance repayments.
4. Development projects and development capex pipeline, including fund throughs. Estimated gross value on completion committed development pipeline $0.6
billion, future pipeline $1.6 billion.
5. Gearing ratio is calculated based on (operating borrowings less operating cash) divided by (operating total assets less operating cash).
I have often written in these reports of my personal
commitment to board renewal. As my re-election for a
further term would have resulted in a twelve year tenure,
I have decided it appropriate and consistent with good
governance not to seek re-election and instead join the
Board in strong support of Ms Kristie Brown as the new
Chairman following the Annual General Meeting.
Without too much self-indulgence, I would like to reflect
on the remarkable growth of the company over the
last nine years from small cap in 2016 to being firmly
entrenched in the ASX 200 today. In that period our AUM
has grown from c.$1.9 billion to c.$21 billion. All of that
would have been impossible without my fellow board
members, the leadership of John and Jason and an
extraordinary team of dedicated staff. I shall miss them.
If I leave any meaningful legacy it is the fact that nine
years ago we had zero diversity on our boards at all levels
of the Group. Post my departure CNI will have our non-
executive directors which skew 75% female and 25%
male - a recipe for further success. Our REIT boards are
50% and 25% female led respectively and Centuria Life
has a 50% split. Further, 45% of all Centuria employees
are women along with 29% of the Centuria senior
executive. Disappointing as it is that we still have to keep
measure of these things, Centuria has progressed by any
measure.
In concluding, I thank my fellow Board members at both
the Group and Responsible Entity level as well as to the
wider Management in Australia, New Zealand and the
Philippines.
I also thank you, our securityholders, who continue to
share Centuria’s vision for a high performing, diversified
real estate funds management business. Your support is
appreciated and never taken for granted as we continue
to navigate the vagaries of the current economic and
operating environment. I look forward to welcoming you to
our Annual General Meeting in late November.
$2.2 billion
development pipeline
expanded by
$1 billion of new
future industrial
projects4
$1.15 billion
unlisted capital
raised ($0.6 billion
institutional, $0.55
billion gross inflows)
12.1%
Group operating
gearing5 (HY24:
13.9%)
Garry Charny
CHAIRMAN
Centuria Capital Group Chairman’s report
Chairman’s report Centuria Capital Group
29
28
1. Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June 2024).
AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluations during the period.
1. Includes $310 million of acquisitions exchanged and settled in FY24, $780 million of real estate finance transactions, $635 million of real estate divestments and $401
million of real estate finance repayments and $160 million of activity yet to settle.
2. Includes $310 million of acquisitions exchanged and settled in FY24, $780 million of real estate finance transactions and $160 million of exchanged activity yet to settle.
3. Development projects and development capex pipeline, including fund throughs. Estimated gross value on completion committed development pipeline $0.6 billion,
future pipeline $1.6 billion.
4. Attributable to CNI securityholders.
5. Includes fair value movements in derivatives and investments.
6. Operating NPAT of the Group comprises of the results of all operating segments and excludes non-operating items such as transaction costs, fair value movements
in derivatives and investments, the results of benefit funds, controlled property funds, Centuria Bass Credit SPVs, share of equity accounted net profit in excess of
distributions received and all other non-operating activities.
7. Operating EPS is calculated based on the operating NPAT of the Group divided by the weighted average number of securities.
8. excluding performance fees.
9. Number of securities on issue 30 June 2024: 823,959,585 (at 30 June 2023: 799,796,794).
10. Increase in net asset value per security is primarily attributable to continued profitability and the unrealised fair valuation gains on the Group’s co-investment stakes, less
borrowing, payable, option.
11. As at 30 June 2024. Aggregated across funds managed by Centuria and not representative of any single fund or property.
12. Excludes land, Development assets, US syndicates, Centuria Bass Credit, assets exchanged yet to be settled.
Joint CEOs' letter
John McBain
JOINT CEO
Jason Huljich
JOINT CEO
Approximately 96% of Centuria’s AUM comprises real
estate funds ($20.2 billion) and more than 20% of this
comprises alternative property. In particular, over FY24 our
agriculture real estate vertical increased 21% to c.$0.64
billion and the real estate finance division, under the
Centuria Bass brand, increased 46% to $1.9 billion. During
FY24 we increased our investment in Centuria Bass to
80%, which reflects an earnings multiple of approximately
four times, based on total acquisition costs.
We believe real estate is a long-term investment
proposition and we continue to look for opportunities to
organically grow our funds management platform in this
manner. Throughout the year, Centuria executed $2.3
billion of total transaction activity1, including $1.3 billion
of acquisitions and real estate finance transactions2
and $1.0 billion of divestments and real estate finance
repayments. The Group’s transaction activity was further
supported by $0.55 billion of gross inflows from unlisted
investors and $0.6 billion of new institutional capital for
deployment.
This level of activity, whilst relatively lower than recent
periods, is evidence of our team’s ability to actively
source and execute organic investment opportunities,
despite the prevailing operating climate and subdued
transaction markets in Australia and New Zealand.
Another growth lever available to the Group is a $2.2
billion development pipeline3, almost half of which
is weighted to the strongly performing industrial
sector. Centuria continues to selectively bring online
development opportunities that will create new
generation assets for our underlying funds while
contributing development management and some
development profits to the business. Development
completions of $0.3 billion were delivered in FY24.
Financial results
Fiscal management remained a key priority during FY24,
resulting in Centuria delivering statutory NPAT of $102.2
million4,5 and operating profit after tax (OPAT) of $94.7
million6. The Group provided operating earnings per
security (OEPS) of 11.7 cents7 and distribution per security
(DPS) of 10.0 cents. FY24 OEPS and DPS were in line with
guidance set at the commencement of FY24.
Significantly, Centuria Bass’ strong AUM growth delivered
a segment operating profit uplift of $13.4 million, more
than a 100% increase year-on-year. Co-investment
earnings increased to $54 million and continued to be a
strategic focus for the Group. Operating profits attributable
to our property funds management segment reduced by
$7.5 million8, primarily due to lower fees from subdued
transaction markets and adjustments attributed to
lower property valuations. These factors also impacted
recognised performance fees in FY24.
Centuria retained over $266 million of cash and undrawn
debt as at FY24 year end. Through ongoing capital
management, the Group realised $289 million in cash
from the sale and recycling of balance sheet assets, which
contributed to operating gearing of 12% and look-through
gearing of 35%. As at 30 June 2024, Centuria’s net
asset value (NAV) increased to $1.79 per security9,10. Net
operating cash inflows of $122.7 million exceeded OPAT.
Real estate platform
As at 30 June 2024, Centuria managed c.400
properties11,12, leased to c.2,50011,12 tenant customers.
Lease terms were agreed across more than 630,000 sqm
encompassing 483 transactions11. This significant leasing
activity contributed to an average 5.7-year WALE11,12 and
occupancy of over 96%11,12 in addition to a high 99%
average rent collection11. At Centuria, tenants remain a key
stakeholder group that we continue to service, providing
functional and attractive accommodation as part of an
ongoing hands-on management approach.
Centuria’s real estate platform comprises $12.3 billion
of unlisted real estate, $6 billion of listed real estate and
$1.9 billion of real estate finance. Part of our diversification
strategy has seen us scale our exposure to alternative
real estate sectors. Collectively, we have grown real
estate finance, agriculture and healthcare to more than $4
billion of Group AUM, including $0.6 billion in FY24 alone.
Centuria’s industrial and large format retail (LFR) verticals
also expanded during the period, offsetting the reductions
across office, healthcare and daily needs retail (DNR) AUM
resultant from divestments and valuation movements.
Tailwinds across the industrial markets persisted during
the year, enabling Centuria to lease a record +348,000 sqm
and achieve an average re-leasing spread of 42%. These
strong leasing outcomes have continued to underpin
valuation movements across the Group’s industrial vertical.
The large format retail sector also continued to provide
compelling tailwinds with Centuria’s portfolio achieving
an average re-leasing spread of 5%. Centuria expanded
its daily needs retail vertical with the addition of Halls
Head Central, which was strongly supported by our
unlisted investors. These verticals continue to focus
on daily needs and convenience-based retail centres
with over 50% of the DNR income being derived from
non-discretionary supermarkets and the LFR platform
representing average site coverage of 44% across a land
rich portfolio of assets.
Dear Securityholders,
It is our pleasure to present Centuria Capital Group’s 2024 Annual Report. Throughout
the 2024 financial period (FY24), Centuria maintained assets under management
(AUM) at $21.1 billion1 (FY23: $21 billion). Maintaining AUM against the backdrop of
challenging market conditions and falling valuations is noteworthy relative to our
industry peers. This performance is largely attributed to our diversification into
alternative real estate sectors, which has allowed growth in AUM in these new
sectors offsetting falls in some of the traditional asset classes. These alternative
sectors invigorated our platform providing fresh growth opportunities and enabled
the group to generate new revenue streams.
Centuria Capital Group Joint CEOs' letter
Joint CEOs' letter Centuria Capital Group
31
30
LISTED: 2 PHILIP LAW STREET, CANBERRA ACT
Outlook and new business to commence FY25
Looking ahead, we anticipate financial markets to stabilise
across FY25 and FY26 and our real estate platform has
been structured to take advantage of favourable market
conditions across both our core and traditional offerings
as well as alternative sectors.
Centuria has begun FY25 with the purchase of a 50%
stake in liquid immersion cooling (LIC) data centre
provider, ResetData, which provides edge data centre
opportunities to underutilised real estate spaces across
office and other sectors. LIC edge data centres have
compelling fundamentals compared to traditional air-
cooled data centres and our early mover advantage
can allow us to unlock new rental income whilst also
generating new Group revenues from the 'OpCo' offering,
which we believe will grow to be a meaningful contributor
to the Group’s earnings over time.
We intend to scale our business with a particular focus
on our newly established alternative vehicles. This
includes opportunities to roll out LIC edge data centres
across suitable offices and other property sectors and the
expansion real estate credit revenues. We aim to maintain
our diversification as a strong, unique point of difference
for our investors.
We believe FY25 will be an important transitional period
for real estate markets. We have witnessed European,
US and New Zealand official treasury rates commence
easing cycles leading up to the date of this report
and most commentators believe that a similar easing
bias will be evidenced in Australia during FY25. The
prospect of a lower domestic interest rate environment
is inherently positive for real estate markets both in
terms of market confidence and valuation stability.
This is already playing out in New Zealand where there
have been multiple reductions in the official cash rate
as at the date of this report. As a marketplace Centuria
is exposed to, it is rewarding to witness increased
business activity and market confidence in New Zealand
even at these early stages.
Centuria has provided FY25 OEPS guidance of 12.0 cps
and DPS guidance of 10.4 cps. This guidance is set at
levels that reflect our best estimate of earnings based on
the current market conditions.
As always, we thank our team across Australia, New
Zealand and the Philippines for their drive and dedication
throughout a challenging operating period. Similarly,
we thank the Chairman and Board of Directors across
the Group and Responsible Entity boards as well as our
external committees whose guidance and support are
invaluable.
Jason Huljich and I want to offer a special vote of thanks
to Centuria’s Chairman, Garry Charny. Since accepting
the Chairmanship in 2016 Centuria’s AUM has grown from
$1.9 billion to over $21 billion at present with the Group
now included in the S&P ASX 200 index. Over this time
the Group has transitioned from a base of office funds to
a diversified asset pool including industrial, healthcare,
agriculture and real estate credit.
Garry is stepping down at the forthcoming AGM and the
Board has unanimously elected Ms Kristie Brown to take
up the Chairmanship role.
Most of all we thank you, our securityholders, for your
ongoing support. We look forward to updating you
throughout FY25.
Jason Huljich
JOINT CEO
John McBain
JOINT CEO
Across our office vertical, Centuria leased more than
105,000 sqm, testimony to the strength of Centuria's
active in-house management and indicative of the
demand for prime younger assets. Furthermore,
$154 million of non-core office assets were divested
predominantly around prevailing book values. Throughout
the period, Centuria also refinanced $1.7 billion of debt
across our office assets, accounting for 68% of the overall
office portfolio.
As mentioned, real estate finance delivered strong
performance in FY24. Centuria Bass continued to scale
its business during the period. We believe our early
investment in the real estate private credit sector has
the Group well positioned to capitalise on opportunities
in this sector as we look to continue growth in our loan
book, diversification of investor capital sources and the
expansion of the Centuria Bass team with a larger talent
pool of operators.
Our healthcare property platform was presented with
a challenging operating environment during FY24.
Our healthcare portfolio AUM was impacted by cap
rate movements along with more than $160 million of
non-core asset divestments, which included non-core
properties and underlying assets within funds reaching
their full term. Centuria Healthcare remains committed to
its modern 'short stay' healthcare real estate model that
delivers efficient, sustainable models of care. We believe
this model better insulates investors from some of the
challenges being faced presently by traditional legacy
healthcare models. Our healthcare assets are underpinned
by robust tenant covenants with 88% of leases being net
or triple-net and 43% of leases being CPI-linked.
Our investment in protected cropping agricultural real
estate has provided significant growth with a relatively
unique offering of agriculture property. During the year, we
added $124 million of glasshouse and protected cropping
investments across South Australia, Victoria and New
Zealand, contributing to the growth of this vertical’s AUM
to c.$640 million. We believe increased demand for fresh
produce, driven by a rising population and expanding
global demand, provides strong tailwinds for agricultural
real estate.
ESG considerations
Centuria progressed its revised sustainability framework
during the year. In addition to delivering Centuria NZ’s
first climate-related disclosures, the Group implemented
numerous decarbonisation initiatives to assist us with
meeting our emission reduction targets of eliminating
gas and diesel from our operations for Centuria and
COF where practicable by 20351, and targeting Scope
2 emissions by 2035 for Centuria and 2028 for CIP and
COF2. Environment initiatives included:
•
commencing electrification across 50,000 sqm of the
COF portfolio3 to reduce gas and diesel reliance;
•
sourcing the equivalent of 100% renewable energy
across our Australian corporate offices4, which
reduces our scope 2 greenhouse gas emissions; and
•
installing 1,125 kW of solar across assets in our funds.5
Centuria continued to support the local communities in
which we operate, volunteering a collective 450 hours
and raising more than $112,000 for charities. Additionally,
Centuria has entered into a new agreement with social
enterprise, Two Good Co, which now provides soap
products to select Centuria assets. Fifty per cent of Two
Good’s profits are reinvested into their charitable Two
Good Foundation that employs and empowers vulnerable
women, making their purpose-driven business one that
Centuria is proud to support.
We also remain highly committed to our internal
stakeholders and actively seek to create a diverse
workplace culture with female colleagues comprising
45% of our workforce. Our CNI Board diversity also
increased during the year with female representation at
43% (up from 29% in FY23).
As part of our ongoing commitment to robust governance,
the Group continued to implement responsible business
practices with staff completing more than 9,000 hours of
training across compliance competencies, cybersecurity,
risk and safety throughout FY24.
1. Centuria and COF will focus on eliminating gas and diesel where practicable, from equipment owned and operated by the Group. Gas and diesel equipment owned and
operated by our tenants is excluded from Centuria’s target.
2. Centuria, CIP and COF will account for zero Scope 2 emissions by being powered by the equivalent of 100% renewable electricity through a combination of on-site
solar and large-scale generation certificate deals which match our consumption.
3. Two assets have commenced electrification including William Square 235 William St, Northbridge WA and Allendale Square 77 St Georges Terrace, Perth WA.
4. Centuria transitioned its Australian offices where Centuria was the tenant, to the equivalent of 100% renewable energy through the purchase of energy through an energy
retailer that supplied GreenPower, and for our corporate offices that were not accounted for by retail energy purchases, through the purchase and retirement of large-scale
generation certificates equivalent to the total amount of electricity usage at those offices during FY24. See page 42 of the FY24 Sustainability Report for further detail.
5. Total solar capacity installed across assets from CIP, COF and unlisted funds. This number excludes solar installed by our tenants and divestments in FY24 which had
onsite solar.
Centuria Capital Group Joint CEOs' letter
Joint CEOs' letter Centuria Capital Group
33
32
Key financial metrics
1. Operating NPAT of the Group comprises of the results of all operating segments and excludes non-operating items such as transaction costs, fair value movements
in derivatives and investments, the results of Benefit Funds, Controlled Property Funds, Centuria Bass Credit SPVs, share of equity accounted net profit in excess of
distributions received and all other non-operating activities.
2. Operating EPS is calculated based on the operating NPAT of the Group divided by the weighted average number of securities.
3. Number of securities on issue 30 June 2024: 823,959,585 (at 30 June 2023: 799,796,794).
4. Attributable to CNI securityholders.
Operating earnings per security2 (cents)
Net assets per security ($)3
Operating net profit after tax ($m)1
Distributions per security (cents)
Statutory net profit after tax ($m)4
14.5
12.0
12.0
FY23
FY24
FY22
FY21
FY20
11.7
14.5
11.00
10.00
9.70
FY23
FY24
FY22
FY21
FY20
10.00
11.60
1.73
1.92
1.44
FY23
FY24
FY22
FY21
FY20
1.79
1.77
105.9
143.5
21.1
FY23
FY24
FY22
FY21
FY20
102.2
(37.9)
FY25 guidance
12.0 cps (+2.5% over FY24)
FY25 OEPS guidance1
10.4 cps (+4% over FY24)
FY25 DPS guidance1
1. FY25 guidance announced 22 August 2024.
UNLISTED: KATUNGA FRESH GLASSHOUSE, KATUNGA VIC (ACQUIRED FY24)
114.5
70.2
53.3
FY23
FY24
FY22
FY21
FY20
94.7
115.6
35
34
Key financial metrics Centuria Capital Group
Centuria Capital Group FY25 guidance
Assets under management
(AU$ billion)
LISTED: 8 CENTRAL AVENUE, EVELEIGH NSW
1. CAGR calculated from 30 June 2019 to 30 June 2024.
Note: Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June
2024). Numbers presented may not add up precisely to the totals provided due to rounding.
1. AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluations during the period.
FY23
21.0
FY24
21.1
1.0
Centuria Bass
Credit
0.1
Capex
spend
FY24 Group AUM movement1
(AU$ billion)
Property
acquisitions
0.5
Other
GAV
0.1
-0.7
Valuations
-1.0
Divestments
0.1
Development
capex
0.0
Investment
bonds
Centuria’s platform is scalable and
positioned for growth
Centuria is a leading Australasian S&P/ASX 200 funds
manager overseeing $21.1 billion of assets under
management diversified by real estate sectors,
geography, fund type, investor profile and capital sources.
Executing attractive core and alternative property and
credit investment opportunities for our new and existing
distribution networks as well as institutional partners
remains a core vision. Centuria will continue to focus on
further scaling our alternative verticals to unlock income
streams, providing a clear point of difference for investors
and compelling returns to our securityholders.
Growth in alternatives
supports AUM
retention/growth
4.0
4.9
6.2
8.8
17.4
20.6
FY19
FY22
FY20
FY21
21.0
FY23
12.2
10.7
5.5
0.9
0.9
4.0
2.6
2.7
6.8
12.5
0.8
1.3
21.1
FY24
12.3
0.9
1.9
6.0
6.4
0.8
6.2
0.8
6.4
0.8
Unlisted real estate
Listed real estate
Real estate finance
Investment bonds
Centuria Capital Group Centuria’s platform is scalable and positioned for growth
Centuria’s platform is scalable and positioned for growth Centuria Capital Group
37
36
28%
CAGR1
SECTOR
Office
Industrial
Real estate
finance
Daily needs
retail
Large format
retail
Healthcare
Agriculture
FUND TYPE/CAPITAL
SOURCE
AUM ($ bn)1,2
6.7
6.0
1.9
1.6
1.6
1.5
0.6
Unlisted closed ended
single and multi-asset
9.0
3.3
1.1
1.2
1.0
1.3
0.5
0.1
Listed REITs
6.0
2.1
3.9
-
-
-
-
-
Unlisted open ended
3.0
0.2
0.7
0.4
0.2
0.3
0.7
0.5
Unlisted institutional
2.2
1.1
0.3
0.1
0.4
-
0.3
-
Fund and capital allocation
across Centuria’s platform
Our disciplined capital allocation offers
diverse investment options to suit
various risk/return preferences.
Note: Assets under management (AUM) as at 30 June 2024. All figures above are in Australian dollars (currency exchange ratio of AU$1.000:NZ$1.0927 as at 30 June
2024). Numbers presented may not add up precisely to the totals provided due to rounding.
1. AUM includes assets exchanged to be settled, cash and other assets and the impact of revaluations during the period.
2. Platform total of $20.2 billion includes Other AUM of $0.2 billion.
$2.3 billion of total
transaction activity
FY24 transaction fee income of
$21.4 million includes acquisition,
financing, underwriting and sales fees.
$34 million
FY23 acquisition activity settled in FY24
$1.3 billion
FY24 gross real estate activity
•
$780 million real estate finance
•
$310 million real estate acquisitions
•
$160 million exchanged yet to settle
$1.0 billion
FY24 divestments and repayments
•
$635 million real estate divestments
•
$401 million real estate finance
repayments
$2 m
1 property
Real estate finance
$780 m
23 real estate
finance loans
Industrial
$254 m
10 properties
Agriculture
$124 m
3 properties
Daily needs
retail
$70 m
1 property
Office $22 m
2 properties
Healthcare
39
38
Fund and capital allocation across Centuria’s platform Centuria Capital Group
Centuria Capital Group Fund and capital allocation across Centuria’s platform
39
38
LISTED: 1 ASHBURN ROAD, BUNDAMBA QLD
Platform1 diversification reduces concentration
risk and supports AUM retention/growth
Office
Industrial
Healthcare
Daily needs
retail
Large format
retail
Agriculture
Total avg.
Avg. asset
$ m
94
36
18
37
37
42
43
Aids platform liquidity through exposure to a
wider transaction pool.
Occupancy
%
90
98
97
97
97
100
96
High occupancies, strong leasing track record.
Avg. tenancy
sqm
726
5,958
817
457
1,023
N/A
1,416
Smaller tenancies can appeal to a deeper pool of
occupiers.
WALE
years
4.1
6.9
10.2
5.8
4.0
13.3
5.7
Staggered profiles with secure income streams
and opportunities to capture some compelling
rent reversions.
1. Aggregated across funds managed by Centuria and not representative of any single fund or property.
Centuria Capital Group Platform1 diversification
reduces concentration risk
Platform1 diversification
reduces concentration risk Centuria Capital Group
41
40
UNLISTED: 33 BROADWAY, NEWMARKET, AUCKLAND NZ
Centuria platform’s top 10 tenants by income (%)1,2
Office
Industrial
Healthcare
Daily needs retail
Large format retail
Agriculture
1.1%
Heritage Lifecare
National
12.8%
Government
3.5%
Woolworths Limited
ASX/NZX listed
1.8%
Coles Group
ASX/NZX listed
1.8%
Wesfarmers
ASX/NZX listed
1.1%
Greenlit Brands
Multinational
1.6%
Visy
Multinational
1.3%
Arnott’s
Multinational
Centuria’s ability to effectively manage assets across our
platform benefits from integrated commercial property
services and an active management approach.
Solid real estate platform metrics1,2
c.400
assets
c.2,449
tenants
6.28%
weighted average
96.2%
platform’s total occupancy by area
5.7 years
platform’s weighted average lease
expiry (WALE) by income
$43 million
average asset value
99.0%
average rent collected over entire
platform
630,000 sqm+
FY24 leasing terms agreed
(483 deals)
1. Aggregated across funds managed by Centuria and not representative of any single fund or property.
2. Excludes land, development assets, US syndicates, Centuria Bass Credit, assets exchanged yet to be settled.
Strong asset management success stems from our
integrated management and high quality tenants
1.8%
Telstra Corporation
ASX/NZX listed
1.1%
Flavorite
National
Centuria Capital Group Strong asset management success
Strong asset management success Centuria Capital Group
43
42
$2.2 billion1 development pipeline to seed funds
Development projects include opportunities to upgrade, refurbish and redevelop
properties to create high quality investment assets for our listed and unlisted funds.
$0.3 billion
FY24 gross development
completions
$2.2 billion pipeline1
estimated value on completion:
Committed: $0.6 billion2
Future: $1.6 billion3
$1.0 billion industrial
pipeline adds to Centuria’s
future development
pipeline
CNI strategically uses its
balance sheet to seed and
expand its property funds
($47.6 million carrying value)
1. Development projects and development capex pipeline,
including fund throughs.
2. Committed pipeline includes planning commencements and
projects under construction.
3. Includes opportunities undergoing development assessments or
pre-planning approvals.
4. Artist impressions.
$1 billion industrial pipeline
• Five-year development pipeline focused
on key growth areas, capitalising on long
standing industrial trends by providing
multi-level facilities, cold storage/food
logistics, data and distribution centres.
• Optionality to activate embedded value to
create new, high quality industrial assets.
FY24 completed development GAV
$323 million across five separate
projects including:
90 Bolinda Road
$116 million (CIP)
Munroe Lane
$116 million (APL)
75-97 Ricketts Road
$47 million (CHPF)
204 Bannister Road
$31 million (CIP)
860 Great South Road
$13 million (CNZIF)
Select project commencements4
Private hospital development
• Four-level facility with four operating
theatres, imaging, chemotherapy clinic
and 30 beds.
• Est. completion value: $75 million
• Est. completion: late 2024
Repositioning office building
to high end self storage
• Four-level 4,400 sqm: facility featuring
temperature controlled wine storage, high
security vaults, upscale retail.
• Est. completion value: NZD$55 million
• Est. completion: late 2025
Centuria Capital Group $2.2 billion development pipeline to seed funds
44
$2.2 billion development pipeline to seed funds Centuria Capital Group
45
Unlisted property
$14.2 billion AUM
Centuria has a strong weighting
to unlisted property funds (70%).
Centuria's unlisted funds are
supported by our 14,000 strong
investor base and are a resilient,
defensive linchpin of our success.
7
funds in the top 10 index1
$0.6 billion
new institutional capital
$0.55 billion
FY24 unlisted capital raising inflows
47%
unlisted AUM with no expiry or
expiry review dates at or beyond
five years
34%
unlisted AUM with no fund expiry
review date
$6 million
FY24 recognised performance fees
$112 million
FY24 latent unrecognised
performance fees2
1. Seven of Centuria’s unlisted funds were included in the top 10
Property Council of Australia/MSCI Australia Unlisted Retail Quarterly
Property Fund index for the last four reporting periods.
2. The total amount of latent (unrecognised) future performance fees
available to the Group are estimated at $112 million. Unrecognised
performance fees are estimated based on current property valuations
adopted within each fund and due to inherent uncertainties in
relation to the future performance of each property do not qualify
for recognition in the current period under Centuria’s revenue
recognition policy and may not entirely eventuate.
$4.6 bn
$1.6 bn
$1.9 bn
$2.1 bn
Sectors
$7.2 bn
$2.2 bn
$4.8 bn
Capital
$6.6 bn
$1.9 bn
$2.5 bn
$3.2 bn
Funds
LISTED: 2-8 LEXINGTON DRIVE, BELLA VISTA NSW
$1.6 bn
$1.5 bn
$0.6 bn
$0.2 bn
Large format retail
Healthcare
Agriculture
Single asset
Multi-asset closed ended
Multi-asset open ended
Real estate finance
Wholesale
Retail
Institutional
Office
Industrial
Real estate finance
Daily needs retail
Other
47
46
Unlisted property Centuria Capital Group
Centuria Capital Group Unlisted property
Listed property
$6.0 billion AUM
CIP and COF – Australia’s largest ASX-listed pure
play industrial and office REITs
1. On a net rent basis compared to prior passing rents. FY23 avg. re-leasing spreads of 30%.
2. Estimated value on completion. Includes land, development cost and estimated development upside.
3. By income.
4. Gearing is defined as total borrowings less cash divided by total assets less cash.
5. Includes ownership by associates of Centuria Capital Group.
$3.9 billion
AUM across 89 high quality assets
43%
FY24 avg. re-leasing spreads1
$1.0 billion
development pipeline2
97%
occupancy3
7.6yr
WALE3
$120 million
divestments strengthen balance sheet and
demonstrate liquidity
34.5%
gearing4, staggered debt, no expiry before FY26
93%
hedging at 30 June 2024
ASX:CIP
CENTURIA INDUSTRIAL REIT
16.1%
CNI co-investment5
highly aligned to an
experienced real estate
funds manager
$2.0 billion
AUM across 19 high quality assets
211,700 sqm
c.77% portfolio NLA leased since COVID-19
93%
occupancy3
4.3yr
WALE3
$139 million
divestments demonstrate liquidity, proceeds
used to repay debt
41.3%
gearing4
$862 million
refinanced, with no debt expiry until FY28
63%
hedging at 30 June 2024
ASX:COF
CENTURIA OFFICE REIT
18.9%
CNI co-investment5
highly aligned to an
experienced real estate
funds manager
Index inclusions: S&P/ASX 300 index and FTSE EPRA Nareit Global Developed index
Index inclusions: S&P/ASX 200 index and FTSE EPRA Nareit Global Developed index
49
48
Listed property Centuria Capital Group
Centuria Capital Group Listed property
$0.9 billion
AUM
7.9%
total Australian investment bond
market share1
Approved by a wide range
of dealer groups nationally
43 fund options
including two ESG fund options
Assets under management
FY24
($m)
FY23
($m)
FY24
change
(%)
FY24 flows
(applications)
($m)
FY24 flows
(redemptions)
($m)
Prepaid funeral plans (Guardian)2
543.5
539.7
-0.70%
35.5
-48.2
Unitised bonds (Centuria Life)
216.7
222.4
-2.56%
3.6
-20.9
Centuria LifeGoals
94.9
58.1
63.33%
33.5
-3.6
Total
855.1
820.2
4.25%
72.7
-72.7
1. Plan for Life report 31 March 2024.
2. Centuria Life Limited (CLL) is the key service provider to Over Fifty Guardian Friendly Society.
LifeGoals investment bond is a simple, tax effective
solution to achieve long term financial goals.
LifeGoals investment bond
51
50
LifeGoals investment bond
Centuria Capital Group
Centuria Capital Group LifeGoals investment bond
Purpose:
We seek to transform real
estate opportunities into
compelling investments,
which can create sustainable
long term value for our
stakeholders1 and bring
benefits to the communities
in which we operate.
Climate
resilience
Energy and
emissions
Resource
and waste
Customer
and
community
People and
equity
Health and
wellbeing
ESG
benchmarks
Modern
slavery
Investment
approach
C
LI
MA
TE
C
HA
NG
E
VA
LU
ED
S
TA
KE
HO
LD
ER
S
R
ES
PO
NS
IB
LE
B
US
IN
ES
S
PR
AC
TI
CE
S
EN
VI
RO
NM
EN
T
SO
CI
AL
GO
VE
RN
AN
CE
Our Sustainability Framework
At Centuria, we are seeking to better
understand the environmental, social and
governance (ESG) implications of our
operations and how we can effectively
respond to these going forward.
Our approach to ESG is defined by Centuria’s Sustainability
Framework, a framework that outlines our ESG focus areas
and helps to guide our related initiatives. These include
climate change-related initiatives, which are addressed
through the 'climate change' sustainability pillar.
Centuria’s revised Sustainability Framework (revised in
2024) helps to drive the interaction and interdependence
between Centuria’s purpose, sources of value and
business ESG strategy, while seeking to consider the
interests of key stakeholders, as we understand them.
It comprises three pillars, the first of which is our focus in
this report:
•
Environment: Climate change
•
Social: Valued stakeholders
•
Governance: Responsible business practices
We have developed the Centuria Sustainability Framework to help us better
understand the ESG impacts of our activities and to assist in driving improvements in
those impacts through our ESG strategy.
Climate change
Valued stakeholders
Responsible business practices
Objective
Environmental outcomes
that can help to mitigate
climate-related risks and
opportunities.
Create shared value
with our stakeholders.
Maintain honest,
transparent and
respectful business
practices.
Overview
Increasing severity in weather
patterns have the potential to
impact both Centuria’s business
and the communities in which we
operate.
In response, we are striving to
build strategic resilience into our
operations to reduce the impact
of future potential climate-related
risks, both physical and transitional,
in assets we manage.
For the purpose of the valued
stakeholders pillar, we define
valued stakeholders as
customers, tenants, investors,
suppliers, government,
industry bodies, employees
and communities in which we
operate.
As an asset and funds manager,
we are working to understand
how we can create shared value
with these groups for our mutual
benefit.
Centuria seeks to achieve
honest, transparent and
responsible business practices
by investing in both our
processes and people.
By integrating ESG measures
into our governance framework
– including our Sustainability
Framework – we aim to
continue building an ethical and
collaborative culture.
Focus areas
Climate resilience
Build strategic resilience to
potential future impacts of climate
change.
Customer and community
Engage our customers and
community to create shared
value.
Investment approach
Embedding ESG considerations
into our asset acquisition
processes.
Energy and emissions
Monitor and reduce energy
consumption and GHG emissions in
line with Centuria’s targets.
People and equity
Focus on promoting growth
for our people and encourage
diversity, equity and inclusion.
Modern slavery
Seek to minimise modern slavery
in our supply chain.
Resources and waste
Manage natural resources and
minimise waste.
Health and wellbeing
Prioritise the health and
wellbeing of our staff and
customers.
ESG benchmarks
Where appropriate, assess
assets and portfolios against
relevant ESG benchmarks and
explore third party sustainability
certifications such as Green Star.
Alignment
to UN SDGs
Centuria’s activities and progress across all three pillars of the Sustainability Framework in both New Zealand and
Australia are detailed in Centuria’s Annual Sustainability Report.
1. In the context of Centuria's purpose statement, Centuria Capital Group defines stakeholders as
our investors, our tenant customers, our colleagues and our lending partners.
The Sustainability Framework Centuria Capital Group
53
Centuria Capital Group The Sustainability Framework
FY24 ESG highlights: CNI
Climate change
Valued stakeholders
Responsible business practices
Centuria New Zealand released its
first climate related disclosures.
Targeting the elimination of gas
and diesel in operations (scope
1) for Centuria and COF where
practicable by 20351: Commenced
electrification across c.50,000
sqm of COF NLA.
Targeting zero scope 2 emissions
by 2035 for Centuria and 2028 for
CIP and COF2: In FY24, Centuria’s
Australian corporate offices sourced
the equivalent of 100% renewable
energy.3
c.1,125 kW solar installed during
FY244 increasing total installed
capacity to c.9,600 kW.5
450 hours volunteered in Australia
and New Zealand and over
$112,000 raised for community
groups.6
89% of Centurians surveyed
recommend Centuria as a great
place to work.
43% female representation on CNI
Board (up from 29% in FY23) and
45% female staff.
Mental health, medical and safety
support platform implemented for
all AU and NZ staff and their families.
New agreement with Two Good Co
developed to use soap products
in select assets: Two Good Co is a
social enterprise that employs and
empowers vulnerable women.
Centuria Sustainability Framework
revised.
Over 9,000 training courses
completed by all Centuria
employees across cybersecurity,
compliance competencies, risk and
safety.
FY24 Centuria sustainability
report expected to be released by
November 2024.
Our memberships and industry participation
1. Centuria and COF will focus on eliminating gas and diesel where practicable, from equipment owned and operated by the Group. Gas and diesel equipment owned and operated
by our tenants is excluded from Centuria’s sustainability target.
2. Centuria, CIP and COF will account for zero Scope 2 emissions by being powered by the equivalent of 100% renewable electricity through a combination of onsite solar and large
scale generation certificate deals which match our consumption.
3. Achieved through the purchase of GreenPower and large scale generation certificate deals which match our corporate office electricity consumption.
4. Total solar capacity installed across assets from CIP, COF and Unlisted funds. This number excludes solar installed by our tenants and divestments in FY24 which had onsite solar.
5. Approximately 9,600 kW of solar is installed across assets in COF, CIP and Unlisted Funds, excluding solar installations by our tenants.
6. Corporate donations and employee fundraising directed to not-for-profits from Australian and New Zealand activities, including Centuria Bass.
7. CIP are supporting partners of Healthy Heads.
Member of the Diversity
Council of Australia
Supporting partner of
Healthy Heads7
Member of the Green Building
Council of Australia
Supported the pilot of the
NABERS Energy rating tool for
retail stores
1055 NUMURKAH ROAD, KATUNGA VIC
Member of the Property
Council of Australia
Member of the Property Funds
Association
Centuria Capital Group FY24 ESG highlights: CNI
FY24 ESG highlights: CNI Centuria Capital Group
55
54
Jason Huljich
EXECUTIVE DIRECTOR
AND JOINT CEO
John McBain
EXECUTIVE DIRECTOR
AND JOINT CEO
John Slater
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Susan Wheeldon
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Garry Charny
CHAIRMAN
Joanne Dawson
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Kristie Brown
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Board of Directors
57
56
Board of Directors Centuria Capital Group
Centuria Capital Group Board of Directors
John McBain
EXECUTIVE DIRECTOR AND
JOINT CEO
Joint CEO John McBain’s 40-year real estate career
commenced after graduating from Auckland University
with a valuation qualification. His experience spans the
commercial and industrial markets in Australia, NZ and UK
and the healthcare and agriculture sectors.
He is an executive director of Centuria Capital Limited,
Centuria Life Limited, Centuria Healthcare Pty Limited and
Centuria Property Funds No. 3 Limited (formerly Primewest
Management Limited) and a director of Centuria Bass
Credit Pty Limited. John is a director of NZX-listed Asset
Plus Limited (NZX: APL). He also serves on the Centuria NZ
and Centuria Healthcare Management committees.
John is a co-founder of Centuria Capital Limited and is
responsible for Centuria’s corporate team. This remit
includes corporate strategy, M&A and leadership of the
Finance, Governance, Compliance, Investor Relations,
Communications and ESG teams. He also serves on the
Non-Financial Risk Committee and the ESG Management
Committee.
John has been instrumental in the integration of several
businesses into the Centuria group, including the 360
Capital Group, Heathley Asset Management (now Centuria
Healthcare), Augusta Capital Limited (now Centuria NZ)
and the Primewest Group. These acquisitions, together
with a successful asset program overseen by fellow joint
CEO Jason Huljich, has seen the pair oversee significant
corporate growth over the past 28 years culminating in
Centuria Capital Limited entering the S&P ASX 200 index in
2021 with the group now managing $21 billion of assets.
Garry Charny
CHAIRMAN AND INDEPENDENT NON-EXECUTIVE DIRECTOR
Garry was appointed as Chairman of the Centuria
Capital Group Board on 30 March 2016. He has
significant board level experience with listed and
unlisted companies across a diverse range of sectors
including property (Trafalgar Corporate, which became
360 Capital, and Manboom); retail (Apparel Group,
Sportscraft, and Saba); technology (General Electric
EcXpress and 1st Available) and media (Boost Media,
Macquarie Radio, Spotted Turquoise Films and April
Entertainment).
Currently, he is Chairman, Managing Director and
founder of Wolseley Corporate, an Australian corporate
advisory and investment house that consults on local
and international transactions in the USA, United
Kingdom, Singapore, India and throughout South-East
Asia. Wolseley specialises in mergers and acquisitions,
strategic corporate advice and contentious matters
resolution.
Garry is also Chairman of High End, an AI driven fashion
tech company, and Chairman of Shero Investments, a
Sydney based investment company.
In December 2022, he was appointed a Board Member
of Racing NSW.
Previously, he was co-founder and Chairman of Boost
Media International, an international media advisory
business with offices in Sydney, New York, Toronto,
Kuala Lumpur and Delhi. He was also President of Boost
Media LLC (USA).
From 1983 to 1995, Garry practised as a Barrister-at Law
at the Sydney Bar specialising in corporate, commercial,
equity and media. He was an Adjunct Lecturer in Law at
the University of NSW.
Joint CEO Jason Huljich’s 28-year real estate career
spans the commercial and industrial real estate sectors.
Jason is a co-founder of Centuria Capital Limited and
along with Joint CEO, John McBain, collectively oversee
$21 billion of assets under management.
Jason is chiefly responsible for the company’s real
estate portfolio and funds management operations
including the listed Centuria Industrial REIT (ASX:CIP)
and Centuria Office REIT (ASX:COF), as well as
Centuria’s extensive range of unlisted funds across
Australia and New Zealand.
Since Centuria was established, Jason has been pivotal
in raising over $5 billion for the listed and unlisted
vehicles. He has been central to positioning Centuria
as Australia’s fourth largest external property funds
manager. CNI and CIP are included in the S&P/ASX 200
index. COF is included in the S&P/ASX 300 index. CIP
and COF are part of the FTSE EPRA Nareit Global index.
Jason has a hands-on approach to the real estate
operations throughout the Group’s platform. The
Transactions, Development, Funds Management,
Distribution, Marketing and Asset Management teams
all report directly to him.
Jason is a Property Funds Association (PFA) of
Australia past President. The PFA is the peak industry
body representing the $125 billion direct property
investment industry. Jason currently sits on the
Property Council’s Capital Markets Division Committee.
Jason Huljich
EXECUTIVE DIRECTOR AND
JOINT CEO
Kristie Brown
INDEPENDENT NON-EXECUTIVE DIRECTOR
Kristie is an experienced real estate investment and
legal professional who was appointed to the Centuria
Board on 15 February 2021 as an Independent Non-
Executive Director as well as a member of the Group’s
Audit, Risk and Compliance Committee (ARCC) and the
Conflicts Committee.
Kristie has a background in corporate law with over 17
years’ experience in funds management and M&A. She
has practiced at Clayton Utz and Ashurst (then, Blake
Dawson Waldron) and has considerable experience
working with large corporations, fund managers,
financial institutions, private equity and hedge fund
operators, real estate investment trusts, developers
and financiers.
Subsequent to her legal career, Kristie established a
private investment business, Danube View Investments,
which primarily operates in the Australian property
sector.
Kristie is also a founding partner of investment firm,
Couloir Capital, which was established in 2020 to invest
its own capital in unique investment opportunities and
to introduce such opportunities to like-minded family
office and high net worth investors.
Centuria Capital Group Board of Directors
Board of Directors Centuria Capital Group
59
58
John Slater
INDEPENDENT NON-EXECUTIVE DIRECTOR
John was appointed as a financial adviser to Centuria Life
Limited in 2011 and as a member of its Board in 2013. On
22 May 2013, he was appointed as a Director of Centuria
Capital Limited. He also serves on the Nomination and
Remuneration Committee
John was previously a senior executive at KPMG Financial
Services prior to establishing a financial advisory
practice. Since the sale of that practice, he has focused
on consulting activities and his non-executive roles with
Centuria.
John has deep experience in all financial market sectors
gained during his 36-year career. Over this time, he has
been directly involved with investments and investment
committees and sits on the Investment Committees of
Centuria Life and the Over Fifty Guardian Friendly Society
Limited. John continues to be active in investment
committee activities in other non-aligned financial groups.
Joanne Dawson
INDEPENDENT NON-EXECUTIVE DIRECTOR
Joanne Dawson joined the Centuria Board as an
Independent Non-Executive Director as well as a
member and Chair of the Group’s Audit, Risk and
Compliance Committee (ARCC) in November 2023.
Ms Dawson has experience in highly regulated, service
businesses coupled with a long history of corporate
transactions. She is presently a Non-Executive Director
of PSC Insurance Group Limited (ASX:PSI), AMA Group
Limited (ASX:AMA), Pacific Current Group Limited
(ASX:PAC), Bank First Ltd, PetSure (Australia) Pty Ltd
and an Independent Trustee Director and Chair of the
Investment Committee of Vision Super.
Her previous board experience includes Templeton
Global Growth Fund Limited (ASX:TGG). She worked
with Deloitte in both Australia and the USA in their
Financial Services, Assurance and Advisory Division
including as a consultant to the US Department of
Housing and Urban Development. She was also founder
and CEO of Executive Wealth Strategies, is a Chartered
Accountant and a Fellow of the Australian Institute of
Company Directors. She has a Bachelor of Commerce
from the University of Melbourne and a Master of
Business Administration from RMIT.
Susan Wheeldon
INDEPENDENT NON-EXECUTIVE DIRECTOR
Susan joined the Centuria Capital Group Board as an
Independent Non-Executive Director in August 2016.
She brings extensive experience across international
commercial markets within ICT, real estate, legal,
aviation and online retail sectors.
Currently, Susan is Airbnb’s Country Director for
Australia, New Zealand and Oceania. Previously,
she served in a number of roles, including Head of
Government, Performance and Agency at Google,
working with major national and global companies.
During her career, Susan has held senior positions
in Australia and the United Kingdom across a diverse
range of industries including global law firms DLA Piper
and King & Wood Mallesons, working with the Virgin
Australia and Virgin Atlantic airline brands, as Vice
President of Groupon, and as Head of Brand and Retail
at AMP Capital Shopping Centres.
She holds an MBA from University of NSW (AGSM),
and is a member of Australian Institute of Company
Directors as well as holding a Corporate Director's
Certificate from Harvard Business School.
Centuria Capital Group Board of Directors
Board of Directors Centuria Capital Group
61
60
Senior executives
Jason Huljich
EXECUTIVE DIRECTOR AND JOINT CEO
John McBain
EXECUTIVE DIRECTOR AND JOINT CEO
Simon Holt
CHIEF FINANCIAL OFFICER
As Chief Financial Officer, Simon has been responsible for Centuria’s finance, information
technology and treasury functions since 2016. Alongside the Joint CEOs, Simon is responsible
for the Group’s expansion across Australia, New Zealand and the Philippines, and he has been
instrumental in debt and equity raisings across all the Centuria listed entities, in particular
Centuria Capital Limited.
Simon has more than 25 years’ experience across local and global financial markets and has
held a range of senior financial positions which include Westfield Group and Westfield Trust.
He is a Chartered Accountant and holds a Bachelor of Business degree (Accounting and
Marketing majors) from the University of Technology, Sydney (UTS). He is also a Member of
Australian Institute of Company Directors and a licenced Class 1 Agent for Real Estate Sales,
Leasing and Auctions.
Anna Kovarik
GROUP CHIEF RISK OFFICER AND COMPANY SECRETARY
Anna joined Centuria as General Counsel and Company Secretary in 2018 and was promoted
to Group Chief Risk Officer and Company Secretary in 2020. She is an experienced governance
professional having worked with ASX-listed and unlisted boards, predominantly within the
listed property and financial services sectors.
In her current role at Centuria, Anna is responsible for legal, risk management, regulatory
compliance, insurance and governance activities across the Group.
Anna is a member of the Senior Executive Committee, the Non-Financial Risk Committee and
the ESG Management Committee. She holds an Executive MBA from the University of Sydney
and is a member of the Australian Institute of Company Directors and a Non-Executive Director
of the Illawarra Community Housing Trust.
Mark Francis
CEO - CENTURIA NEW ZEALAND
CEO of Centuria’s New Zealand division, Mark Francis, has a career spanning more than
25 years across financial and real estate markets. He founded Augusta Capital in 2001
and assumed his current position at the helm of Centuria’s New Zealand entity following
the companies’ merger. He is a board member of the Centuria Funds Management NZ and
the Centuria NZ Industrial Fund as well as a Centuria Capital Senior Executive Committee
member. He is also Managing Director of the NZX-listed Asset Plus Limited (NZX: APL).
Mark is responsible for overseeing an NZD $2.5 billion real estate portfolio spanning office,
industrial, healthcare, retail, agriculture and tourism assets across listed and unlisted funds
while managing a team of more than 40 staff across three offices. Mark graduated from the
University of Otago with a Bachelor of Commerce (Finance).
Andrew Essey
CHIEF INVESTMENT OFFICER
As Chief Investment Officer, Andrew is responsible for the Group’s investment strategy,
transactions, and institutional capital. He has successfully executed more than $11 billion of
direct real estate transactions for Centuria between 2017 and 2024. Andrew joined Centuria
in early 2013 and has more than 17 years of experience across real estate capital transactions,
leasing and funds management. He has held several senior positions within Centuria,
including Group Head of Transactions, National Leasing Manager and Fund Manager. Prior to
this, he worked in DTZ’s Sydney agency for six years. Andrew holds a Bachelor of Business
Administration from Radford University, Virginia, USA with a Major in Marketing and a Minor in
Economics.
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
63
62
Andrew Hemming
MANAGING DIRECTOR, CENTURIA HEALTHCARE
As managing director of Centuria Healthcare, Andrew is responsible for strategic business
growth, deal origination, asset transactions, and leads a team of healthcare property
specialists. He has grown the business to 75 assets under management worth c.$1.5 billion (as
at 30 June 2023). Andrew has more than 20 years of experience across investment markets
and commercial real estate sectors, the latter focused on healthcare property. Andrew holds a
Bachelor of Arts, majoring in Commerce, and a Master of Business Administration majoring in
Accounting and Finance from Macquarie University.
Jesse Curtis
HEAD OF FUNDS MANAGEMENT
Jesse is Head of Real Estate Funds Management, responsible for both listed and unlisted
property funds in the office, industrial, retail, healthcare and agricultural sectors. This includes
Australia’s largest ASX-listed pure-play office and industrial REITs (COF and CIP), institutional
capital mandates and more than 100 open and closed-ended unlisted property funds with AUM
exceeding $20 billion. Previously, he was Centuria’s Head of Industrial and Centuria Industrial
REIT (ASX:CIP) Fund Manager. Jesse joined Centuria in 2019 and has more than 17 years real
estate experience across investment and funds management having held senior positions
at Dexus, in capital transactions and portfolio management roles, and Goodman, in various
industrial asset management roles. Jesse is an executive representative on the Property Funds
Association’s Executive Committee, a member of the Property Council of Australia’s National:
Industrial Roundtable committee and an associate of the Australian Property Institute. He holds
a Master of Applied Finance from Macquarie University and Bachelor of Business (Property)
from Western Sydney University.
André Bali
HEAD OF DEVELOPMENT
Since 2007, André has overseen all Centuria’s project and property development functions,
including development and debt funds. He is responsible for both passive and active
management of Centuria’s listed and unlisted portfolio including capital works, planning,
strategic repositioning of assets to maximise returns, development and project management,
joint ventures and partnerships and working closely with Centuria’s leasing, capital
transactions and funds management teams. André has more than 30 years of experience
in development and investment management across numerous sectors including office,
health, residential, industrial and retail. André sits on Centuria’s Senior Executive Committee,
Investment Committee, Risk Committees. He holds an Honours Degree in Applied Science
from UNSW, Masters of Commerce (Land Economics) from UWS, and a Graduate Certificate of
Finance from AGSM, AAPI, and MAICD.
Victor Georos
HEAD OF PORTFOLIO AND ASSET MANAGEMENT
Victor joined Centuria in 2013 and has operated in the commercial property markets for more
than 30 years. He has previously held senior roles at GPT and Lendlease. In his role he is
responsible for overseeing portfolio and asset management of Centuria’s real estate assets,
including the development and implementation of strategies to enhance value through active
asset management and development. Victor has extensive experience in asset and investment
management, development and funds management across the office, retail and industrial
sectors, with a key focus on results and ability to build high performance teams across all
sectors. He is a member of the Australian Institute of Company Directors and manages the
Centuria Property Funds’ Valuation program. Victor also serves on the Non-Financial Risk
Committee and the ICT Steering Committee.
Michael Blake
HEAD OF CENTURIA LIFE
With more than three decades in the wealth management across blue chip Australian and
multinational corporations, Michael Blake joined Centuria in 2016 and is currently the Head
of Centuria Life. He is chiefly responsible for Centuria Life’s P&L, strategic direction, funds
under management growth, product development and reports directly to the Centuria Life
Limited (CLL) Board. Prior to his current position, Michael was Head of Sales and Marketing at
Centuria Property Funds Limited. Michael holds a Bachelor of Financial Administration from
the UNE, a Diploma of Financial Planning from the RMIT, a MBA from Macquarie University and
is a graduate of the Australian Institute of Company Directors. Michael has held Board and
Investment Committee positions in Australia and New Zealand.
Emily Smith
HEAD OF OPERATIONS
Emily joined Centuria in mid-2016, holding various investment and corporate positions before
her promotion to Head of Operations in 2022. Emily is responsible for the operational activities
of the Group including policy and third-party governance, implementation of technology
solutions, and development of efficient workflows to maximise productivity. Emily oversees
registry services, IT support, cybersecurity, HR platforms including engagement analysis,
document management, bank administration and is also the Internal Custodian for the Group.
She manages a team that spans across Australia, New Zealand and the Philippines. Emily has
18 years of experience having worked for industry peers both in the financial services and
property industries including Cromwell Property Group.
Thomasina Ralston
HEAD OF MARKETING
Thomasina joined Centuria in 2017 and is responsible for the Group’s full end-to-end
marketing strategy, planning and execution across Australia and New Zealand, which
incorporates brand positioning, real estate capital fundraising campaigns and investment
bond promotions. Thomasina has more than 20 years of marketing experience, with a focus
on digital marketing within financial services. Her achievements in campaign management are
recognised with marketing awards: MAX’s 2022 Agency Campaign of the Year (winner) and
MAX’s 2022 Video Campaign of the Year (finalist).
Alexandra Koolman
GENERAL MANAGER – COMMUNICATIONS
Alexandra joined Centuria in early 2020 and is responsible for internal and external
communications across Australia, New Zealand and the Philippines. This extends to
communications for listed and unlisted equity and debt funds, corporate initiatives, ESG,
development projects and investment bonds. She brings more than 20 years of experience
from domestic and international markets within commercial property, residential, build to rent
and property development.
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
65
64
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
67
66
Directors' report
For the year ended 30 June 2024
The Directors of Centuria Capital Limited (the Company) present their report together
with the consolidated financial statements of the Company and its controlled entities
(the Group) for the financial year ended 30 June 2024 and the auditor’s report thereon.
ASX-listed Centuria Capital Group consists of the Company and its controlled entities including Centuria Capital Fund
(CCF). The shares in the Company and the units in CCF are stapled, quoted and traded on the Australian Securities
Exchange (ASX) as if they were a single security under the ticker code 'CNI'.
Directors and Directors' interests
Directors of Centuria Capital Limited during or since the end of the financial year are:
Name
Appointed
Resigned
Directorship of other listed companies
Mr Garry S. Charny
30 March 2016
None
Ms Kristie R. Brown
15 February 2021
None
Ms Joanne Dawson
28 November 2023
PSC Insurance Group Limited (ASX:PSI)
AMA Group Limited (ASX:AMA)
Pacific Current Group Limited (ASX:PAC)
Mr Jason C. Huljich
28 November 2007
None
Mr John E. McBain
10 July 2006
Asset Plus Limited (NZX:APL)
Mr John R. Slater
22 May 2013
None
Ms Susan L. Wheeldon
31 August 2016
None
Mr Peter J. Done
28 November 2007
17 November 2023
Centuria Industrial REIT (ASX:CIP)1
Centuria Office REIT (ASX:COF)2
1. Director of Centuria Property Funds No. 2 Limited (CPF2L) as responsible entity for Centuria Industrial REIT.
2. Director of Centuria Property Funds Limited (CPFL) as responsible entity for Centuria Office REIT.
Mr Garry S. Charny, BA. LL.B.
INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHAIRMAN
Experience and expertise
Garry was appointed as Chairman of the Centuria Capital
Group Board on 30 March 2016. He has significant board
level experience with listed and unlisted companies
across a diverse range of sectors including property
(Trafalgar Corporate, which became 360 Capital, and
Manboom); retail (Apparel Group, Sportscraft, and Saba);
technology (General Electric EcXpress and 1st Available)
and media (Boost Media, Macquarie Radio, Spotted
Turquoise Films and April Entertainment).
Currently, he is Chairman, Managing Director and
founder of Wolseley Corporate, an Australian corporate
advisory and investment house that consults on local
and international transactions in the USA, United
Kingdom, Singapore, India and throughout South-East
Asia. Wolseley specialises in mergers and acquisitions,
strategic corporate advice and contentious matters
resolution.
Garry is also Chairman of High End, an AI driven fashion
tech company, and Chairman of Shero Investments, a
Sydney based investment company.
In December 2022, he was appointed a Board Member of
Racing NSW.
Previously, he was co-founder and Chairman of Boost
Media International, an international media advisory
business with offices in Sydney, New York, Toronto, Kuala
Lumpur and Delhi. He was also President of Boost Media
LLC (USA).
From 1983 to 1995, Garry practised as a Barrister-at Law
at the Sydney Bar specialising in corporate, commercial,
equity and media. He was an Adjunct Lecturer in Law at
the University of NSW.
Directorship of other listed companies
None
Responsibilities
•
Chairman of the Centuria Capital Limited and Centuria
Funds Management Limited Board
•
Member of the Centuria Capital Limited and
Centuria Funds Management Limited Nomination &
Remuneration Committee
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Conflicts Committee
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Culture and ESG
Committee
•
Chairman of the Centuria Life Limited Board
•
Member of the Centuria Life Limited Audit Committee
•
Member of the Centuria Life Limited Risk &
Compliance Committee
•
Chairman of the Centuria Healthcare Pty Ltd Board
Interests in CNI
Ordinary stapled securities: 422,753
Ms Kristie R. Brown, B. Comm, B. Law
(Hons)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Experience and expertise
Kristie is an experienced real estate investment and legal
professional who was appointed to the Centuria Board
on 15 February 2021 as an Independent Non-Executive
Director as well as a member of the Group’s Audit, Risk
and Compliance Committee (ARCC) and the Conflicts
Committee.
Kristie has a background in corporate law with over 17
years’ experience in funds management and M&A. She
has practiced at Clayton Utz and Ashurst (then, Blake
Dawson Waldron) and has considerable experience
working with large corporations, fund managers, financial
institutions, private equity and hedge fund operators, real
estate investment trusts, developers and financiers.
Subsequent to her legal career, Kristie established a
private investment business, Danube View Investments,
which primarily operates in the Australian property sector.
Kristie is also a founding partner of investment firm,
Couloir Capital, which was established in 2020 to invest
its own capital in unique investment opportunities and to
introduce such opportunities to like-minded family office
and high net worth investors.
Directorship of other listed companies
None
Responsibilities
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Audit, Risk & Compliance
Committee
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Conflicts Committee
Interests in CNI
Ordinary stapled securities: Nil
Mr John R. Slater, Dip.FS (FP), F Fin.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Experience and expertise
John was appointed as a financial adviser to Centuria Life
Limited in 2011 and as a member of its Board in 2013. On
22 May 2013, he was appointed as a Director of Centuria
Capital Limited. He also serves on the Nomination &
Remuneration Committee
John was previously a senior executive at KPMG Financial
Services prior to establishing a financial advisory
practice. Since the sale of that practice, he has focused
on consulting activities and his non-executive roles with
Centuria.
John has deep experience in all financial market sectors
gained during his 36-year career. Over this time, he has
been directly involved with investments and investment
committees and sits on the Investment Committees of
Centuria Life and the Over Fifty Guardian Friendly Society
Limited. John continues to be active in investment
committee activities in other non-aligned financial
groups.
Directorship of other listed companies
None
Responsibilities
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Audit, Risk & Compliance
Committee
•
Member of the Centuria Capital Limited and
Centuria Funds Management Limited Nomination &
Remuneration Committee
•
Member of the Centuria Life Limited Board
•
Chair of the Centuria Life Limited Investment
Committee
Interests in CNI
Ordinary stapled securities: 3,110,677
Ms Susan L. Wheeldon, MBA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Experience and expertise
Susan joined the Centuria Capital Group Board as an
Independent Non-Executive Director in August 2016.
She brings extensive experience across international
commercial markets within ICT, real estate, legal, aviation
and online retail sectors.
Currently, Susan is Airbnb’s Country Director for Australia,
New Zealand & Oceania. Previously, she served in
a number of roles, including Head of Government,
Performance and Agency at Google, working with major
national and global companies.
During her career, Susan has held senior positions in
Australia and the United Kingdom across a diverse range
of industries including global law firms DLA Piper and
King & Wood Mallesons, working with the Virgin Australia
& Virgin Atlantic airline brands, as Vice President of
Groupon, and as Head of Brand & Retail at AMP Capital
Shopping Centres.
She holds an MBA from the University of NSW (AGSM),
and is a member of Australian Institute of Company
Directors as well as holding a Corporate Director's
Certificate from Harvard Business School.
Directorship of other listed companies
None
Responsibilities
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Chair of the Centuria Capital Limited and Centuria
Funds Management Limited Nomination &
Remuneration Committee
•
Chair of the Centuria Capital Limited and Centuria
Funds Management Limited Culture and ESG
Committee
Interests in CNI
Ordinary stapled securities: Nil
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
69
68
Mr Jason C. Huljich, B. Comm
EXECUTIVE DIRECTOR AND JOINT CHIEF EXECUTIVE OFFICER
Experience and expertise
Joint CEO Jason Huljich’s 28-year real estate career spans
the commercial and industrial real estate sectors. Jason
along with joint CEO, John McBain, collectively oversee
$21 billion of assets under management.
Jason is chiefly responsible for the company’s real estate
portfolio and funds management operations including
the listed Centuria Industrial REIT (ASX:CIP) and Centuria
Office REIT (ASX:COF), as well as Centuria’s extensive
range of unlisted funds across Australia and New Zealand.
Since Centuria was established, Jason has been pivotal in
raising over $5 billion for the listed and unlisted vehicles.
He has been central to positioning Centuria as Australia’s
fourth largest external property funds manager. CNI
and CIP are included in the S&P/ASX 200 index. COF is
included in the S&P/ASX 300 index. CIP and COF are part
of the FTSE EPRA Nareit Global index.
Jason has a hands-on approach to the real estate
operations throughout the Group’s platform. The
Transactions, Development, Funds Management,
Distribution, Marketing and Asset Management teams all
report directly to him.
Jason is a Property Funds Association (PFA) of Australia
past President. The PFA is the peak industry body
representing the $125 billion direct property investment
industry. Jason currently sits on the Property Council’s
Capital Markets Division Committee.
Directorship of other listed companies
None
Responsibilities
•
Joint Chief Executive Officer
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Culture and ESG
Committee
•
Member of the Centuria Life Limited Board
•
Member of the Centuria Healthcare Pty Ltd Board
•
Member of Centuria Bass Credit Pty Limited Board
Interests in CNI
Ordinary stapled securities: 6,446,081
Performance Rights granted: 2,943,590
Mr John E. McBain, Dip. Urban
Valuation
EXECUTIVE DIRECTOR AND JOINT CHIEF EXECUTIVE OFFICER
Experience and expertise
Joint CEO John McBain’s 40-year real estate career
commenced after graduating from Auckland University
with a valuation qualification. His experience spans the
commercial and industrial markets in Australia, NZ and UK
and the healthcare and agriculture sectors.
He is an executive director of Centuria Capital Limited,
Centuria Life Limited, Centuria Healthcare Pty Limited
and Centuria Property Funds No. 3 Limited (formerly
Primewest Management Limited) and a director of
Centuria Bass Credit Pty Limited. John is a director of
NZX-listed Asset Plus Limited (NZX: APL). He also serves
on the Centuria NZ and Centuria Healthcare Management
committees.
John is a founder of Centuria Capital Limited and is
responsible for Centuria’s corporate team. This remit
includes corporate strategy, M&A and leadership of the
Finance, Governance, Compliance, Investor Relations,
Communications and ESG teams. He also serves on the
Non-Financial Risk Committee and the ESG Management
Committee.
John has been instrumental in the integration of several
businesses into the Centuria group, including the 360
Capital Group, Heathley Asset Management (now Centuria
Healthcare), Augusta Capital Limited (now Centuria NZ)
and the Primewest Group. These acquisitions, together
with a successful asset program overseen by fellow joint
CEO Jason Huljich, has seen the pair oversee significant
corporate growth over the past 28 years culminating
in Centuria Capital Limited entering the S&P ASX 200
index in 2021 with the group now managing $21 billion of
assets.
Directorship of other listed companies
Asset Plus Limited (NZX:APL)
Responsibilities
•
Joint Chief Executive Officer
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Member of the Centuria Life Limited Board
•
Member of the Centuria Healthcare Pty Ltd Board
•
Member of Centuria Bass Credit Pty Limited Board
Interests in CNI
Ordinary stapled securities: 7,888,282
Performance Rights granted: 2,943,590
Ms Joanne Dawson, B.Comm, MBA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Experience and expertise
Joanne Dawson joined the Centuria Board as an
Independent Non-Executive Director as well as a member
and Chair of the Group’s Audit, Risk and Compliance
Committee (ARCC) in November 2023.
Ms Dawson has experience in highly regulated, service
businesses coupled with a long history of corporate
transactions. She is presently a Non-Executive Director
of PSC Insurance Group Limited (ASX:PSI), AMA Group
Limited (ASX:AMA), Pacific Current Group Limited
(ASX:PAC), Bank First Ltd, PetSure (Australia) Pty Ltd
and an Independent Trustee Director and Chair of the
Investment Committee of Vision Super.
Her previous board experience includes Templeton
Global Growth Fund Limited (ASX:TGG). She worked with
Deloitte in both Australia and the USA in their Financial
Services, Assurance and Advisory Division including as a
consultant to the US Department of Housing and Urban
Development. She was also founder and CEO of Executive
Wealth Strategies, is a Chartered Accountant and a Fellow
of the Australian Institute of Company Directors. She has
a Bachelor of Commerce from the University of Melbourne
and a Master of Business Administration from RMIT.
Directorship of other listed companies1
•
PSC Insurance Group Limited (ASX:PSI)
•
AMA Group Limited (ASX:AMA)
•
Pacific Current Group Limited (ASX:PAC)
Responsibilities
•
Member of the Centuria Capital Limited and Centuria
Funds Management Limited Boards
•
Chair of the Centuria Capital Limited and Centuria
Funds Management Limited Audit, Risk & Compliance
Committee
•
Member of the Centuria Life Board
•
Chair of the Centuria Life Audit Committee
•
Chair of the Centuria Life Limited Risk & Compliance
Committee
Interests in CNI
Ordinary stapled securities: Nil
1. Joanne Dawson was formerly a Director of Templeton Global Growth Fund Limited (ASX:TGG) with a resignation date of 1 November 2021.
Directors' meetings
The following table sets out the number of Directors' meetings (including meetings of committees of Directors) held
during the financial year and the number of meetings attended by each Director (while they were a Director or Committee
member).
Director
Board meetings
Audit, Risk and
Compliance
Committee
meetings
Nomination and
Remuneration
Committee
meetings
Conflicts
Committee
meetings
Culture and
ESG Committee
meetings
A
B
A
B
A
B
A
B
A
B
Mr Garry S. Charny
15
15
#
#
5
5
9
8
4
4
Ms Kristie R. Brown
15
15
6
6
#
#
9
8
#
#
Ms Joanne Dawson
10
10
4
4
#
#
#
#
#
#
Mr Peter J. Done*
5
5
2
2
#
#
#
#
#
#
Mr Jason C. Huljich
15
12
#
#
#
#
#
#
4
4
Mr John E. McBain
15
14
#
#
#
#
#
#
#
#
Mr John R. Slater
15
15
6
5
5
4
#
#
#
#
Ms Susan L. Wheeldon
15
15
#
#
5
4
#
#
4
4
A = Number of meetings held during the time the Director held office during the year.
B = Number of meetings attended.
# = Not a member of Committee.
*Mr Peter J. Done resigned on 17 November 2023.
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
71
70
Company secretary
Anna Kovarik joined Centuria as General Counsel and Company Secretary in 2018 and was promoted to Group Chief Risk
Officer and Company Secretary in 2020. She is an experienced governance professional having worked with ASX-listed and
unlisted boards, predominantly within the listed property and financial services sectors. In her current role at Centuria, Anna
is responsible for legal, risk management, regulatory compliance, insurance and governance activities across the Group.
Anna is a member of the Senior Executive Committee, the Non-Financial Risk Committee and the ESG Management
Committee. She holds an Executive MBA from the University of Sydney and is a member of the Australian Institute of
Company Directors.
Principal activities
The principal activities of the Group during the financial year were the marketing and management of investment products
including direct interest in property funds, friendly society investment bonds, property and development finance and other
investments across Australasia.
Significant changes in the state of affairs
Significant changes in the state of affairs of the Group during the financial year were as follows:
•
On 10 April 2024, the Centuria Capital Group increased its interest in the Centuria Bass Credit Pty Ltd from 50% to 80%
for a consideration of $57 million. This incremental stake was funded via $28.5 million of cash and $28.5 million in CNI
scrip, comprising of 16,056,337 securities issued at $1.775 per security. Increase in the ownership stake resulted in
the Centuria Capital Group gaining control over Centuria Bass, leading to the consolidation of the Centuria Bass Credit
Pty Ltd Group on 10 April 2024.
•
On 13 June 2024, the Group negotiated two new loan notes, Loan Note A1 ($60 million) and Loan Note A2 ($40 million)
with maturity terms of 13 June 2029.
Operating and financial review
The Group recorded a consolidated statutory net profit for the year of $102,161,000 (2023: $105,932,000). Statutory net
profit after tax has been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards,
which comply with International Financial Reporting Standards.
The Group recorded an operating profit after tax of $94,659,000 (2023: $115,588,000). Operating profit after tax excludes
non-operating items such as transaction costs, mark to market movements and share of net profit of equity accounted
investments in excess of distributions received.
The statutory NPAT includes a number of items that are not considered operating in nature, the table below provides a
reconciliation from statutory profit to operating profit.
Reconciliation of statutory profit to operating profit
30 June 2024
$'000
30 June 2023
$'000
Statutory profit after tax
102,161
105,931
Statutory basic earnings per security (EPS) (cents)
12.6
13.3
LESS NON-OPERATING ITEMS
Share of equity accounted net loss in excess of distributions received
13,899
6,180
Transaction and other costs
4,652
3,862
Unrealised (gain)/loss on mark to market movements of investments and derivatives
(19,749)
296
Profit attributable to controlled property funds
(36)
(24)
Tax impact of non-operating items
(6,268)
(657)
Operating profit after tax
94,659
115,588
Operating basic EPS (cents)
11.7
14.5
Outlook
The Group remains focused on sourcing quality real estate investment opportunities, utilising the Group's deep real estate
expertise and leveraging the platform to create value for our investors. The REIT management revenues, joint venture
interests, institutional partnerships, and real estate credit business, combine to create a strong diverse and recurring
revenue base.
Earnings per security (EPS)
2024
2023
Operating
Statutory
Operating
Statutory1
Basic EPS (cents/security)
11.7
12.6
14.5
13.3
Diluted EPS (cents/security)
11.5
12.5
14.3
13.1
Dividends and distributions
Dividends and distributions paid or declared by the Group during the current financial year were:
Cents per
security
Total amount
$'000
Date paid
DIVIDENDS/DISTRIBUTIONS PAID DURING THE YEAR
Final 2023 dividend (100% franked)
0.50
3,999
18 August 2023
Final 2023 Trust distribution
5.30
42,389
18 August 2023
Interim 2024 dividend (100% franked)
0.40
3,220
20 February 2024
Interim 2024 Trust distribution
4.60
37,033
20 February 2024
DIVIDENDS/DISTRIBUTIONS DECLARED DURING THE YEAR
Final 2024 dividend (100% franked)
0.40
3,296
22 August 2024
Final 2024 Trust distribution
4.60
37,902
22 August 2024
Centuria Capital Group Senior executives
Senior executives Centuria Capital Group
73
72
A summary of the Group's operating segments is provided in Note A5 of the Financial Report. The Operating NPAT for
the Group comprises the result of the divisions which report to the Joint CEOs and Board of Directors for the purpose of
resource allocation and assessment of performance.
Operational highlights for the key divisions were as follows:
Segment
Operating profit after tax $'000
Increase/
(Decrease)
$'000
Increase/
(Decrease) %
Highlights
2024
2023
Property Funds Management
57,770
79,225
(21,455)
(27)
(a)
Co-investments
17,502
17,233
269
2
(b)
Developments
812
6,613
(5,801)
(88)
(c)
Property and Development Finance
9,391
4,606
4,785
104
(d)
Investment Bonds Management
2,449
2,424
25
1
(e)
Corporate
6,735
5,487
1,248
23
Operating profit after tax
94,659
115,588
30 June 2024
$m
30 June 2023
$m
$m
%
Total assets
2,284
2,065
219
11
Total liabilities
808
651
157
24
Total net assets
1,476
1,414
62
4
Operating balance sheet gearing
12.1%
10.9%
Assets under management
21,100
21,000
100
A detailed Segment Profit and Loss as well as a detailed Segment Balance Sheet is outlined in Notes B1 and C1 respectively.
Operational highlights for the key segments were as follows:
(a) Property funds management
For the year ended 30 June 2024, Property Funds
Management operating NPAT of $57,770,000 was lower
than the prior year ending 30 June 2023 by $21,455,000
primarily due to the impact of fewer recognition of
performance fees as well as lower property acquisitions.
For the year ended 30 June 2024, excluding the after
tax impact of performance fees, the Property Funds
Management segment operating NPAT decreased by
$5,756,000 or 9.7% reflecting the lower number of
acquisitions and underwrites for the period.
(b) Co-investments
For the year ended 30 June 2024, the co-investments
segment operating NPAT increased by $269,000. This was
primarily due to the increase of high yielding returns on
underwrite support provided during the year.
The operating profit after tax for the co-investments
segment represents the distributions and returns
generated from investment stakes held less applicable
financing costs.
(c) Developments
For the year ended 30 June 2024, the Developments
segment operating net profit after tax was $812,000, a
decrease of $5,801,000 from the year ended 30 June
2023. The decrease is primarily due to the completion of a
number of projects.
(d) Property and development finance
For the year ended 30 June 2024, the Property and
Development Finance segment's operating NPAT was
$9,391,000. The Centuria Bass operating NPAT has
increased by 104% compared to the prior year ended
30 June 2023 due to AUM increasing from $1.3 billion to
$1.9 billion.
The increase in reported profitability for the business
reflects both the continued growth in the underlying
business as well as the increase in the Group’s ownership
stake from 50% to 80% on 10 April 2024. The increase in
ownership stake resulted in the Centuria Capital Group
gaining control over Centuria Bass, leading to the full
consolidation of the Centuria Bass financials commencing
from 10 April 2024.
The results of operations for Centuria Bass prior to 10
April 2024 have been retained and disclosed on an equity
accounted basis, with its operating results shown in Note
B1 at the Group's previous 50% proportionate share.
(e) Investment bonds management
For the year ended 30 June 2024, the Investment Bonds
Management segment's operating NPAT remained in line
with the prior year, increasing by $25,000.
Events subsequent to the reporting date
On 1 August 2024, the Group settled the sale of
69 Moehau Street, Te Puke (Te Puke Lifecare) for
NZ$8,400,000 (AU$7,644,000).
On 6 August 2024, Centuria Capital Group acquired a 50%
stake in ResetData Pty Limited for up to $21,000,000,
marking its entry into the data centre market. This
investment leverages liquid immersion cooling (LIC)
technology, which offers a smaller footprint, lower energy
consumption, and reduced carbon emissions compared
to traditional data centres.
The investment has been funded through existing debt
headroom and is projected to be earnings neutral in
FY25 and accretive to operating EPS (OEPS) from FY26
onwards. This acquisition aligns with Centuria’s strategy
to capitalise on growth in data storage and artificial
intelligence (AI), providing a competitive edge in the real
estate market.
Concurrent with the transaction, ResetData committed to
a 10-year lease with the Centuria Office Fund (ASX:COF)
at 818 Bourke Street, Vic, transforming it into one of
Australia’s first AI inferencing and ultra high density LIC
data centres.
Other than the above, there has not arisen in the interval
between 30 June 2024 and the date hereof any item,
transaction or event of a material and unusual nature
likely, in the opinion of the directors of the Company, to
affect significantly the operations of the Group, the results
of those operations, or the state of affairs of the Group, in
future financial periods.
Business strategy, future opportunities
and business risks effecting the Group
The Group continues to pursue its strategy of focusing on
its core operations, boasting Assets Under Management
in excess of $21.1 billion at the date of this report.
During the year the Group undertook $2.3 billion in gross
transactional activity, expanded its development pipeline
to $2.2 billion and despite turbulent market conditions,
raised additional unlisted capital exceeding $1.15 billion.
The progress on the Group’s core operations were
complemented with expansion of the Group’s Property
and Development finance offering, with the division
increasing its Assets Under Management to $1.9 billion
and the Group increasing its ownership stake in Centuria
Bass Credit to 80%.
The growth in the size and scale of the Property and
Development Finance business during the year was
complemented with the recently announced expansion
of the group into the fast emerging data centre sector
through the 50% acquisition of the ResetData business.
The ResetData platform will enable the Group to offer a
unique value proposition across the entire data storage
and processing value chain, leveraging excess power
from the grid, combined with the liquid immersion cooling
of bespoke high density hardware and offering proprietary
cloud platform solutions for customers.
This new business line is expected to benefit suitable
properties within the Group’s property portfolio delivering
higher rent, the potential for increased valuations for
investors as well as providing liquid cooled immersion
technology benefiting new and existing tenants. The
benefits for the Group’s property platform investors
are expected to be complemented with future revenue
streams and profitability for the Group’s Investors derived
from the 50% stake in ResetData.
As a leading Australasian funds manager, the Group’s
strategy for the upcoming year is as follows:
•
As financial markets stabilise in FY25/26, leverage
relative attractiveness of Centuria’s core and
alternative sectors.
•
Access and deploy capital from a matrix of new and
existing investors.
•
Scale newly established alternate vehicles.
•
Maintain differentiation within Centuria’s platform as a
unique 'point of difference' for investors.
The Group expects to deliver on its strategy through the
execution of the following:
•
Continue to actively manage Centuria’s property
portfolio through the current cycle to best position
assets for improved and resilient investor outcomes.
•
Grow alternative real estate offerings that appeal to
Centuria’s unlisted investors.
•
Continue to grow real estate credit revenues, taking
advantage of attractive market conditions.
•
Accelerate liquid immersion cooled edge data centre
rollout across eligible offices and other property
sectors.
•
Execute organic real estate growth, assess innovative
real estate based M&A opportunities.
•
Extract embedded value from committed and future
development pipelines, create new generation stock
for Centuria funds.
•
Select balance sheet support to grow and align with
the real estate platform - cash on hand, mandates and
partnerships available for immediate deployment.
Additional details in relation to the Groups operations
including relevant opportunities and risks across each of
its operating segments, which have been outlined below.
Property Funds Management
The Group manages an Australasian portfolio of property
assets across listed and unlisted retail and wholesale
scheme structures as well as through institutional
mandates and partnerships. As at the date of this report,
the Group’s real estate assets under management were in
excess of $20.2 billion. The Group supports a diversified
range of property asset classes and has developed
relevant skills across the platform enabling management
to identify the optimal product and asset focus to support
its growth objectives. This is delivered utilising the
Group’s deep inhouse expertise located in offices located
throughout Australia, New Zealand and the Philippines.
The Group utilises its balance sheet resources to
provide capital support in the form of co-investment
or by providing temporary capital raising and financing
support as new acquisition and product opportunities are
brought to market. The Group will continue to identify the
appropriate vehicle and structure to meet the appetite
of investors across its listed, unlisted and institutional
platforms and support a strong distribution and marketing
footprint for these products.
The Group manages a number of institutional mandates
and partnerships and seeks to secure further mandates
as it identifies property investment opportunities. The
Group oversees a diversified range of products that may
operate differently depending on market conditions
at a particular point of time. Accordingly, outcomes for
these products may counterbalance each other during
each market cycle as changes in appetite for particular
products vary across differing asset classes. The
performance of the underlying funds managed by the
Group may therefore impact on the ability of the Group
to grow and develop its property funds management
business. Different funds command a range of revenue
streams, which may increase or decrease overtime,
impacting the Group’s overall growth profile.
Investor sentiment and rapid rises in interest rates
have negatively impacted some funds, in particular by
increasing the cost of debt, reducing valuations for some
assets and increasing liquidity demands with Centuria’s
open ended funds. Centuria’s Funds Management Team
is heavily focused on working through issues arising
from these conditions and best positioning assets as
conditions stabilise.
Diversification across Centuria’s property portfolio
is offsetting the impact of market conditions in any
particular sector with some sectors such as industrial,
retail and agriculture experiencing continued strength
in market conditions whilst office assets continue to
experience headwinds.
Other material business risks faced by the Property Funds
Management business that may impact the financial
performance of the Group include:
•
loss of key personnel. The Group seeks to mitigate this
risk through appropriate remuneration and incentives;
and
•
economic factors affecting fund performance, property
valuations and investor appetite. Whilst these are
predominately market driven factors, the Group seeks
to actively manage its assets through the economic/
asset cycle to maximise tenancy and other value add
opportunities in order to best position its property
assets and optimise fund performance.
For the forthcoming financial year, the Group expects to
continue executing real estate transactions including
acquisitions and divestments, which will generate
transaction fees and improve its revenue mix across
its diversified platform. This will include acquisition,
financing, underwriting as well as sales fees.
During the year the Group’s Unlisted platform benefitted
from circa $550 million in direct capital inflows and
approximately $600 million of new institutional capital
which added to its Diversified portfolios of assets across
Australia and New Zealand, which encompass circa 400
properties and close to 2,450 tenant customers.
Co-investments
The Group holds a range of co-investments. These
holdings are diversified across real estate and credit
funds within the Group. This diversification is expected
to continue to deliver returns to the Group in line with the
performance of these underlying funds as well as acting
as a risk mitigant of exposure to any one sector.
The diversification of holdings means the performance
of the Group's co-investments will vary through differing
economic cycles. The relative performance of each
holding and the differing time horizons each investment
is held may also contribute to changing return profiles for
the Group.
Ultimately, in addition to delivering returns, this operating
segment supports the growth of the Group’s real estate
and credit funds management platform.
Developments
Centuria acts as the development manager for a portfolio
of development projects and appoints well regarded
building contractors to complete the development and
take on construction risk. Growth in this area is driven by
Centuria’s ability to source development opportunities
that meet feasibility assessment requirements and can
be funded from Centuria’s strong balance sheet or access
to capital and debt.
Key risks to the future growth prospects of this division
include the ability to source projects that meet the
feasibility assessment criteria, particularly where building
costs are elevated. Increased costs, project overruns
and the ability of building contractors to deliver against
contracted obligations are material risks that may impact
on the financial performance of the Group.
Centuria seek to manage these risks by having a highly
experienced development team sourcing opportunities,
applying a stringent feasibility assessment process,
closely monitoring the progress of development projects
and partnering with well regarded and capitalised building
contractors.
Development activity is predominantly undertaken
to create a new generation of real estate, suitable
for the Group’s managed funds. Whilst development
activity results in the generation of development fees,
occasionally the Group may also hold certain projects
on its own balance sheet with the aim of delivering
development profits.
The development pipeline of the Group includes
committed and future projects at various stages of
feasibility, planning, approval and construction.
Property and Development Finance
During the year, the Group increased its interest in
the Centuria Bass Credit Pty Ltd from 50% to 80%
for a consideration of $57 million, leading to the full
consolidation of the Centuria Bass Credit business
commencing from 10 April 2024.
This operating segment has exposure to products
investing in the provision of debt to residential property
development projects. The growth of this division
is expected to benefit from a higher interest rate
environment coupled with favourable market conditions
and growing market share for non-bank lenders.
Whilst loan defaults may occur, they are managed by
Centuria Bass’ experienced team with suitable credit risk
assessment processes to ensure that sufficient loan to
value (LVR) and other risk mitigants are in place. Where
default situations are well managed, this can result in
increased returns to investors and Centuria Bass. Other
than via any co-investments held, the Group does not
bear direct credit risk.
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Material risks that may impact the future prospects of this
business include:
•
changes to interest rates, impacting the returns
achievable for credit products both positively and
negatively. This economic factor may have an impact
on the relative attractiveness of this product to
investors. It is important to note that interest rate
changes are likely to have a counterbalancing change
to the attractiveness of unlisted property products
offered by the Group and highlights the importance of
diversified product offerings;
•
the ability of the Centuria Bass team to source
suitable loans to grow the portfolio, which may have
an impact on the growth strategy for this division.
Centuria Bass seeks to manage this risk by focusing
resourcing on the development of a strong broker
distribution network and loan origination marketing
presence; and
•
changes to economic or market conditions which may
impact the rate of loan defaults, particularly where
defaults occur and where property values are also
impacted. Centuria Bass’s credit assessment and
selection process seeks to manage this risk.
Investment Bonds Management
The Group has invested in substantial product
development with the launch of its LifeGoals product and
is seeking to offset outflows of legacy policies with new
inflows. Legislative changes to superannuation have led
to increased interest in the investment bonds sector.
Centuria also provides investment and administrative
services to the Over Fifty Guardian Friendly Society Ltd
(OFGFS) and derives fees as a percentage of funds under
management. The funds under management for OFGFS
are driven by the sale of pre-needs funeral contracts and
the run off rate as policies mature. These two key factors
may impact on the financial performance of the Group
both positively and negatively by changing fees payable
to the Group.
Material business risks faced by the Investment Bonds
Management division that may impact the financial
performance of the Group are as follows:
•
Loss of key personnel. The Group seeks to mitigate
this risk through appropriate remuneration and
incentives.
•
Failure to meet industry and customer expectations
around product administration, impacting the ability
of the division to attract and retain customers or
financial advisers. The Group seeks to manage this
risk by working with its external registry provider
to ensure continual improvement and by closely
monitoring service levels.
•
Poor fund performance impacting the ability to attract
and retains customers. The Group seeks to manage
this risk by having a robust selection and monitoring
process for those fund managers included in its
LifeGoals product as well as by having a broad suite of
investment options.
•
Any changes to regulation or tax treatment of
investment bonds may impact on the ability to attract
and retain customers, as Investment Bonds currently
provide tax benefits to certain investors when held
over the medium term.
Operational risks
As well as the specific risks noted above, the Group is
faced with a number of broad operational risks that may
impact the future financial performance of the Group.
These include:
•
cyber security risk;
•
regulatory risk;
•
outsourcing risk;
•
human resourcing risk (including culture risk);
•
insurance risk;
•
financial costs;
•
access to capital (via capital markets);
•
work health and safety (WHS) risks (both corporate
and across the property portfolio); and
•
business disruption/continuity.
Each of the Group’s material risks are monitored and
managed at both consolidated and subsidiary entity level
applying a strong risk management framework supported
by a strong risk culture, an experienced and specialist
management team and Board and Committee oversight of
the management of material risks within the risk appetite
set by the Board.
Centuria’s Operations and Risk Team are investing
significant time and focus on Operational Risk and
Resilience and cyber security as it uplifts to meet evolving
risks and regulatory expectations. Significant focus has
also been given by the Property Management and Risk
Team to Centuria’s WHS practices as the number and
diversity of assets managed within the property portfolio
has grown.
The Centuria sustainability framework addresses
ESG-related topics that are relevant to Centuria and
our business operations. The sustainability framework
provides a strategic focus on ESG topics where risks may
evolve, including climate change, energy, and emissions.
Centuria has set a clear mandate for the Group to
consider the impacts of climate change on its operations
and investments through an approved ESG Policy.
The Group is continually enhancing its internal
preparedness and capability to respond to the
emerging Australian climate related disclosures from
the Australian Accounting Standards Board (AASB)
and mandatory climate related disclosures from the
External Reporting Board (XRB) in New Zealand this
fiscal year. Progress made against Centuria’s climate
related strategy this fiscal year included the creation
of three climate scenarios that utilise the latest climate
science from the sixth Assessment Report (AR6) from the
Intergovernmental Panel on Climate Change (IPCC), the
identification of climate related risks and opportunities
for CNI, CIP, COF and NZ Schemes, and the assessment
of potential business impacts for each of the Schemes
required to report under XRB in New Zealand.
Environmental regulation
The Australian Accounting Standards Board (AASB) has
released Exposure Draft ED SR1 Australian Sustainability
Reporting Standards - Disclosure of Climate related
Financial Information. ED SR1 includes three proposed
Australian Sustainability Reporting Standards (ASRS)
that are based on the International Financial Reporting
Standards Sustainability Disclosure Standards.
The Treasury Laws Amendment (Financial Market
Infrastructure and Other Measures) Bill 2024 was
introduced into parliament in March 2024 to phase in new
mandatory climate related financial disclosure obligations
for entities based on the requirements outlined in ED SR1.
Based on the ‘date of effect’ outlined in the Bill, the
Group expects its first year of mandatory reporting to be
FY27 (Group 2). The Group is focussed on progressing its
preparedness for mandatory climate related disclosures
in Australia.
Other than the above, the Group’s operations are not
subject to any additional significant environmental
regulation under Commonwealth, State or Territory
legislation.
Indemnification of officers and auditor
The Company has agreed to indemnify all current and
former directors and executive officers of the Company
and its controlled entities against all liabilities to persons
(other than the Company or a related body corporate)
which arise out of the performance of their normal duties
as a director or executive officer unless the liability relates
to conduct involving a lack of good faith.
The Company has agreed to indemnify the directors and
executive officers against all costs and expenses incurred
in defending an action that falls within the scope of the
indemnity and any resulting payments.
The directors have not included details of the nature of
the liabilities covered or the amount of premium paid in
respect of the directors' and officers' liability and legal
expenses insurance contracts, as such disclosure is
prohibited under the terms of the contracts. The Company
has not otherwise, during or since the end of the financial
year, except to the extent permitted by law, indemnified or
agreed to indemnify an officer or auditor of the Company
or any related body corporate against a liability incurred
as an officer or auditor.
Non-audit services
During the financial year, KPMG, the Group’s auditor, has
performed services in addition to the audit and review
of the financial statements. Details of amounts paid or
payable to KPMG are outlined in Note F3 to the financial
statements.
The directors are satisfied that the provision of non-audit
services during the year, by the auditor (or by another
person or firm on the auditor's behalf) is compatible
with the general standard of independence for auditors
imposed by the Corporations Act 2001.
The directors are of the opinion that the services as
disclosed in the financial statements do not compromise
the external auditor's independence, based on advice
received from the Audit, Risk & Compliance Committee,
for the following reasons:
•
All non-audit services have been reviewed and
approved to ensure that they do not impact the
integrity and objectivity of the auditor.
•
None of the services undermine the general
principles relating to auditor independence as set out
in the Code of Conduct APES 110 Code of Ethics for
Professional Accountants issued by the Accounting
Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting
in a management or decision making capacity for
the Company, acting as advocate for the Company or
jointly sharing economic risks and rewards.
A copy of the auditor's independence declaration as
required under section 307C of the Corporations Act 2001
is set out on page 107.
Rounding of amounts
The Group is an entity of a kind referred to in ASIC
Legislative Instrument 2016/191, related to the
‘rounding off’ of amounts in the Directors’ Report and
financial statements. Amounts in the Directors’ Report
and financial statements have been rounded off, in
accordance with the instrument to the nearest thousand
dollars, unless otherwise indicated.
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Nomination and
Remuneration Committee
Chair's letter
Dear Investor,
As the Chair of the Nomination and
Remuneration Committee, it is my
privilege to introduce the Remuneration
Report for the financial year ended 30
June 2024.
This report, which has been endorsed by the Board,
strives to provide a comprehensive and transparent
overview of executive compensation, the link between
pay and performance as well as its alignment with our
short term and long term strategic business objectives.
This approach not only fulfils our statutory reporting
obligations but also offers our investors a clear
understanding of our commitment to fair and responsible
remuneration practices.
Annually, the Board conducts a review of the Group's
executive remuneration policies, ensuring that our
strategies remain reflective of prevailing market practices.
Such diligence is pivotal in ensuring the business is
able to attract, retain, and motivate its executives who
are not only incentivised towards delivering continued
profitability but also adept at managing risks. This
approach underscores our commitment in fostering
leadership which is both dynamic and prudent.
Executive remuneration
Consistent with the prior year, whilst our overall
philosophy on remuneration remains unchanged, we
have refined our FY24 remuneration by rebalancing
the Short Term Incentive (STI), including through the
introduction of new performance measures. These
changes were designed to ensure our remuneration
practices remain aligned and responsive to the evolving
dynamics of economic conditions as well as changes
to the overall business landscape. The introduction of
these supplementary short term performance hurdles,
ensure that our Key Management Personnel (KMP) remain
motivated in navigating current market challenges whilst
delivering a resilient operating performance.
With respect to the FY24 STI plan structure, to ensure
resilience in the Group’s operating earnings and
distributable income for our investors, greater emphasis
was placed on the successful delivery of the FY24
operating earnings per share (EPS) guidance, with this
measure attracting a 30% weighting. This was combined
with a 15% weighting assigned to Equity Sources,
retained from last year’s structure as it remains an
essential part of the Group’s strategy.
Susan Wheeldon
INDEPENDENT NON-EXECUTIVE DIRECTOR
Additionally, a new measure was imposed attracting a 15%
overall weighting, measuring fund performance against
the MSCI PCA Unlisted Benchmark. With the underlying
performance of our managed funds representing the
life blood of our business, this measure ensures our
management prioritises the financial stability and
resilience of our investor base.
Non-financial measures and weightings across
Sustainability and Team Engagement has remained
unchanged for the FY24 period, while the previous
Diversity and Governance measure was expanded to
also include hurdles relating to the Group’s leadership
capabilities and succession planning, underscoring their
significance to Centuria’s foundational strategy. Further,
a new Risk Management measure, weighted at 10%,
was introduced to reflect the increasing importance
and complexity of the Group’s regulatory environment in
certain business units including Investment Bonds. Whilst
these regulatory changes only impacted certain parts of
the business, it was considered prudent by the Board to
incentivise management to extend and replicate these
enhancements across the entire platform.
Further details with respect to the STI plan structure are
included on page 92 of the Remuneration Report.
Regarding long term incentives (LTI), the Board elected
to maintain the now established blend of Relative and
Absolute Total Securityholder Return (TSR) measures,
assessed against A-REIT peers within the S&P/ASX
200. The Board upholds the view that these measures
remain the most fitting, aligning the long term interests
of executives with those of our securityholders. In
line with previous years, the FY25-28 LTI is set to vest
progressively over the third and fourth years.
Non-Executive Director (NED)
remuneration
The NED fee schedule continues to be calibrated
against A-REIT peers in the S&P/ASX 200 to ensure
director remuneration remains in line with market norms
and reflects the substantial responsibilities of each
director across the various Boards and Committees
they contribute to. It also reinforces our pursuit of
independence and diversity within the Board by setting
remuneration that attracts the highest calibre of talent.
Our structure encompasses roles within the Board and
Board Committees across the Group, including CNI
and other operational entities, and was designed to
provide greater clarity of director compensation within
our multifaceted business. Detailed information on the
Group’s NED fee structure is available on page 100 of the
Remuneration Report, including a clear delineation of
duties and associated fees to each NED across the various
boards and committees they serve. These disclosures
provide further transparency by establishing a direct
correlation between the benchmarked fee schedule and
the total remuneration disbursed to each NED.
FY24 performance and remuneration
outcomes
I am delighted to announce that the business delivered
against all three financial measures for the current year,
despite the background of financial instability within capital
markets, high interest rates, and pressure on property
valuations. The business reported an Operating EPS of
11.7 cents, in line with guidance. Management performed
well in relation to budgeted equity source raising, which
included the launch of the Group's inaugural opportunistic
style wholesale fund (Centuria Select Opportunities Fund),
the over subscribed Centuria Halls Head Central Fund and
the initial 30% deployment of the Group’s $500 million
Starwood Industrial mandate. In addition, at least seven of
Centuria’s Unlisted Funds were listed in the MSCI Top 10
Fund in all FY24 reporting periods.
While traditional financial measures will continue to
be a fundamental facet in assessing Centuria's senior
executive performance, our strategy for sustainable
growth and diversification increasingly necessitates
the inclusion of non-financial indicators. For FY24
these included measures relating to Sustainability,
Team Engagement, Diversity, Leadership Capability,
Succession Planning as well as the newly introduced Risk
Management measure. It has been especially pleasing
to witness the dedication and progress of management
in relation to the environmental and social pillars of our
revised sustainability framework. Significant progress
has been made in climate related disclosures, with the
Group’s New Zealand funds completing their first year of
mandatory reporting in compliance with the New Zealand
External Reporting Board (XRB) standards.
These results demonstrate the diversity in Centuria’s
platform and the ability of management to harness
tailwinds and capitalise on growth opportunities in a
challenging market. In light of these achievements,
STI outcomes for the Joint CEOs and CFO were 92%
of the maximum FY24 award. Additional information
with respect to the performance demonstrated by our
senior executives against each measure, the rationale
behind their selection and how they contribute to the
overarching strategic goals of the business, have been
outlined on pages 92 to 95 of the Remuneration Report.
The Remuneration Committee, after taking into
consideration a range of market factors, recommended
no increase to the fixed remuneration of the Joint CEOs
for FY25. A 3.5% increase to the fixed remuneration of the
CFO was considered appropriate and approved for FY25.
In the annual review of Centuria’s executive KMP
remuneration framework, the Board reaffirmed the
significant securityholder test adopted last year. This
test stipulates that a portion of the STI for the financial
year will be deferred if the KMP does not meet the
minimum security holding requirements (outlined
on page 87 of the Remuneration Report). The test,
introduced following a review of market best practice,
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ensures that KMPs' interests are critically linked with the
success of the business whilst continuing to recognise
and reward performance.
Finally, the LTI remains a pivotal element of Centuria’s
remuneration framework, aligning the long term interests
of our senior executives with Centuria’s investors. It is
noteworthy that the constraints introduced by capital
markets and the well publicised general downturn in
equities affected Tranche 9 of the LTI, which spanned
the performance period commencing from 1 July 2021 to
30 June 2024. These factors resulted in the non-vesting
of the Tranche 9 LTI awards for the second consecutive
financial period for all relevant Group executives.
Despite the non-vesting of Tranche 9 LTIs, it has been
especially pleasing to witness the continued commitment
of management to long term growth, evidenced through
recent progress in further diversifying and rejuvenating
the Centuria platform. Notable steps taken by management
in this regard included the Group increasing its stakes in
the Centuria Bass business to 80%, now a major divisional
profit centre. Another initiative is the recently announced
expansion of the Group into Cloud Services and Data
Centres, through its 50% investment in ResetData.
Both transactions demonstrate the Group’s continuing
commitment to building a diversified and sustainable
operating platform in addition to positioning the Group to
take advantage of current and future growth opportunities.
The Board remains committed to fostering continued
dialogue with our securityholders and stakeholders about
our remuneration policies and framework. This ongoing
dialogue is essential for highlighting concerns as well as
staying informed of the best practices in both the local
and global markets.
As always, we are grateful for your continued support and
look forward to engaging with you in FY25.
Yours sincerely,
Susan L. Wheeldon
Chair of the Nomination & Remuneration Committee
81
825 ANN STREET, FORTITUDE VALLEY QLD
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Audited Remuneration Report
The Board are pleased to present the Remuneration Report for the period ended 30 June 2024.
This Remuneration Report has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth)
(Act) and the applicable Corporations Regulations 2001 (Cth). The Remuneration Report provides information about the
remuneration arrangements for key management personnel (KMP), which includes Non-Executive Directors and the
Group’s Senior Management for the year ended 30 June 2024.
The report is structured as follows:
•
Details of KMP covered in this report.
•
Remuneration oversight and key principles.
•
Remuneration of Executive Directors and Senior Management.
•
Key terms of employment contracts.
•
Non-Executive Director remuneration.
•
Director and Senior Management equity holdings and other transactions.
Details of KMP covered in this report
The following persons had authority and responsibility for planning, directing and controlling the activities of the Group,
directly or indirectly, including any Director (whether executive or otherwise) of the Company during the full financial year.
Name
Role
Term
Non-Executive Directors
Mr Garry S. Charny
Independent Non-Executive Director and Chairman
Full term
Ms Kristie R. Brown
Independent Non-Executive Director
Full term
Ms Joanne Dawson
Independent Non-Executive Director
Part year (from 28 November 2023)
Mr John R. Slater
Independent Non-Executive Director
Full term
Ms Susan L. Wheeldon
Independent Non-Executive Director
Full term
Mr Peter J. Done
Independent Non-Executive Director
Part year (to 17 November 2023)
Executive Directors
Mr John E. McBain
Executive Director and Joint Chief Executive Officer
Full term
Mr Jason C. Huljich
Executive Director and Joint Chief Executive Officer
Full term
Executives
Mr Simon W. Holt
Chief Financial Officer
Full term
The term 'Senior Management' is used in this remuneration report to refer to the Executive Directors and the Chief
Financial Officer.
Nomination and Remuneration Committee (NRC)
The Board has an established Nomination & Remuneration Committee which operates under the delegated authority
of the Board of Directors. A summary of the Nomination & Remuneration Committee Charter is included on the Centuria
Capital Group website.
The functions of the Committee in respect of remuneration include:
•
making recommendations to the Board regarding the remuneration of non-executive members of Centuria’s Board,
subsidiary boards and committees which shall be reviewed annually;
•
an annual review of the KMP remuneration and the application of incentive programs; and
•
an annual review of the structure and application of the short term and long term incentive schemes and policies for
executives and staff.
Additionally, the function of the Committee in respect of Board, Joint CEOs and Senior Executive performance include:
•
evaluating the performance of the Board, including Committees and individual Directors;
•
assessing the performance of the Joint CEOs and Senior Executives against their key performance indicators; and
•
ensuring other human resource management programs, including fit for purpose performance assessment programs.
The following Non-Executive Directors of Centuria are members of the Nomination and Remuneration Committee:
•
Ms Susan L. Wheeldon (Non-Executive Director and Committee Chair)
•
Mr Garry S. Charny (Non-Executive Director, Chairman of Centuria Capital Limited)
•
Mr John R. Slater (Non-Executive Director)
The Committee is tasked by the Board to advise it in relation to remuneration outcomes and it may obtain external
professional advice and secure the attendance of advisors with relevant experience if it considers this necessary.
Remuneration policy and link to performance
Group structure
Centuria Capital Group is an ASX-listed specialist investment manager with a 28-year track record of delivering a range
of products and services to investors, advisers and securityholders. Our business now spans across property funds
management, development, real estate finance in addition to co-investments and investment bonds, with the following
key areas of focus:
•
Centuria Property Funds which specialises in listed property funds (A-REITs) and unlisted property funds including:
–
listed REITs, Centuria Office Fund (ASX:COF) and Centuria Industrial Fund (ASX:CIP) in Australia;
–
listed property fund in New Zealand, Asset Plus Limited (NZX:APL);
–
Centuria Agriculture Fund;
–
Centuria Diversified Property Fund;
–
Centuria Healthcare Property Fund;
–
Centuria NZ Industrial Fund;
–
120 closed ended unlisted property funds in Australia and New Zealand; and
•
Centuria Healthcare property and funds management business;
•
Centuria Bass Credit real estate finance business;
•
Centuria LifeGoals Investment Bonds.
The Group encompasses a portfolio of wholesale and retail funds, a healthcare business with related wholesale and retail
funds, and a New Zealand business with listed and unlisted funds. It is noted that the listed REITs also are not staffed and
responsibility for these are managed by the executive team and employees of CNI. The Group structure is outlined on
page 84.
The combined market capitalisation of the listed headstock (Centuria Capital Group) and its three listed REITS comprising
CIP, COF and APL, is approximately $4.1 billion.
Given the overall size of the Group, the complexities of the business it operates and its international scope, the Board has
adopted a number of remuneration practices that reflect this. These are represented in our Joint CEO structure as well as
the Directors’ Fees Schedule, which are discussed further in pages 85 and 100 of this report, respectively.
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Legend
Stapled entities
Wholly owned entities
Partially owned entities
The following group structure only outlines the key operating and management entities of the Centuria Capital Group
(note: this is not a full list of controlled entities and associates).
Centuria Capital Limited
Centuria Property
Funds Limited
Responsible entity for:
Centuria Office REIT
(ASX:COF)
Centuria Diversified
Property Fund
Centuria Agriculture Fund
19 registered managed
investment schemes
Centuria Funds
Management
Limited
Responsible entity for:
Centuria Capital Fund
Trustee of Centuria Capital
No. 2 Fund (ASX: C2FHA)
Centuria
Life Limited
Manager for:
45 investment funds
Administrator of the
Over Fifty Guardian
Friendly Society
APRA regulated
Centuria Property
Funds No.2 Limited
Responsible entity for:
Centuria Industrial REIT
(ASX:CIP)
Centuria Healthcare
Property Fund
6 registered managed
investment schemes
Centuria Capital
No.2 Fund
(ASX: C2FHA)
Co-investment stakes:
15.25% Centuria Office REIT (ASX:COF)
15.92% Centuria Industrial REIT (ASX:CIP)
22.19% Centuria Diversified Property Fund
21.31% Centuria Government Income
Property Fund No.2
12.37% Centuria Healthcare Direct
Medical Fund No.2
(Held directly or indirectly through
interposed and related entities).
CFML AREF
Centuria
Capital Fund
Centuria Capital (NZ)
Limited
Centuria Healthcare
Pty Limited
Centuria Property
Services Pty Limited
Centuria Bass
Credit Pty Limited
Real estate credit supplier
Centuria
Developments
Pty Limited
Development pipeline of
$2.2 billion
Co-investment stakes:
10% Centuria NZ Industrial Fund
19.9% Asset Plus Limited
(NZX: APL)
19.9% Centuria NZ Property
Fund (Held directly or indirectly
through interposed entities).
Centuria Healthcare
Asset Management
Limited
Responsible entity for:
3 unlisted registered
managed investment
schemes
Centuria Funds
Management (NZ)
Limited
Manager for:
Asset Plus Limited
(NZX:APL)
39 unlisted schemes
Centuria Property
Funds No.3 Limited
Trustee/Manager of:
39 unlisted schemes
Centuria Property
Funds No.4 Limited
Trustee/Manager of:
31 unlisted schemes
80%
60%
Centuria Platform
Investments Pty
Limited
Joint CEO structure
The Joint CEO structure was established in 2019 as an important part of the Group’s long term management succession
and retention plan. In support of the Joint CEO structure the Board takes into account the following matters:
•
The Joint CEOs have a strong background in all aspects of the business and also have complementary skills
sets, which given the Group’s overall structure allows them to focus on different areas in managing the multiple
complexities of the business. Mr Huljich has primary oversight of funds management, distribution and property
services and Mr McBain has primary oversight of corporate functions (corporate strategy, M&A, finance, treasury, risk
and governance, communications and investor relations) and the Life business.
•
The Board recognises the significant importance that a strong succession plan has on any business. The Joint CEOs
have worked seamlessly together for 28 years. By creating the Joint CEO role for Mr Huljich in 2019, the Board formally
recognised Mr Huljich’s historic and continuing contribution to the Group over an extended period. With Joint CEOs,
the business has two strong leaders, collaborating to optimise investor value in a tried and tested way.
The remuneration of the Joint CEOs reflects the position they hold in the real estate funds management industry and their
experience and achievements gained from working together since they formed Centuria. Given the complementary skill
sets of the Joint CEOs and their division of key responsibilities (outlined above), the Board believes the remuneration of
the Joint CEOs is a benefit for investors by removing the need for expensive secondary key executive resources which
many other A-REIT peers require, such as Chief Operations Officers or Executive General Manager.
Through the Joint CEO structure, the Group is able to minimise the size of the senior executive to be leaner, less costly
and nimbler than its peers. The Board believes this is a significant competitive advantage and in the long term interests
of securityholders. As part of its benchmarking process, the Board believes the reduced senior executive team size in
association with the Joint CEO structure is a significant cost saving practice for the Group in comparison to its peers.
The Nomination and Remuneration Committee, as well as the Board, annually review the appropriateness of the Joint CEO
structure to ensure its efficiency and effectiveness by assessing the individual and the joint performance of the CEOs in
delivering strong securityholder outcomes within the context of the Group’s continued growth compared to A-REIT peers’
performance and total executive team costs.
In consideration of a number of relevant market factors, the Committee recommended no increase for the fixed
remuneration of the Joint CEOs for FY25. A 3.5% increase to the fixed Remuneration of the CFO was considered
appropriate and approved for FY25.
The FY24 fixed remuneration quantum for the Joint CEOs was $1,614,600, representing a 4% increase from FY23.
Remuneration of Senior Management
Remuneration philosophy
The Group recognises the important role people play in the achievement of its business strategy and long term objectives
and as a key source of competitive advantage. To grow and be successful across these two areas, the Group must be able
to attract, motivate and retain capable individuals with exceptional talent, expertise, experience and relationships. Our
Group is able to achieve this goal by following our remuneration principles outlined in the table below.
The main objective in rewarding the Group’s senior management for their performances is to ensure that securityholders’
wealth is both maximised and appropriately protected throughout a range of economic conditions.
Remuneration structure
The table on the next page outlines the Group’s remuneration principles, the components of Senior Management’s
remuneration and the underpinning rationale for each element of the remuneration structure. The Nomination and
Remuneration Committee ensures the criteria used to assess and reward staff includes financial and non-financial
measures of performance.
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Our remuneration principles
Delivering value for securityholders
in the most efficient manner
Drive an ownership mentality
Attract, motivate and retain talent
The Joint CEO structure optimises the
size of the senior executive group in
relation to its peers to make it leaner
and more agile than our peers.
Including senior staff in the LTI equity
plan to provide a sense of ownership
and alignment, as well as distributing
securities to all non-LTI staff
depending on Group performance.
Ensuring competitive, at risk rewards
are provided to attract and retain the
best executive talent.
Type of remuneration
Total executive remuneration
Fixed
At risk
Fixed remuneration
Short term incentive
Long term incentive
What is the objective?
•
Attract and retain key
talent
•
Be competitive
•
Drive annual financial
growth targets and
securityholder returns
•
Reward value creation over
a one-year period whilst
supporting the long term
strategy
•
Incentivise desired
behaviours in line with the
Group’s risk appetite
•
Mandatory significant
ownership in the Group’s
securities within the KMP
group
•
Support delivery of the
business strategy and
growth objectives
•
Incentivise long term value
creation
•
Drive alignment
of employee and
securityholder interests
How is it set?
Fixed remuneration is set
with reference to market
competitive rates in comparison
to ASX-listed A-REITs for similar
positions, adjusted to account
for the experience, ability and
productivity of the individual
employee.
Senior executives participate
in the Group’s STI plan which
is assessed against key areas
of financial and non-financial
performance that are designed
to create an ongoing annual
focus on imperative business
and operational issues that
create the type of Group we all
strive towards. Refer to the FY24
STI Scorecard for further details.
Required KMP security
ownership with the introduction
of STI deferral metrics where
security ownership is not
significant.
Senior executives participate
in the Group’s LTI plan which is
assessed against securityholder
returns over a three-year
performance period. The
significant weighting towards
relative TSR in the LTI aligns
executive’s interests with
securityholder outcomes and
provides a direct comparison of
the Group’s performance against
their comparator group of peers.
Refer to the LTI Structure section
for further details.
How is it delivered?
•
Base salary
•
Superannuation
•
Other benefits salary
sacrifice benefits
Awarded in cash or shares at the
Board’s discretion.
Equity with performance
assessed over three years
(vesting in years three and four).
Opportunity
Joint CEOs
•
125% of fixed remuneration
at maximum
CFO
•
100% of fixed
remuneration at maximum
Joint CEOs
•
125% of fixed remuneration
at maximum
CFO
•
95% of fixed remuneration
at maximum
As part of the 2023 review, a short term incentive deferral mechanism contingent on a minimum executive share
ownership requirement was introduced. This was coupled with the introduction of a new STI clawback arrangement on
provisions similar to existing clawback requirements under the LTI plan. An outline of the rationale has been detailed in
the following table:
Executive short term
incentive deferral
conditions
2024
Rationale
Executive security
ownership guidelines
The joint CEOs must hold an
equivalent of 200% of their fixed
remuneration in the form of equity.
The CFO must hold an equivalent of
100% of their fixed remuneration in
the form of equity.
Any new KMP must accumulate and
hold an equivalent of 100% of their
fixed remuneration in the form of
equity within the first five years from
the date of their appointment.
The Board believes that in combination with other
remuneration elements, executive share ownership
requirements minimise excessive risk taking that
might lead to short term returns at the expense of
long term value creation.
In addition, it creates further alignment between
individual executive wealth and the long term
performance of the company.
As such, the Board determined that share ownership
requirements are appropriate for Centuria at this
stage and will provide sufficient alignment with
securityholders whilst minimising the potential for
excessive risk taking.
STI deferral
Should the executive’s share
ownership fall below the required
limit, the company will be deferred
25% of the vested STI in the form
of equity for a period of one year,
or longer if required to meet the
threshold for ownership in Group.
The Board believes that the Joint CEOs are
sufficiently aligned with the securityholders through
their significant ownership in the Group’s securities
(approximately 0.9% of issued capital each).
In addition, they both participate in the LTI plan, with
an opportunity to receive additional equity subject to
meeting performance criteria.
The Board has considered the STI deferral in light of
the market best practice and determined that due
to the above reasons, a formal STI deferral is not
appropriate at the current stage of the Group and
structure of the executive team (provided that their
share ownership meets the required share ownership
threshold).
As such, the STI deferral will only be triggered in order
to meet that criteria.
Clawback
The clawback provisions, as
described under LTI plan on page 97,
will also apply to the deferred portion
of the STI.
The Board is of the view that clawback policies
continue to be appropriate for Centuria at this stage
and will minimize the potential for excessive risk
taking.
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Delivery of FY24 executive remuneration components
The diagram below outlines the payment/delivery timing of each element of executive remuneration.
When are the key FY24 remuneration components earned and received?
Fixed
remuneration
STI
At-risk renumeration
LTI
Cash
Paid throughout the year
Performance rights
Performance measured over three years following the grant (75% RTSR, 25% ATSR)
Cash
Cash one year performance
period if securityholder
requirements met
75% of LTI award vesting in year 3
(subject to performance/service requirements and calculation point for total award at end of year 3)
25% of LTI award vesting in year 4
YEAR 1
YEAR 3
YEAR 2
YEAR 4
25% of the vested STI will be deferred if significant security
holding requirements not met
Remuneration mix
Remuneration packages include a mix of fixed and variable remuneration and short and long term performance based
incentives.
41.7
33.3
25.0
Potential Joint CEO
remuneration mix
(at target opportunities)
Potential CFO
remuneration mix
(at target opportunities)
Potential Joint CEO
remuneration mix
(at maximum opportunities)
Potential CFO
remuneration mix
(at maximum opportunities)
35.8
35.7
32.2
37.7
28.6
33.9
26.5
35.7
33.9
Fixed
STI
LTI
%
%
%
%
Remuneration benchmarking
The Committee believes it is critical to understand the relevant market for key executive talent in order to ensure the
Group’s remuneration strategy and frameworks support the guiding principle which is to attract, motivate and retain
capable individuals with exceptional talent, expertise, experience and relationships.
The Committee regularly reviews the composition of the benchmarking peer groups to ensure they continue to represent
appropriate reference points for establishing total remuneration for the Group’s executives. In general, the Committee
considers companies with similarities to the Group on one or more of the following characteristics:
•
similar industry or comparable lines of business;
•
operate in multiple geographies;
•
similar number of employees;
•
similar revenue or AUM ($21.1 billion as at 30 June 2024) with a complex and diverse structure across a range of
unlisted and listed vehicles; and
•
similar market capitalisation on the ASX (using the combined market capitalisation for CNI, CIP and COF of
approximately $4.1 billion, for benchmarking purposes).
The Committee reviews benchmarking data for a broad set of ASX-listed A-REIT peers that exhibit the above
characteristics, however, it considers the following ASX-listed entities to be the most comparable peers for the Group and
represent our main source of competition for executive talent:
•
Charter Hall Group (ASX:CHC);
•
Goodman Group (ASX:GMG);
•
Stockland (ASX:SGP);
•
Mirvac Group (ASX:MGR);
•
Dexus (ASX:DXS);
•
GPT Group (ASX:GPT);
•
Scentre Group (ASX:SCG); and
•
Vicinity Centres (ASX:VCX).
Whilst benchmarking data is used as one input into remuneration decisions, the Committee also considers various
fundamental factors including:
•
the size and complexity of the role, including geographical reach including offshore responsibilities;
•
the criticality of the role to successful execution of the Group’s business strategy;
•
skills and experience of the individual;
•
period of service;
•
availability of talent;
•
surrounding market conditions and sentiment;
•
the Group’s growth trajectory; and
•
the Group’s multi jurisdictional operating structure (Australia, New Zealand and Philippines).
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Historical performance, shareholder wealth and remuneration
Financial performance
The Group’s overall objective is to reward executive directors and senior management based on the Group’s performance
and build on securityholders’ wealth, but this is subject to market conditions for the year.
The table below sets out summary information about the Group's earnings for the past five years.
Five year summary
30 June
2024
30 June
2023
30 June
2022
30 June
2021
30 June
2020
Operating profit after tax ($'000)
94,659
115,588
114,510
70,211
53,253
Statutory profit after tax attributable to Centuria Capital
Group securityholders ($'000)
102,143
105,920
(37,852)
143,456
21,105
Share price at start of year
$1.65
$1.81
$2.78
$1.79
$1.77
Share price at end of year
$1.65
$1.65
$1.81
$2.78
$1.79
Interim dividend
5.0 cps
5.8 cps
5.5 cps
4.5 cps
4.5 cps
Final dividend
5.0 cps
5.8 cps
5.5 cps
5.5 cps
5.2 cps
Statutory basic earnings per Centuria Capital Group
security
12.6 cps
13.3 cps
(4.8) cps
24.6 cps
4.7 cps
Operating basic earnings per Centuria Capital Group
security
11.7 cps
14.5 cps
14.5 cps
12.0 cps
12.0 cps
Joint CEO STI outcome (% of maximum)
92%
88%
100%
100%
93%
Joint CEO LTI outcome (% of vesting of grant)
0%
0%
25%
100%
100%
CFO STI outcome (% of maximum)
92%
90%
100%
90%
93%
CFO LTI outcome (% of vesting of grant)
0%
0%
25%
100%
100%
Total securityholder return (TSR)
Centuria Capital is a constituent of the S&P/ASX 200 index.
Due to the factors set out on page 89 and subject to the qualification also outlined, the Group considers the following
ASX-listed entities as its most comparable peers which forms the basis of its remuneration benchmarking exercises:
•
Charter Hall Group (ASX:CHC);
•
Goodman Group (ASX:GMG);
•
Stockland (ASX:SGP);
•
Mirvac Group (ASX:MGR);
•
Dexus (ASX:DXS);
•
GPT Group (ASX:GPT);
•
Scentre Group (ASX:SCG); and
•
Vicinity Centres (ASX:VCX).
The table below highlights Centuria’s performance against the nominated A-REIT peers, the broader S&P/ASX 200 index
and the S&P 200 A-REIT index.
Total shareholder return – selected peers summary
1H24
1 Jul 23 to 31 Dec 23
2H24
1 Jan 24 to 30 Jun 24
FY24
1 Jul 23 to 30 Jun 24
Last 3 years
1 Jul 21 to 30 Jun 24
Centuria Capital Group
9.4%
(3.2%)
5.8%
(29.8%)
Peer 1
1.9%
(12.8%)
(11.2%)
(27.0%)
Peer 2
(5.5%)
(7.6%)
(12.7%)
(26.1%)
Peer 3
14.5%
(5.3%)
8.4%
(20.2%)
Peer 4
15.1%
(11.2%)
2.2%
(1.2%)
Peer 5
12.4%
(2.6%)
9.5%
8.2%
Peer 6
16.3%
7.2%
24.7%
33.9%
Peer 7
14.5%
(6.6%)
6.9%
38.5%
Peer 8
26.8%
37.9%
74.9%
70.9%
Indices
S&P ASX 200
7.6%
4.2%
12.1%
20.3%
S&P ASX 200/A-REIT
13.1%
10.2%
24.6%
18.2%
Source: TSR data from IRESS.
Notes: TSR data includes reinvested distributions and represents total return, not an annualised figure. TSR is calculated on the closing price of the last trading day
prior period to capture share price return from the first day of the relevant period. S&P ASX 200 and S&P ASX 200 A-REIT indices are accumulation indices.
A major focus for FY24 was maintaining the Group’s strategy of ongoing diversification of our portfolio across multiple
sectors as well as delivering a resilient operating EPS performance of 11.7 cps. This was combined with a continuing
commitment to expanding the equity sources of the group which included the launch to Group’s opportunistic style
wholesale fund as well as the Centuria Halls Head Central Fund both of which were combined with the 30% deployment
of Group’s $500 million Starwood industrial mandate.
Despite the resilient earnings performance (achievement of earnings and distribution guidance) as well as the
expansion and diversification of the Group’s funding sources, like many of our peers, the Group’s security price has been
negatively impacted by the subdued global equity markets.
The Tranche 9 relative TSR entry hurdle is - equal to the Comparator Group 50th percentile.
This hurdle was not met resulting in full forfeiture of the absolute and relative TSR components of the Tranche 9 LTI awards.
Fixed remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges
related to employee benefits), as well as employer contributions to superannuation funds.
For senior management excluding the Joint CEOs, this is reviewed annually by the Joint CEOs and the Nomination and
Remuneration Committee. The process consists of a review of Group, business unit and individual performance as well
as relevant comparative remuneration in the market. The same process is used by the Nomination and Remuneration
Committee when reviewing the fixed remuneration of the Joint CEOs.
Senior Management are given the opportunity to receive their fixed remuneration in a variety of forms including cash and
salary sacrifice items, as motor vehicle allowances and/or additional superannuation contributions.
Short term incentives (STI)
The objective of the STI program is to link the achievement of the Group’s non-financial and financial targets with the
remuneration received by senior management accountable for meeting those targets. The potential STI available is set at
a level to provide sufficient incentive for senior management to achieve operational targets and such that the cost to the
Group is reasonable in the circumstances.
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STI structure
FY24 STI plan structure
Performance period
12 months
Opportunity
Joint CEOs
CFO
125% of total fixed remuneration at maximum.
100% of total fixed remuneration at maximum.
How the STI is paid
STI awards may be settled in either cash and/or shares at the Board's discretion.
Performance
measures and
conditions
Financial
measures
(60%)
Non-
financial
measures
(40%)
Operating earnings per share (EPS growth)
Equity sources, sectors and new funds
Cost management
Sustainability
Team engagement
Diversity, leadership capability and succession planning
Risk management
How are STI targets
set?
In determining STI hurdle targets, the following factors are considered by the Committee and Board:
Financial:
•
performance of peer fund managers over a range of asset classes;
•
direct returns from asset classes, in particular property, equities and fixed interest;
•
outlook for financial markets including fixed interest returns;
•
effect of financial market views on asset values e.g. cap rate compression or expansion;
•
performance of Centuria compared to other peer managers; and
•
quality of Centuria’s financial products compared to market and how contemporary they are in
this context.
Non-financial:
•
Performance of the Group in developing and implementing sustainability, governance and
risk management initiatives and frameworks that align to our strategy, reflect regulatory
requirements and benchmarks, protect and further build our license to operate, and consider
sustainability performance of peer fund managers.
•
Performance of the Group in terms of employee engagement using external platforms,
compared with real estate industry benchmarks; and
•
Performance of the Group across measures including demographic representation, promotion
and advancement rates, retention and turnover rates compared with industry benchmarks,
peers and progressive year on year improvement.
How is the STI
assessed?
At the Board’s absolute discretion, the Group’s Senior Management may be provided with the
opportunity to receive an annual, performance based incentive.
The Nomination and Remuneration Committee assesses annually the individual scorecards of
participants against the KPIs in determination of the annual STI outcome. The 'STI Achieved'
section outlines the overall scorecard outcomes for FY24.
What happens when
an executive ceases
employment?
Joint CEOs
CFO
If employment terminates part way through a financial year (other than for
termination for serious misconduct), the Joint CEOs are entitled to the STI for the
full financial year.
If employment terminates part way through a financial year, the CFO forfeits any
applicable STI for the relevant financial year.
Is there a KMP
minimum
securityholder
requirement?
Yes.
The Joint CEOs must hold an equivalent of 200% of their fixed remuneration in the form of equity.
The CFO must hold an equivalent of 100% of his fixed remuneration in the form of equity.
Any new KMP must accumulate and hold an equivalent of 200% for Joint CEOs and 100% for CFO
of their fixed remuneration in the form of equity within the first five years from the date of their
appointment.
Is there any STI
deferral?
Yes, if the minimum requirement for the above significant security holdings is not met by KMPs,
25% of the vested STI will be deferred in the form of equity for a period of one year, or longer if
required to meet the threshold for ownership in the Group.
Malus and clawback In the event of fraud, dishonesty or material misstatement of financial statements, the Board may
make a determination, including 'clawing back' of all deferred STIs, to ensure that no unfair benefit
is obtained by a participant.
FY24 performance measures and objectives
FY24 STI
scorecard
performance
hurdle
Weighting
Rationale for use
Target criteria
Outcomes
Financial metrics
Operating EPS
30%
Ensures continued
focus on growing
and managing the
profitability of the
business as a key
driver of sustainable
securityholder returns
Target: guidance of 11.5 –
12 cps, resulting in 100% of the
award being granted.
Outperformance target: greater
than 12 cps, resulting in 125% of
award being granted.
Operating profit of 11.7 cps
was reached.
Target achieved.
Equity sources,
sectors and
new funds
15%
Provides alignment
to the Group’s growth
strategy
Target: Creation of a new
opportunistic style wholesale
fund; and
Meet budgeted equity raisings
as required.
Outperformance: Creation
of a new opportunistic style
wholesale fund; and
Raise greater than $500 million
in equity raisings as required.
Centuria Select Opportunities
Fund was established during
FY24 and Centuria Halls
Head Central Fund was
oversubscribed. Achieved.
Gross equity raised of $1.15
billion, including $600 million
from institutional investors.
Target achieved.
Performance of
Funds relative
to agreed
benchmarks
15%
Ensures continued
focus by management
on the financial
performance of
managed funds
Target: Outperform peers when
measured against the MSCI
PACA unlisted Benchmark
during FY24 by having 5 or
more Funds listed in the top 10
performing Funds.
Outperformance: Outperform
peers when measured against
the MSCI PACA unlisted
Benchmark during FY24 by
having 8 or more Funds listed in
the top 10 performing Funds.
At least 7 of Centuria’s
Unlisted Funds were listed in
the MSCI Top 10 Funds in the
last four reporting period.
Target achieved.
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FY24 STI
scorecard
performance
hurdle
Weighting
Rationale for use
Target criteria
Outcomes
Non-financial metrics
Sustainability
10%
Provides alignment
to the areas of focus
under our sustainability
framework: ‘Valued
Stakeholders’,
‘Responsible Business
Principles’ and being
‘Conscious of climate
change’.
Targets: Develop NZ climate
related disclosures for
first compulsory External
Board (XRB) Climate related
compulsory climate related
reporting for FY24
Refine and update group wide
sustainability strategy taking
into account recent disclosure
requirements which will impact
NZ in FY24 and expected to
impact Centuria Australia in
FY27.
Successfully completed
23 Scheme Climate
Statements that complied
with XRB climate disclosure
requirements.
Group wide sustainability
strategy refined and
updated through the revised
Sustainability Framework
approved by CNI Board
(to be launched in FY24
sustainability report).
Oversee the completion of
a minimum of 1,200 KW of
solar installations throughout
portfolio in period.
1,270 kW of solar operational
in FY24.
Ensure Office NABERs
Sustainable Portfolio index
star ratings for COF in relation
to both water and energy both
increase during the period.
FY24 Office NABERS
Sustainable Portfolio index -
Water: 4.1 stars (from 3.9 in
FY23) - Energy: 5 stars (from
4.9 in FY23).
Target achieved.
Team
engagement
10%
A motivated and
engaged workforce will
drive positive business
Target: maintain an overall
engagement score of greater
than 75%, resulting in award
being granted.
The Team’s overall
engagements score for
FY24 was 77%. An overall
engagement higher than
standard Culture Amp
comparable benchmarks
– Australian Companies
200-500 employees and
Australian Real Estate. Target
achieved.1
Diversity,
leadership
capability and
succession
planning
10%
Enhance demographic
representation, ensure
a focus on promotion
and advancement
rates, and continued
focus on retention and
turnover rates
Targets: Diversity benchmarks
– increase female proportion of
team from FY23
Improve team retention –
increase retention rate across
the Group from FY23
Improve leadership capability
– demonstrate effective
succession planning for senior
managers and divisional staff.
As per the FY24 WGEA report,
proportion of female team
members has increased
during FY24
The entire Group’s turnover
rate has dropped 38% from
FY23
The Group promotes from
within, illustrated by the
promotions within the Funds
Management division during
the year.
Target achieved.
FY24 STI
scorecard
performance
hurdle
Weighting
Rationale for use
Target criteria
Outcomes
Risk
management
10%
Continuous
development and
maintenance of
risk management
and governance
frameworks which
exceed regulatory
requirements
Target: manage commercial
and non-financial risks within
a framework that exceeds
regulatory requirements, by
introducing systems and
capabilities regarding:
Financial statement close
process
Treasury management system
process
CPS 230 legislation, CPS 234
legislation and FAR legislation.
Development and roll out of
a bespoke financial close
process environment.
Development and roll out of
a platform wide dedicated
Treasury management
system.
Selection of a robust
governance risk and
compliance management and
monitoring system to be used
across the organisation.
Target achieved.
1. Employee engagement is measured as a score through a bi-annual Group wide survey conducted independently through 'Culture Amp' and supported by an
independent consultant who reported directly to the CNI Board.
In addition to the scorecard above, the Board took into
consideration the following non-financial achievements
and progress made in FY24 in determining the final
outcome of the FY24 STI awards:
•
increasing the Group’s interest in the Centuria Bass
business, now a major divisional profit centre to 80%;
•
further progress on the Group’s continuing
commitment to building a diversified and sustainable
operating platform through the expansion of the
Group into newly emerging sectors, including the
recently announced 50% acquisition of ResetData, an
innovative Cloud Service and Data Centre provider;
•
enhanced treasury management, increasing the
Group’s weighted average debt maturity in addition to
delivering reduced operating interest expense in an
increasing interest rate environment;
•
continued focus on expansion of both listed and
unlisted capital sources;
•
the commencement of an integrated procurement
strategy across the platform benefiting all
stakeholders of the Group including tenants, platform
investors and security holders;
•
restructure of our external shared services partner
located in Manila with the aim of delivering an
improved Team member experience and engagement;
•
delivery of a platform wide average 96% occupancy
rate in a challenging macro-economic environment;
and
•
maintenance of a comprehensive approach to
Employee Engagement through targeted surveys
deployed across the business using Culture Amp, with
the results exceeding real estate industry benchmarks
for employee engagement.
STI achieved
The table below outlines the percentage of target STI achieved (and forfeited) in relation to financial and non-financial
KPIs, and the total STI awarded, for each executive in 2024.
Executive
STI on
maximum
opportunity
Financial
Non-financial
Weighting
Achieved
Forfeited
Weighting
Achieved
Forfeited
STI
awarded
John McBain
(Joint CEO)
$2,018,250
60%
90%
10%
40%
94%
6%
$1,851,744
Jason Huljich
(Joint CEO)
$2,018,250
60%
90%
10%
40%
94%
6%
$1,851,744
Simon Holt
(CFO)
$817,960
60%
90%
10%
40%
94%
6%
$750,478
The FY24 STI awarded has not been deferred since the minimum executive security ownership requirements have been
met throughout the year.
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Long term incentives (LTI)
The Group has an Executive Incentive Plan (LTI Plan) which forms a key element of the Group’s incentive and retention
strategy for Senior Management under which Performance Rights (Rights) are issued.
The primary objectives of the LTI Plan include:
•
focusing executives on the longer term performance of the Group to drive long term shareholder value creation;
•
ensure Senior Management remuneration outcomes are aligned with securityholder interests, in particular, the
strategic goals and performance of the Group; and
•
ensure remuneration is competitive and aligned with general market practice by ASX-listed entities.
Rights issued under the LTI Plan are issued in accordance with the thresholds approved at the Annual General Meeting
(AGM).
LTI structure
LTI plan structure
Performance
period
Three year performance with 75% of any LTI award vesting in Year 3 with the remaining 25% vesting
in Year 4.
Opportunity
Joint CEOs
CFO
125% of total fixed remuneration at maximum.
95% of total fixed remuneration at maximum.
Instrument
Performance Rights. The allocation of the LTI grants is on a face value basis using the volume
weighted average price of the Group’s securities over the five ASX trading days immediately
preceding 1 July of the grant year (being the date of the commencement of the performance
period).
Each Performance Right is a right to acquire one Security in the Group (or an equivalent cash
amount), subject to the achievement of the 'performance hurdles' set out below.
Performance
metrics
Relative Total
Securityholder
Return (RTSR)
(75%)
Absolute Total
Securityholder
Return (ATSR)
(25%)
RTSR (compounded) when ranked to
the comparator group of S&P/ASX 200
A-REIT Accumulation index stocks over
the performance period.
Exceeds the comparator group 75th
percentile
More than the comparator group
50th percentile and less than 75th
percentile
Equal to the comparator group 50th
percentile
Less than the comparator group 50th
percentile
Annual ATSR achieved over the
performance period.
15% or greater
Between 10% and 15%.
10%
Less than 10%.
Performance Rights subject to RTSR
Hurdle that vest.
100%
Between 50% to 100% progressive
pro-rata vesting (i.e. on a straight line
basis)
50%
0%
Performance Rights subject to ATSR
Hurdle that vest.
100%
Between 25% to 100% progressive
pro-rata vesting (i.e. on a straight line
basis).
25%
0%
LTI plan structure
Rationale for the
performance
metric and
conditions
Both RTSR and ATSR measure the return securityholders would earn if they held a notional number
of securities over a period of time. RTSR provides a relative measure of growth in the Group’s
security price in comparison to relative peers (being the S&P/ASX 200 A-REIT Accumulation index).
ATSR provides an absolute measure of growth in the Group’s security price.
The ATSR target is determined with reference to the following factors which can impact future
performance:
•
performance of peer fund managers over a range of asset classes;
•
direct returns from asset classes in particular property, equities and fixed interest;
•
outlook for financial markets including fixed interest returns;
•
effective financial market views on asset values e.g. cap rate compression or expansion;
•
performance of Centuria compared to other peer managers; and
•
quality of Centuria’s financial products compared to market and how contemporary they are in
this context.
By combining RTSR with an ATSR measure, executives can be rewarded for driving positive returns
and investors have the confidence that interests are aligned with long term business growth and
the creation of shareholder wealth. The inclusion of an ATSR metric has been designed to counter
balance RTSR outcomes which may vest when overall market conditions are down.
What happens
when an
executive ceases
employment?
If a participant ceases to be employed by the Group before the end of the Performance Period,
whether the Performance Rights lapse will depend on the circumstances of cessation.
If a participant ceases employment due to resignation, termination for cause or termination for
gross misconduct, all unvested Performance Rights will lapse at cessation unless the Board
determines otherwise.
If a participant ceases employment for any other reason prior to Performance Rights vesting, a pro-
rata number of unvested Performance Rights (based on the Performance Period that has elapsed
at the time of cessation) will remain unvested until the end of the original Performance Period
and vest to the extent that the relevant performance hurdles have been satisfied at any time. The
balance of Performance Rights will lapse at cessation.
Malus and
clawback
In the event of fraud, dishonesty or material misstatement of financial statements, the Board may
make a determination, including lapsing unvested Performance Rights or 'clawing back' securities
allocated upon vesting, to ensure that no unfair benefit is obtained by a participant.
Dividends and
voting rights
Rights do not carry a right to vote or to dividends or, in general, a right to participate in other
corporate actions such as bonus issues.
Re-testing
Awards are tested once, at the end of the performance period of three years. There is no further
retesting of the performance conditions.
Change of control
provisions
If a change of control event occurs, the Board has the discretionary power to determine whether
any unvested Performance Rights should ultimately vest, lapse or become subject to different
vesting conditions. In making such a determination, the Board may have regard to any factors
that the Board considers relevant, including the period elapsed, the extent to which the vesting
conditions have been satisfied and the circumstances of the event.
LTI grants
Currently, the Group operates three tranches of the LTIP as below:
Tranche
Grant date
(Joint CEOs)
Grant date
(other participants)
Performance period
9
3 December 2021
12 August 2021
1 July 2021 to 30 June 2024 (Tranche to be fully forfeited)
10
5 December 2022
12 August 2022
1 July 2022 to 30 June 2025
11
4 December 2023
30 August 2023
1 July 2023 to 30 June 2026
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The table below outlines Rights which were previously granted to Senior Management and testing against those
conditions.
Held at 1
July 2023
Rights
granted
during the
year
Rights
vested and
exercised
during the
year
Rights
forfeited
during the
year
Rights held
at 30 June
2024
Grant date
Fair value
to be
expensed
in future
periods ($)
John McBain
Tranche 8 Relative TSR
682,278
-
-
682,278
-
26-Nov-20
-
Tranche 8 Absolute TSR
227,426
-
-
227,426
-
26-Nov-20
-
Tranche 9 Relative TSR
530,806
-
-
-
530,806
03-Dec-21
-
Tranche 9 Absolute TSR
176,935
-
-
-
176,935
03-Dec-21
-
Tranche 10 Relative TSR
758,610
-
-
-
758,610
05-Dec-22
505,424
Tranche 10 Absolute TSR
252,870
-
-
-
252,870
05-Dec-22
132,757
Tranche 11 Relative TSR
-
918,277
-
-
918,277
04-Dec-23
587,697
Tranche 11 Absolute TSR
-
306,092
-
-
306,092
04-Dec-23
139,654
Total
2,628,925
1,224,369
-
909,704
2,943,590
1,365,532
Jason Huljich
Tranche 8 Relative TSR
682,278
-
-
682,278
-
26-Nov-20
-
Tranche 8 Absolute TSR
227,426
-
-
227,426
-
26-Nov-20
-
Tranche 9 Relative TSR
530,806
-
-
-
530,806
03-Dec-21
-
Tranche 9 Absolute TSR
176,935
-
-
-
176,935
03-Dec-21
-
Tranche 10 Relative TSR
758,610
-
-
-
758,610
05-Dec-22
505,424
Tranche 10 Absolute TSR
252,870
-
-
-
252,870
05-Dec-22
132,757
Tranche 11 Relative TSR
-
918,277
-
-
918,277
04-Dec-23
587,697
Tranche 11 Absolute TSR
-
306,092
-
-
306,092
04-Dec-23
139,654
Total
2,628,925
1,224,369
-
909,704
2,943,590
1,365,532
Simon Holt
Tranche 8 Relative TSR
274,630
-
-
274,630
-
26-Nov-20
-
Tranche 8 Absolute TSR
91,543
-
-
91,543
-
26-Nov-20
-
Tranche 9 Relative TSR
204,370
-
-
-
204,370
12-Aug-21
-
Tranche 9 Absolute TSR
68,123
-
-
-
68,123
12-Aug-21
-
Tranche 10 Relative TSR
292,078
-
-
-
292,078
12-Aug-22
239,504
Tranche 10 Absolute TSR
97,360
-
-
-
97,360
12-Aug-22
65,718
Tranche 11 Relative TSR
-
353,553
-
-
353,553
30-Aug-23
217,877
Tranche 11 Absolute TSR
-
117,851
-
-
117,851
30-Aug-23
57,747
Total
1,028,104
471,404
-
366,173
1,133,335
580,846
Executive total
6,285,954
2,920,142
-
2,185,581
7,020,515
3,311,910
•
The Tranche 9 Relative TSR fair values are $1.92 (three-year vesting) and $1.85 (four-year vesting) for Joint CEOs and
$2.05 (three-year vesting) and $1.98 (four-year vesting) for CFO.
•
The Tranche 9 Absolute TSR fair value are $1.18 (three-year vesting) and $1.16 (four-year vesting) for Joint CEOs and
$1.23 (three-year vesting) and $1.19 (four-year vesting) for CFO.
•
The Tranche 10 Relative TSR fair values are $0.68 (three-year vesting) and $0.64 (four-year vesting) for Joint CEOs
and $0.83 (three-year vesting) and $0.79 (four-year vesting) for CFO.
•
The Tranche 10 Absolute TSR fair value are $0.53 (three-year vesting) and $0.51 (four-year vesting) for Joint CEOs
and $0.69 (three-year vesting) and $0.65 (four-year vesting) for CFO.
•
The Tranche 11 Relative TSR fair value are $0.65 (three-year vesting) and $0.61 (four-year vesting) for Joint CEOs and
$0.63 (three-year vesting) and $0.59 (four-year vesting) for CFO.
•
The Tranche 11 Absolute TSR fair value are $0.46 (three-year vesting) and $0.45 (four-year vesting) for Joint CEOs
and $0.50 (three-year vesting) and $0.48 (four-year vesting) for CFO.
•
The maximum value of the rights yet to vest is the fair value amount at grant date yet to be reflected in the Group’s
consolidated income statement. The minimum future value is $NIL as the future performance conditions may not be met.
Key terms of employment contracts
Joint Chief Executive Officers
Mr John E. McBain, was appointed as CEO of the Group in April 2008. Mr Jason C. Huljich, was appointed as Joint CEO of
the Group in June 2019. Mr John E. McBain and Mr Jason C. Huljich are employed under contract. The summary of the major
terms and conditions of their employment contracts are as follows:
•
Fixed compensation plus superannuation contributions;
•
Car parking within close proximity to the Group’s office;
•
Eligible to participate in the bonus program determined at the discretion of the Board;
•
The Group may terminate their employment contract by providing six months written notice or provide payment in
lieu of the notice period plus an additional six months. Any payment in lieu of notice will be based on the total fixed
compensation package; and
•
The Group may terminate their employment contract at any time without notice if serious misconduct has occurred.
When termination with cause occurs, the Joint Chief Executive Officers are only entitled to remuneration up to the
date of termination.
The Nomination and Remuneration Committee ensures severance payments due to the Joint Chief Executive Officers
on termination are limited to pre-established contractual arrangements which do not commit the Group to making any
unjustified payments in the event of non-performance.
Other Senior Management (standard contracts)
All Senior Management are employed under contract. The Group may terminate their employment agreement by providing
three months written notice or providing payment in lieu of the notice period (based on the total fixed compensation
package).
Summary of achieved forfeited STI and Tranche 9 LTI
The table below outlines the percentage of target STIs and LTIs achieved (and forfeited) in relation to financial and non-
financial KPIs, and the total awarded, for each executive for the financial year ended 30 June 2024.
Short term incentives
John McBain
FY24 maximum STI
$2,018,250
Jason Huljich
FY24 maximum STI
$2,018,250
Simon Holt
FY24 maximum STI
$817,960
Achieved
Forfeited
Achieved
Forfeited
Achieved
Forfeited
%FY24 STI
92%
8%
92%
8%
92%
8%
Total STI ($)
$1,851,744
$166,506
$1,851,744
$166,506
$750,478
$67,482
Long term incentives
John McBain
Tranche 9 performance
rights at grant date
$1,940,625
Jason Huljich
Tranche 9 performance
rights at grant date
$1,940,625
Simon Holt
Tranche 9 performance
rights at grant date
$747,175
Achieved
Forfeited
Achieved
Forfeited
Achieved
Forfeited
Performance rights
achieved/to be forfeited
$0
$1,940,625
$0
$1,940,625
$0
$747,175
Maximum performance
rights achieved/to be
forfeited (%)
0%
100%
0%
100%
0%
100%
Total LTI ($)
$0
$1,940,625
$0
$1,940,625
$0
$747,175
Total incentives ($)
$1,851,744
$2,107,131
$1,851,744
$2,107,131
$750,478
$814,657
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Statutory remuneration table to KMP
The following table discloses total remuneration of Executive Directors and Senior Management in accordance with the
Corporations Act 2001:
Executive KMP
Year
Short term employee benefits
Other long term benefits
Total $
Salaries including
superannuation ($)1
Short term
incentive ($)
Long service
leave ($)
Share based
payments ($)
Mr John E. McBain
2024
1,614,600
1,851,744
49,406
861,096
4,376,846
2023
1,552,500
1,707,750
45,406
1,114,435
4,420,091
Mr Jason C. Huljich
2024
1,614,600
1,851,744
-
861,096
4,327,440
2023
1,552,500
1,707,750
397
1,114,435
4,375,082
Mr Simon W. Holt
2024
844,055
750,478
1,209
345,245
1,940,987
2023
786,500
707,850
17,140
446,109
1,957,599
Total
2024
4,073,255
4,453,966
50,615
2,067,437
10,645,273
2023
3,891,500
4,123,350
62,943
2,674,979
10,752,772
1. KMP fees are paid as cash and are inclusive of superannuation contributions which are paid in accordance with the applicable superannuation legislation. KMPs are
not entitled to retirement benefits other than superannuation. Total fees for each KMP disclosed in the table above include superannuation contributions as follows:
Mr John E. McBain $27,399 (2023: $25,292)
Mr Jason C. Huljich $ 27,399 (2023: $25,292)
Mr Simon W. Holt $27,399 (2023: $25,292)
Non-Executive Director remuneration
Objective
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain
Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
•
Non-Executive Directors receive adequate remuneration to attract and retain the requisite talent;
•
reflect the complexity of the Group structure and the time commitment associated with oversight of multi-faceted
operating entities within the Group;
•
reflects the risk and responsibility accepted by the Non-Executive Directors and their commercial expertise; and
•
the structure should align the Non-Executive Directors with investors, not providing any disincentive to take
independent action.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be
determined from time to time by a general meeting. An amount not exceeding the aggregate amount determined is then
divided between the Directors as agreed. An aggregate maximum amount of not more than $2,000,000 per year was
approved at the 2017 Annual General Meeting.
Each Director receives a fee for being a Director of Group companies. An additional fee is paid to the Chair and to the
member of each Board Committee. The payment of the additional fees to each Chair recognises the additional time
commitment and responsibility associated with the position. Non-Executive Directors do not receive equity as a form of
payment.
As highlighted on page 84, the Centuria structure, whilst not unique, comprises multiple operating entities, both listed and
unlisted. These include CNI, COF, CIP, Centuria Life, Centuria Healthcare, Centuria New Zealand, Centuria Bass Credit and
Centuria WA. Each Board has specific requirements and obligations. In recognition of the complexity of the Group and in the
interests of good governance and transparency, the Group has adopted a Directors’ fee schedule which is disclosed in the
table on the next page.
The fee schedule covers the Board and Board Committee roles across the headstock and other operating entities which
the Centuria directors sit on. The fee schedule is designed to improve transparency while recognising that each board is
responsible for actively overseeing the financial position and monitoring the business and affairs of the particular entity on
behalf of its stakeholders, to whom directors are accountable.
In determining the fee schedule, the Non-Executive Director fees were benchmarked against the same peer group of S&P/
ASX 200 A-REIT. Additionally, the complexity of the overall Group and the commitment levels required by Non-Executive
Directors was considered in setting the level of fees.
As a result of a benchmarking exercise during the year, non-executive director fees were increased by 4% as at 1 July 2023,
The non-executive director fees for Centuria Property Funds Limited and Centuria Property Funds No.2 Limited were further
adjusted from 1 March 2024.
The annualised fee schedule, outlined below, were effective from 1 July 2023 to 30 June 2024:
Director fee schedule
Chair
Member
Centuria Capital Limited Board
$362,336
$118,976
Centuria Capital Limited Audit, Risk and Compliance Committee
$21,632
$10,816
Centuria Capital Limited Conflicts Committee
$54,080
$16,224
Centuria Capital Limited Nomination and Remuneration Committee
$21,632
$10,816
Centuria Capital Limited Culture, People and ESG Committee
$21,632
$10,816
Centuria Life Limited Board
$97,344
$32,448
Centuria Life Limited Audit Committee
-
$10,816
Centuria Life Limited Risk and Compliance Committee
-
-
Centuria Life Limited Investment Committee
$75,712
-
Centuria Property Funds Limited Board (1 July 2023 to 29 February 2024)
$118,976 $32,448/$59,4881
Centuria Property Funds Limited Audit, Risk and Compliance Committee
(1 July 2023 to 29 February 2024)
$16,224
$10,816
Centuria Property Funds Limited Board (1 March 2024 to 30 June 2024)
$150,000
$90,000
Centuria Property Funds Limited Audit, Risk and Compliance Committee
(1 March 2024 to 30 June 2024)
$16,224
$10,816
Centuria Property Funds No. 2 Limited Board (1 July 2023 to 29 February 2024)
$124,384
$32,448/$59,488
Centuria Property Funds No. 2 Limited Audit, Risk and Compliance Committee
(1 July 2023 to 29 February 2024)
$16,224
$10,816
Centuria Property Funds No. 2 Limited Board (1 March 2024 to 30 June 2024)
$150,000
$90,000
Centuria Property Funds No. 2 Limited Audit, Risk and Compliance Committee
(1 March 2024 to 30 June 2024)
$16,224
$10,816
Centuria Healthcare Pty Ltd Board
$75,712
$38,027
Centuria Healthcare Asset Management Ltd Board
$54,080
$32,448
1. Committee members who are also Directors on the Centuria Capital Group Board are remunerated $32,448 and all other committee members are remunerated
$59,488.
Details of Boards and Board Committees
Centuria Capital Limited
The Board of Centuria Capital Limited sets the strategic direction and objectives of the Group. Through its regular
monthly board meetings, as well as the many transaction specific meetings, it oversees the performance of the
executive management team in delivering against the strategic goals across the entire operations of the Group.
The Board of Centuria Capital Limited and the Board of Centuria Funds Management Limited, as the responsibility entity
of the Centuria Capital Fund, oversee and govern the complex stapled Group structure (ASX:CNI). Where appropriate,
meetings take place concurrently for maximum efficiency.
Board committees chaired by independent Non-Executive Directors and established by the Centuria Capital Limited
Board provide a forum for greater oversight of the governance requirements of the organisation.
Centuria Funds Management Limited
The Centuria Funds Management Limited Board concurrently with the Centuria Capital Limited Board and as the
responsible entity of the stapled Centuria Capital Fund, provides oversight over management decision making, particularly
in relation to the various co-investment stakes. This includes associated capital raisings and borrowings through facilities
and note issuances in the market. Centuria Funds Management Limited holds an Australian Financial Services Licence
that enables it to provide a wide range of financial products and investment advisory services as well as being the trustee
of the Centuria Capital No. 2 Fund which is the issuer of listed redeemable debt notes (ASX:C2FHA).
Centuria Capital Fund is a fund that has each of its units stapled to Centuria Capital Limited shares, with the two securities
traded alongside each other as a single instrument (ASX:CNI). The Centuria Capital Fund (CCF) holds various strategic
co-investment stakes primarily in listed and unlisted funds managed by Centuria. CCF through its subsidiaries is also the
vehicle through which the group:
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•
undertakes both long term and short term investment decisions;
•
supports the establishment of new funds through the provision of initial seed capital;
•
provides underwriting support as and when required;
•
undertakes equity raisings; and
•
raises finance through various external facilities and the issuance of both listed and unlisted notes.
Centuria Life Limited
Centuria Life Limited is an APRA regulated entity and is the vehicle through which the Centuria Capital Group issues and
offers its full suite of Investment Bond products in addition to providing investment management and administration
services to Over Fifty Guardian Friendly Society Limited (Guardian). Centuria Life has in excess of $800 million in assets
under management. With the great majority of the products offered by the business having daily unit pricing, it requires
the application of strict governance and compliance systems and processes to meet regulatory requirements in addition
to the continuous monitoring of Board and APRA mandated capital adequacy requirements.
Centuria Healthcare Pty Limited
Centuria Capital Group owns 58.99% of Centuria Healthcare Pty Limited, formerly Heathley Healthcare. Through its
various subsidiaries, including Centuria Healthcare Asset Management Limited the Responsible Entity for a number of
unlisted healthcare registered scheme, this company provides extensive property, funds management and development
management services across a range of established healthcare assets and development opportunities. The Centuria
Capital Group currently has a majority interest in Centuria Healthcare Pty Limited with a put and call option exercisable in
FY25 to acquire the remaining stake in the healthcare business. In the meantime, Centuria Capital has day to day control
over the operating and financial decisions of the business and the Board meets on a monthly basis to set the strategic
direction of Centuria’s healthcare business.
Centuria Property Funds Limited
Centuria Property Funds Limited (CPFL) is the responsible entity of the ASX-listed Centuria Office REIT (ASX:COF), the
responsible entity of the open ended fund Centuria Diversified Property Fund and Centuria Agriculture Fund, and ten
closed ended registered schemes with over $4.2 billion total assets under management. CPFL is also regulated by ASIC to
provide Custodian Services to various property funds. The Board must ensure that CPFL continually meets its obligations
as an Australian Financial Services Licence holder including capital adequacy, minimum net tangible asset, liquidity and
cashflow testing requirements.
Centuria Property Funds No. 2 Limited
Centuria Property Funds No.2 Limited (CPF2L) is the responsible entity of the ASX-listed Centuria Industrial Fund
(ASX:CIP) and the responsible entity of the open ended Centuria Healthcare Property Fund and four closed ended
registered schemes with over $4.2 billion total assets under management. CPF2L is also regulated by ASIC to provide
Custodian Services to various property funds. The Board must ensure that CPF2L continually meets its obligations as
an Australian Financial Services Licence holder including capital adequacy, minimum net tangible asset, liquidity and
cashflow testing requirements.
Audit, Risk and Compliance Committee
The CNI Board has an established Audit, Risk and Compliance Committee to assist in relation to audit, risk management
and compliance oversight responsibilities, ensuring the integrity of the Group’s financial reporting and compliance with
statutory and regulatory obligations mandated by ASIC and prudential requirements governed by APRA. This Committee
meets on a quarterly basis and is also accountable for assessing the effectiveness of the Group’s Risk Management
Framework and ensuring there is a continuous process for the management of significant risks throughout the Group.
Conflicts Committee
Identifying and addressing all matters involving conflicts of interest, whether actual or perceived is the cornerstone of
good corporate governance. The Board of Centuria Capital Group has established a Conflicts Committee to review and
assess specific arrangements proposed to manage conflicts as and when they arise. The Committee has an independent
Chairman, Professor Simon Rice AO, and its members are all independent Non-Executive Directors from within the Group.
Meetings take place whenever required to provide the Board of the relevant Centuria entity with guidance on whether the
measures proposed, if properly implemented, are adequate to manage the conflict. Amongst its A-REIT peers in the S&P/
ASX 200, Centuria is the only company to have such a committee.
Nomination and Remuneration Committee
The Nomination & Remuneration Committee is tasked with ensuring that the Boards of the various Centuria Group
entities comprise of members with the appropriate mix of skills, tenure, experience, training and diversity to provide the
right balance of stewardship and oversight on behalf of its stakeholders. The Committee is also tasked with providing
appropriate governance and monitoring of the Group’s remuneration policies, adherence to codes of conduct as well as
advice with respect to the appropriate quantum and structure of remuneration for Senior Management and staff. The aim
of the Nomination & Remuneration Committee is to ensure the appropriate balance of risk and rewards for staff whilst
ensuring appropriate stewardship of the Group’s resources on behalf of its stakeholders.
Culture and ESG Committee
The Culture and ESG Committee was established by the Board as a result of the Board’s recognition of the importance of
ESG to the long term sustainability of the Group and the increasing relevance to Centuria’s investors as the Group grows.
The Board also recognised the Group’s responsibility to the community in which it operates and as such, established
the Committee to assist the Board in fulfilling its oversight responsibilities and to make recommendations on matters
pertaining to culture and environmental, social and governance.
Investment Committees
Centuria Capital Group has various investment committees to oversee the relevant entity’s investment and portfolio
management practices to ensure they are in line with the risk and return requirements of its investors, as well as ensuring
that investment decisions are made in accordance with the appropriate regulatory requirements. The Centuria Life and
Over Fifty Guardian Friendly Society Investment Committees in particular monitor fund rules and target achieving the long
term strategic objectives of investors.
Non-Executive Director - statutory remuneration table
The below table outlines total fees paid to NEDs for 2023 and 2024. All the fees below include superannuation.
Non-Executive KMP
Year
Total fees1
$
Mr Garry S. Charny
2024
535,392
2023
514,800
Ms Kristie R. Brown
2024
146,019
2023
140,400
Mr Peter J. Done2
2024
207,040
2023
239,200
Mr John R. Slater
2024
248,768
2023
239,200
Ms Susan L. Wheeldon
2024
162,240
2023
156,000
Ms Joanne Dawson3
2024
102,952
2023
-
Total
2024
1,402,411
2023
1,289,600
1. Board and Board Committee fees are paid as cash and are inclusive of superannuation contributions which are paid in accordance with the applicable superannuation
legislation. Non-Executive Directors are not entitled to retirement benefits other than superannuation. Total fees for each Non-Executive Director disclosed in the
table above include superannuation contributions as follows:
Total fees for each Non-Executive Director disclosed in the table above include superannuation contributions as follows:
•
Mr Garry S. Charny $27,399 (2023: $30,110)
•
Ms Kristie R. Brown $14,470 (2023: 13,343)
•
Mr Peter J. Done $11,440 (2023: $12,847)
•
Mr John R. Slater $6,163 (2023: $31,924)
•
Ms Susan L. Wheeldon $4,020 (2023: $7,412)
•
Ms. Joanne Dawson $10,202 (2023: $nil)
2. Mr Peter J. Done resigned from the Board on 17 November 2023.
3. Ms. Joanne Dawson was appointed as a member of the Centuria Capital Board on 28 November 2023.
Centuria Capital Group Audited Remuneration Report
Audited Remuneration Report Centuria Capital Group
103
102
The below table shows how fees paid to each NED aligns with their roles in various subsidiary Boards and Committees as
per the fee schedule on page 101. This new fee structure and schedule was effective from 1 June 2021.
Mr Garry S. Charny
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
15
362,3363
-
04,5,6
01,2,4
01,2,4
-
326,336
2023
20
348,4003
-
01,2,4
01,2,4
01,2,4
-
348,400
Centuria Life
Limited
2024
11
97,3443
02,4
01
-
-
-
97,344
2023
11
93,6003
02,4
01
-
-
-
93,600
Centuria
Healthcare Pty Ltd
2024
6
75,7123
-
01
-
-
-
75,712
2023
8
72,8003
-
01
-
-
-
72,800
Total
2024
32
535,392
-
-
-
-
-
535,392
2023
39
514,800
-
-
-
-
-
514,800
1. All Centuria Capital Limited Board and Committee appointments including Chair and Member positions represent group wide accountabilities which extend
across Audit Risk and Compliance, Conflicts, Culture and ESG as well as Nomination and Remuneration appointments across the entire platform and all controlled
subsidiaries.
2. NED is chair/member of this committee, however receives no additional fee for their role on the committee.
3. The NED is a Chair of the applicable Board or Committee.
4. The NED is a member of the applicable Board or Committee.
Ms Kristie R. Brown
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
15
118,9761
10,8191
16,2241,2
-
-
-
146,019
2023
20
114,4001,2
10,4001
15,6001,2
-
-
-
140,400
Total
2024
15
118,976
10,819
16,224
-
-
-
146,019
2023
20
114,400
10,400
15,600
-
-
-
140,400
1. The NED is a member of the applicable Board or Committee.
2. All Centuria Capital Limited Board and Committee appointments including Chair and Member positions represent group wide accountabilities which extend
across Audit Risk and Compliance, Conflicts, Culture and ESG as well as Nomination and Remuneration appointments across the entire platform and all controlled
subsidiaries.
Mr Peter J. Done
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
5
45,6341
8,2972
-
4,1491,3
-
-
58,080
2023
20
114,4001
20,8002
-
10,4001,3
-
-
145,600
Centuria Life
Limited
2024
4
12,4461
02,4
-
-
-
0 1,4
12,446
2023
11
31,2001
02,4
-
-
-
01,4
31,200
Centuria Property
Funds Limited
2024
21
59,8041
6,7641
-
-
-
-
66,568
2023
18
31,2001
01,4
-
-
-
-
31,200
Centuria Property
Funds No. 2
Limited
2024
23
59,8041
10,1422
-
-
-
-
69,946
2023
24
31,2001
02,4
-
-
-
-
31,200
Total
2024
53
177,688
25,203
-
4,149
-
-
207,040
2023
73
208,000
20,800
-
10,400
-
-
239,200
Note: Mr Peter Done resigned from the Centuria Capital Limited Board and Committees and Centuria Life Limited Board on 17 November 2023.
1. The NED is a member of the applicable Board or Committee.
2. The NED is a Chair of the applicable Board or Committee.
3. All Centuria Capital Limited Board and Committee appointments including Chair and Member positions represent group wide accountabilities which extend
across Audit Risk and Compliance, Conflicts, Culture and ESG as well as Nomination and Remuneration appointments across the entire platform and all controlled
subsidiaries.
4. NED is chair/member of this committee, however receives no additional fee for their role on the committee.
Mr John R. Slater
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
15
118,9761
10,8161
-
10,8161,2
-
-
140,608
2023
20
114,4001
10,4001
-
10,4001,2
-
-
135,200
Centuria Life
Limited
2024
11
32,4483
03,4
03,4
-
-
75,7122
108,160
2023
11
31,2001
01,4
01,4
-
-
72,8002
104,000
Total
2024
26
151,424
10,816
-
10,816
-
75,712
248,768
2023
31
145,600
10,400
-
10,400
-
72,800
239,200
1. The NED is a member of the applicable Board or Committee.
2. All Centuria Capital Limited Board and Committee appointments including Chair and Member positions represent group wide accountabilities which extend
across Audit Risk and Compliance, Conflicts, Culture and ESG as well as Nomination and Remuneration appointments across the entire platform and all controlled
subsidiaries.
3. The NED is a member of the applicable Board or Committee.
4. NED is chair/member of this committee, however receives no additional fee for their role on the committee.
Ms Susan L.
Wheeldon
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
15
118,9761
-
-
21,6322,3
21,6322,3
-
162,240
2023
20
114,4001
-
-
20,8002,3
20,8002,3
-
156,000
Total
2024
15
118,976
-
-
21,632
21,632
-
162,240
2023
20
114,400
-
-
20,800
20,800
-
156,000
1. The NED is a member of the applicable Board or Committee.
2. The NED is a Chair of the applicable Board or Committee.
3. All Centuria Capital Limited Board and Committee appointments including Chair and Member positions represent group wide accountabilities which extend
across Audit Risk and Compliance, Conflicts, Culture and ESG as well as Nomination and Remuneration appointments across the entire platform and all controlled
subsidiaries.
4. NED is chair/member of this committee, however receives no additional fee for their role on the committee.
Ms Joanne Dawson
Year
Board
meetings
attended
Board
Audit,
Risk and
Compliance
Committee
Conflicts
Committee
Nomination
and
Remuneration
Committee
Culture
and ESG
Committee
Investment
Committee
Total $
Centuria Capital
Limited
2024
9
70,9491
12,8012
-
-
-
-
83,750
2023
-
-
-
-
-
-
-
-
Centuria Life
Limited
2024
7
19,2021
02,3
-
-
-
-
19,202
2023
-
-
-
-
-
-
-
-
Total
2024
16
90,151
12,801
-
-
-
-
102,952
2023
-
-
-
-
-
-
-
-
Note: Ms Joanne Dawson was appointed on 28 November 2023.
1. The NED is a member of the applicable Board or Committee.
2. The NED is a Chair of the applicable Board or Committee.
3. NED is chair/member of this committee, however receives no additional fee for their role on the committee.
Related party transactions
Since 2021 the Board has adopted a policy that, as a matter of general principle, third party consultancy fees should not
be paid to entities that are related to independent directors. Any directors who are associated with entities that received
consulting fees have had their independence tested and confirmed by reference to ASIC guidelines on independence and
through an external review.
Accordingly, from 1 June 2021, no consulting fees have been paid to entities associated with CNI directors.
There were no fees paid during the year.
Centuria Capital Group Audited Remuneration Report
Audited Remuneration Report Centuria Capital Group
105
104
Director and Senior Management equity holdings and other transactions
Director and Senior Management equity holdings
Set out below are details of movements in fully paid ordinary shares held by Directors and Senior Management as at the
date of this report.
Name
Balance at 1
July 2023
Securities
acquired/
(sold)
Rights
exercised
Balance at 30
June 2024
Changes prior
to signing
Balance at
signing date
Mr Garry S. Charny
422,753
-
-
422,753
-
422,753
Ms Kristie R. Brown
-
-
-
-
-
-
Ms Joanne Dawson
-
-
-
-
-
-
Mr Peter J. Done1
1,506,182
-
-
1,506,182
-
1,506,182
Mr John R. Slater
3,110,677
-
-
3,110,677
-
3,110,677
Ms Susan L. Wheeldon
-
-
-
-
-
-
Mr Jason C. Huljich
6,446,081
-
-
6,446,081
-
6,446,081
Mr John E. McBain
7,888,282
-
-
7,888,282
-
7,888,282
Mr Simon W. Holt
1,077,899
-
-
1,077,899
-
1,077,899
1. Resigned 17 November 2023.
Set out below are the details of movement of performance rights held by KMPs during the year. The fair value attributable
to these rights can be found on page 98.
Name
Balance at 1
July 2023
Rights granted
during the year
Rights vested
and exercised
during the year
Rights forfeited
during the year
Rights held at
30 June 2024
Mr Jason C. Huljich
2,628,925
1,224,369
-
(909,704)
2,943,590
Mr John E. McBain
2,628,925
1,224,369
-
(909,704)
2,943,590
Mr Simon W. Holt
1,028,104
471,404
-
(366,173)
1,133,335
This report is made in accordance with a resolution of Directors.
Mr Garry S. Charny
Ms Joanne Dawson
Director
Director
Sydney
22 August 2024
Centuria Capital Group Audited Remuneration Report
Lead Auditor's independence declaration Centuria Capital Group
107
106
Lead Auditor's independence declaration
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Centuria Capital Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Centuria Capital Group
for the financial year ended 30 June 2024 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPM_INI_01
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
KPMG
Paul Thomas
Partner
Sydney
22 August 2024
108
Centuria Capital Group Financial statements
Financial statements
For the year ended 30 June 2024
Consolidated statement of comprehensive income
110
Consolidated statement of financial position
111
Consolidated statement of changes in equity
112
Consolidated statement of cash flows
114
Notes to the financial statements
116
A About the report
116
A1 General information
116
A2 Material accounting policies
116
A3 Other new accounting standards and interpretations
117
A4 Use of judgements and estimates
118
A5 Segment summary
118
B Business performance
120
B1 Segment profit and loss
120
B2 Revenue
124
B3 Mark to market movements of financial instruments and property
128
B4 Expenses
128
B5 Finance costs
129
B6 Taxation
129
B7 Earnings per security
133
B8 Dividends and distributions
134
C Assets and liabilities
136
C1 Segment balance sheet
136
C2 Receivables
140
C3 Financial assets
141
C4 Secured real estate mortgages receivable
145
C5 Inventory
147
C6 Intangible assets
149
C7 Payables
151
C8 Borrowings
151
C9 Limited recourse loans payable
152
C10 Call/put option liability
154
C11 Right of use asset/lease liability
156
C12 Contributed equity
156
C13 Commitments and contingencies
156
D Cash flows
158
D1 Operating segment cash flows
158
D2 Cash and cash equivalents
159
D3 Reconciliation of profit for the period to net cash flows from operating activities
159
E Group Structure
160
E1 Interests in associates and joint ventures
160
E2 Business combination
164
E3 Material interests in subsidiaries
166
E4 Parent entity disclosure
167
F Other
170
F1 Share-based payment arrangements
170
F2 Financial instruments
171
F3 Remuneration of auditors
180
F4 Events subsequent to the reporting date
180
Consolidated entity disclosure statement
181
Directors’ declaration
190
Independent auditor’s report
192
109
Financial statements Centuria Capital Group
UNLISTED: SUNDROP GLASSHOUSE, PORT AUGUSTA SA
Consolidated statement of comprehensive income
For the year ended 30 June 2024
Notes
30 June 2024
$'000
30 June 2023
$'000
Revenue
B1, B2
327,027
370,115
Share of net (loss)/profit of equity accounted investments
(1,412)
4,281
Net movement in policyholder liability
(15,584)
(10,001)
Mark to market movements of financial instruments and property
B3
28,870
6,928
Expenses
B4
(166,812)
(206,052)
Finance costs
B5
(62,689)
(38,538)
Profit before tax
109,400
126,733
Income tax expense
B6
(7,239)
(20,801)
Profit after tax
102,161
105,932
PROFIT AFTER TAX IS ATTRIBUTABLE TO:
Centuria Capital Limited
73,209
32,289
Centuria Capital Fund (non-controlling interests)
28,934
73,631
External non-controlling interests
18
12
Profit after tax
102,161
105,932
Foreign currency translation reserve
(794)
4,487
Total comprehensive income for the year
101,367
110,419
TOTAL COMPREHENSIVE INCOME FOR THE YEAR IS ATTRIBUTABLE TO:
Centuria Capital Limited
72,415
36,776
Centuria Capital Fund (non-controlling interests)
28,934
73,631
External non-controlling interests
18
12
Total comprehensive income
101,367
110,419
PROFIT AFTER TAX ATTRIBUTABLE TO:
Centuria Capital Limited
73,209
32,289
Centuria Capital Fund (non-controlling interests)
28,934
73,631
Profit after tax attributable to Centuria Capital Group securityholders
102,143
105,920
Cents
Cents
EARNINGS PER CENTURIA CAPITAL GROUP SECURITY
Basic (cents per stapled security)
B7
12.6
13.3
Diluted (cents per stapled security)
B7
12.5
13.1
EARNINGS PER CENTURIA CAPITAL LIMITED SHARE
Basic (cents per share)
B7
9.0
4.0
Diluted (cents per share)
B7
8.9
3.9
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying
notes.
Consolidated statement of financial position
As at 30 June 2024
Notes
30 June 2023
$'000
30 June 2022
$'0001
Cash and cash equivalents
D2
206,936
225,460
Receivables
C2
118,095
133,278
Income tax receivable
B6(b)
-
4,988
Financial assets1
C3
980,984
897,846
Secured real estate mortgages receivable
C4
849,561
41,887
Other assets
11,188
12,714
Inventory
C5
85,127
88,708
Deferred tax assets
B6(c)
8,266
8,637
Equity accounted investments
E1
56,554
90,682
Right of use assets
C11
27,743
32,590
Intangible assets
C6
1,062,764
793,072
Total assets
3,407,218
2,329,862
Payables
C7
117,252
92,418
Provisions
5,865
5,419
Borrowings
C8
435,971
371,347
Limited recourse loans payable
C9
801,958
3,870
Provision for income tax
B6(b)
1,585
600
Interest rate swaps at fair value
19,273
19,339
Benefit Funds policyholder's liability
306,970
278,793
Call/Put option liability
C10
91,090
38,255
Deferred tax liabilities
B6(c)
115,836
66,307
Lease liabilities
C11
31,888
35,725
Total liabilities
1,927,688
912,073
NET ASSETS
1,479,530
1,417,789
Equity
Equity attributable to Centuria Capital Limited
Contributed equity
C12
415,337
394,811
Reserves
12,567
10,063
Retained earnings
360,927
297,353
Total equity attributable to Centuria Capital Limited
788,831
702,227
Equity attributable to Centuria Capital Fund (non-controlling interests)
Contributed equity
C12
1,055,857
1,034,779
Accumulated losses
(368,551)
(322,592)
Total equity attributable to Centuria Capital Fund (non-controlling interests)
687,306
712,187
Total equity attributable to Centuria Capital Group securityholders
1,476,137
1,414,414
Equity attributable to external non-controlling interests
Contributed equity
3,358
3,358
Accumulated losses
35
17
Total equity attributable to external non-controlling interests
3,393
3,375
Total equity
1,479,530
1,417,789
1. Reverse mortgages receivable was previously disclosed as a financial asset and has been reclassified into the Secured real estate mortgages receivable line. Refer to
Note C4 for further details.
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Centuria Capital Group Financial statements
Financial statements Centuria Capital Group
111
110
Consolidated statement of changes in equity
For the year ended 30 June 2024
Centuria Capital Limited
Centuria Capital Fund
(non-controlling interests)
Total
attributable
to Centuria
Capital Group
Securityholders
$'000
External non-controlling interests
Total equity
$'000
Contributed
equity
$'000
Reserves
$'000
Retained
earnings
$'000
Total
Contributed
equity
$'000
Accumulated
losses
$'000
Total
$'000
Contributed
equity
$'000
Retained
earnings
$'000
Total
$'000
Balance at 1 July 2023
394,811
10,063
297,353
702,227
1,034,779
(322,592)
712,187
1,414,414
3,358
17
3,375
1,417,789
Profit for the year
-
-
73,209
73,209
-
28,934
28,934
102,143
-
18
18
102,161
Foreign currency translation reserve
-
(794)
-
(794)
-
-
-
(794)
-
-
-
(794)
Total comprehensive income for the year
-
(794)
73,209
72,415
-
28,934
28,934
101,349
-
18
18
101,367
Equity settled share based payments expense
-
3,298
-
3,298
-
-
-
3,298
-
-
-
3,298
Dividends and distributions paid/accrued
-
-
(9,635)
(9,635)
-
(74,893)
(74,893)
(84,528)
-
-
-
(84,528)
Stapled securities issued
20,646
-
-
20,646
21,119
-
21,119
41,765
-
-
-
41,765
Cost of equity raising
(120)
-
-
(120)
(41)
-
(41)
(161)
-
-
-
(161)
Balance at 30 June 2024
415,337
12,567
360,927
788,831
1,055,857
(368,551)
687,306
1,476,137
3,358
35
3,393
1,479,530
Centuria Capital Limited
Centuria Capital Fund
(non-controlling interests)
Total
attributable
to Centuria
Capital Group
Securityholders
$'000
External non-controlling interests
Total equity
$'000
Contributed
equity
$'000
Reserves
$'000
Retained
earnings
$'000
Total
Contributed
equity
$'000
Accumulated
losses
$'000
Total
$'000
Contributed
equity
$'000
Retained
earnings
$'000
Total
$'000
Balance at 1 July 2022
389,717
3,491
284,478
677,686
1,025,584
(313,452)
712,132
1,389,818
15,683
27,700
43,383
1,433,201
Profit for the year
-
-
32,289
32,289
-
73,631
73,631
105,920
-
12
12
105,932
Foreign currency translation reserve
-
4,487
-
4,487
-
-
-
4,487
-
-
-
4,487
Total comprehensive income for the year
-
4,487
32,289
36,776
-
73,631
73,631
110,407
-
12
12
110,419
Equity settled share based payments expense
2,970
2,085
-
5,055
-
-
-
5,055
-
-
-
5,055
Dividends and distributions paid/accrued
-
-
(17,264)
(17,264)
-
(79,121)
(79,121)
(96,385)
-
-
-
(96,385)
Stapled securities issued
2,125
-
-
2,125
9,201
-
9,201
11,326
-
-
-
11,326
Cost of equity raising
(1)
-
-
(1)
(6)
-
(6)
(7)
-
-
-
(7)
Capital invested to non-controlling interests
-
-
-
-
-
-
-
-
464
-
464
464
Deconsolidation of controlled property funds1
-
-
(2,150)
(2,150)
-
(3,650)
(3,650)
(5,800)
(12,789)
(27,695)
(40,484)
(46,284)
Balance at 30 June 2023
394,811
10,063
297,353
702,227
1,034,779
(322,592)
712,187
1,414,414
3,358
17
3,375
1,417,789
1. Included in the deconsolidation of controlled property funds is a correction of the allocation of prior year profits between Centuria Capital Limited, Centuria Capital Fund and
external non-controlling interests.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Centuria Capital Group Financial statements
Financial statements Centuria Capital Group
113
112
Consolidated statement of cash flows
For the year ended 30 June 2024
Note
30 June 2024
$'000
30 June 2023
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Management fees received
198,692
204,747
Performance fees received
6,184
143
Distributions received
62,011
54,738
Interest received
54,339
7,987
Rent received
4,844
5,731
Cash received on development projects
-
3,813
Payments to suppliers and employees
(128,844)
(122,526)
Interest paid
(48,215)
(31,796)
Income taxes paid
(3,477)
(8,616)
Applications - Benefits Funds
40,123
23,630
Redemptions - Benefits Funds
(29,337)
(24,169)
Net cash provided by operating activities
D3
156,320
113,682
CASH FLOWS FROM INVESTING ACTIVITIES
Loans repaid from SPVs
175,841
-
Proceeds from sale of related party investments
146,216
61,966
Loans repaid from other parties
85,950
39,734
Repayment of loans by related parties
37,768
36,644
Sale of property held for sale
10,794
31,708
Disposal of equity accounted investments
8,322
65,402
Collections from reverse mortgage holders
4,670
2,521
Cash balance on acquisition of subsidiaries
2,056
-
Payments for property, plant and equipment
(238)
(2,314)
Purchase of equity accounted investments
(11,387)
(49,036)
Benefit Funds net disposals of investments in financial assets
(48,601)
28,725
Loans to related parties
(65,040)
(39,838)
Loans to other parties
(85,950)
(39,734)
Purchase of investments in related parties
(230,444)
(63,736)
Loans provided to SPVs
(162,054)
-
Cash balance on deconsolidation of property funds
-
(6,043)
Loans provided to other parties
-
(13,883)
Purchase of property held for development
-
(20,246)
Sale of property held for development
-
30,203
Note
30 June 2024
$'000
30 June 2023
$'000
Net cash (used in)/provided by investing activities
(132,097)
62,073
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from SPV borrowings
302,870
-
Proceeds from borrowings
247,500
96,650
Proceeds from issue of securities to securityholders of Centuria
Capital Group
13,265
11,326
Equity raising costs paid
(161)
(7)
Capitalised borrowing costs paid
(1,396)
(1,094)
Distributions paid to securityholders of Centuria Capital Group
(86,168)
(93,474)
Repayment of borrowings
(186,193)
(162,749)
Repayment of SPV borrowings
(330,908)
-
Net cash used in financing activities
(41,191)
(149,348)
Net (decrease)/increase in cash and cash equivalents
(16,968)
26,407
Cash and cash equivalents at the beginning of the financial year
225,460
200,565
Effects of exchange rate changes on cash and cash equivalents
(1,556)
(1,512)
Cash and cash equivalents at end of year
206,936
225,460
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Centuria Capital Group Financial statements
Financial statements Centuria Capital Group
115
114
Notes to the financial statements
For the year ended 30 June 2024
A About the report
A1
General information
The shares in Centuria Capital Limited, (the Company) and the units in Centuria Capital Fund (CCF) are stapled and trade
together as a single stapled security (Stapled Security) on the ASX as ‘Centuria Capital Group’ (the Group) under the ticker
code CNI.
The Group is a for-profit entity and its principal activities are the marketing and management of investment products
including property investment funds and friendly society investment bonds, co-investments in property investment funds,
as well as property and development finance.
Statement of compliance
The consolidated financial statements are general purpose financial statements which have been prepared in accordance
with Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations
Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted
by the International Accounting Standards Board (IASB).
The consolidated financial statements of the Group comprising the Company (as Parent) and its controlled entities for the
year ended 30 June 2024 were authorised for issue by the Group’s Board of Directors on 22 August 2024.
Basis of preparation
The consolidated financial statements have been prepared on the basis of historical cost, except for financial assets at
fair value through profit and loss, other financial assets, investment properties and derivative financial instruments which
have been measured at fair value at the end of each reporting period. Cost is based on the fair values of the consideration
given in exchange for assets. All amounts are presented in Australian dollars, which is the company’s functional currency,
unless otherwise noted.
Assets and liabilities have been presented on the face of the statement of financial position in decreasing order of
liquidity and do not distinguish between current and non-current items.
Going concern
The financial report has been prepared on a going-concern basis, which assumes continuity of normal business activities
and the realisation of assets and settlement of liabilities in the ordinary course of business.
Rounding of amounts
The Group is an entity of a kind referred to in ASIC Legislative Instrument 2016/191, related to the ‘rounding off’ of
amounts in the Directors’ Report and financial statements. Amounts in the Directors’ Report and financial statements have
been rounded off, in accordance with the instrument to the nearest thousand dollars, unless otherwise indicated.
A2
Material accounting policies
The accounting policies and methods of computation in the preparation of the consolidated financial statements are
consistent with those adopted in the previous financial year ended 30 June 2023 with the exception of the adoption of
new accounting standards outlined below or in the relevant notes to the consolidated financial statements.
When the presentation or classification of items in the consolidated financial statements has been amended, comparative
amounts are also reclassified, unless it is impractical. Accounting policies are selected and applied in a manner that
ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that
the substance of the underlying transactions or other events are reported.
These financial statements contain all material accounting policies that summarise the recognition and measurement
basis used and which are relevant to provide an understanding of the financial statements. Accounting policies that are
specific to a note to the financial statements are described in the note to which they relate.
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the
exchange rate at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign
currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the
date of the transaction. Foreign currency differences are generally recognised in profit or loss.
However, foreign currency differences arising from the translation of the following items are recognised in Other
Comprehensive Income (OCI):
•
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is
effective; and
•
qualifying cash flow hedges to the extent that the hedges are effective.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are
translated into the Australian dollar (AUD) at the exchange rate at the reporting date. The income and expenses of foreign
operations are translated into AUD at the exchange rates at the date of the transactions.
Foreign currency differences arising from the translation of foreign operations are recognised in OCI and accumulated into
the translation reserve, except to the extent that the translation difference is allocated to NCI.
A3
Other new accounting standards and interpretations
The AASB has issued new or amendments to standards that are first effective from 1 July 2024.
The following amended standards and interpretations that have been adopted do not have a significant impact on the
Group’s consolidated financial statements.
Standards now effective:
•
AASB 17 Insurance Contracts
•
AASB 2020-1 Amendments to Australian Accounting Standards - Classification of Liabilities as Current or Non-Current
•
AASB 2021-2 Amendments to Australian Accounting Standards - Disclosure of Accounting Policies and Definition of
Accounting Estimates
•
AASB 2021-5 Amendments to Australian Accounting Standards - Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
•
AASB 2021-7(b) Amendments to Australian Accounting Standards - Effective Date of Amendments to AASB 10 and
AASB 128 and Editorial Corrections
•
AASB 2022-1 Amendments to Australian Accounting Standards - Initial application of AASB 17 and AASB 9 -
Comparative Information
•
AASB 2022-2 Amendments to Australian Accounting Standards - Extending Transition Relief Under AASB 1
Standards not yet effective:
A number of new standards are effective for annual periods beginning after 1 July 2024 and earlier application is
permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated
financial statements.
The following new and amended standards are not expected to have a significant impact on the Group’s consolidated
financial statements.
• AASB 18 - Presentation and Disclosure in Financial Statements
• AASB 2022-6 Amendments to Australian Accounting Standards - Non-current Liabilities with Covenants
• AASB 2021-7(c) Amendments to Australian Accounting Standards - Effective Date of Amendments to AASB 10 and AASB
128 and Editorial Corrections
• AASB 2014-10 Amendments to Australian Accounting Standards - Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
117
116
A4
Use of judgements and estimates
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense
that are not readily apparent from other sources. The judgements, estimates and assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates and
revision to accounting estimates are recognised prospectively.
Information about critical judgements, estimates and assumptions in applying accounting policies that have the most
significant effect on the amounts recognised in the consolidated financial statements are included in the following notes:
•
Note B2 Revenue - Performance fees
•
Note C5 Inventory
•
Note C6 Intangible assets
•
Note F2 Financial instruments
A5
Segment summary
As at 30 June 2024, the Group has six reportable operating segments. These reportable operating segments are the
divisions which report to the Group's Joint Chief Executive Officers and Board of Directors (the Group's chief operating
decision makers) for the purpose of resource allocation and assessment of performance.
The reportable operating segments are:
Operating segments
Description
Property Funds Management
Management of listed and unlisted property funds.
Co-investments
Direct interest in property funds, properties held for sale and other liquid investments
Developments
Management of development projects and completion of structured property
developments which span sectors ranging from Commercial Office, Industrial,
Healthcare through to Residential Mixed Use.
Property & Development
Finance
Provision of real estate secured non-bank finance for bridging finance, land sub-
division, development projects and residual stock.
Investment Bonds
Management
Management of the Benefit Funds of Centuria Life Limited and management of the
Over Fifty Guardian Friendly Society Limited. The Benefit Funds include a range of
financial products, including single and multi-premium investments.
Corporate
Overheads for supporting the Group's operating segments.
In addition, the Group also provides disclosures in relation to a further four non-operating segments, which are:
Non-operating segments
Description
Non-operating items
Comprises transaction costs, mark-to-market movements in investment, property and
financial instruments, share of equity accounted net profit in excess of distributions
received and all other non-operating activities.
Controlled non-operating
entities
Represents the operating results and financial position of entities controlled by the
group which are required to be consolidated into the Group’s financial statements in
accordance with accounting standards.
This segment includes:
•
Equity property funds that are controlled
•
Operating result and financial position of the benefit funds of Centuria Life Limited
•
Results and financial position of Centuria Bass Credit's Special Purpose Vehicles
(SPVs) used to source capital from investors through Limited Recourse Loan
Agreements with the resultant funding extended to borrowers through Syndicated
Facility Agreements.
•
Results of the management of a reverse mortgage lending portfolio.
Eliminations
Elimination of transactions between the operating segments and the other non-
operating segments above, including transactions between the operating entities
within the Group, property and benefit funds as well as Centuria Bass Credit's
Financing SPVs controlled by the Group
The accounting policies of reportable segments are the same as the Group's accounting policies, unless otherwise noted.
Commencing the year ended 30 June 2024, the Controlled Property Funds and the Benefits Funds non-operating
Segments have been combined with the Financing SPVs of the Centuria Bass business and reverse mortgages lending
portfolio and presented as a single non-operating segment, representing all controlled entities and Funds of the Group
which are not considered to form part of the operating results of the Group reportable to its CEOs. The equivalent June
2023 disclosures with respect to non-operating Controlled Property Funds and the Benefits Funds have also been
restated accordingly.
Refer below for an analysis of the Group's segment results:
•
Note B1 Segment profit and loss
•
Note C1 Segment balance sheet
•
Note D1 Operating segment cash flows
•
Note E2 Business combination
LISTED: 8 CENTRAL AVENUE, EVELEIGH NSW
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
119
118
B Business performance
B1
Segment profit and loss
Commencing the year ended 30 June 2024, the Controlled Property Funds, Reverse Mortgages and Benefits Funds
non-operating Segments have been combined with the Financing SPVs of the Centuria Bass business and
presented as a single non-operating segment, representing all controlled entities and Funds of the Group which are
not considered to form part of the operating results of the Group reportable to its CEOs.
For the year ended 30 June 2024
Notes
Property
funds
management
$'000
Co-
investments
$'000
Development
$'000
Property and
development
finance
$'000
Investment
bonds
management
$'000
Corporate
$'000
Operating
profit
$'000
Non operating
items
$'000
Controlled
non-operating
entities
$'000
Eliminations
$'000
Statutory
profit
$'000
Management fees
145,382
-
9,668
-
8,834
-
163,884
-
-
(3,581)
160,303
Development and property sales revenue
-
-
34,776
-
-
-
34,776
4,500
-
-
39,276
Distribution/dividend revenue
-
43,419
-
-
-
-
43,419
(3,438)
13,437
-
53,418
Property performance fees
6,030
-
-
-
-
-
6,030
-
-
-
6,030
Property acquisition fees
9,182
-
-
-
-
-
9,182
-
-
(215)
8,967
Interest revenue
-
7,645
52
18,034
-
2,699
28,430
(11,956)
36,760
(6,380)
46,854
Rental income
1,315
2,927
-
-
-
143
4,385
-
19
-
4,404
Underwriting fees
898
-
-
-
-
-
898
-
-
-
898
Financing fees
1,590
-
-
7,452
-
-
9,042
(4,382)
-
(3,070)
1,590
Property sales fees
2,313
-
-
-
-
-
2,313
-
-
-
2,313
Other income
324
135
-
1,255
848
127
2,689
(73)
358
-
2,974
Total revenue
B2
167,034
54,126
44,496
26,741
9,682
2,969
305,048
(15,349)
50,574
(13,246)
327,027
Share of net (loss)/profit of equity accounted
investments
E1
-
-
-
-
-
-
-
(1,412)
-
-
(1,412)
Net movement in policyholder liabilities
-
-
-
-
-
-
-
-
(15,584)
-
(15,584)
Mark to market movements of financial
instruments and property
B3
-
-
-
-
-
-
-
19,749
9,121
-
28,870
Expenses
B4
(81,510)
(170)
(8,103)
(12,573)
(6,069)
(19,812)
(128,237)
4,799
(10,509)
6,866
(127,081)
Cost of sales
B4
-
-
(35,231)
-
-
-
(35,231)
(4,500)
-
-
(39,731)
Finance costs
B5
(2,861)
(32,629)
(1)
(715)
(1)
(1,635)
(37,842)
(2,089)
(29,138)
6,380
(62,689)
Profit before tax
82,663
21,327
1,161
13,453
3,612
(18,478)
103,738
1,198
4,464
-
109,400
Income tax benefit/(expense)
B6
(24,893)
(3,825)
(349)
(4,062)
(1,163)
25,213
(9,079)
6,268
(4,428)
-
(7,239)
Profit after tax
57,770
17,502
812
9,391
2,449
6,735
94,659
7,466
36
-
102,161
Profit/(loss) after tax attributable to:
Centuria Capital Limited
57,770
5,784
812
9,391
2,449
(77,689)
(1,483)
74,674
18
-
73,209
Centuria Capital Fund
-
11,718
-
-
-
84,424
96,142
(67,208)
-
-
28,934
Profit after tax attributable to Centuria Capital
Group securityholders
57,770
17,502
812
9,391
2,449
6,735
94,659
7,466
18
-
102,143
Non-controlling interests
-
-
-
-
-
-
-
-
18
-
18
Profit after tax
57,770
17,502
812
9,391
2,449
6,735
94,659
7,466
36
-
102,161
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
121
120
For the year ended 30 June 2023
Notes
Property
funds
management
$'000
Co-
investments
$'000
Development
$'000
Property and
development
finance
$'000
Investment
bonds
management
$'000
Corporate
$'000
Operating
profit
$'000
Non operating
items
$'000
Controlled
property
funds
$'000
Eliminations
$'000
Statutory
profit
$'000
Management fees
142,260
-
12,919
-
8,605
-
163,784
-
-
(3,595)
160,189
Property acquisition fees
14,923
-
-
-
-
-
14,923
-
-
-
14,923
Property performance fees
28,457
-
-
-
-
-
28,457
-
-
-
28,457
Financing fees
975
-
-
6,200
-
-
7,175
(6,200)
-
-
975
Development and property sales revenue
-
-
30,649
-
-
-
30,649
67,612
-
-
98,261
Property sales fees
911
-
-
-
-
-
911
-
-
-
911
Interest revenue
-
4,232
463
5,622
-
2,751
13,068
(5,622)
1,659
(59)
9,046
Rental income
204
4,988
-
-
-
-
5,192
-
18
-
5,210
Distribution/dividend revenue
-
43,474
-
-
-
-
43,474
(3,875)
8,381
-
47,980
Underwriting fees
2,982
-
-
-
-
-
2,982
-
-
-
2,982
Other income
314
21
2
-
684
-
1,021
-
160
-
1,181
Total revenue
B2
191,026
52,715
44,033
11,822
9,289
2,751
311,636
51,915
10,218
(3,654)
370,115
Share of net (loss)/profit of equity accounted
investments
E1
-
-
-
-
-
-
-
4,281
-
-
4,281
Net movement in policyholder liabilities
-
-
-
-
-
-
-
-
(10,001)
-
(10,001)
Mark to market movements of financial
instruments and property
B3
-
-
-
-
-
-
-
(296)
7,224
-
6,928
Expenses
B4
(76,301)
(331)
(8,523)
(5,236)
(5,827)
(18,626)
(114,844)
2,985
(4,083)
3,595
(112,347)
Cost of sales
B4
-
-
(26,093)
-
-
-
(26,093)
(67,612)
-
-
(93,705)
Finance costs
B5
(2,160)
(32,996)
(3)
(5)
(1)
(1,818)
(36,983)
(1,610)
(4)
59
(38,538)
Profit/(Loss) before tax
112,565
19,388
9,414
6,581
3,461
(17,693)
133,716
(10,337)
3,354
-
126,733
Income tax benefit/(expense)
B6
(33,340)
(2,155)
(2,801)
(1,975)
(1,037)
23,180
(18,128)
657
(3,330)
-
(20,801)
Profit/(Loss) after tax
79,225
17,233
6,613
4,606
2,424
5,487
115,588
(9,680)
24
-
105,932
Profit/(loss) after tax attributable to:
Centuria Capital Limited
79,225
3,468
6,613
4,606
2,424
(65,891)
30,445
1,832
12
-
32,289
Centuria Capital Fund
-
13,765
-
-
-
71,378
85,143
(11,512)
-
-
73,631
Profit/(loss) after tax attributable to Centuria
Capital Group securityholders
79,225
17,233
6,613
4,606
2,424
5,487
115,588
(9,680)
12
-
105,920
Non-controlling interests
-
-
-
-
-
-
-
-
12
-
12
Profit/(loss) after tax
79,225
17,233
6,613
4,606
2,424
5,487
115,588
(9,680)
24
-
105,932
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
123
122
B2
Revenue
Revenue has been disaggregated in the segment profit and loss in Note B1.
(a) Recognition and measurement
Type of revenue
Description
Revenue
recognition
policy
Management fees
The Group provides:
a. fund management services to property funds in accordance with the fund
constitutions. The services are provided on an ongoing basis and revenue is
calculated and recognised in accordance with the relevant constitution. The fees
are primarily calculated based on a fixed percentage of a defined metric or a fixed
amount. The fees are invoiced and paid monthly in arrears.
Over-time
b. property management services to the owners of property assets in accordance
with property services agreements. The services are utilised on an ongoing
basis and revenue is calculated and recognised in accordance with the specific
agreement. The fees are primarily calculated based on a fixed percentage of a
defined metric or a fixed amount. The fees are invoiced monthly with variable
payment terms depending on the individual agreements.
Over-time
c. lease management services to the owners. The revenue is recognised when
the specific service is delivered (e.g. on lease execution) and consideration is
due 30 days from invoice date. The fees are primarily calculated based on a fixed
percentage of a defined metric or a fixed amount.
Point-in-time
d. development management services to the owners of property assets in
accordance with development management agreements. Revenue is calculated
in accordance with the specific agreement and invoiced in accordance with
the contract terms with revenue recognised progressively as the services
are provided in proportion to the state of completion by reference to costs.
Consideration is due from the customer based on the specific terms agreed in
the contract and is recognised when the Group has control of the benefit.
Over-time
Distribution/
dividend revenue
Distribution/dividend revenue from investments is recognised when the
shareholder has a right to receive payment.
Point-in-time
Interest
Accrued over-time by reference to the outstanding amount using the effective
interest rate.
Over-time
Rental
Rent from investment property is recognised in profit or loss on a straight line basis
over term of the lease.
Over-time
Financing fees
Financing fees charged by the Group’s Property and Development Finance (PDF)
operating segment include, loan application and discharge fees, which are charged
at set amounts, as well as establishment fees, early discharge fees and risk
review fees, which are calculated based on a fixed percentages of the underlying
commitment or the facility amount. Administration fees which are either charged at
set amounts or based on a percentage of the Facility amount are the only financing
fees charged on a monthly basis.
Financing fees with respect to the Group’s PDF operations, which are considered
integral to the origination and issuance of the financial instruments are accounted
for using the Effective Interest Method (EIR). This method requires all cash
flows, including any upfront fees and fees received at the end of the financing
arrangement, to be quantified, and spread over the life of the expected financial
instrument. This spread, reflecting an overall yield, approximates the emergence of
the fees over the expected life of the financial instrument.
Whilst financing fees are recovered at a point-in-time or as services are performed,
their eventual collectability is dictated by the future performance of the underlying
borrower, its continued financial viability as well as the quality of the underlying
secured asset at the end of the arrangement to meet all the financial obligations
arising from each syndicated facility agreement.
Over-time
Type of revenue
Description
Revenue
recognition
policy
Financing fees
continued
The recoverability of the Group’s entitlement to its Financing fees and its interest
margin are subject to significant variability and are impacted by future external
factors. Management track and monitor the performance of each syndicated facility
agreement throughout its life against the following factors:
a. Deal Status, which assess the actual progress of construction of the underlying
development against the original planned draw downs, costing and cashflows
from the project.
b. Presence of Default event(s), with all defaults considered to negatively impact
the recoverability of fees.
c. Loan to Value Ratio (LVR), assessed separately and specifically for each
Syndicated Facility Agreement, with ratios less than 60% considered low risk,
and ratios above 70% considered high risk.
d. Assessment of Refinance Risk, which monitors the availability of external
sources, costing and quality of debt funding available for each borrower under
each syndicated facility agreement, with higher refinance risk (representative
of an inability to source alternative debt funding) resulting in a higher risk
assessment in relation to the ultimate recoverability of the Group's revenue
entitlement.
The above are then consolidated and used to forecast the 'Aggregate amount
available'. This assessment reflects the expected excess funding to be available in
each Financing SPV to meet the contractual and commercial expectations of the
limited recourse loan holders (investors) for each of the financial arrangements.
This assessment is then expressed as overall fee probability estimate and used
to derive the expected credit loss with respect to each arrangement considering
factors specific to each arrangements as well as past experience in relation to the
recoverability of fees compared with similar arrangement and across the entire
population of current and past financial instruments.
Finance work fees
Liquidity management services to property funds in accordance with the fund
constitutions. The revenue is recognised when the specific service is delivered
(e.g. on facility execution) and consideration is due 30 days from invoice date. The
fees are primarily calculated based on a fixed percentage of the facility amount.
Point-in-time
Performance fees
The Group receives a performance fee for providing management services where
the property fund outperforms a set internal rate of return (IRR) benchmark at
the time the property is sold. Consideration is due upon successful sale of the
investment property if the performance hurdles are satisfied.
In measuring the performance fees to be recognised each period, consideration
is given to the facts and circumstances with respect to each investment property
including external factors such as its current valuation, passage of time and outlook
of the property market.
Performance fees are only recognised when they are deemed to be highly probable
and the amount of the performance fees will not result in a significant reversal in
future periods.
The Group’s performance fees are recognised over-time under AASB 15 Revenue
from Contracts with Customers.
The key assumptions made in estimating the amount of performance fee revenue
that is highly probable include:
>2 years from forecast fund end date:
It is assumed that the highly probable threshold is only met when the forecast end
date of the fund is within two years from balance date. The forecast end date is
generally based on the relevant fund end date as expressed in the relevant PDS
or a revised fund end date in the event that an alternative strategy is undertaken
by the Group, in which case the unbooked portion of any forecast performance
fees are recognised over the extended term of the fund. In instances where the
fund term is extended beyond two years from the reporting date and the Group
has already accrued a performance fee in prior periods, the Group will continue to
accrue any additional fee over the extended remaining period.
Over-time
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
125
124
Type of revenue
Description
Revenue
recognition
policy
Performance fees
continued
Probability thresholds for sensitivity to property valuations:
The level of constraint applied to performance fee revenue is adjusted depending
on remaining fund tenure. Specifically, a discount in property values between
10.0% to 20.0% is applied, depending on when in the two-year window the fund
is expected to wind up. In instances where the fund term is extended beyond two
years from the reporting date and the Group has already accrued a performance fee
in prior periods, a discount in property values between 2.5% to 10.0% is applied
depending on the remaining fund term as it is assumed the fund term extension
was on the basis that fund performance can be further enhanced, thereby reducing
the risk of valuation decrements and increasing the likelihood of achieving the full
performance fee.
Fair value of investment properties:
The fair value of investment properties is based on the latest available valuation of
the underlying property from the published financial statements or board approved
valuations.
Over-time
Recoverable
outgoings
The Group recovers the costs associated with general building and tenancy
operation from lessees in accordance with specific clauses within lease
agreements. These are invoiced monthly based on an annual estimate. The
consideration is due 30 days from invoice date. Should any adjustment be required
based on actual costs incurred, this is recognised in the statement of financial
performance within the same reporting period and billed annually.
Over-time
Property
acquisition fees
The Group provides property acquisition related services to property funds and the
revenue is based on a fixed percentage of a defined metric included in the PDS
issued at the establishment of the fund. The consideration is due upon successful
settlement of the investment property.
Point-in-time
Property sales
fees
The Group provides sales services to the owners of property assets in accordance
with property management agreements and the revenue is based on a fixed
percentage of a defined metric included in the relevant property management
agreement. The consideration is due upon successful sale of the investment
property.
Point-in-time
Development
revenue
Where the Group has control of the underlying asset, revenue from the sale
of development assets is recognised when control has been transferred to
the customer. Where development assets have been recognised in relation
to the enhancement of an asset controlled by the customer, revenue from the
realisation of the development costs are recognised over time in accordance
with the performance obligations of the contract and in proportion to the stage
of completion of the relevant contracts by reference to costs. Any variable
consideration is constrained to the amount that is highly probable to not
significantly reverse. Proceeds from the sale of development assets are invoiced
and receivable in accordance with the relevant terms of the contract.
Over-time
(b) Transaction price allocated to the remaining performance obligations
The following table represents additional information not required by accounting standards of revenue expected to be
recognised in the future relating to performance conditions that are unsatisfied (or partially unsatisfied) at period end.
These amounts represent the unconstrained values of expected future revenue.
Recognised in
2024
$'000
Balance of
unrecognised
performance
obligations 2024
$'000
Recognised in
2023
$'000
Balance of
unrecognised
performance
obligations 2023
$'000
Property performance fees1
6,030
112,558
28,457
125,996
Development revenue2
34,776
29,691
30,649
63,698
Management fees3
40,598
90,049
34,215
120,268
1. The underlying property funds managed by the Group have total estimated performance fees payable of $172,446,000 as at 30 June 2024 (30 June 2023:
$185,500,000) based on the current financial performance of the underlying property funds. These represent an estimate of the total expected performance
fee revenue due to the Group from the property funds over their remaining lives. Of these performance fees, the Group has recognised $6,030,000 in FY24, with
$28,457,000 recognised in the prior year. The total estimated amount of performance fees available to the Group to recognise in the future is $112,558,000 (30 June
2023: $125,996,000).
These amounts are expected to be recognised in future periods based on expected fund expiries which range up to FY30. Unrecognised performance fees are
based on current property valuations and anticipated fund expiration dates and as a result may not be fees that will eventuate upon actual Fund expiry. Further, these
amounts may not be in line with the point performance fees recognition, and will normally be triggered based on the Group’s accounting policy outlined in B2(a) i.e.
amounts disclosed are not constrained to represent the amount of future revenue that is highly probable of not being realised.
2. Relates to property development contracts where the Group is acting as developer and is based on contracted revenue. The Group expects to recognise the revenue
in the coming 12 months as the development activity is completed.
3. Relates only to unlisted property funds management fees which have a defined fund life. The amount is an estimated amount based on the 30 June 2024 balance of
defined metrics or fixed amount as set out in the Group’s accounting policy outlined in B2(a). The Group expects to recognise the revenue over the next seven years.
As defined metrics are primarily driven by property valuations, the unrecognised management fees may not be fees that will eventuate over the life of the fund.
(c) Transactions with related parties
Fees are charged to related parties in accordance with the respective trust deeds and management agreements.
2024
$
2023
$
Management fees from Property Funds managed by Centuria
144,977,687
155,178,975
Distributions from Property Funds managed by Centuria
37,754,376
37,174,386
Development revenue from Property Funds managed by Centuria
34,775,674
61,763,557
Interest from Debt Funds managed by Centuria
17,804,134
5,622,451
Development management fees from Property Funds managed by Centuria
9,667,865
12,918,642
Property acquisition fees from Property Funds managed by Centuria
8,967,025
14,923,473
Fees from Debt funds managed by Centuria
7,451,501
6,199,936
Performance fees from Property Funds managed by Centuria
6,030,301
28,456,851
Management fees from Over Fifty Guardian Friendly Society
3,385,728
3,372,860
Interest income on loans to Property Funds managed by Centuria
2,339,323
2,721,891
Sales fees from Property Funds managed by Centuria
2,312,645
910,504
Underwriting fees in relation to Property Funds managed by Centuria
898,175
2,982,378
Interest income on loan to Bass Property Credit Fund
648,011
589,705
Interest income on loan to Centuria Bass Credit Fund
348,798
98,533
277,361,243
332,914,142
Terms and conditions of transactions with related parties
Investments in property funds and benefit funds held by certain directors and director-related entities are made on the
same terms and conditions as all other investors and policyholders. Directors and director-related entities receive the
same returns on these investments as all other investors and policyholders.
The Group pays some expenses on behalf of related entities and receives a reimbursement for those payments. As at 30
June 2024, the amount receivable from related parties per note C2(a) is $13,786,838 (30 June 2023: $21,045,276).
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
127
126
B3
Mark to market movements of financial instruments and property
The following table provides a summary of fair value and impairment movements of investments during the year.
2024
$'000
2023
$'000
Movement in Centuria Office REIT's listed market price
(24,140)
(29,993)
Movement in Centuria Industrial REIT's listed market price
(9,099)
29,317
Movement in put/call options
(3,008)
10,440
Impairment of Inventory
(2,992)
(5,630)
Fair value gain on consolidation of Centuria Bass1
84,744
-
Other mark to market movements
(16,635)
2,794
Total mark to market movement
28,870
6,928
1. Relates to the fair value gain on previously equity accounted investment of Centuria Bass revalued on consolidation. Refer to Note E1 for details.
B4
Expenses
2024
$'000
2023
$'000
Employee benefits expense
82,817
75,419
Cost of sales - development
39,731
93,705
Depreciation expense
6,615
5,596
Consulting and professional fees
5,112
3,254
Superannuation contribution expense
4,843
4,253
Property management fees paid
4,355
4,050
Insurance costs
3,927
5,404
Information technology expenses
3,542
2,886
Travel and entertainment expenses
2,890
2,689
Administration fees
2,129
1,789
Transaction costs
1,287
1,631
Marketing expenses
840
662
Other expenses
8,724
4,714
166,812
206,052
(a) Transactions with key management personnel
1. Directors' remuneration
The aggregate remuneration paid to directors' of the Group is set out below:
2024
$'000
2023
$'000
Board and Committee fees
1,402,411
1,289,600
Detailed information on directors' remuneration is included in Audited Remuneration Report on page 103.
2. Key management personnel compensation
The aggregate compensation paid to key management personnel of the Group is set out below:
2024
$'000
2023
$'000
Short-term employee benefits
9,775,848
9,150,494
Post-employment benefits
153,784
153,957
Other long-term employment benefits
50,615
62,943
Share-based payments
2,067,437
2,674,979
12,047,684
12,042,373
Detailed information on key management personnel compensation is included in the Audited Remuneration Report on
pages 100 and 103.
B5
Finance costs
2024
$'000
2023
$'000
Group interest charges
32,388
33,025
Limited recourse loan interest charges
23,050
-
Finance charge - puttable instruments
3,528
2,146
Reverse mortgage facility interest charges
1,578
1,754
Lease interest
2,145
1,613
Fair value loss on financial assets
1,174
277
Fair value gain on derivatives
(1,174)
(277)
62,689
38,538
Recognition and measurement
The Group's finance costs include interest expense recognised using the effective interest rate method.
B6
Taxation
2024
$'000
2023
$'000
Current tax expense in respect of the current year
7,365
4,235
Adjustments to current tax in relation to prior years
(318)
2,552
7,047
6,787
Deferred tax expense relating to the origination and reversal of temporary
differences
(543)
17,060
Adjustments to deferred tax in relation to prior years
735
(3,046)
Income tax expense
7,239
20,801
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
129
128
(a) Reconciliation of income tax expense
The prima facie income tax expense on profit before income tax reconciles to the income tax expense in the consolidated
financial statements as follows:
2024
$'000
2023
$'000
Profit before tax
109,400
126,732
Less: profit not subject to income tax
(88,940)
(63,053)
20,460
63,679
Income tax expense calculated at 30%
6,138
19,104
Add/(deduct) tax effect of amounts which are not deductible/(assessable)
Tax offsets
(601)
(1,217)
Non-allowable expenses - other
2,047
1,000
Adjustments to income tax expense in relation to prior years
(318)
2,552
Effects of different tax rates of subsidiaries operating in other
jurisdictions
(27)
(638)
Income tax expense
7,239
20,801
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable for Australian corporate entities
on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the
previous reporting period. Taxable income derived for New Zealand tax purposes is at the tax rate of 28%.
(b) Current tax assets and liabilities
The prima facie income tax expense on profit before income tax reconciles to the income tax expense in the consolidated
financial statements as follows:
2024
$'000
2023
$'000
CURRENT TAX ASSETS/(LIABILITIES) ATTRIBUTABLE TO:
Income tax receivable/(payable) - Australia
(499)
4,988
Income tax payable to benefit fund policy holders - Australia
(1,086)
(600)
(1,585)
4,388
(c) Movement of deferred tax balances
2024
$'000
2023
$'000
NET DEFERRED TAX ASSETS/(LIABILITIES) ATTRIBUTABLE TO
Net deferred tax liabilities - Australia
(115,836)
(66,307)
Net deferred tax assets - New Zealand
8,266
8,637
(107,570)
(57,670)
Financial year ended 30 June 2024
Opening balance
$'000
Movement
$'000
Closing balance
$'000
DEFERRED TAX ASSETS
Provisions
4,798
5,304
10,102
Transaction costs
3,137
(1,295)
1,842
Capital losses
23,093
(453)
22,640
Financial derivatives
9,224
(2,138)
7,086
Revenue tax losses
5,869
(23)
5,846
Property held for development
3,801
(75)
3,726
Right of use asset/Lease liability
494
(392)
102
Equity accounted investment
523
(523)
-
50,939
405
51,344
DEFERRED TAX LIABILITIES
Indefinite life management rights
(86,678)
(51,986)
(138,664)
Accrued performance fees
(17,075)
(192)
(17,267)
Accrued income
(408)
-
(408)
Unrealised gain/(loss) on financial assets
(2,692)
1,619
(1,073)
Unrealised foreign exchange gains
(1,263)
198
(1,065)
Other
(493)
56
(437)
(108,609)
(50,305)
(158,914)
Net deferred tax liabilities
(57,670)
(49,900)
(107,570)
During the current year, the net deferred tax liabilities increased by $49,900,000, of which $198,000 was recognised directly
in equity, $49,654,000 recognised in goodwill and $192,000 was recognised in deferred tax expense, offset by $144,000
recognised in current tax benefit.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
131
130
to the Australian subsidiaries of the Company and 28% for deferred tax asset and liabilities arising to the New Zealand
subsidiaries of the Company. The measurement of deferred tax assets and liabilities reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
3. Tax consolidation
The Company and all its wholly-owned Australian resident subsidiaries are part of a tax consolidated group under Australian
taxation law. The Company is the head company of the tax consolidated group. Tax (expense)/benefit, deferred tax assets
and deferred tax liabilities arising from temporary differences of the members of the tax consolidated group are recognised
in their separate financial statements using a 'standalone taxpayer' approach. Under the tax funding agreement between
members of the tax consolidated group, amounts are recognised as payable to or receivable by each member in relation to
the tax contribution amounts paid or payable between the Company and the members of its tax consolidated group.
The Benefit Funds are part of the tax consolidated group, and they are allocated a share of the income tax liability
attributable to Centuria Life Limited equal to the income tax liability that would have arisen to the Benefit Funds had they
been stand-alone entities.
Centuria Capital Fund (CCF) and its sub-trusts are not part of the tax consolidated group. Under current Australian income
tax legislation, trusts are not liable for income tax, provided their securityholders are presently entitled to the net (taxable)
income of the trust including realised capital gains, each financial year.
Centuria Healthcare Pty Ltd (Centuria Healthcare) is not a wholly-owned subsidiary of the Company at 30 June 2024.
Centuria Healthcare has its own tax consolidated group with its wholly-owned subsidiaries for the full year. Centuria
Healthcare is the head company of the Centuria Healthcare tax consolidated group. Tax (expense)/benefit, deferred tax
assets and deferred tax liabilities arising from temporary differences of the members of the tax consolidated group are
recognised in their separate financial statements using a 'standalone taxpayer' approach. Under the tax funding agreement
between members of the tax consolidated group, amounts are recognised as payable to or receivable by each member
in relation to the tax contribution amounts paid or payable between Centuria Healthcare and the members of its tax
consolidated group.
The New Zealand tax resident subsidiaries of the Company are all stand-alone taxpayers from a New Zealand income tax
perspective as they have not elected to form a consolidated group for New Zealand tax purposes.
Centuria Bass Credit Pty Ltd (Centuria Bass) is not a wholly owned entity and therefore does not form part of the
Company’s tax consolidated group. Centuria Bass and its wholly owned subsidiaries are part of a separate tax consolidated
group under Australian Taxation law, with the head entity being the Centuria Bass Credit Pty Ltd. Tax (expense)/benefit,
deferred tax assets and deferred tax liabilities arising from temporary differences of the members of the Centuria Bass tax
consolidated group are recognised in their separate financial statements using a 'standalone taxpayer' approach. Under
the tax funding agreement between members of the tax consolidated group, amounts are recognised as payable to or
receivable by each member in relation to the tax contribution amounts paid or payable between Centuria Bass and the
members of its tax consolidated group.
4. Current and deferred tax for the period
Income taxes relating to items recognised directly in equity are recognised directly in equity and not in the statement
of comprehensive income. In the case of a business combination, the tax effect is included in the accounting for the
business combination.
B7
Earnings per security
2024
cents
2023
cents
EARNINGS PER CENTURIA CAPITAL GROUP SECURITY
Basic (cents per share)
12.6
13.3
Diluted (cents per share)
12.5
13.1
EARNINGS PER CENTURIA CAPITAL LIMITED SHARE
Basic (cents per share)
9.0
4.0
Diluted (cents per share)
8.9
3.9
The earnings used in the calculation of basic and diluted earnings per security is the profit for the year attributable to
Centuria Capital Group securityholders as reported in the consolidated statement of comprehensive income.
Financial year ended 30 June 2023
Opening balance
$'000
Movement
$'000
Closing balance
$'000
DEFERRED TAX ASSETS
Provisions
2,865
1,933
4,798
Transaction costs
4,582
(1,445)
3,137
Capital losses
23,313
(220)
23,093
Financial derivatives
11,353
(2,129)
9,224
Revenue tax losses
1,541
4,328
5,869
Property held for development
5,714
(1,913)
3,801
Right of use asset/Lease liability
115
379
494
Equity accounted investment
523
-
523
50,006
933
50,939
DEFERRED TAX LIABILITIES
Indefinite life management rights
(86,678)
-
(86,678)
Accrued performance fees
(11,534)
(5,541)
(17,075)
Accrued income
(408)
-
(408)
Unrealised foreign exchange gains
-
(1,263)
(1,263)
Unrealised loss/(gain) on financial assets
3,492
(6,184)
(2,692)
Other
(394)
(99)
(493)
(95,522)
(13,087)
(108,609)
Net deferred tax liabilities
(45,516)
(12,154)
(57,670)
Recognition and measurement
Income tax expense represents the sum of the tax currently payable and payable on a deferred basis.
1. Current tax
The tax currently payable is based on taxable income for the year. Taxable income differs from profit as reported in the
consolidated profit or loss because of items of income or expense that are assessable or deductible in other years as well
as items that are never assessable or deductible. The Group's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the reporting period.
2. Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities and the
corresponding tax bases.
Deferred tax liabilities are generally recognised for all assessable temporary differences. Deferred tax assets are
recognised for all deductible temporary differences, unused tax losses and tax offsets, to the extent that it is probable that
sufficient future taxable profits will be available to utilise them.
However, deferred tax assets and liabilities are not recognised for:
•
assessable temporary differences that arise from the initial recognition of assets or liabilities in a transaction that is
not a business combination which affects neither taxable income nor accounting profit;
•
assessable temporary differences relating to investments in subsidiaries, associates and joint ventures to the extent
that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will
not reverse in the foreseeable future; and
•
assessable temporary differences arising from goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that
it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. The applicable rates are 30% for deferred tax assets and liabilities arising
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
133
132
The weighted average number of ordinary securities used in the calculation of basic and diluted earnings per security are
as follows:
2024
$'000
2023
$'000
Weighted average number of ordinary securities (basic)
808,998,967
797,325,988
Weighted average number of ordinary securities (diluted)1
820,213,230
808,051,046
1. The weighted average number of ordinary securities used in the calculation of diluted earnings per security is determined as if 30 June 2024 was the end of the
performance period of the grants of Rights under the LTI Plan. All Rights that would have vested if 30 June 2024 was the end of the performance period are deemed to
have been issued at the start of the financial year.
B8
Dividends and distributions
2024
2023
Cents per
security
Total
$'000
Cents per
security
Total
$'000
DIVIDENDS/DISTRIBUTIONS PAID DURING THE YEAR
Final year-end dividend (fully franked)
0.50
3,999
0.90
7,114
Final year-end distribution
5.30
42,389
4.60
36,363
Interim dividend (fully franked)
0.40
3,220
1.20
9,557
Interim distribution
4.60
37,033
4.60
36,634
DIVIDENDS/DISTRIBUTIONS DECLARED DURING THE YEAR
Final dividend (fully franked)1
0.40
3,296
0.50
3,999
Final distribution1
4.60
37,902
5.30
42,389
1. The Group declared a final dividend/distribution in respect of the year ended 30 June 2024 of 5.0 cents per stapled security which included a fully franked dividend of
0.4 cents per share and a trust distribution of 4.6 cents per unit. The final dividend/distribution had a record date of 28 June 2024 and payable on 22 August 2024. The
total amount payable of $41,198,000 (2023: $46,388,000) has been provided for as a liability in these financial statements.
(a) Franking credits
2024
$'000
2023
$'000
Amount of franking credits available to shareholders of the Company1
19,270
21,173
1. Before taking into account the impact of the final dividend payable on 22 August 2024.
Of the franking credit balance of $19,270,000 at 30 June 2024, $13,267,000 relates to the Centuria Capital Limited tax
consolidated group, $2,011,000 relates to the Centuria Healthcare tax consolidated group and $3,992,000 relates to the
Centuria Bass tax consolidated group.
UNLISTED: 208 FORDYCE ROAD, HELENSVILLE NZ
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
135
134
135
C Assets and liabilities
C1
Segment balance sheet
Commencing the year ended 30 June 2024, the Controlled Property Funds and the Benefits Funds non-operating
Segments have been combined with the Financing SPVs of the Centuria Bass business and presented as a single non-
operating segment, representing all controlled entities and Funds of the Group which are not considered to form part of
the operating results of the Group reportable to its CEOs.
As at 30 June 2024
Notes
Property
funds
management
$'000
Co-
investments
$'000
Development
$'000
Property and
development
finance
$'000
Investment
bonds
management
$'000
Corporate
$'000
Operating
balance sheet
$'000
Controlled non-
operating entities
$'000
Eliminations
$'000
Statutory balance
sheet
$'000
ASSETS
Cash and cash equivalents
D2
136,947
12,801
4,109
5,155
19,877
5,386
184,275
22,661
-
206,936
Receivables
C2
77,670
36,716
12,365
12,078
-
9,204
148,033
10,527
(40,465)
118,095
Income tax receivable
B6(b)
-
-
-
-
-
-
-
-
-
-
Financial assets
C3
-
696,933
-
-
-
-
696,933
294,905
(10,854)
980,984
Secured real estate mortgages receivable
C4
-
-
-
-
-
-
-
849,561
-
849,561
Other assets
480
-
104
-
88
10,516
11,188
-
-
11,188
Inventory
C5
-
60,255
18,330
-
-
-
78,585
6,542
-
85,127
Deferred tax assets
B6(c)
-
1,997
4,136
-
-
11,408
17,541
-
(9,275)
8,266
Equity accounted investments
E1
-
53,324
3,230
-
-
-
56,554
-
-
56,554
Right of use assets
C11
10,198
-
-
145
-
17,400
27,743
-
-
27,743
Intangible assets
C6
792,803
-
-
269,961
-
-
1,062,764
-
-
1,062,764
Total assets
1,018,098
862,026
42,274
287,339
19,965
53,914
2,283,616
1,184,196
(60,594)
3,407,218
LIABILITIES
Payables
C7
12,730
43,577
4,746
20,423
3,082
31,539
116,097
42,079
(40,924)
117,252
Provisions
2,894
-
-
576
-
2,395
5,865
-
-
5,865
Borrowings
C8
-
439,061
-
-
-
-
439,061
-
(3,090)
435,971
Limited recourse loans payable
C9
-
-
-
-
-
-
-
806,113
(4,155)
801,958
Provision for income tax
B6(b)
24,134
557
(1,138)
3,021
923
(27,263)
234
1,086
265
1,585
Interest rate swaps at fair value
-
-
-
-
-
-
-
19,273
-
19,273
Benefit Funds policyholders' liability
-
-
-
-
-
-
-
306,970
-
306,970
Deferred tax liability
B6(c)
74,185
-
-
48,413
661
-
123,259
1,852
(9,275)
115,836
Call/Put option liability
C10
-
-
-
-
-
91,090
91,090
-
-
91,090
Lease liabilities
C11
10,289
-
-
147
-
21,452
31,888
-
-
31,888
Total liabilities
124,232
483,195
3,608
72,580
4,666
119,213
807,494
1,177,373
(57,179)
1,927,688
Net assets
893,866
378,831
38,666
214,759
15,299
(65,299)
1,476,122
6,823
(3,415)
1,479,530
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
137
136
As at 30 June 2023
Notes
Property
funds
management
$'000
Co-
investments
$'000
Development
$'000
Property and
development
finance
$'000
Investment
bonds
management
$'000
Corporate
$'000
Operating
balance sheet
$'000
Controlled non-
operating entities
$'000
Eliminations
$'000
Statutory balance
sheet
$'000
ASSETS
Cash and cash equivalents
D2
69,999
58,263
1,838
-
10,138
39,137
179,375
46,085
-
225,460
Receivables
C2
86,227
11,445
23,750
-
826
7,027
129,275
3,738
265
133,278
Income tax receivable
B6(b)
337
-
-
-
-
4,651
4,988
-
-
4,988
Financial assets
C3
-
672,363
-
-
-
41,887
714,250
233,009
(7,526)
939,733
Other assets
233
-
24
-
47
12,410
12,714
-
-
12,714
Inventory
C5
-
65,765
16,918
-
-
-
82,683
6,025
-
88,708
Deferred tax assets
B6(c)
8,637
294
4,386
-
-
12,492
25,809
-
(17,172)
8,637
Equity accounted investments
-
61,547
2,973
26,162
-
-
90,682
-
-
90,682
Right of use assets
C11
10,810
-
-
-
-
21,780
32,590
-
-
32,590
Intangible assets
C6
793,072
-
-
-
-
-
793,072
-
-
793,072
Total assets
969,315
869,677
49,889
26,162
11,011
139,384
2,065,438
288,857
(24,433)
2,329,862
LIABILITIES
Payables
C7
27,451
47,778
7,348
-
1,965
5,904
90,446
1,972
-
92,418
Provisions
3,024
-
-
-
-
2,395
5,419
-
-
5,419
Borrowings
C8
-
375,504
-
-
-
3,859
379,363
-
(4,146)
375,217
Provision for income tax
B6(b)
-
-
-
-
-
-
-
335
265
600
Interest rate swaps at fair value
-
-
-
-
-
19,339
19,339
-
-
19,339
Benefit Funds policyholders' liability
-
-
-
-
-
-
-
278,793
-
278,793
Deferred tax liability
B6(c)
81,863
-
-
-
614
-
82,477
1,002
(17,172)
66,307
Call/Put option liability
C10
-
-
-
-
-
38,255
38,255
-
-
38,255
Lease liabilities
C11
10,949
-
-
-
-
24,776
35,725
-
-
35,725
Total liabilities
123,287
423,282
7,348
-
2,579
94,528
651,024
282,102
(21,053)
912,073
Net assets
846,028
446,395
42,541
26,162
8,432
44,856
1,414,414
6,755
(3,380)
1,417,789
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
139
138
C2
Receivables
Notes
2024
$'000
2023
$'000
Receivables from related parties
C2(a)
103,705
110,624
Other receivables
14,390
21,498
Contract assets - development
-
1,156
118,095
133,278
All receivables are current except for $13,300,000 (2023: $36,500,000) of performance fees receivable which are non-
current. These are located in Note C2(a).
The Group does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of
offset against any amounts owed by the Group to the counterparty.
(a) Receivables from related parties
The following amounts were owed by related parties of the Group at the end of the financial year:
2024
$'000
2023
$'000
Performance fees owing from property funds managed by Centuria
60,789,367
60,381,343
Management fees owing from property funds managed by Centuria
20,955,447
13,352,737
Recoverable expenses owing from property funds managed by Centuria
13,786,838
21,045,276
Distribution receivable from Centuria Industrial REIT
4,043,791
4,045,118
Distribution receivable from Centuria Office REIT
2,732,801
3,211,042
Distribution receivable from unlisted property funds managed by Centuria
1,396,443
1,220,648
Development revenue receivable from property funds managed by Centuria
-
6,054,148
Deposits receivable from property funds managed by Centuria
-
1,314,069
103,704,688
110,624,381
The ageing of receivables from the related parties of the Group at the reporting date was as follows:
2024
$'000
2023
$'000
Not due
94,852
97,433
Past due:
1 to 30 days
4,725
4,862
31 to 60 days
814
4,062
>60 days overdue
3,314
4,267
103,705
110,624
As at 30 June 2024, the Group had $8,853,000 receivables from related parties (2023: $13,191,000) past due but not
impaired.
Collectability of the receivables from related parties is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off in the year in which they are identified. A provision for expected credit losses is processed
based on historical default percentages and current observable data including forecasts of economic conditions. The
amount of the provision is the difference between the carrying amount and estimated future cash flows.
Recognition and measurement
Receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate
method, less an allowance for impairment. Due to the short-term nature of these financial rights, their carrying amounts
are estimated to represent their fair values.
1. Contract assets - development
The timing of revenue recognition, billings and cash collections results in billed accounts receivable (trade receivables)
and unbilled receivables (contract assets) on the consolidated statement of financial position.
2. Recoverability of loans and receivables
At each reporting period, the Group assesses whether financial assets carried at amortised cost are ‘credit-impaired’. A
receivable is ‘credit-impaired’ when one or more events that has a detrimental impact on the estimated future cash flows
of the financial asset have occurred.
The Group recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances
for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Lifetime ECLs result from all possible default events over the expected life of the trade receivables and are a probability-
weighted estimate of credit losses. Credit losses are measured as the difference between cash flows due to the Group in
accordance with the contract and the cash flows that the Group expects to receive.
The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for
other current observable data as a means to estimate lifetime ECL, including forecasts of interest rates and inflation, as
well as the financial stress of counterparties and their ability to operate as a going concern. Debts that are known to be
uncollectable are written off when identified.
The Group has continued to analyse the age of outstanding receivable balances post balance sheet date and applied
estimated percentages of recoverability to estimate ECL, as well as the financial stress of counterparties and their ability
to operate as a going concern. Debts that are known to be uncollectible are written off when identified.
C3
Financial assets
Notes
2024
$'000
2023
$'000
Investment in related party unit trusts at fair value
C3(a)
638,008
637,537
Investments in trusts, shares and other financial instruments at fair value1
269,682
215,149
Loans receivable from related parties
C3(b)
73,294
45,160
980,984
897,846
1. The amounts include investments that are held by the Benefit Funds that are not related parties.
Financial assets are classified as non-current assets unless otherwise noted below as the Group is not intending to
dispose of financial assets within the next twelve months.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
141
140
(a) Investments in related party unit trusts carried at fair value through profit or loss
The following table details related party investments carried at fair value through profit and loss.
2024
2023
Fair value
$
Units held
Ownership
Fair value
$
Units held
Ownership
FINANCIAL ASSETS HELD BY THE GROUP
Centuria Industrial REIT
304,295,261
101,094,771
15.92% 313,393,790
101,094,771
15.92%
Centuria Office REIT
100,658,171
91,093,367
15.25%
124,797,913
91,093,367
15.25%
Centuria Healthcare Property
Fund
41,830,849
52,106,190
14.18%
-
-
0%
Centuria NZ Industrial Fund
32,736,801
25,015,037
10.00%
35,813,852
25,015,037
10.00%
Prime Healthcare Holding Trust
25,745,420
25,745,420
10.00%
22,347,535
22,392,320
10.00%
Centuria Healthcare Direct
Medical Fund No. 2
24,017,155
19,253,771
12.37%
23,423,708
18,673,473
12.04%
Centuria NZ Property Fund
15,809,163
19,986,894
19.98%
16,922,848
19,986,894
19.98%
Dragon Hold Trust
13,135,312
969,622,257
10.00%
13,135,312
969,622,257
10.00%
Asset Plus Limited
13,934,777
72,507,288
19.99%
17,627,919
72,507,288
19.99%
Centuria 111 St Georges Terrace
Fund
12,832,360
3,485,539
18.06%
13,155,329
3,485,539
18.06%
Matrix Trust
9,067,757
12,803,849
5.00%
13,435,129
12,803,849
5.00%
Pialba Place Trust
3,590,542
5,129,345
23.32%
3,660,653
5,129,345
23.32%
Centuria Select Opportunities
Fund
3,530,800
3,530,800
15.37%
-
-
0%
Centuria Healthcare Aged Care
Property Fund No.1
3,515,445
5,513,559
9.21%
3,599,019
5,513,559
9.21%
Centuria Wholesale Agricultural
Trust No. 2
3,415,960
4,324,000
12.64%
4,659,877
4,324,000
12.64%
Centuria NZ Healthcare
Property Fund
3,303,181
4,749,192
6.72%
6,524,916
8,780,442
12.43%
Centuria Industrial Income
Fund No. 2
3,061,307
3,227,865
14.38%
3,563,945
3,563,945
15.88%
Centuria Penrose Limited
2,847,835
4,445,471
3.74%
3,792,925
4,445,471
3.74%
Centuria Government Income
Property Fund
501,960
643,539
0.48%
662,845
643,539
0.48%
Centuria ATP Fund
197,591
104,545
0.23%
226,864
104,545
0.17%
251 St Georges Terrace Trust
105,500
100,000
0.26%
116,000
100,000
0.26%
Centuria 25 Grenfell Street
Fund
36,729
40,010
0.08%
42,811
40,010
0.08%
618,169,876
620,903,190
2024
2023
Fair value
$
Units held
Ownership
Fair value
$
Units held
Ownership
FINANCIAL ASSETS HELD BY THE BENEFIT FUNDS
Bass Property Credit Fund
7,563,884
7,507,577
4.04%
-
-
0%
Centuria Office REIT
7,476,782
6,766,319
1.13%
9,269,857
6,766,319
1.13%
Centuria Industrial REIT
3,853,763
1,280,320
0.20%
3,968,992
1,280,320
0.20%
Centuria SOP Fund
943,600
1,000,000
3.28%
1,068,100
1,000,000
3.28%
Centuria Bass First Mortgage
Fund No. 2
-
-
0%
1,250,000
1,250,000
6.59%
Centuria Bass First Mortgage
Fund No. 3
-
-
0%
1,076,923
1,076,923
8.47%
19,838,029
16,633,872
638,007,905
637,537,062
2024
$'000
2023
$'000
RELATED PARTY UNIT TRUSTS CARRIED AT FAIR VALUE THROUGH PROFIT AND LOSS
Opening balance
637,537
608,729
Investment purchases
209,841
63,736
Disposals
(151,351)
(61,966)
Mark to market movement
(59,847)
(6,044)
Return of capital
(961)
-
Foreign currency translation
(248)
2,085
Carrying value transferred from equity accounted investments
3,037
30,997
638,008
637,537
(b) Loans receivable from related parties
The following loans were receivable from related parties of the Group at the end of the financial year:
2024
$'000
2023
$'000
Centuria NZ Healthcare Property Fund
44,132
45,160
CHPF 4 Sub Trust
28,567
-
BFNZ No. 4 Limited
595
-
73,294
45,160
Movement during the period as follows:
2024
$'000
2023
$'000
Opening balance
45,160
70,045
Loans issued
44,764
-
Repayments
(15,602)
(24,618)
Provision
(846)
(1,275)
Foreign currency translation
(182)
1,008
73,294
45,160
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
143
142
$44,131,548 of the loan receivable from Centuria NZ Healthcare Property Fund (CNZHPF) accrues interest at 4.75% per
annum and does not have a maturity date and therefore is considered non-current.
As of 30 June 2024, the Group assessed the recoverability of the loan receivable from CNZHPF and recognised $846,000
(2023: $1,275,000) loss allowance against the asset. The total loss allowance provided as at 30 June 2024, is $2,121,000.
Refer to note F2(d) for details.
$28,566,752 of the loan receivable from CHPF 4 Sub Trust accrues interest equivalent to the underlying properties net
operating income and has a maturity date of 20 March 2025 or such other date as the Group and borrower may agree in
writing. Therefore it is considered current.
Recognition and measurement
All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under
a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned.
Financial assets are initially measured at fair value plus transaction costs, except for those financial assets classified as at
fair value through profit or loss (FVTPL), which are initially measured at fair value only.
Financial assets are classified as financial assets at FVTPL when the financial asset is either held for trading or it is
designated as at fair value through profit or loss.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or
loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and
is included in the statement of comprehensive income.
AASB 9 contains three principal classification categories for financial assets:
•
measured at amortised cost;
•
measured at fair value through other comprehensive income (FVOCI); and
•
measured at FVTPL.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of
the cash flows.
There are no measurements of FVOCI as at 30 June 2024.
1. Financial assets at amortised cost
Loans and receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest
rate method less any allowance under the Expected Credit Loss (ECL) model.
2. Recoverability of loans and receivables
At each reporting period, the Group assesses whether financial assets carried at amortised cost are ‘credit-impaired’. A
financial asset is ‘credit-impaired’ when one or more events that has a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
The Group recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances
for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Lifetime ECLs result from all possible default events over the expected life of the trade receivables and are a probability-
weighted estimate of credit losses. Credit losses are measured as the difference between cash flows due to the Group in
accordance with the contract and the cash flows that the Group expects to receive.
The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for
other current observable data as a means to estimate lifetime ECL, including forecasts of interest rates and inflation, as
well as the financial stress of counterparties and their ability to operate as a going concern. Debts that are known to be
uncollectable are written off when identified.
The Group has continued to analyse the age of outstanding receivable balances post balance sheet date and applied
estimated percentages of recoverability to estimate ECL, as well as the financial stress of counterparties and their ability to
operate as a going concern. Debts that are known to be uncollectible are written off when identified.
3. Financial assets at FVTPL
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset
that otherwise meets the requirements to be measured at amortised cost or FVOCI or FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at
the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly
attributable to its acquisition.
Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend
income, are recognised in profit or loss.
Financial assets recognised at FVTPL include reverse mortgage loan receivables, reverse mortgage derivatives and
investments in shares and others.
C4
Secured real estate mortgages receivable
Notes
2024
$'000
2023
$'000
Secured real estate mortgages receivable
C4(a)
820,523
-
Secured real estate mortgage receivable - ECL
(10,901)
-
Reverse mortgage receivables1,2
C4(b)
39,939
41,887
849,561
41,887
1. Reverse mortgages receivable was previously disclosed as a financial asset and has been reclassified into Secured real estate mortgages receivable line.
2. Whilst some mortgages are likely to be repaid during the next 12 months, the Group does not control the repayment date therefore considered non-current.
Secured real estate mortgages receivables contain both current and non-current loans as at 30 June 2024.
(a)
Secured asset mortgage receivable
The following table details the total drawn balances of secured real estate mortgages receivable with respect to each
Syndicated Facility Agreement as at 30 June 2024.
2024
$'000
2023
$'000
Opening balance
-
-
Acquired on control of Centuria Bass Credit SPVs1
833,640
-
Drawdowns
132,517
-
Repayments
(175,841)
-
Fees and charges
29,796
-
Foreign currency translation
411
-
820,523
-
1. Represents the total drawn balances of secured real estate mortgages receivable with respect to each Syndicated Facility Agreement as at 10 April 2024, being the
date the Group assumed control of the Centuria Bass Credit business and its controlled entities. Refer to note E2 for details.
A summary of the secured real estate mortgages receivable is as follows:
Classification
Average
effective
interest rate Due date
Total limit
$'000
Facility
available
$'000
2024
$'000
2023
$'000
Fixed
Current
10.7% Various
963,600
218,327
745,273
-
Fixed
Non-current
9.0% Various
213,800
138,550
75,250
-
1,177,400
356,877
820,523
-
As at 30 June 2024, the Group had $820,523,000 (2023: $nil) in secured real estate mortgages receivable, through a
number of its consolidated financing SPVs secured over the value of the underlying property with respect to each of
its syndicated facility agreements. The loans are variable interest rate instruments offering a variable lower rate (BBSY
+ Margin) and a variable higher rate (Lower rate + Margin) in the event of the breach of certain covenants or loan
requirements with respect to each Syndicated Facility Agreement. Default interest triggered under the syndicated facility
agreements also trigger a higher interest rate under the limited recourse loan agreements, passing through higher interest
rates to the underlying limited recourse loan holders.
On a consistent basis, any extension or variation to the duration of the Syndicated Facility Agreement will pass through
and will trigger the equivalent extension or the early repayment of the associated limited recourse loan arrangements.
The back-to-back and the non-recourse nature of the limited recourse loans ensure that Centuria Capital Group retains
no material residual liquidity, credit risks nor any interest rate risks associated with each arrangement. The only credit
risk associated with each arrangement is therefore limited to the value of the interest margin and fees recognised by the
Group with respect to each arrangement.
As at 30 June 2024, $745,273,000 of the secured real estate mortgages receivable are considered current with
underlying syndicated facility agreements expected to be collected within the next financial year. The remaining value of
$75,250,000 of the secured real estate mortgages receivable are in relation to syndicated facility agreements expected to
mature in the following financial year and are therefore considered to be non-current.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
145
144
(b)
Secured asset mortgages receivable - reverse mortgages
The following loans were receivable from external parties of the Group at the end of the financial year:
2024
$'000
2023
$'000
Opening balance
41,887
40,084
Loans repaid
(4,670)
(2,521)
Accrued interest
3,136
3,001
Attributable to interest rate and other risk
(836)
1,139
Attributable to credit risk
422
184
39,939
41,887
Recognition and measurement - secured asset mortgage receivable
All secured real estate mortgages receivable are recognised and derecognised on trade date where the purchase or
sale of a secured real estate mortgages receivable is under a contract whose terms require delivery of the financial
asset within the timeframe established by the market concerned. Financial assets are initially measured at fair value plus
transaction costs, except for those financial assets classified as at fair value through profit or loss (FVTPL), which are
initially measured at fair value only.
Secured real estate mortgages receivable are classified as financial assets at FVTPL when the secured real estate
mortgages receivable is either held for trading or it is designated as at fair value through profit or loss.
Secured real estate mortgages receivable at FVTPL are stated at fair value, with any gains or losses arising on
remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend
or interest earned on the secured real estate mortgages receivable and is included in the statement of comprehensive
income.
AASB 9 contains three principal classification categories:
•
measured at amortised cost;
•
measured at fair value through other comprehensive income (FVOCI); and
•
measured at FVTPL.
The classification depends on the entity's business model for managing the financial assets and the contractual terms of
the cash flows.
There are no measurements of FVOCI as at 30 June 2024.
1. Secured real estate mortgages receivable at amortised cost
Loans and receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest
rate method less any allowance under the Expected Credit Loss (ECL) model.
2. Recoverability of loans and receivables
At each reporting period, the Group assesses whether financial assets carried at amortised cost are ‘credit-impaired’. A
secured real estate mortgages receivable is ‘credit-impaired’ when one or more events that has a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
The Group recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances
for secured real estate mortgages receivables measured at amortised cost are deducted from the gross carrying amount
of the assets.
Lifetime ECLs result from all possible default events over the expected life of the receivables and are a probability-
weighted estimate of credit losses. Credit losses are measured as the difference between cash flows due to the Group in
accordance with the contract and the cash flows that the Group expects to receive.
The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for
other current observable data as a means to estimate lifetime ECL, including forecasts of interest rates and inflation, as
well as the financial stress of counterparties and their ability to operate as a going concern. Debts that are known to be
uncollectable are written off when identified.
The Group has continued to analyse the age of outstanding receivable balances post balance sheet date and applied
estimated percentages of recoverability to estimate ECL, as well as the financial stress of counterparties and their ability
to operate as a going concern. Debts that are known to be uncollectible are written off when identified.
3. Recoverability of secured mortgages receivable - SPVs
At each reporting period, the Group assesses whether secured mortgages receivable financial assets carried at amortised
costs are ‘credit impaired’.
Whilst the back-to-back nature of the limited recourse loans financing each Secured asset mortgage receivable
ensures that Centuria Capital Group retains no material residual liquidity, credit risks nor interest rate risks, the eventual
collectability of the Groups receivables with respect to its entitlement to income is dictated by the future performance of
the underlying borrower, continued financial viability of the borrower, as well as the quality of the underlying secured asset
at the end of the arrangement to meet all the financial obligations arising from each syndicated facility agreement.
The Group’s entitlement to its Financing fees and its interest margin which are brought to account under the effective
interest method are subject to significant variability and are impacted by future external factors. Management track and
monitor the performance of each syndicated facility agreement throughout its life against the following factors:
a. Deal Status, which assess the actual progress of construction on the underlying development against the original
planned draw downs, costing and cashflows from the project.
b. Presence of Default event(s), with all defaults considered to negatively impact the recoverability of fees.
c. Loan to Value Ratio (LVR), assessed separately and specifically for each Syndicated Facility Agreement, with a ratios
less than 60% considered low risk, and ratios above 70% considered high risk.
d. Assessment of Refinance Risk, which monitors the availability of external sources, costing and quality of debt funding
available for each borrower under each syndicated facility agreement, with higher refinance risk (representative
of an inability to source alternative debt funding) resulting in a higher risk assessment in relation to the ultimate
recoverability of the Groups receivables.
Based on the above factors, significant individual financial assets which are considered ‘medium to high risk’ are tested
for impairment on an individual basis. The remaining financial assets are assessed groups depending on their credit risk
characteristics.
As the secured mortgages loans are measured at amortised cost, expected credit loss allowances are measured on either
of the following bases:
•
Stage 1: Financial assets where credit risk has not increased significantly since initial recognition. Recognise
12-month ECL.
•
Stage 2: Financial assets where credit risk has increased significantly since initial recognition. Recognise lifetime ECL.
•
Stage 3: Financial assets that are credit-impaired. Recognise lifetime ECL and adjust interest income based on the net
carrying amount.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both probability weighted quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment and including forward looking information.
Considerations include underlying security quality and whether the secured property is under construction, macro-
economic business cycle factors and whether there is any loan subordination.
Loss allowances for financial assets measured at amortised cost are deducted from gross amounts of the assets. Refer to
F2(d)(iii).
C5
Inventory
Notes
2024
$'000
2023
$'000
Property held for development
C5(a)
47,560
43,949
Properties held for sale
C5(b)
37,567
44,759
85,127
88,708
Property held for sale are classified as current.
Property held for development are classified as non-current.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
147
146
(a) Property held for development
2024
$'000
2023
$'000
Properties held for development - New Zealand
39,529
36,465
Properties held for development - Australia
8,031
7,484
47,560
43,949
2024
$'000
2023
$'000
Opening balance
43,949
45,679
Acquisitions
-
20,246
Reversal of impairment/(impairment)
-
2,882
Foreign currency translation
(324)
2,027
Capital expenditure
3,935
3,318
Disposals
-
(30,203)
47,560
43,949
Recognition and measurement
Properties held for development relates to land and property developments that are held for development and sale
in the normal course of the Group’s business. Properties held for development are carried at the lower of cost or net
realisable value. The calculation of net realisable value requires estimates and assumptions which are regularly evaluated
and are based on historical experience and expectations of future events that are believed to be reasonable under the
circumstances. Properties held for development are classified as non-current assets unless they are contracted to be sold
within 12 months of the end of the reporting period, in which case they are classified as current assets.
(b) Properties held for sale
2024
$'000
2023
$'000
Properties held for sale - New Zealand
37,567
44,759
2024
$'000
2023
$'000
Opening balance
44,759
89,104
Additions
224
148
Disposals
(4,500)
(37,408)
Impairment
(2,992)
(8,512)
Foreign currency translation
76
1,427
37,567
44,759
Recognition and measurement
Properties held for sale are carried at the lower of cost or net realisable value. The calculation of net realisable value
requires estimates and assumptions which are regularly evaluated and are based on historical experience and
expectations of future events that are believed to be reasonable under the circumstances. Properties held for sale are
classified as current assets.
C6
Intangible assets
2024
$'000
2023
$'000
Goodwill
580,941
484,456
Indefinite life management rights
481,823
308,616
1,062,764
793,072
2024
$'000
2023
$'000
Opening balance
793,072
791,521
Acquired goodwill
96,675
-
Acquired indefinite life management rights
173,286
-
Foreign currency translation
(269)
1,551
1,062,764
793,072
Goodwill and intangible assets are classified as non-current.
Goodwill and management rights are attributable to the Property Funds Management and Property and Development
Finance cash generating units with recoverability determined by a value in use calculation using profit and loss
projections covering a five year period, with a terminal value determined after five years.
Additions to goodwill and management rights in the period relate to the acquisition of Centuria Bass. Refer to Note E2 for
more details.
A summary of the goodwill and intangible assets by CGU is as follows:
Goodwill 2024
$'000
Goodwill 2023
$'000
Indefinite life
management
rights 2024
$'000
Indefinite life
management
rights 2023
$'000
Property funds management
484,266
484,456
308,537
308,616
Property and development finance
96,675
-
173,286
-
580,941
484,456
481,823
308,616
Recognition and measurement
1. Indefinite life management rights
Management rights acquired in a business combination are initially measured at fair value and reflect the right to provide
asset and fund/SPV management services.
2. Goodwill
Goodwill acquired in a business combination is measured at cost and subsequently measured at cost less any impairment
losses. The cost represents the excess of the cost of a business combination over the fair value of the identifiable assets,
liabilities and contingent liabilities acquired.
3. Impairment
Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment, or more frequently
if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash
generating units or CGUs). Non-financial assets other than goodwill that were previously impaired are reviewed for
possible reversal of the impairment at each reporting date.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
149
148
Key estimates and judgements - Property Funds Management
The key assumptions used in the value in use calculations for the Property Funds Management cash-generating unit are
as follows:
Revenue
Revenues from 2025-2029 are assumed to increase at an average rate of 6.3% (2023: 4.5%) per annum. The directors
believe this is a prudent and achievable growth rate based on past experience.
Expenses
Expenses from 2025-2029 are assumed to increase at an average rate of 4.4% (2023: 5.3%) per annum. The directors
believe this is an appropriate growth rate based on past experience.
Discount rate
Discount rates are determined to calculate the present value of future cash flows. A pre-tax rate of 11.2% (2023: 10.0%)
is applied to cash flow projections. In determining the appropriate discount rate, regard has been given to relevant market
data as well as Group specific inputs.
Terminal growth rate
Beyond 2029, a growth rate of 3.0% (2023: 3.0%), in line with long term economic growth, has been applied to determine
the terminal value of the asset.
Sensitivity to changes in assumptions
As at 30 June 2024, the estimated recoverable amount of intangibles including goodwill relating to the Property Funds
Management cash-generating unit exceeded its carrying amount by $395,648,000 (2023: $397,800,000). The table
below shows the key assumptions used in the value in use calculation and the amount by which each key assumption
must change in isolation in order for the estimated recoverable amount to be equal to its carrying value.
Revenue growth
rate
Pre-tax discount
rate
Expenses growth
rate
Assumptions used in value-in-use calculation
6.31%
11.21%
4.40%
Rate required for recoverable amount to equal carrying value
0.98%
15.07%
14.14%
Key estimates and judgements - Property and Development Finance
The key assumptions used in the value in use calculations for the Property and Development Finance cash-generating
unit are as follows:
Revenue
Revenues from 2025-2029 are assumed to increase at an average rate of 19.1% (2023: N/A) per annum. The directors
believe this is a prudent and achievable growth rate based on past experience.
Expenses
Expenses from 2025-2029 are assumed to increase at an average rate of 17.4% (2023: N/A) per annum. The directors
believe this is an appropriate growth rate based on past experience.
Discount rate
Discount rates are determined to calculate the present value of future cash flows. A pre-tax rate of 16.5% (2023: N/A) is
applied to cash flow projections. In determining the appropriate discount rate, regard has been given to relevant market
data as well as Group specific inputs.
Terminal growth rate
Beyond 2029, a growth rate of 3.0% (2023: N/A), in line with long term economic growth, has been applied to determine
the terminal value of the asset.
Sensitivity to changes in assumptions
As at 30 June 2024, the estimated recoverable amount of intangibles including goodwill relating to the Property and
Development Finance cash-generating unit exceeded its carrying amount by $77,226,000 (2023: N/A). The table below
shows the key assumptions used in the value in use calculation and the amount by which each key assumption must
change in isolation in order for the estimated recoverable amount to be equal to its carrying value.
Revenue growth
rate
Pre-tax discount
rate
Expenses growth
rate
Assumptions used in value-in-use calculation
19.12%
16.46%
17.43%
Rate required for recoverable amount to equal carrying value
16.68%
20.36%
23.85%
C7
Payables
2024
$'000
2023
$'000
Sundry creditors1
44,448
26,954
Dividend/distribution payable
44,748
46,388
Accrued expenses
28,056
19,076
117,252
92,418
1. Sundry creditors are non-interest bearing liabilities and are payable on commercial terms of 7 to 60 days.
All trade and other payables are considered to be current as at 30 June 2024 due to their short-term nature.
Recognition and measurement
Payables are recognised when the Group becomes obliged to make future payments resulting from the purchase of
goods and services. Due to the short-term nature of these financial obligations, their carrying amounts are estimated to
represent their fair values.
Dividend and distribution payable is made for the amount of any dividend/distribution the Group has declared, on or
before the end of the reporting period but not distributed at the end of the reporting period.
C8
Borrowings
Notes
2024
$'000
2023
$'000
Secured listed redeemable notes (ASX:C2FHA)
C8(a)
195,603
195,693
Floating rate secured notes
C8(b)
173,500
80,000
Fixed rate secured notes
C8(b)
70,000
99,407
Borrowing costs capitalised
(3,132)
(3,753)
435,971
371,347
2024
$'000
2023
$'000
Opening balance
371,347
624,786
Drawdowns
247,500
96,650
Repayments
(184,553)
(159,018)
Capitalised borrowing costs
(1,396)
(1,094)
Amortisation of borrowing costs
2,017
1,919
Adjustment for benefit funds investment
1,056
(2,981)
Foreign currency translation
-
1,324
Net movement in controlled property funds
-
(190,239)
435,971
371,347
The terms and conditions relating to the above facilities are set out below.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
151
150
(a) Secured listed redeemable notes (ASX:C2FHA)
On 21 April 2021, the Fund issued $198,693,000 of listed redeemable notes with a variable interest rate of 4.25% plus the
bank bill rate which is due to mature on 21 April 2026.
On 24 February 2023, the Centuria Benefit Funds invested $3,000,000 into the listed redeemable notes.
The secured listed redeemable notes are secured by the first ranking general security deeds over all assets of the issuer
and sit pari-passu with the secured notes.
(b) Secured notes
Classification
Coupon rate
Due date
Total limit
$'000
Facility
available
$'000
2024
$'000
2023
$'000
FLOATING
Tranche 8
Current
BBSW +3.35% 25 March 2025
30,000
-
30,000
30,000
Revolver A
Non-current
BBSY +2.35%
30 June 2027
50,000
30,000
20,000
Revolver B
Non-current
BBSY +1.95%
30 June 2027
25,000
11,500
13,500
-
Term Loan
Non-current
BBSY +2.60% 6 April 2028
50,000
-
50,000
50,000
Loan Note A1 -
Term Loan
Non-current
BBSY +2.95%
13 June 2029
60,000
-
60,000
Loan Note A2 -
Revolver
Non-current
BBSY +2.95%
13 June 2029
40,000
40,000
-
-
255,000
81,500
173,500
80,000
Classification
Coupon rate Due date
Total limit
$'000
Facility
available
$'000
2024
$'000
2023
$'000
FIXED
Tranche 5
Current
5.00% 21 April 2024
-
-
-
29,407
Tranche 7
Current
5.46% 25 March 2025
70,000
-
70,000
70,000
70,000
-
70,000
99,407
On 21 April 2024, the Fund fully repaid Tranche 5.
On 17 June 2024, the Fund negotiated two new loan notes, Loan Note A1 ($60 million) and Loan Note A2 ($40 million) with
maturity terms of 13 June 2029.
The secured notes are secured by the first ranking general security deeds over all assets of the issuer and sit pari-passu
with the secured listed redeemable notes.
Recognition and measurement
Borrowings are initially recognised at fair value, net of transaction costs. They are subsequently measured at amortised
cost using the effective interest rate method.
C9
Limited recourse loans payable
Notes
2024
$'000
2023
$'000
Limited recourse SPV loans
C9(a)
800,735
-
Reverse mortgage bill facilities and notes
C9(b)
1,223
3,870
801,958
3,870
The terms and conditions relating to the above facilities are set out below.
(a) Limited recourse SPV loans
2024
$'000
2023
$'000
Opening balance
-
--
Acquired on control of Centuria Bass Credit SPVs
820,337
--
Drawdowns
302,870
--
Repayments
(330,907)
--
Capitalised interest
12,615
--
Foreign currency translation
(25)
-
Adjustment for benefit funds investment in SPVs1
(4,155)
-
800,735
-
1. On 6 May 2024, the Centuria Benefit Funds invested $4,155,000 into the SPVs.
As at 30 June 2024, the Group had $800,735,000 (2023: $nil) limited recourse SPV loans through a number of its
consolidated financing SPVs. The limited recourse loan agreements are fixed rate instruments offering a fixed lower
rate and a fixed higher rate in the event of the breach of certain covenants or loan requirements with respect to each
Syndicated Facility Agreement. Default interest under the back-to-back underlying syndicated facility agreements trigger
the higher interest term, passing through the higher interest rates to the limited recourse loan holders.
On a consistent basis any extension or variation to the duration of the Syndicated Facility Agreement will pass through
and will trigger the equivalent extension or the early repayment of the associated limited recourse loan arrangements. The
back-to-back and the non-recourse nature of the loans ensure that Centuria Capital Group retains no residual liquidity,
credit risks nor any interest rate risks associated with each arrangement. The only credit risk associated with each
arrangement is therefore limited to the value of the interest margin and fees recognised by the Group with respect to each
arrangement.
As at 30 June 2024 $725,362,000 of the limited recourse loan balances are considered current with underlying
syndicated facility agreements expected to be collected within the next financial year. The remaining value of the limited
recourse loans payable are in relation to syndicated facility agreements expected to mature in the following financial year
and are therefore considered to be non-current.
Classification
Average
effective
interest rate Due date
Total limit
$'000
Facility
available
$'000
2024
$'000
2023
$'000
FIXED
Limited
recourse loans
Current
10.7% Various
959,445
234,083
725,362
-
Limited
recourse loans
Non-current
9.0% Various
313,800
238,427
75,373
-
1,273,245
472,510
800,735
-
(b) Reverse mortgage bill facilities and notes (secured)
As at 30 June 2024, the Group had $1,223,000 (2023: $3,870,000) non-recourse notes on issue to ANZ Bank, secured
over the remaining reverse mortgages held in Senex Warehouse Trust No.1 (a subsidiary of the Group) due to mature on
30 November 2025 and is classified as non-current as at 30 June 2024. The non-recourse notes have a coupon rate of
BBSY+2.35%.
The facility limit as at 30 June 2024 is $1,800,000 (2023: $4,700,000) and is reassessed every 6 months with a view to
reducing the facility in line with the reduction in the reverse mortgage book. Under the facility agreement, surplus funds
(being mortgages repaid (including interest) less taxes, administration expenses and any derivatives related payments)
are required to be applied against the facility each month.
2024
$'000
2023
$'000
Facility
1,800
4,700
Amount used at reporting date
(1,223)
(3,870)
Facility available
577
830
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
153
152
Recognition and measurement
Limited recourse loans payable are initially recognised at fair value, net of transaction costs. They are subsequently
measured at amortised cost using the effective interest rate method.
C10
Call/put option liability
2024
$'000
2023
$'000
Healthcare call/put option
41,837
38,255
Property and development finance call/put option
49,253
-
91,090
38,255
2024
$'000
2023
$'000
Opening balance
38,255
84,095
Movement
3,008
(10,440)
New call/put option entered
49,827
-
Call/put option exercised
-
(35,400)
91,090
38,255
The Healthcare call/put option is considered current as at 30 June 2024.
The Property and development finance call/put option is considered non-current as at 30 June 2024.
The Healthcare Call/Put option liability relates to a simultaneous call option and put option over the remaining shares
in Centuria Healthcare which are held by existing management shareholders of Centuria Healthcare. The call option is
in favour of the Group, whilst the put option is in favour of the management shareholders. The options are exercisable
in September 2024 which is five years from the date of completion of the current 59% economic interest in Centuria
Healthcare, with an exercise price equal to 10x EBIT for the last financial year prior to exercise of the option plus Net
Tangible Assets.
The Property and development finance Call/Put option liability relates to a call option and put option over the remaining
20% of shares in Centuria Bass Credit Pty Ltd which continue to be held by existing management shareholders. The
call option is in favour of the Group, whilst the put option is in favour of the management shareholders. The call option is
exercisable in July 2026. The equivalent management put option is exercisable in July 2027. The exercise price in each
case is 8.4x the Average EBIT for the last two financial years closed, prior to the option exercise notice date plus Net
Tangible Assets.
Recognition and measurement
The option liabilities are measured at net present value at recognition (including transaction costs, for assets and
liabilities not measured at fair value through profit or loss). Subsequently at each reporting period, for changes in the
expected exercise price and time value impacts, the Group recognises the movement in the profit and loss.
C11
Right of use asset/lease liability
The Group has nine lease commitments. The current right of use assets are $5,087,000 (2023: $4,988,000) and the
current lease liabilities are $4,563,000 (2023: $3,972,000). The remaining right of use assets and lease liabilities are
classified as non-current.
Right of use asset
2024
$'000
2023
$'000
Opening balance
32,590
17,006
Additions of new leases
-
20,213
Derecognition
-
(953)
Depreciation on right of use assets
(5,017)
(3,676)
Acquisition of subsidiary balance
170
-
27,743
32,590
Lease liabilities
2024
$'000
2023
$'000
Opening balance
35,725
19,443
Additions
-
20,213
Cash lease payments
(6,152)
(4,431)
Lease interest
2,145
1,613
Acquisition of subsidiary balance
170
-
Derecognition
-
(1,113)
31,888
35,725
C12
Contributed equity
Centuria Capital Limited
2024
2023
No. of securities
$'000
No. of securities
$'000
Balance at beginning of the period
799,796,794
394,811
792,787,120
389,717
Stapled securities issued
24,162,791
20,646
6,309,299
2,125
Equity settled share based payments expense
-
-
700,375
2,970
Cost of equity raising
-
(120)
-
(1)
Balance at end of period
823,959,585
415,337
799,796,794
394,811
Centuria Capital Fund
(non-controlling interests)
2024
2023
No. of securities
$'000
No. of securities
$'000
Balance at beginning of the period
799,796,794
1,034,779
792,787,120
1,025,584
Stapled securities issued
24,162,791
21,119
6,309,299
9,201
Equity settled share based payments expense
-
-
700,375
-
Cost of equity raising
-
(41)
-
(6)
Balance at end of the period
823,959,585
1,055,857
799,796,794
1,034,779
Fully paid ordinary securities carry one vote per security and carry the right to distributions.
The Group issued 5,275,935 stapled securities on 18 August 2023 in relation to the distribution reinvestment plan
undertaken for the 2023 final distribution.
The Group issued 2,830,519 units on 20 February 2024 in relation to the distribution reinvestment plan undertaken for the
2024 interim distribution.
The Group issued 16,056,337 units on 10 April 2024 in relation to the scrip issue on the acquisition of shares in Centuria
Bass Credit Pty Limited.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
155
154
C13
Commitments and contingencies
Australian guarantees
The Group has provided bank guarantees of $2,059,823 (30 June 2023:
$2,007,143) for commercial leases with respect to its Sydney and Melbourne
office premises. These bank guarantees are cash collateralised.
The above guarantees are issued in respect of the Group and do not constitute
an additional liability to those already existing in interest bearing liabilities on
the statement of financial position.
New Zealand guarantees
Under the Development Agreement with Queenstown Lakes District Council
(QLDC) as part of the Lakeview joint venture, the Group have provided a
guarantee of the Partnership’s obligations under the Development Agreement,
with a maximum capital commitment of NZ$14,000,000 (AU$12,812,000).
The Group's total aggregate liability under this guarantee is capped at
NZ$4,250,000 (AU$3,889,000). Refer to Note E1 Interests in associates and
joint ventures for more information.
Capital commitments
At 30 June 2024, the Group has committed up to NZ$10,400,000
(AU$9,518,000) of capital over approximately the next 8 years in its joint
venture partnership with Ninety Four Feet.
Contingent liabilities
The directors of the Group are not aware of any contingent liabilities in
relation to the Group, other than those disclosed in the financial statements,
which should be brought to the attention of security holders as at the date of
completion of this report.
From time to time, the Group is subject to various claims and legal actions
arising in the ordinary course of its development management activities. Whilst
the possibility of outflows arising from such action are remote, the Group
maintains sufficient insurance coverage to mitigate potential, material financial
impacts arising from such claims and legal actions. As of the reporting date,
the Group does not have any material exposures that can be recorded as a
provision or liability in the financial statements.
UNLISTED: 8 ELIZABETH MACARTHUR DRIVE, BELLA VISTA NSW
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
157
156
D Cash flows
D1
Operating segment cash flows1
For the year ended 30 June 2024
2024
$'000
2023
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Management fees received
184,495
192,277
Performance fees received
6,184
143
Distributions received
55,581
46,582
Interest received
33,209
6,967
Cash received on development projects
-
3,498
Rent received
4,824
5,711
Payments to suppliers and employees
(126,067)
(127,790)
Income tax paid
(3,477)
(12,169)
Interest paid
(32,767)
(31,855)
Net cash provided by operating activities
121,982
83,364
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of related party investments
146,216
52,364
Purchase of investments in related parties
(230,444)
(52,410)
Repayment of loans by related parties
37,768
27,507
Loans to related party for purchase of property
(65,040)
-
Purchase of equity accounted investments
(11,387)
(49,036)
Loans repaid by other parties
85,950
31,313
Payments for plant and equipment
(238)
(2,314)
Payments of balances held in trust for related parties
-
(14,802)
Sale of property held for development
-
29,049
Collections from reverse mortgage holders
-
2,521
Proceeds from investments
10,794
31,708
Loans provided to other parties
(85,950)
(39,734)
Proceeds from sale of equity accounted investments
8,322
65,402
Purchase of properties held for development
-
(20,246)
Net cash (used in)/provided by investing activities
(104,009)
61,322
Cash flows from financing activities
Proceeds from issue of securities
13,265
8,884
Equity raising costs paid
(161)
(7)
Proceeds from borrowings
247,500
96,650
Repayment of borrowings
(184,553)
(159,749)
Costs paid to issue debt
(1,396)
(1,094)
Distributions paid
(86,168)
(93,483)
Net cash used in financing activities
(11,513)
(148,799)
Net increase/(decrease) in operating cash and cash equivalents
6,460
(4,113)
Cash and cash equivalents at the beginning of the period
179,375
184,999
Effects of exchange rate changes on cash and cash equivalents
(1,560)
(1,511)
Cash and cash equivalents at the end of the period
184,275
179,375
1. The operating segment cash flows support the segment note disclosures of the Group and provide details in relation to the operating segment cash flows
performance of the Group. The operating segment cash flows exclude the impact of cash flows attributable to Benefit Funds and Controlled Property Funds.
The statutory cash flow movements for the Group per pages 114 and 115 are as follows:
•
Net cash provided by operating activities $156,320,000
•
Net cash used by investing activities $132,097,000
•
Net cash used in financing activities $41,191,000
D2
Cash and cash equivalents
Included in total cash and cash equivalents of $206,936,000 (2023: $225,460,000) is $22,417,000 (2023: $46,738,000)
relating to amounts held by Senex Warehouse Trust No.1, Benefit Funds and the Property and Development Finance Special
Purpose Vehicles which is not readily available for use by the Group.
D3
Reconciliation of profit for the period to net cash flows from operating activities
2024
$'000
2023
$'000
Profit for the year
102,161
105,931
ADJUSTMENTS FOR
Depreciation and amortisation
6,615
5,596
Non-cash development income
455
(4,555)
Share-based payment expense
3,298
6,311
Amortisation of borrowing costs
2,016
1,919
Non-cash performance and sales fees
(408)
(28,556)
Mark to market movement of financial assets
(31,861)
(12,424)
Interest revenue from special purpose vehicles and reverse mortgages
3,668
(3,733)
Interest expense reverse mortgage facility
(202)
1,510
Equity accounted profit in excess of distribution paid
13,899
3,804
Unrealised foreign exchange loss
(2,770)
2,523
Unrealised (gain)/loss on properties
3,124
5,496
Costs paid for debt issuance
1,395
1,094
Loss allowance for loans receivable
5,265
1,275
Lease interest
(4,008)
1,613
CHANGES IN NET ASSETS AND LIABILITIES:
(Increase)/decrease in assets:
Receivables
26,091
13,654
Deferred tax assets
2,775
41,440
Increase/(decrease) in liabilities:
Other payables
1,217
(411)
Tax provision
(2,203)
(8,140)
Deferred tax liability
(2,481)
(29,239)
Provisions
97
338
Policyholder liability
28,177
8,236
Net cash flows provided by operating activities
156,320
113,682
Recognition and measurement
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks. Cash
equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are
subject to an insignificant risk of changes in value and have an initial maturity of three months or less at the date of
acquisition. Bank overdrafts are shown within borrowings in the statement of financial position.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
159
158
E Group structure
E1
Interests in associates and joint ventures
Set out below are the associates of the Group as at 30 June 2024 which, in the opinion of the directors, were material to
the Group and were accounted for using the equity method. The entities listed below have share capital consisting solely
of ordinary units, which are held directly by the Group. The proportion of ownership interest is the same as the proportion
of voting rights held.
Name of entity
% of ownership
interest
Principal activity
Carrying amount
30 June
2024
%
30 June
2023
%
30 June
2024
$'000
30 June
2023
$'000
Centuria Diversified Property Fund
22.19
21.54 Property investment
29,799
35,860
Allendale Square Fund
25.27
25.91 Property investment
18,353
18,426
Centuria Government Income Property Fund No.2
21.31
21.59 Property investment
5,172
7,261
QT Lakeview Developments Limited
25.00
25.00 Property investment
3,230
2,973
Centuria Bass Credit
0.00
50.00 Non-bank finance
-
26,162
Total equity accounted investments
56,554
90,682
Equity accounted investments are classified as non-current.
Recognition and measurement
Associates are those entities in which the Group has significant influence, but not control or joint control, over the
financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group
has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at
cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include
the Group’s share of the profit or loss and OCI of the associates and joint ventures, until the date on which significant
influence or joint control ceases.
The below table shows the movement in carrying amounts of equity accounted investments from 1 July 2023 to 30 June 2024.
Centuria
Diversified
Property Fund
$'000
Centuria Bass
Credit
$'000
Allendale Street
Fund
$'000
Centuria NZ
Value-Add Fund
No. 2 LP
$'000
Centuria
Government
Income Property
Fund No. 2
$'000
QT Lakeview
Developments
Limited
$'000
Total
$'000
Carrying amounts of equity accounted investments
Opening balance as at 1 July
2023
35,860
26,162
18,426
-
7,261
2,973
90,682
Acquisition of investments
8
-
-
10,790
-
589
11,387
Share of net profit/(loss) after
tax
(4,275)
3,144
1,669
-
(1,638)
(312)
(1,412)
Distributions received/
receivable
(1,794)
(9,050)
(1,292)
-
(351)
-
(12,487)
Carrying value transferred to
financial assets
-
-
-
(3,037)
-
-
(3,037)
Disposals
-
-
(450)
(7,772)
(100)
-
(8,322)
Carrying value transferred on
consolidation
-
(105,000)
-
-
-
-
(105,000)
Fair value gain/(loss)
-
84,744
-
-
-
-
84,744
Foreign currency translation
-
-
-
19
-
(20)
(1)
Closing balance as at 30 June
2024
29,799
-
18,353
-
5,172
3,230
56,554
The below table shows the movement in carrying amounts of equity accounted investments from 1 July 2022 to 30 June 2023.
Centuria
Diversified
Property
Fund
$'000
Centuria
Bass Credit
$'000
Allendale
Square Fund
$'000
Centuria
Government
Income
Property Fund
No. 2
$'000
QT Lakeview
Developments
Limited
$'000
Centuria
Industrial
Income Fund
No. 2
$'000
Centuria 111
St Georges
Terrace Fund
$'000
Centuria
Agricultural
Fund
$'000
Total
$'000
Carrying amounts of equity accounted investments
Opening balance
as at 1 July 2022
39,021
25,765
-
7,743
2,240
-
-
-
74,769
Acquisition of
investments
-
-
31,638
-
807
10,929
-
5,662
49,036
Carrying value
transferred from
controlled property
funds
-
-
-
-
-
-
31,754
35,400
67,154
Share of net profit/
(loss) after tax
(200)
4,607
1,227
71
-
(815)
190
(799)
4,281
Distributions
received/
receivable
(1,961)
(4,210)
(926)
(403)
-
(148)
(15)
(422)
(8,085)
Carrying value
transferred to
financial assets
-
-
-
-
-
(4,802)
(12,394)
(13,801)
(30,997)
Disposals
(1,000)
-
(13,513)
(150)
-
(5,164)
(19,535)
(26,040)
(65,402)
Foreign currency
translation
-
-
-
-
(74)
-
-
-
(74)
Closing balance as
at 30 June 2023
35,860
26,162
18,426
7,261
2,973
-
-
-
90,682
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
161
160
(a) Summarised financial information for associates and joint ventures
The tables below provide summarised financial information for those associates. The information disclosed reflects the
amounts presented in the consolidated financial statements of the relevant associates and not the Group's share of those
amounts.
Centuria Diversified Property Fund
Centuria Government Income
Property Fund No. 2
QT Lakeview
Developments Limited
Allendale Square Fund
Total
Summarised statement of financial
position
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
Cash and other cash equivalents
1,394
4,898
588
538
-
-
6,101
13,753
8,083
19,189
Other current assets
4,760
4,171
1,494
1,944
-
-
1,071
1,177
6,477
7,292
Total current assets
6,154
9,069
2,082
2,482
-
-
7,172
14,930
14,560
26,481
Non-current assets
208,402
231,182
53,270
61,821
12,920
11,890
125,623
122,599
400,215
427,492
Total non-current assets
208,402
231,182
53,270
61,821
12,920
11,890
125,623
122,599
400,215
427,492
Current liabilities
4,953
4,251
545
448
-
-
8,636
13,451
13,286
18,150
Total current liabilities
4,953
4,251
545
448
-
-
8,636
13,451
13,286
18,150
Non-current liabilities
91,950
86,530
30,952
30,634
-
-
52,963
52,963
175,865
170,127
Total non-current liabilities
91,950
86,530
30,952
30,634
-
-
52,963
52,963
175,865
170,127
Net tangible assets
117,653
149,470
23,855
33,221
12,920
11,890
71,196
71,115
225,624
265,696
Group's share in %
22.19%
21.54%
21.31%
21.59%
25.00%
25.00%
25.27%
25.91%
Group's share
26,104
32,199
5,083
7,172
3,230
2,973
17,990
18,426
Goodwill
3,695
3,661
89
89
-
-
363
-
Carrying amount
29,799
35,860
5,172
7,261
3,230
2,973
18,353
18,426
Centuria Diversified Property Fund
Centuria Government Income
Property Fund No. 2
QT Lakeview
Developments Limited
Allendale Square Fund
Total
Summarised statement of
comprehensive income
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
30 June 2024
$'000
30 June 2023
$'000
Revenue
18,038
19,304
4,232
4,173
-
-
14,421
8,985
36,691
32,462
Net loss on fair value of investment
properties
(21,686)
(6,339)
(3,185)
(1,317)
-
-
-
-
(24,871)
(7,656)
Gain/(loss) on fair value of
investments and derivatives
(4,937)
(1,939)
(809)
(199)
-
-
-
-
(5,746)
(2,138)
Finance costs
(3,475)
(3,583)
(908)
(789)
-
-
(2,875)
(1,558)
(7,258)
(5,930)
Other expenses
(7,206)
(8,370)
(1,694)
(1,541)
(1,248)
-
(4,941)
(2,689)
(15,089)
(12,600)
Profit/(loss) for the period
(19,266)
(927)
(2,364)
327
(1,248)
-
6,605
4,738
(16,273)
4,138
Other comprehensive income
-
-
-
-
-
-
-
-
-
-
Total comprehensive income
(19,266)
(927)
(2,364)
327
(1,248)
-
6,605
4,738
(16,273)
4,138
Group's share in %
22.19%
21.54%
21.31%
21.59%
25.00%
25.00%
25.27%
25.91%
Group's share in $'000
(4,275)
(200)
(1,638)
71
(312)
-
1,669
1,227
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
163
162
E2
Business combination
(a) Centuria Bass Credit Pty Ltd
On 10 April 2024, the Group, through its wholly owned subsidiary Centuria Platform Investments Pty Limited, acquired an
additional 30% interest in Centuria Bass Credit Pty Ltd (Centuria Bass), taking the total ownership interest to 80%. The
Group had initially acquired a 50% interest in Centuria Bass on 22 April 2021. At that time, the Group was taken to have
significant influence over Centuria Bass and recognised its investment in Centuria Bass under the equity method. As a
result of the increased stake in Centuria Bass, the Group gained control of Centuria Bass.
The original 50% was purchased for consideration of $24,000,000 which was funded with existing cash reserves of
the Group. The incremental 30% stake was funded via $28,500,000 of cash and $28,500,000 in Centuria issued scrip
(ASX:CNI). The scrip was issued at $1.775 per security comprising a total issuance of 16,056,337 CNI securities. The cash
component of the consideration was funded with existing cash reserves of the Group.
The additional stake of Centuria Bass is part of the Group’s strategy of growing its non-bank lending platform, diversifying
its platform product, and increasing recurring revenues through additional co-investment in managed funds.
For the year ended 30 June 2024, Centuria Bass contributed $9,391,000 profit after tax to the Group’s results.
Consideration transferred
The following table summarises the acquisition date fair value of each major class of consideration transferred.
$'000
Cash (i)
28,500
Equity (Company shares issued) (ii)
14,187
Equity (Fund units issued) (ii)
14,313
Total consideration transferred
57,000
(i) Cash
On 10 April 2024, the Group paid the $28,500,000 cash component of the Offer consideration.
(ii) Equity issued
The fair value of the ordinary shares issued by the Company and ordinary units issued by the Fund is based on the listed
security price of CNI at 9 April 2024 of A$1.775 and attributed 49.78% to Company shares and 50.22% to Fund units.
Identifiable assets acquired and liabilities assumed
The fair value of assets and liabilities acquired has been measured on a provisional basis pending the completion of
any final valuation or determination. If information obtained within one year from the acquisition date about facts and
circumstances that existed at the acquisition date to the below amounts, or any additional provisions that existed at the
acquisition date, then the accounting for the acquisition will be revised.
The assets and liabilities recognised as a result of the acquisition are as follows:
Fair value
$'000
Cash and cash equivalents
2,056
Receivables
910
Secured asset mortgages receivable
833,640
Indefinite life management rights
173,286
Other assets
255
Deferred tax assets
2,332
Payables
(3,220)
Provisions
(4,222)
Dividend payable
(10,100)
Deferred tax liabilities
(51,986)
Income tax payable
(3,188)
Limited recourse loans payable
(820,337)
Provision for doubtful debts
(4,274)
Total identifiable net assets acquired
115,152
Provisional goodwill
Provisional goodwill arising from the acquisition has been recognised as follows:
$'000
Consideration transferred
57,000
Contingent consideration - call/put option liability (i)
49,827
Fair value of pre-existing interests in Centuria Bass (ii)
105,000
Fair value of identifiable net assets
(115,152)
Provisional goodwill (iii)
96,675
(i) Non-controlling interest
The Call/Put option liability relates to a call option and put option over the remaining shares in Centuria Bass which are
held by existing management shareholders of Centuria Bass. The call option is in favour of the Group, whilst the put option
is in favour of the management shareholders. The call option is exercisable in 2026 and put option is exercisable in 2027,
with an exercise price equal to 8.4x EBIT for the average of the last two financial years prior to exercise of the option plus
Net Tangible Assets.
The Group has applied the anticipated-acquisition method in accounting for the business combination as the Group has
the right and the obligation to purchase any remaining non-controlling interest under a put/call arrangement.
Under the anticipated acquisition method, the interests of the non-controlling shareholders are recognised by the Group
as a financial liability relating to the purchase of those interests. The recognition of the financial liability implies that the
interests subject to the purchase are deemed to have already been acquired, meaning no non-controlling or outside
equity interests are recognised. The corresponding interests are therefore presented as already owned by the Group even
though the non-controlling shareholders retain legal ownership. The initial measurement of the fair value of the financial
liability recognised by the Group forms part of the contingent consideration for the acquisition.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
165
164
(ii) Remeasurement of pre-existing interest
As the business combination was achieved in stages, the Group is required to remeasure its equity interests in Centuria
Bass held before the acquisition date at their acquisition date fair value and recognise the resulting gain in profit or loss.
(iii) Provisional goodwill
The provisional goodwill is attributable mainly to Centuria Bass' work force and established business practices and
relationships which will form the basis for the Group’s Credit platform from which to grow. None of the goodwill recognised
is expected to be deductible for tax purposes.
Transaction related costs
Transaction related costs of $539,778 were incurred for the year in respect of the acquisition of Centuria Bass, of which
$500,000 were expensed in the profit and loss and $39,778 were recorded against equity.
E3
Material interests in subsidiaries
The Group's principal subsidiaries at 30 June 2024 are set out below. Unless otherwise stated, they have issued capital
consisting solely of ordinary shares or units that are held directly by the Group, and the proportion of ownership interests
held equals the voting rights held by the Group. The subsidiaries of the Group were incorporated in the following
jurisdictions, Australia and New Zealand with principal places of business corresponding with the respective geographic
jurisdictions. The parent entity of the Group is Centuria Capital Limited.
Ownership interest %
Australian subsidiaries
30 June 2024
30 June 2023
Centuria Capital Fund
0% (100% NCI)
0% (100% NCI)
Centuria Bass Credit Pty Ltd
80%
50%
Centuria Business Services Pty Limited
100%
100%
Centuria Capital Health Fund
100%
100%
Centuria Capital No. 2 Fund
100%
100%
Centuria Capital No. 2 Industrial Fund
100%
100%
Centuria Capital No. 2 Office Fund
100%
100%
Centuria Capital No. 3 Fund
100%
100%
Centuria Capital No. 5 Fund
100%
100%
Centuria Capital No. 8 Fund
100%
100%
Centuria Capital No. 9 (PW) Fund
100%
100%
Centuria Developments Pty Limited
100%
100%
Centuria Finance Pty Ltd
100%
100%
Centuria Funds Management Limited
100%
100%
Centuria Healthcare Pty Ltd1
59%
59%
Centuria Healthcare Asset Management Limited1
59%
59%
Centuria Healthcare Property Services Pty Limited1
59%
59%
Centuria Life Limited
100%
100%
Centuria Platform Investments Pty Limited
100%
100%
Centuria Property Funds Limited
100%
100%
Centuria Property Funds No. 2 Limited
100%
100%
Centuria Property Funds No. 3 Limited
100%
100%
Centuria Property Funds No. 4 Limited
100%
100%
Centuria Property Services Pty Limited
100%
100%
Over Fifty Seniors Equity Release Pty Ltd
100%
100%
Ownership interest %
New Zealand subsidiaries
30 June 2024
30 June 2023
Centuria Capital (NZ) Limited
100%
100%
Centuria Funds Management (NZ) Limited
100%
100%
1. The ownership percentage outlined above for these subsidiaries reflects the Group’s economic ownership. The Group holds a 50% voting right in each of these
subsidiaries.
Recognition and measurement
(i) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by
the Company. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date on which control commences until the
date on which control ceases.
Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are
eliminated in preparing the consolidated financial statements.
The Company is required by AASB 10 Consolidated Financial Statements to recognise the assets, liabilities, income,
expenses and equity of the benefit funds of its subsidiary, Centuria Life Limited (the Benefit Funds). The assets and
liabilities of the Benefit Funds do not impact the net profit after tax or the equity attributable to the securityholders of the
Company and the securityholders of the Company have no rights over the assets and liabilities held in the Benefit Funds.
In order to reflect the assets and liabilities pertaining to the Benefit Funds being attributable to policyholders (as
approved by securityholders) an equal and offsetting policyholder liability is recognised on consolidation. In addition, on
consolidation of the various income and expenses attributable to the Benefit Funds an equal and opposite net change in
policyholder liabilities is recorded in the statement of comprehensive income.
The Company has majority representation on the Board of the Over Fifty Guardian Friendly Society Limited (Guardian).
However, as Guardian is a mutual organisation, the Company has no legal rights to Guardian's net assets, nor does it derive
any benefit from exercising its power and therefore does not control Guardian.
E4
Parent entity disclosure
As at, and throughout the current and previous financial year, the parent entity of the Group was Centuria Capital Limited.
2024
$'000
2023
$'000
RESULT OF PARENT ENTITY
Profit for the year
122,917
6,936
Total comprehensive income for the year
122,917
6,936
FINANCIAL POSITION OF PARENT ENTITY AT YEAR END
Total assets
1,132,849
1,120,216
Total liabilities
(324,564)
(452,156)
Net assets
808,285
668,060
The parent entity classifies its assets and liabilities as current, except for the parent entity's investments in subsidiaries.
The assets of the parent entity mainly consist of cash, short term receivables, investments in subsidiaries and deferred
tax assets. The parent entity's investment in subsidiaries are measured at cost. The liabilities of the parent entity mainly
consist of short term payables.
TOTAL EQUITY OF THE PARENT ENTITY COMPRISING OF:
Share capital
415,337
394,811
Share-based incentive reserve
14,314
11,016
Retained earnings
378,634
262,233
Total equity
808,285
668,060
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
167
166
(a) Guarantees entered into by the parent entity
The parent entity has, in the normal course of business, entered into
guarantees in relation to the debts of its subsidiaries during the financial year.
(b) Commitments and contingent liabilities of the parent
entity
The parent entity has bank guarantees of $2,007,143 for commercial leases
with respect to its Sydney and Melbourne office premises. These bank
guarantees are cash collateralised.
The above guarantees are issued in respect of the parent entity and do not
constitute an additional liability to those already existing in liabilities on the
statement of financial position.
The directors of the Company are not aware of any other contingent liabilities
in relation to the parent entity, other than those disclosed in the financial
statements.
UNLISTED: NORTH LAKES LFR CENTRE, NORTH LAKES QLD
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
169
168
F Other
F1
Share-based payment arrangements
(a) LTI plan details
The Company has an Executive Incentive Plan (LTI Plan) which forms a key element of the Company’s incentive and
retention strategy for senior executives under which Performance Rights (Rights) are issued.
Each employee receives ordinary securities of the Group on vesting of the performance rights. No amounts are paid or
payable by the recipient on receipt of the performance rights or on vesting. The performance rights carry neither rights to
dividends nor voting rights prior to vesting.
It is expected that future annual grants of performance rights will be made, subject to the Board’s determination of the
overall performance of the Group and market conditions. The vesting of any performance rights awarded will be subject to
attainment of appropriate performance hurdles and on the basis of continuing employment with the Group.
Further details of the LTI Plan are included in the Audited Remuneration Report from pages 82 to 106.
2024
$'000
2023
$'000
Performance rights outstanding at the beginning of the year
11,824,030
9,858,881
Performance rights granted during the year
5,977,365
4,766,656
Performance rights lapsed during the year
(4,976,877)
(2,101,132)
Performance rights vested during the year
-
(700,375)
Performance rights outstanding at the end of the year
12,824,518
11,824,030
The performance objectives for 5,510,463 of the performance rights issued under Tranche 9 were not met as at 30 June
2024. As a result all Tranche 9 rights will lapse.
(b) Measurement of fair values
The fair value of the rights was calculated using a binomial tree valuation methodology for the Rights with non-market
vesting conditions and a Monte-Carlo simulation for the Rights with market vesting conditions.
The inputs used in the measurement of the fair values at grant date of the rights were as follows:
Tranche 9
Tranche 10
Tranche 11
Expected vesting date
31 August 2024 and
31 August 2025
31 August 2025 and
31 August 2026
31 August 2026 and
31 August 2027
Share price at the grant date
$3.13 and $3.25
$1.825 and $1.935
$1.475 and $1.495
Expected life
2.8 - 4.1 years
2.7 - 4.1 years
2.7 - 4.0 years
Volatility
26%
30%
34%
Risk free interest rate
0.11% and 0.86%
2.99% and 3.16%
3.77% and 4.02%
Dividend yield
3.8%
5.3%
6.2%
The following table sets out the fair value of the rights at the respective grant date:
Performance condition
Tranche 9
Tranche 10
Tranche 11
Absolute TSR
$1.85 and $2.151
$0.51 and $0.693
$0.45 and $0.505
Relative TSR
$1.16 and $1.322
$0.64 and $0.834
$0.61 and $0.636
1. $1.85 and $1.92 for Chief Executive Officers, $1.98 and $2.05 for senior executive committee members and $2.15 for other employees.
2. $1.16 and $1.18 for Chief Executive Officers, $1.19 and $1.23 for senior executive committee members and $1.32 for other employees.
3. $0.51 and $0.53 for Chief Executive Officers, $0.65 and $0.69 for senior executive committee members and $0.69 for other employees.
4. $0.64 and $0.68 for Chief Executive Officers, $0.79 and $0.83 for senior executive committee members and $0.83 for other employees.
5. $0.45 and $0.46 for Chief Executive Officers, $0.48 and $0.50 for senior executive committee members and $0.50 for other employees.
6. $0.61 and $0.65 for Chief Executive Officers, $0.59 and $0.63 for senior executive committee members and $0.63 for other employees.
During the year, share based payment expenses were recognised of $3,298,000 (2023: $5,055,000).
Recognition and measurement
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of
the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At the end of
each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact
of the revision of the original estimates with respect to non-market vesting conditions, if any, is recognised in profit for
the year such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-
settled employee benefits reserve.
F2
Financial instruments
(a) Management of financial instruments
The Board is ultimately responsible for the Risk Management Framework of the Group.
The Group employs a cascading approach to managing risk, facilitated through delegation to specialist committees and
individuals within the Group.
The Group is exposed to a variety of financial risks as a result of its activities. These risks include market risk (including
interest rate risk and price risk), credit risk and liquidity risk. The Group's risk management and investment policies,
approved by the Board, seek to minimise the potential adverse effects of these risks on the Group's financial performance.
These policies may include the use of certain financial derivative instruments.
Centuria Group has various investment committees to oversee the relevant entity’s investment and portfolio management
practices to ensure they are in line with the risk and return requirements of its investors, as well as ensuring that
investment decisions are made in accordance with the appropriate regulatory requirements. The Centuria Life investment
committee in particular monitor fund rules and target achieving the long-term strategic objectives of investors.
From time to time, the Group outsources certain parts of the investment management of the Benefit Funds to specialist
investment managers including co-ordinating access to domestic and international financial markets, and managing the
financial risks relating to the operations of the Group in accordance with an investment mandate set out in the Group's
constitution and the Benefit Funds' product disclosure statements. The Benefit Funds' investment mandates are to invest
in equities and fixed interest securities via unit trusts, discount securities and may also invest in derivative instruments
such as futures and options.
The Group uses interest rate swaps to manage interest rate risk and not for speculative purposes in any situation. Hedging
is put in place where the Group is either seeking to minimise or eliminate cash-flow variability, i.e. converting variable
rates to fixed rates, or changes in the fair values of underlying assets or liabilities, i.e. to convert fixed rates to variable
rates.
Derivative financial instruments of the Benefit Funds, consolidated into the financial statements of the Group under AASB
10 Consolidated Financial Statements, are used only for hedging factual or anticipated exposures relating to investments.
The use of financial derivatives in respect of Benefit Funds is governed by the Benefit Funds' investment policies, which
provide written principles on the use of financial derivatives.
(b) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of debt and equity capital. This overall strategy remains
unchanged from the prior year.
The Group's capital structure consists of net debt (borrowings, offset by cash and cash equivalents) and equity of the
Group (comprising issued capital, reserves and retained earnings).
The Group carries on business throughout Australia and New Zealand, primarily through subsidiary companies that are
established in the markets in which the Group operates. The operations of Centuria Life Limited (CLL) are regulated by
APRA and the management fund of CLL has a minimum Prescribed Capital Amount (PCA) that must be maintained at all
times. It is calculated monthly and these results are reported to the Board each month. The current level of share capital of
CLL meets the PCA requirements.
In addition, Centuria Property Funds Limited, Centuria Funds Management Limited, Centuria Property Funds No. 2 Limited,
Centuria Healthcare Asset Management Limited, Centuria Property Funds No. 3 Limited and Centuria Property Funds
No. 4 Limited have AFS licences so as to operate registered property trusts. Regulations require these entities to hold a
minimum net asset amount which is maintained by way of cash term deposits and listed liquid investments.
Operating cash flows are used to maintain and, where appropriate, expand the Group's funds under management as
well as to make the routine outflows of tax, dividends and repayment of maturing debt. The Group regularly reviews its
anticipated funding requirements and the most appropriate form of funding (capital raising or borrowings) depending on
what the funding will be used for.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
171
170
The capital structure of the Benefit Funds (and management fund) consists of cash and cash equivalents, bill facilities and
mortgage assets. The Benefit Funds also hold a range of financial assets for investment purposes including investments
in unit trusts, equity and floating rate notes. The Investment Committee aims to ensure that there is sufficient capital for
possible redemptions by policyholders of the Benefit Funds by regularly monitoring the level of liquidity in each fund.
The Benefit Funds have no restrictions or specific capital requirements on the application and redemption of units. The
Benefit Funds' overall investment strategy remains unchanged from the prior year.
(c) Fair value of financial instruments
1. Fair value measurements recognised in the statement of financial position
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy for financial instruments measured at fair value.
The table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
•
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities.
•
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs).
There was one transfer between Level 2 and 3 in the period.
Unless outlined below, detailed information in relation to recognition and measurement principals applied across all
financial instruments are outlined in the respective notes accompanying the balance sheet.
30 June 2024
Measurement
basis
Fair value
hierarchy
Carrying
amount
$'000
Far value
$'000
FINANCIAL ASSETS
Cash and cash equivalents
Amortised cost
Not applicable
206,936
206,936
Receivables
Amortised cost
Not applicable
118,095
118,095
Financial assets
Fair value
Level 1
464,700
464,700
Financial assets
Fair value
Level 2
439,690
439,690
Financial assets - other assets
Fair value
Level 3
3,300
3,300
Reverse mortgages receivables
Fair value
Level 3
39,939
39,939
Financial assets
Amortised cost
Not applicable
73,294
73,294
Secured real estate mortgages receivable
Amortised cost
Not applicable
820,523
821,025
2,166,477
2,166,979
FINANCIAL LIABILITIES
Payables
Amortised cost
Not applicable
117,252
117,252
Benefit Funds policy holders' liability
Amortised cost
Not applicable
306,970
306,970
Borrowings (net of borrowing costs)
Amortised cost
Not applicable
435,971
435,706
Interest rate swaps - reverse mortgage fixed-for-life
Fair value
Level 3
19,273
19,273
Call/Put option liability
Amortised cost
Not applicable
91,090
91,090
Limited recourse loans payable
Amortised cost
Not applicable
801,958
802,412
1,772,514
1,772,703
30 June 2023
Measurement
basis
Fair value
hierarchy
Carrying
amount
$'000
Far value1
$'000
FINANCIAL ASSETS
Cash and cash equivalents
Amortised cost
Not applicable
225,460
225,460
Receivables
Amortised cost
Not applicable
133,278
133,278
Financial assets
Fair value
Level 1
630,078
630,078
Financial assets
Fair value
Level 2
221,427
221,427
Financial assets - other assets
Fair value
Level 3
1,181
1,181
Reverse mortgages receivables
Fair value
Level 3
41,887
41,887
Financial assets
Amortised cost
Not applicable
45,160
45,160
1,298,471
1,298,471
FINANCIAL LIABILITIES
Payables
Amortised cost
Not applicable
92,418
92,418
Benefit Funds policy holders' liability
Amortised cost
Not applicable
278,793
278,793
Borrowings (net of borrowing costs)
Amortised cost
Not applicable
375,217
371,368
Interest rate swaps - reverse mortgage fixed-for-life
Fair value
Level 3
19,339
19,339
Call/Put option liability
Amortised cost
Not applicable
38,255
38,255
804,022
800,173
1. For financial asset amounts classified at amortised cost, the fair value amount is equal to the carrying amount.
2. Valuation techniques and assumptions applied in determining fair value
The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices (includes listed redeemable notes, bills of exchange,
debentures and perpetual notes).
The fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in
accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable
current market transactions and dealer quotes for similar instruments. Discount rates are determined based on market
rates applicable to the financial asset or liability.
The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available,
discounted cash flow analysis is performed using the applicable yield curve for the duration of the instruments for non-
optional derivatives, and option pricing models for optional derivatives.
Level 2 fair values:
The Group determines Level 2 fair values for financial assets, which are investments in unlisted securities, by giving
consideration to the unit prices and net assets of the underlying funds. The unit prices and net asset values are largely
driven by the fair values of investment properties and derivatives held by the funds.
Level 3 fair values:
The Level 3 financial asset held by the Group is the fair value of the residential mortgage receivables attributable to
interest rate risk. The Level 3 financial liability held by the Group is the fixed-for-life interest rate swaps.
Key estimates and judgements
Due to the illiquid nature of fixed-for-life residential mortgage loans and their associated interest rate swaps, their fair
valuation are calculated using assumptions that are not supported by prices observable in the market place. A discounted
cash flow model is employed in fair valuing these instruments based on their respective expected net cash flows applying
a reporting date discount rate derived from the Australian intra-bank interest rate yield curve sourced from the swap
provider.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
173
172
The valuation techniques used in determining the fair value of the Group's reverse mortgage loan book as well as the
associated interest rate swaps are as follows:
•
The weighted average reverse mortgage holders’ age is 84 years at reporting date.
•
The loan interest compounding period is estimated using the remaining life of the borrower based on externally
published 2013-2015 Life Tables consistent with those adopted by the swap provider.
•
The compounding interest rate is the fixed rate of loan for each contract, commencing from the inception of each loan
up to the point in time when the carrying amount of the loan including capitalised interest equals the forecast maturity
date property value. After this point any future interest rate applied is reduced to ensure alignment of the fair value of
the loans with the forecast maturity residential property valuation of the underlying mortgaged property. This ensures
that the reporting date loan value including applicable accrued interest does not exceed the forecast maturity date
property valuation.
•
The reporting date Australian intra-bank interest rate yield curve supplied by the swap provider plus a credit risk
margin is applied in discounting future cash flows back to their balance date fair values.
Additional assumptions applied in valuation of the reverse mortgage fixed-for-life loans and their associated swaps:
•
The property growth rates are assumed to be nil% for FY24, and assumed to revert to a long-term average growth rate
of 3.5% p.a from FY25 onwards.
•
A 1% flat credit risk margin is added to the reporting date discount rate applied to the cash flows arising from each
borrower.
•
49% of the residential mortgage loan portfolio consists of loans with joint borrowers.
•
The mortality rate for joint borrowers is calculated based on the estimated life expectancy of the youngest borrower.
•
A 1.016% flat credit risk margin, is added to the monthly cash flow discount factor in calculating the fair value of the
swaps associated with the fixed-for-life reverse mortgage loans.
Recognition and measurement
The Group enters into derivative financial instruments such as interest rate swaps to manage its exposure to interest rate
risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting period. The resulting gain or loss is recognised in profit or loss immediately
unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in
profit or loss depends on the nature of the hedge relationship.
3. Reconciliation of Level 3 fair value measurements of financial assets and liabilities
Year ended 30 June 2024
Other assets at
fair value
$'000
Reverse
mortgages fair
value
$'000
Fixed-for-life
interest rate
swaps
$'000
Total
$'000
Balance at 1 July 2023
1,181
41,887
(19,339)
23,729
Addition - reclass from level 2
2,119
-
-
2,119
Loan repaid
-
(4,670)
1,958
(2,712)
Accrued interest
-
3,136
(1,327)
1,809
Attributable to interest rate and other risk
-
(836)
1,173
337
Attributable to credit risk
-
422
(1,738)
(1,316)
Balance at 30 June 2024
3,300
39,939
(19,273)
23,966
Year ended 30 June 2023
Other assets at
fair value
$'000
Reverse
mortgages fair
value
$'000
Fixed-for-life
interest rate
swaps
$'000
Total
$'000
Balance at 1 July 2022
1,181
40,084
(18,750)
22,515
Loan repaid
-
(2,521)
742
(1,779)
Accrued interest
-
3,001
(1,516)
1,485
Attributable to interest rate and other risk
-
1,139
278
1,417
Attributable to credit risk
-
184
(93)
91
Balance at 30 June 2023
1,181
41,887
(19,339)
23,729
(d) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral
or other security, where appropriate, as a means of mitigating risk of financial loss from default. The credit risk on financial
assets of the Group and the parent recognised in the statement of financial position is generally the carrying amount, net
of allowance for impairment loss.
Concentration of risk may exist when the volume of transactions limits the number of counterparties.
1. Credit risk of reverse mortgages
Concentration of credit risk in relation to reverse mortgage loans is minimal, as each individual reverse mortgage loan
is secured by an individual residential property. The loan is required to be settled from the proceeds of disposal of the
secured property after the borrower's death.
Individual property valuations are conducted at least every 3 years in accordance with financier's requirements. At 30
June 2024, the highest loan to value ratio (LVR) of a loan in the reverse mortgage loan book is 153% (2023: 141%), and
there are 35 out of 133 (2023: 41 out of 154) reverse mortgage loans where the LVR is higher than 50%.
2. Credit risk on other financial assets
Credit risk on other financial assets such as investments in floating rate notes, standard discount securities and unit trusts
is managed through strategic asset allocations with creditworthy counterparties and the on-going monitoring of the credit
quality of investments, including the use of credit ratings issued by well-known rating agencies.
Loan receivable from related party:
As of 30 June 2024, the Group recognised a loss allowance of $846,000 (2023: $1,275,000) for the related party loan
receivable from Centuria NZ Healthcare Property Fund (CNZHPF). The loss allowance was measured at the lifetime
expected credit loss from future possible scenarios and are probability weighted. The estimated scenarios and
probabilities of loss are based on the market data collected, Group's view of future economic conditions and CNZHPF's
forecast business plan. This does not have significant impact on the Group's credit risk exposure in other financial assets.
Receivables:
The exposure of credit risk in respect of financial assets remains minimal as the majority of other financial assets are due
from related parties of the Group. The Group does not have any significant credit risk exposure to any single entity in other
financial assets or any group of counterparties having similar characteristics.
The aging of receivables at the reporting date was as follows:
2024
$'000
2023
$'000
Not due
107,760
119,936
Past due:
1 to 30 Days
4,725
4,885
31 to 60 Days
814
4,189
> 60 days overdue
3,314
4,268
116,613
133,278
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
175
174
Secured real estate mortgages receivable
As at 30 June 2024, the Group had $820,523,000 (2023: $nil) in secured real estate mortgages receivable, through a
number of its consolidated financing SPVs secured over the value of the underlying property with respect to each of its
syndicated facility agreements.
The loans are variable interest rate instruments offering a variable lower rate (BBSY + Margin) and a variable higher
rate (Lower rate + Margin) in the event of the breach of certain covenants or loan requirements with respect to each
Syndicated Facility Agreement. Default interest triggered under the syndicated facility agreements also trigger a higher
interest rate under the limited recourse loan agreements, passing through higher interest rates to the underlying limited
recourse loan holders.
On a consistent basis any extension or variation to the duration of the Syndicated Facility Agreement will pass through
and will trigger the equivalent extension or the early repayment of the associated limited recourse loan arrangements.
The back-to-back and the non-recourse nature of the limited recourse loans ensure that Centuria Capital Group retains
minimal residual liquidity, credit risks nor any interest rate risks associated with each arrangement. The only credit risk
associated with each arrangement is therefore limited to the value of the interest margin and fees recognised by the
Group with respect to each arrangement.
As at 30 June 2024 $745,273,000 of the secured real estate mortgages receivable are considered current with
underlying syndicated facility agreements expected to be collected within the next financial year. The remaining value of
$75,250,000 of the limited recourse loans payable are in relation to syndicated facility agreements expected to mature in
the following financial year and are therefore considered to be non-current.
Due to the Limited Recourse Nature of the Loans the Group is exposed to minimal credit risk. This ensures that other than
the Interest margin which is part of the 'aggregate amount available' any credit loss exposure arising from the impairment
of the principal value of the loan and the interest payable by the SPV to its investors would be offset.
This limits the commercial exposure of the Group to the interest margin recorded by its SPV and the fees and charges.
As at 30 June 2024:
At amortised
cost
$'000
Expected
credit loss
$'000
Carrying
amount
$'000
Expected
loss rate
Stage 1
654,024
(665)
653,359
0.10%
Stage 2
22,598
(721)
21,877
3.19%
Stage 3
143,901
(9,515)
134,386
6.61%
Total
820,523
(10,901)
809,622
As at acquisition of Centuria Bass Credit:
At amortised
cost
$'000
Expected
credit loss
$'000
Carrying
amount
$'000
Expected
loss rate
Stage 1
672,150
(419)
671,731
0.06%
Stage 2
119,023
(790)
118,233
0.66%
Stage 3
42,467
(3,065)
39,402
7.22%
Total
833,640
(4,274)
829,366
Stage 1: 12-month ECL. Where credit risk has not increased significantly since initial recognition.
Stage 2: Lifetime ECL. Where credit risk has increased significantly since initial recognition.
Stage 3: Lifetime ECL and credit impaired.
The Group’s accounting policy for credit impairment is outlined in Note C4(iii)
When measuring the expected credit loss (ECL) of the secured mortgage loans of the Group, a credit loss model uses a
probability of default applied against exposure, with the following key components:
•
Exposure at Default (EAD): Estimate the amount outstanding at the time of default.
•
Probability of Default (PD): Estimate the likelihood of default over a given period. This involves historical data and
forward-looking information.
•
Loss Given Default (LGD): Estimate the loss if a default occurs, considering recoveries from collateral or other sources.
The movement for the allowance for impairment provisions and expected credit loss for the year ended 30 June 2024 are
as follows:
Gross exposure
$'000
Provision
$'000
Total
$'000
Balance at 1 July 2024
-
-
-
Loans acquired through business combination
833,640
(4,274)
829,366
New loans drawn
162,313
-
162,313
Transfers:
Transfers to stage 1
(3,188)
(246)
(3,434)
Transfers to stage 2
(97,835)
69
(97,766)
Transfers to stage 3
101,434
(6,450)
94,984
Loans repaid
(175,841)
-
(175,841)
Write-offs
-
-
-
Total
820,523
(10,901)
809,622
(e) Liquidity risk
The Group's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities.
The liquidity risk is managed for the Group at a corporate level. Bank account balances across all entities, current and
future commitments, and expected cash inflows are reviewed in detail when the monthly cash flow projection is prepared
for management purposes and presented to the Board at its regular monthly meetings. By comparing the projected cash
flows with the assets and liabilities shown in the individual and consolidated statements of financial position, which are
also prepared on a monthly basis for management purposes and presented to the Board, liquidity requirements for the
Group can be determined. Based on this review, if it is considered that the expected cash inflows plus liquidity on hand,
may not be sufficient in the near term to meet cash outflow requirements, including repayment of borrowings, a decision
can be made to carry out one or more of the following:
•
renegotiate the repayment terms of the borrowings;
•
sell assets that are held on the statement of financial position; and/or
•
undertake an equity raising.
This, combined with a profitable business going forward, should ensure that the Group continues to meet its
commitments, including repayments of borrowings, as and when required.
The Group's overall strategy to liquidity risk management remains unchanged from the prior year.
The policyholders in the Benefit Funds are able to redeem their policies at any time and the Benefit Funds are therefore
exposed to the liquidity risk of meeting policyholders' withdrawals at any time. The Investment Committee aims to ensure
that there is sufficient capital for possible redemptions by policyholders of the Benefit Funds by regularly monitoring the
level of liquidity in each fund.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
177
176
The following table summarises the Group's remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables have been prepared based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Group and the parent can be required to pay. The tables include both interest and
principal cash flows. To the extent that interest flows are at floating rate, the undiscounted amount is derived from interest
rate curves at the end of the reporting period.
Non-derivative financial liabilities
On demand
$'000
Less than
3 months
$'000
3 months
to 1 year
$'000
1–5 years
$'000
5+ years
$'000
Total
$'000
2024
Borrowings
-
10,363
125,741
388,970
-
525,074
Limited recourse loans - SPVs
554,201
224,580
43,378
-
-
822,159
Payables
-
119,146
-
-
-
119,146
Call/Put option liability
-
41,837
-
61,646
-
103,483
Benefit Funds policyholder's liability
306,970
-
-
-
-
306,970
Lease liabilities
-
1,594
4,958
26,937
4,295
37,784
Total
861,171
397,520
174,077
477,553
4,295
1,914,616
2023
Borrowings
-
6,138
52,994
403,555
-
462,687
Payables
-
114,340
-
-
-
114,340
Call/Put option liability
-
-
-
41,857
-
41,857
Benefit Funds policyholder's liability
278,793
-
-
-
-
278,793
Lease liabilities
-
1,510
4,604
26,307
11,916
44,337
Total
278,793
121,988
57,598
471,719
11,916
942,014
The following table summarises the maturing profile of derivative financial liabilities. The table has been drawn up based
on the undiscounted net cash flows on the derivative instruments that settle on a net basis.
Derivative financial liabilities
On demand
$'000
Less than
3 months
$'000
3 months
to 1 year
$'000
1-5 years
$'000
5+ years
$'000
Total
$'000
2024
Interest rate swaps
-
-
17
1,093
21,502
22,612
Total
-
-
17
1,093
21,502
22,612
2023
Interest rate swaps
-
-
20
1,127
25,929
27,076
Total
-
-
20
1,127
25,929
27,076
(f) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises interest rate risk and price risk. Due to the nature of assets held by the Group
(excluding the Benefit Funds), there is an asset and liability management process which determines the interest rate
sensitivity of the statement of financial position and the implementation of risk management practices to hedge the
potential effects of interest rate changes. The Group manages the market risk associated with its Benefit Funds by
outsourcing its investment management. The Investment Manager manages the financial risks relating to the operations
of the Benefit Funds in accordance with an investment mandate set out in the Benefit Funds’ constitution and PDS. There
has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.
1. Equity price risk
The Group is exposed to equity price risk arising from investments held and classified as at fair value through profit or loss.
The exposure to equity price risk at the end of the reporting period, assuming equity prices had been 10% higher or lower
while all other variables were held constant, would increase/decrease net profit by $90.8 million (2023: $85.3 million).
2. Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group borrow funds at floating interest rates.
Management of this risk is evaluated regularly and interest rate swaps are used accordingly.
The tables below detail the Group's interest bearing financial assets and liabilities.
2024
Weighted
average
effective
interest rate
%
Variable rate
$'000
Fixed rate
$'000
Total
$'000
FINANCIAL ASSETS
Cash and cash equivalents
4.50%
206,936
-
206,936
Other financial assets held by Benefit Funds
6.11%
10,649
1,041
11,690
Secured mortgages receivable - SPV
10.35%
578,862
241,661
820,523
Other interest bearing loans
7.34%
28,567
44,132
72,699
Reverse mortgage receivables
8.71%
699
39,240
39,939
Total financial assets
825,713
326,074
1,151,787
FINANCIAL LIABILITIES
Borrowings - gross of borrowing costs
7.74%
(367,194)
(70,000)
(437,194)
Limited recourse loans payable - SPV
10.03%
(58,713)
(742,022)
(800,735)
Total financial liabilities
(425,907)
(812,022)
(1,237,929)
Net interest bearing financial assets/(liabilities)
399,806
(485,948)
(86,142)
2023
Weighted
average
effective
interest rate
%
Variable rate
$'000
Fixed rate
$'000
Total
$'000
FINANCIAL ASSETS
Cash and cash equivalents
4.04%
202,918
22,542
225,460
Other financial assets held by Benefit Funds
2.02%
3,216
5,866
9,082
Other interest bearing loans
4.90%
-
47,129
47,129
Reverse mortgage receivables
8.70%
672
41,215
41,887
Total financial assets
206,806
116,752
323,558
FINANCIAL LIABILITIES
Borrowings - gross of borrowing costs
7.54%
(275,810)
(99,407)
(375,217)
Total financial liabilities
(275,810)
(99,407)
(375,217)
Net interest bearing financial assets/(liabilities)
(69,004)
17,345
(51,659)
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
179
178
3. Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest
amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of
changing interest rates on the fair value of fixed rate financial assets held and the cash flow exposures on the issued
variable rate debt.
The following table details the notional principal amounts and remaining expiry of the Group's outstanding interest rate
swap contracts as at reporting date. These swaps are at fair value through profit and loss.
Pay fixed for floating contracts
Average contracted rate
Notional principal amount
Fair value
2024
%
2023
%
2024
$'000
2023
$'000
2024
$'000
2023
$'000
50 year swaps contracts
7.47%
7.47%
6,882
7,992
(19,273)
(19,339)
7.47%
7.47%
6,882
7,992
(19,273)
(19,339)
4. Interest rate sensitivity
The sensitivity analysis below has been determined based on the parent and the Group's exposure to interest rates at the
balance date and the stipulated change taking place at the beginning of the financial year and held constant throughout
the reporting period, in the case of financial assets and financial liabilities that have variable interest rates. A 100 basis
points (1.00%) increase or decrease represents management's assessment of the reasonably possible change in interest
rate.
At reporting date, if variable interest rates had been 100 (2023: 100) basis points higher or lower and all other variables
were held constant, the impact to the Group would have been as follows:
Change in variable
2024
Change in variable
2023
Effect on profit after tax
2024
$'000
2023
$'000
CONSOLIDATED
Interest rate risk
+1.00%
+1.00%
(1,538)
(1,866)
CONSOLIDATED
Interest rate risk
-1.00%
-1.00%
2,747
2,351
The sensitivity analysis takes into account interest-earning assets and interest-bearing liabilities attributable to the
securityholders only, and does not take into account the bank bill facility margin changes.
F3
Remuneration of auditors
Amounts received or due and receivable by KPMG:
2024
$
2023
$
Audit and review of the financial report
938,896
926,643
Other services including AFSL and compliance plan audits
158,984
151,415
Non-audit services
217,849
30,096
1,315,729
1,108,154
F4
Events subsequent to the reporting date
On 1 August 2024, the Group settled the sale of 69 Moehau Street, Te Puke (Te Puke Lifecare) for NZ$8,400,000
(AU$7,644,000).
On August 6, 2024, Centuria Capital Group acquired a 50% stake in ResetData Pty Limited for up to $21,000,000, marking
its entry into the data centre market. This investment leverages liquid immersion cooling (LIC) technology, which offers a
smaller footprint, lower energy consumption, and reduced carbon emissions compared to traditional data centres.
The investment will be funded through existing debt headroom and is projected to be earnings neutral in FY25 and
accretive to Operating EPS (OEPS) from FY26 onwards. This acquisition aligns with Centuria’s strategy to capitalise on
growth in data storage and AI, providing a competitive edge in the real estate market.
Concurrent with the transaction, ResetData committed to a 10-year lease with the Centuria Office Fund (ASX: COF) at 818
Bourke Street, Vic, transforming it into one of Australia’s first AI inferencing and ultra high-density LIC data centres.
Other than the above, there has not arisen in the interval between 30 June 2024 and the date hereof any item, transaction
or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the
operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial periods.
Consolidated entity disclosure statement
Basis of preparation:
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with section 295(3A) of the
Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the
financial year in accordance with AASB 10 Consolidated Financial Statements.
The Group's entities that are consolidated in these consolidated financial statements at 30 June 2024 are set out below.
Unless otherwise stated, they have issued capital consisting solely of ordinary shares or units that are held directly by
the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The entities of
the Group were incorporated in the following jurisdictions, Australia and New Zealand with principal places of business
corresponding with the respective geographic jurisdictions. The parent entity of the Group is Centuria Capital Limited.
Determination of tax residency:
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. In determining tax residency, the consolidated entity has applied the following interpretations:
•
Australian tax residency: The Group has applied current legislation and judicial precedent, including having regard to
the Tax Commissioner's public guidance in Tax Ruling TR 2018/5;
•
Foreign tax residency: The Group has applied current legislation and where available judicial precedent in the
determination of foreign tax residency.
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Centuria Capital Limited
Body corporate
Australia
Australia
100%
Centuria Capital Fund
Trust
Australia
Australia
0% (100%
NCI)
57 Wyatt Street Sub Trust
Trust
Australia
Australia
100%
80 Grenfell Street ST Pty Ltd
Body corporate
Australia
Australia
50%
A.C.N. 062 671 872 Pty Ltd
Body corporate
Australia
Australia
100%
Allendale Square Pty Ltd
Body corporate
Australia
Australia
100%
Amberlee Nominees Pty Ltd
Body corporate
Australia
Australia
100%
Belmont Road Development Pty Limited
Body corporate
Australia
Australia
100%
Belmont Road Management Pty Limited
Body corporate
Australia
Australia
100%
Centuria 57 Wyatt Street Pty Ltd1
Body corporate
Australia
Australia
100%
Centuria 61-67 Wyatt St Pty Ltd
Body corporate
Australia
Australia
100%
Centuria 80 Flinders Street Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Agri Logistics REIT I
Trust
Australia
Australia
100%
Centuria ALRI (A) Trust
Trust
Australia
Australia
100%
Centuria ALRI (B) Trust
Trust
Australia
Australia
100%
Centuria ALRI (C) Trust
Trust
Australia
Australia
100%
Centuria Business Services Pty Limited
Body corporate
Australia
Australia
100%
Centuria Canberra No. 3 Pty Limited
Body corporate
Australia
Australia
100%
Centuria Capital Cirque Pty Limited
Body corporate
Australia
Australia
100%
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
181
180
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Centuria Capital Health Fund
Trust
Australia
Australia
100%
Centuria Capital No. 2 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 2 Industrial Fund
Trust
Australia
Australia
100%
Centuria Capital No. 2 Office Fund
Trust
Australia
Australia
100%
Centuria Capital No. 3 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 4 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 5 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 6 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 7 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 8 Fund
Trust
Australia
Australia
100%
Centuria Capital No. 9 (PW) Fund
Trust
Australia
Australia
100%
Centuria Developments (Cardiff) Pty Limited
Body corporate
Australia
Australia
100%
Centuria Developments (Mann Street) Pty Limited
Body corporate
Australia
Australia
100%
Centuria Developments (Mayfield) Pty Limited
Body corporate
Australia
Australia
100%
Centuria Developments (Young Street) Pty Limited
Body corporate
Australia
Australia
100%
Centuria Developments Pty Limited
Body corporate
Australia
Australia
100%
Centuria Employee Share Fund Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Finance Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Funds Management Limited1
Body corporate
Australia
Australia
100%
Centuria Healthcare Asset Management Limited
Body corporate
Australia
Australia
59%
Cudgen Health Precinct Pty Limited1
Body corporate
Australia
Australia
50.1%
Cudgen Health Precinct SPV Trust
Trust
Australia
Australia
50.1%
Centuria Lane Cove Debt Fund
Trust
Australia
Australia
100%
Centuria Tweed Valley Developments Pty Limited
Body corporate
Australia
Australia
100%
Centuria Healthcare Asset Management Nominee 1 Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Healthcare Asset Management Nominee 2 Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Healthcare Energy Company Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Healthcare Funds Distributions Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Healthcare Investments Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Healthcare Property Services Pty Limited
Body corporate
Australia
Australia
59%
Centuria Healthcare Pty Ltd
Body corporate
Australia
Australia
59%
Centuria Industrial Property Services Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Institutional Investments No. 3 Pty Limited
Body corporate
Australia
Australia
100%
Centuria Investment Holdings No. 4 Pty Limited
Body corporate
Australia
Australia
100%
Centuria Investment Holdings Pty Limited1
Body corporate
Australia
Australia
100%
Centuria Investment Management (CDPF) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CDPF) No. 2 Pty Ltd
Body corporate
Australia
Australia
100%
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Centuria Investment Management (CIP) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CMA) No. 2 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CMA) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CSOF) No. 1 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CSOF) No. 2 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CSOF) No. 3 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (CSOF) No. 4 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (Property) No. 1 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (Property) No. 2 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (Property) No. 3 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (Property) No. 4 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Management (Property) No. 5 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Investment Services Pty Limited
Body corporate
Australia
Australia
100%
Centuria IM Agri No. 1 Pty Limited1
Body corporate
Australia
Australia
100%
Centuria IM Agri No. 2 Pty Limited1
Body corporate
Australia
Australia
100%
Centuria IM Agri No. 3 Pty Limited
Body corporate
Australia
Australia
100%
Centuria IM Agri No. 4 Pty Limited
Body corporate
Australia
Australia
100%
Centuria Life Limited
Body corporate
Australia
Australia
100%
Centuria Nominees No. 3 Pty Limited
Body corporate
Australia
Australia
100%
Centuria Platform Investments Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Prime Partnership Pty Limited
Body corporate
Australia
Australia
100%
Centuria Prime Partnership No.1 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Prime Partnership No.2 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Properties No. 3 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Property Funds Limited1
Body corporate
Australia
Australia
100%
Centuria Property Funds No. 2 Limited
Body corporate
Australia
Australia
100%
Centuria Property Funds No. 3 Limited
Body corporate
Australia
Australia
100%
Centuria Property Funds No. 4 Limited1
Body corporate
Australia
Australia
100%
Centuria Property Services Pty Limited
Body corporate
Australia
Australia
100%
Centuria Richlands Pty Ltd1
Body corporate
Australia
Australia
100%
Centuria Richlands Sub Trust
Trust
Australia
Australia
100%
Centuria SubCo Pty Limited
Body corporate
Australia
Australia
100%
CHPF 1 Pty Ltd
Body corporate
Australia
Australia
100%
CHPF 2 Pty Ltd
Body corporate
Australia
Australia
100%
CHPF 3 Pty Ltd
Body corporate
Australia
Australia
100%
CHPF 4 Pty Ltd
Body corporate
Australia
Australia
100%
CHPF 5 Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
183
182
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
CHPF 6 Pty Ltd
Body corporate
Australia
Australia
100%
CHPF Cairns Pty Ltd
Body corporate
Australia
Australia
100%
CHPF Kallangur Pty Ltd
Body corporate
Australia
Australia
100%
CHPF South Bunbury Pty Ltd
Body corporate
Australia
Australia
100%
Crestway Nominees Pty Ltd
Body corporate
Australia
Australia
100%
Just Across The River Pty Ltd
Body corporate
Australia
Australia
100%
Over Fifty Capital Pty Ltd
Body corporate
Australia
Australia
100%
Over Fifty Funds Management Pty Ltd
Body corporate
Australia
Australia
100%
Over Fifty Investments Pty Ltd
Body corporate
Australia
Australia
100%
Over Fifty Seniors Equity Release Pty Ltd1
Body corporate
Australia
Australia
100%
Centuria WA (1 Forrest Place) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (1060 Hay Street) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (15 Ogilvie Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (307 Murray Street) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (359 Scarb Beach Rd) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (380 Scarborough Beach Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (380A Scarborough Beach Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (382 Scarborough Beach Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (384 Scarborough Beach Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (511 Abernethy Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (607 Bourke Street) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (616 St Kilda Road) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Australia Place) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Busselton) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Cannington) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Cottesloe Central) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Erskine) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Gauge Circuit) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Joondalup House) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Melville) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Northlands) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Osborne Park) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA (Wattleup) Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Agrichain Management Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Corporate Holdings Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Enterprises Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Pty Limited
Body corporate
Australia
Australia
100%
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Centuria WA P/Q Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Real Estate Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA USA Pty Ltd1
Body corporate
Australia
Australia
100%
Centuria WA US Holdings Pty Ltd
Body corporate
Australia
Australia
100%
Centuria WA Property Pty Ltd
Body corporate
Australia
Australia
100%
Exercise Holdings Pty Ltd
Body corporate
Australia
Australia
100%
PPIF No. 1 Pty Ltd
Body corporate
Australia
Australia
100%
Primewest 140 STG Trust
Trust
Australia
Australia
100%
Primewest USA Trust
Trust
Australia
Australia
100%
PWQ Pty Ltd
Body corporate
Australia
Australia
100%
Riodell Holdings Pty Ltd
Body corporate
Australia
Australia
100%
Senex Warehouse Trust No. 1
Trust
Australia
Australia
100%
Silverkey Pty Ltd
Body corporate
Australia
Australia
100%
Starfest Holdings Pty Ltd
Body corporate
Australia
Australia
100%
Stead Road Pty Ltd
Body corporate
Australia
Australia
100%
SVAF II Head Co Pty Ltd
Body corporate
Australia
Australia
100%
SVAF II Mid Co Pty Ltd
Body corporate
Australia
Australia
100%
SVAF II Property Co Pty Ltd
Body corporate
Australia
Australia
100%
SVAF Property Co Pty Ltd
Body corporate
Australia
Australia
100%
SVAF Property Co 4 Pty Ltd
Body corporate
Australia
Australia
100%
SVAF Property Co 5 Pty Ltd
Body corporate
Australia
Australia
100%
Yamanto LFR Pty Ltd
Body corporate
Australia
Australia
100%
Yamanto SV Pty Ltd
Body corporate
Australia
Australia
100%
Zimara Enterprises Pty Ltd
Body corporate
Australia
Australia
100%
Augusta Kedron Partners Pty Ltd
Body corporate
Australia
Australia
100%
Bradman St Partners Pty Ltd
Body corporate
Australia
Australia
100%
Enterprise St Estate Pty Ltd
Body corporate
Australia
Australia
100%
Enterprise St Partners Pty Ltd
Body corporate
Australia
Australia
100%
Evans Rd Partners Pty Limited
Body corporate
Australia
Australia
100%
Formation St Estate Pty Ltd
Body corporate
Australia
Australia
100%
Formation St Partners Pty Ltd
Body corporate
Australia
Australia
100%
Heathwood Estate Pty Ltd
Body corporate
Australia
Australia
100%
Heathwood Partners Pty Ltd
Body corporate
Australia
Australia
100%
Kippa Ring Holdings Pty Ltd
Body corporate
Australia
Australia
100%
Kippa Ring Investments Pty Ltd
Body corporate
Australia
Australia
100%
Redland Bay Investments Pty Ltd
Body corporate
Australia
Australia
100%
Redland Bay Properties Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
185
184
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Sherbrooke Rd Partners Pty Ltd
Body corporate
Australia
Australia
100%
Centuria Bass Credit Pty Limited
Body corporate
Australia
Australia
80%
Bass Securities Pty Ltd
Body corporate
Australia
Australia
80%
Bass Loan Services Pty Limited
Body corporate
Australia
Australia
80%
Centuria Bass Financial Services Limited
Body corporate
Australia
Australia
80%
Grosvenor Street Services Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 14 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 22 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 23 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 24 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 29 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 32 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 33 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 34 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 34A Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 35 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 37 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 39 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 40 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 41 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 42 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 43 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 45 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 46 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 48 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 49 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 50 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 51 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 52 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 54 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 55 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 56 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 58 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 59 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 60 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 61 Pty Ltd
Body corporate
Australia
Australia
80%
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Bass Finance No 62 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 63 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 64 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 65 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 66 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 67 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 68 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 70 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 71 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 72 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 73 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 74 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 75 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 76 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 77 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 78 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 79 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 80 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 81 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 82 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 83 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 84 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 86 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 87 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 88 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 89 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 90 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 91 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 92 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 93 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 94 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 95 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 96 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 97 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 98 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 99 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 100 Pty Ltd
Body corporate
Australia
Australia
80%
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
187
186
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
Bass Finance No 101 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 102 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 103 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 104 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 105 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 106 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 107 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 108 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 109 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 110 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 111 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 112 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 113 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 114 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 115 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 116 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 117 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 118 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 119 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 120 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 121 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 122 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 123 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 124 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 125 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 126 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 127 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 128 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 129 Pty Ltd
Body corporate
Australia
Australia
80%
Bass Finance No 130 Pty Ltd
Body corporate
Australia
Australia
80%
Prestare Securities Pty Ltd
Body corporate
Australia
Australia
80%
Prestare Holdings Pty Ltd
Body corporate
Australia
Australia
80%
Prestare Investments Pty Ltd
Body corporate
Australia
Australia
80%
Prestare No 3 Pty Ltd
Body corporate
Australia
Australia
80%
Prestare No 2 Pty Ltd
Body corporate
Australia
Australia
80%
Prestare Pty Ltd
Body corporate
Australia
Australia
80%
Quinns Hill Rd Partners Pty Ltd
Body corporate
Australia
Australia
100%
Type
Place
incorporated/
formed
Tax
residency
Ownership
interest %
BFNZ No.4 Limited
Body corporate
New Zealand
New Zealand
80%
BFNZ No.5 Limited
Body corporate
New Zealand
New Zealand
80%
Branston Street Nominees Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Bass NZ Financial Services Limited
Body corporate
New Zealand
New Zealand
80%
Centuria Capital (NZ) Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Capital (NZ) No. 1 Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Capital (NZ) No. 2 Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Funds Management (NZ) Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Lakeview Holdings Limited
Body corporate
New Zealand
New Zealand
100%
Centuria Property Holdco Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Ashburton Central) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Building A Graham Street) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Building B Graham Street) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Hugo Johnston Drive) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Peachgrove Road) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Shands Road) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (Sir William Pickering Drive) Limited
Body corporate
New Zealand
New Zealand
100%
CFM GP (VAF 2) Limited
Body corporate
New Zealand
New Zealand
100%
CFM LP Limited
Body corporate
New Zealand
New Zealand
100%
Courtenay St Equities Limited
Body corporate
New Zealand
New Zealand
100%
Evans Road Limited
Body corporate
New Zealand
New Zealand
100%
Manukau Rd Equities Limited
Body corporate
New Zealand
New Zealand
100%
Ronwood Ave Equities Limited
Body corporate
New Zealand
New Zealand
100%
Te Rapa Rd Nominees Limited
Body corporate
New Zealand
New Zealand
100%
Vickery Street Nominees Limited
Body corporate
New Zealand
New Zealand
100%
1. As a trustee of a trust within the consolidated Group.
Centuria Capital Group Notes to the financial statements
Notes to the financial statements Centuria Capital Group
189
188
Directors' declaration
In the opinion of the Directors' of Centuria Capital Limited:
a.
the consolidated financial statements and notes set out on pages 110 to 181 and the Remuneration
Report set out on pages 83 to 106 in the Directors' Report, are in accordance with the Corporations Act
2001, including:
i.
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
ii.
giving a true and fair view of the Group's financial position as at 30 June 2024 and of its
performance for the financial year ended on that date.
b.
the Consolidated entity disclosure statement as at 30 June 2024 set out on pages 112 to 117 is true
and correct, and
c.
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they
become due and payable.
Note A1 confirms that the consolidated financial statements also comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Joint Chief Executive Officers and Chief Financial
Officer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of Directors.
Mr Garry S. Charny
Ms Joanne Dawson
Director
Director
Sydney
22 August 2024
UNLISTED: 132 BUSSELL HIGHWAY, MARGARET RIVER WA
Directors' declaration Centuria Capital Group
191
190
Centuria Capital Group Directors' declaration
Independent Auditor’s Report
To the stapled security holders of Centuria Capital Group
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Centuria Capital Group (the Stapled Group).
In our opinion, the accompanying Financial
Report of the Stapled Group gives a true and
fair view, including of the Stapled Group‘s
financial position as at 30 June 2024 and of its
financial performance for the year then ended,
in accordance with the Corporations Act 2001,
and in compliance with Australian Accounting
Standards and the Corporations Regulations
2001.
The Financial Report of the Stapled Group
comprises:
Consolidated statement of financial position as
at 30 June 2024
Consolidated statement of comprehensive
income, Consolidated statement of changes in
equity, and Consolidated statement of cash
flows for the year then ended
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30
June 2024
Notes, including material accounting policies
Directors’ Declaration.
The Stapled Group consists of the Centuria
Capital Limited and the entities it controlled at the
year-end or from time to time during the financial
year and Centuria Capital Fund and the entities it
controlled at the year-end or from time to time
during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Stapled Group, Centuria Capital Limited and Centuria Funds Management
Limited (as Responsible Entity for Centuria Capital Fund) in accordance with the Corporations Act
2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other
ethical responsibilities in accordance with these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited
by a scheme approved under Professional Standards Legislation.
Independent Auditor's report
Key Audit Matters
The Key Audit Matters we identified for the
Stapled Group are:
Acquisition accounting;
Recognition of performance fee income;
and
Recoverable amount of goodwill and
indefinite life management right.
Key Audit Matters are those matters that, in our
professional judgement, were of most significance
in our audit of the Financial Report of the current
period.
These matters were addressed in the context of
our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Acquisition accounting
Refer to Note E2 to the Financial Report
The key audit matter
How the matter was addressed in our audit
On 10 April 2024, the Stapled Group has
increased its stake in Centuria Bass Credit Pty
Ltd to 80% by acquiring an additional 30% of
the company for a consideration of $57m,
resulting in the recognition of financial assets,
financial liabilities, management rights as an
intangible asset, and goodwill.
This transaction is considered to be a key audit
matter due to the:
Size of the acquisition having a significant
impact on the Stapled Group’s consolidated
financial statements;
Stapled Group’s judgement and complexity
relating to the determination of the fair
values of assets and liabilities acquired in
the acquisition requiring significant audit
effort. The Stapled Group engaged external
valuation experts to assess the fair value of
certain assets including the value of
identifiable intangible assets (e.g.
management rights);
Stapled Group’s valuation model used to
determine the fair value of acquired
intangibles assets is complex and sensitive
to changes in a number of key assumptions.
This drives additional audit effort specifically
on the feasibility of these key assumptions
and consistency of application to the
Stapled Group’s strategy.
In performing our procedures, we:
Evaluated the acquisition accounting by the
Stapled Group against the requirements of the
accounting standards;
Read the underlying transaction agreements to
understand the terms of the acquisition and
nature of the assets and liabilities acquired;
Assessed the accuracy of the calculation and
measurement of consideration paid to acquire
Centuria Capital Bass Credit Pty Ltd based on
the underlying transaction agreements and the
Stapled Group’s bank statements;
Evaluated the valuation methodology used to
determine the fair value of assets and liabilities
acquired, considering accounting standard
requirements and observed industry practices;
Worked with our valuation specialist to assess
the key assumptions in the Stapled Group’s
external valuation expert report prepared in
relation to the identification and valuation of
intangible assets (e.g. management rights)
including:
checking forecast earnings assumptions
for consistency with the Stapled Group’s
valuation model used as part of the pre-
acquisition due diligence process;
independently developing a discount rate
range considered comparable using
Centuria Capital Group Independent Auditor's report
Independent Auditor's report Centuria Capital Group
193
192
The key assumptions we focused on in the
valuations of intangible assets included forecast
earnings and discount rates.
We involved our valuation specialists to
supplement our senior audit team members in
assessing this key audit matter.
publicly available market data for
comparable entities, adjusted by risk
factors specific to the Stapled Group and
the industry it operates in.
Recalculated the goodwill balance recognised
as a result of the transaction and compared it
to the goodwill amount recorded by the
Stapled Group; and
Assessed the adequacy of disclosures in the
financial report using our understanding
obtained from our testing and against the
requirements of the accounting standard.
Recognition of performance fee income ($6.0m)
Refer to Note B2 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Stapled Group, in its capacity as a property
fund manager, receives performance fees
where the managed property fund outperforms
a set internal rate of return benchmark (hurdle
rate). Performance fees are recognised by the
Stapled Group when they are deemed to be
highly probable and the amount of the
performance fees will not result in a significant
reversal in future periods.
Recognition of performance fee income is a key
audit matter due to the significant judgement
exercised by us to assess the amount of
performance fee income estimated by the
Stapled Group. The key assumptions impacting
the amount of performance fee income are
subject to estimation uncertainty, bias and
inconsistent application. This increases the risk
of inaccurate forecasts or a wider range of
possible outcomes for us to consider. Increased
time and effort is spent by the audit team in
assessing these key assumptions.
We focused on the following key assumptions
made by the Stapled Group in estimating the
amount of performance fee income including:
Fair value of underlying properties held –
The valuation of investment properties
contains assumptions with estimation
uncertainty such as expected capitalisation
rates and market rental yields. This leads to
In performing our procedures, we:
Inspected a sample of the Stapled Group’s
agreements with managed property funds to
understand the key terms related to
performance fees, including hurdle rates;
Evaluated the Stapled Group’s accounting
policies regarding the recognition of
performance fee income against accounting
standard requirements. This included
assessing the Stapled Group’s policies for
constraining performance fee income and
valuing investment properties against
accounting standard requirements;
Assessed the scope, competence and
objectivity of the investment property valuers
to fair value the underlying investment
properties held by the funds;
Obtained a sample of the investment property
valuations and challenged key property fair
value assumptions such as capitalisation rates
and market rental yields. To do this, we used
market analysis published by industry experts,
recent market transactions, historical
performance of the underlying investment
properties and our industry experience, taking
into account asset classes, geographies and
characteristics of individual investment
properties. We assessed the valuation
methodology used against accounting standard
additional audit effort for us to assess the
differing assumptions based on asset
classes, geographies and characteristics of
individual investment properties.
Forecast fund end date – The fund end date
impacts the level of returns that can be
achieved over the course of the fund’s life
and may change depending on the Stapled
Group’s strategy.
Constraint – This is impacted by the Stapled
Group’s expectations of how much of the
performance fee is highly probable of being
received with reference to the remaining
tenure of the fund in accordance with
accounting standard requirements.
requirements and industry practice;
Assessed the Stapled Group’s determination
of the forecast fund end date against a sample
of the underlying managed property fund
agreements, the Stapled Group’s fund strategy
and history of extending fund term end dates;
Recalculated a sample of the Stapled Group’s
performance fee income based on hurdles in
the underlying performance fee agreements
with managed property funds and compared to
the performance fee income recorded in the
Stapled Group’s general ledger;
Challenged the constraints applied by the
Stapled Group. We used our knowledge of the
Stapled Group, their past performance,
business, and our industry experience to
inform our expectations of current and forecast
property fund performance and likelihood of
performance fees being received; and
Assessed the appropriateness of disclosures in
the Financial Report, using our understanding
obtained from our testing and against the
requirements of the accounting standards.
Recoverable amount of goodwill and indefinite life management rights ($1,062.8m)
Refer to Note C6 to the Financial Report
The key audit matter
How the matter was addressed in our audit
A key audit matter is the Stapled Group’s
testing of goodwill and indefinite life
management rights for impairment, given the
size of the balance (being 31% of total assets).
We focused on the significant forward-looking
assumptions the Stapled Group applied in their
value in use models, including:
Forecast operating cash flows (including
revenue and expenses), growth rates and
terminal growth rates – The Stapled Group’s
models are sensitive to changes in these
assumptions, which may reduce available
headroom. This drives additional audit effort
specific to their feasibility and consistency
of application to the Stapled Group’s
strategy.
Discount rate – This is complicated in nature
and varies according to the conditions and
In performing our procedures, we:
Considered the Stapled Group’s determination
of its CGUs based on our understanding of the
Stapled Group’s business, and how
independent cash inflows were generated
against the requirements of the accounting
standards;
Analysed the Stapled Group’s internal
reporting to assess their monitoring and
management of activities, and the consistency
of the allocation of goodwill to CGUs;
Considered the appropriateness of the value in
use method applied by the Stapled Group, to
perform its impairment test of goodwill and
indefinite life management rights against the
requirements of the accounting standards;
Assessed the integrity of the value in use
models used, including the accuracy of the
Centuria Capital Group Independent Auditor's report
Independent Auditor's report Centuria Capital Group
195
194
environment the specific Cash Generating
Unit (CGU) is subject to from time to time.
The Stapled Group’s modelling is highly
sensitive to changes in the discount rate.
We exercised significant judgement in
assessing the value in use estimated by the
Stapled Group. The key assumptions impacting
the value in use are subject to estimation
uncertainty and bias. This increases the risk of
inaccurate forecasts or a wider range of
possible outcomes for us to consider.
Increased time and effort is spent by the audit
team in assessing these key assumptions.
We involved our valuation specialists to
supplement our senior audit team members in
assessing this key audit matter.
underlying calculation formulas;
Assessed the accuracy of previous Stapled
Group forecasts to inform our evaluation of
forecasts incorporated in the models;
Compared the cash flows, including revenue
and expenses contained in the value in use
models to the Board approved forecast;
Challenged the Stapled Group’s significant
forecast cash flow and growth assumptions
by:
-
Assessing baseline cash flows, including
revenue and expenses by comparing to
actual historic cash flows and key events
to the Board approved plan and strategy;
-
With the assistance of our valuation
specialists, comparing growth rates and
terminal growth rates to published studies
of industry trends and expectations, and
considered differences to the Stapled
Group’s operations. We used our
knowledge of the Stapled Group, their
past performance, business and
customers, and our industry experience;
and
-
Checking the consistency of the forecast
growth rates to the Stapled Group’s
stated plan and strategy, past
performance of the Stapled Group and our
experience regarding the feasibility of
these in the economic environment in
which they operate.
Worked with our valuation specialists to
independently develop a discount rate range
considering publicly available market data for
comparable entities, adjusted by risk factors
specific to the Stapled Group and the industry
it operates in;
Considered the sensitivity of the models by
varying key assumptions, such as forecast
growth rates, terminal growth rates and
discount rates, within a reasonably possible
range. We considered the interdependencies
of key assumptions when performing the
sensitivity analysis and what the Stapled Group
consider to be reasonably possible. We did this
to identify those assumptions at higher risk of
bias or inconsistency in application and to
focus our further procedures;
Assessed the disclosures in the financial report
using our understanding obtained from our
testing and against the requirements of the
accounting standards.
Other Information
Other Information is financial and non-financial information in Centuria Capital Group’s annual report
which is provided in addition to the Financial Report and the Auditor's Report. The Directors of
Centuria Capital Limited are responsible for the Other Information.
The Other Information we obtained prior to the date of this Auditor’s Report was the Directors’
Report, Remuneration Report, the Stock Exchange Appendix 4E and Additional stock exchange
information. Other than these items, the remaining other information included in the Centuria Capital
Group Annual Report is expected to be made available to us after the date of the Auditor’s Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
and will not express an audit opinion or any form of assurance conclusion thereon, with the exception
of the Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Stapled Group, and in
compliance with Australian Accounting Standards and the Corporations Regulations 2001;
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Stapled Group, and that is free from material
misstatement, whether due to fraud or error; and
assessing the Stapled Group’s ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Stapled Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
Centuria Capital Group Independent Auditor's report
Independent Auditor's report Centuria Capital Group
197
196
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditor’s Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of
Centuria Capital Limited for the year ended 30
June 2024, complies with Section 300A of the
Corporations Act 2001.
Directors’ responsibilities
The Directors of Centuria Capital Limited are
responsible for the preparation and presentation of
the Remuneration Report in accordance with
Section 300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report
included in pages 82 to 106 of the Directors’
report for the year ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit
conducted in accordance with Australian Auditing
Standards.
KPMG
Paul Thomas
Partner
Sydney
22 August 2024
Corporate governance statement
The Corporate Governance Statement for CNI is available on the Centuria
website at centuria.com.au/centuria-capital/corporate/governance.
UNLISTED: SPRINGWOOD HEALTH HUB, 4 PAXTON ST, SPRINGWOOD QLD
Centuria Capital Group Independent Auditor's report
Corporate governance statement Centuria Capital Group
199
198
Additional stock exchange information
The securityholder information set out below was applicable as at 30 July 2024.
Distribution of securities
Analysis of numbers of securityholders by size of holding:
Holding
Number of
holders
Number of
securities
1 - 1000
2,178
1,019,002
1,001 - 5,000
4,504
11,468,614
5,001 - 10,000
1,463
10,532,654
10,001 - 100,000
1,753
47,494,513
100,001 and over
205
753,444,802
10,103
823,959,585
As at 30 July 2024, there were 803 holdings of less than a marketable parcel (less than $500 in value or 301 number of
shares based on the market price of $1.66 per share) which is less than 0.082% of the total holding of ordinary shares.
Top 20 securityholders
The names of the twenty largest holders of securities are listed below:
Number held
Percentage
of issued
securities
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
199,910,209
24.26
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
157,467,571
19.11
CITICORP NOMINEES PTY LIMITED
84,807,034
10.29
PENTEK HOLDINGS PTY LTD
32,862,905
3.99
CIRCLESTAR PTY LTD
28,377,402
3.44
NETWEALTH INVESTMENTS LIMITED
26,633,787
3.23
NATIONAL NOMINEES LIMITED
18,129,617
2.20
MR PETER KARL CHRISTOPHER HULJICH & MR JOHN HAMISH BONSHAW IRVING
16,566,486
2.01
TOPSFIELD PTY LTD
15,826,336
1.92
BNP PARIBAS NOMINEES PTY LTD
15,260,583
1.85
MR C P HULJICH & MRS C M F HULJICH & P K C HULJICH
14,890,525
1.81
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED >
11,202,338
1.36
BNP PARIBAS NOMS PTY LTD
9,836,607
1.19
CITICORP NOMINEES PTY LIMITED
8,378,987
1.02
PARITAI PTY LIMITED
6,192,811
0.75
HWM (NZ) HOLDINGS LIMITED
5,552,970
0.67
MR JASON TIMOTHY KILGOUR & MR VAUGHAN CHARLES ATKIN
5,117,517
0.62
GBNF PTY LIMITED
4,992,540
0.61
RESOLUTE FUNDS MANAGEMENT
4,344,364
0.53
MR PAT REDPATH O'CONNOR
4,000,000
0.49
670,350,589
81.36
Substantial holders
Substantial holders in the Group are set out below as at 30 July 2024.
Number held
Percentage
The Vanguard Group, Inc.
76,303,304
9.48%
Yarra Capital Management Limited
40,505,979
5.03%
116,809,283
14.51%
Voting rights
All ordinary securities carry one vote per security without restriction.
Centuria Capital Group Additional stock exchange information
Additional stock exchange information Centuria Capital Group
201
200
202
Centuria Capital Group Corporate directory
Corporate directory
Contact us
Unitholder Inquiries
Centuria Investor Services
GPO Box 3993
Sydney NSW 2000
T. 1800 182 257
Mail to
Centuria Capital Limited
Level 41, Chifley Tower,
2 Chifley Square
SYDNEY NSW 2000
Centuria Head Office
Level 41, Chifley Tower,
2 Chifley Square
SYDNEY NSW 2000
T. (02) 8923 8923
F. (02) 9460 2960
contactus@centuria.com.au
Group Chief Risk Officer
and Company Secretary
Anna Kovarik
Level 41, Chifley Tower,
2 Chifley Square
SYDNEY NSW 2000
T. (02) 8923 8923
F. (02) 9460 2960
Disclaimer
Centuria Property Funds Limited (ABN 11 086 553 639, AFSL 231149) (CPFL) is the
Responsible Entity of Centuria Office REIT (ARSN 124 364 718) (COF).
This report has been prepared for general information purposes only. It is not a product
disclosure statement, pathfinder document or any other disclosure document for the
purposes of the Corporations Act and has not been, and is not required to be, lodged
with the Australian Securities & Investments Commission.
The information contained in this report does not constitute financial product advice.
Before making an investment decision, the recipient should consider its own financial
situation, objectives and needs, and conduct its own independent investigation and
assessment of the contents of this report, including obtaining investment, legal, tax,
accounting and such other advice as it considers necessary or appropriate.
This report may contain forward-looking statements, guidance, forecasts, estimates,
prospects, projections or statements in relation to future matters (Forward
Statements). Forward Statements can generally be identified by the use of forward
looking words such as 'anticipate', 'estimates', 'will', 'should', 'could', 'may', 'expects',
'plans', 'forecast', 'target' or similar expressions. Forward Statements including
indications, guidance or outlook on future revenues, distributions or financial position
and performance or return or growth in underlying investments are provided as a
general guide only and should not be relied upon as an indication or guarantee of
future performance. Past performance is not a reliable indicator of future performance.
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If you have any questions, please contact Centuria Investor Services on 1800 182 257.
203
Centuria Capital Group
LISTED: 818 BOURKE ST, DOCKLANDS VIC
204
centuria.com.au