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6
ANNUAL REPORT
2015/2016
HIGHLIGHTS
STRATEGY
PORTFOLIO
CHAIRMAN’S REPORT
MANAGING DIRECTOR’S REPORT
INVESTMENT PARTNERS
THE YEAR IN REVIEW
SUSTAINABILITY
BOARD OF DIRECTORS
SENIOR EXECUTIVES
CORPORATE GOVERNANCE
DIRECTORS' REPORT
FINANCIAL STATEMENTS
IMPORTANT INFORMATION
National Storage Holdings Limited ACN 166 572 845 (“NSH” or the “Company”)
National Storage Property Trust ARSN 101 227 712 (“NSPT”)
together form the stapled entity National Storage REIT (“NSR” or the “Consolidated Group”)
Responsible Entity of NSPT
National Storage Financial Services Limited (NSFL)
ACN 600 787 246 AFSL 475 228
Level 1, 10 Felix Street, Brisbane QLD 4000
DISCLAIMER
This is the Annual Report for National Storage REIT which comprises the combined assets and operations of National Storage Holdings Limited (ACN 166 572 845) (“NSH”)
and the National Storage Property Trust (ARSN 101 227 712) (“NSPT”). This report has been prepared by NSH and NSFL (ACN 600 787 246 AFSL 475 228) as responsible entity
for NSPT. National Storage REIT (ASX: NSR) currently has stapled securities on issue on the Australian Securities Exchange (“ASX”) each comprising one unit in NSPT and one
ordinary share in NSH.
The information contained in this report should not be taken as financial product advice and has been prepared as general information only without consideration of
your particular investment objectives, financial circumstances or particular needs. This report is not an invitation, offer or recommendation (express or implied) to apply for
or purchase or take any other action in respect of Stapled Securities.
This report contains forward-looking statements and forecasts, including statements regarding future earnings and distributions. These forward-looking statements and
forecasts are not guarantees of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control
of NSH and/or NSFL, and which may cause actual results or performance to differ materially from those expressed or implied by the forward-looking statements and
forecasts contained in this report.
No representation is made that any of these statements or forecasts will come to pass or that any forecast result will be achieved. Similarly, no representation is given
that the assumptions upon which forward-looking statements and forecasts may be based are reasonable. These forward-looking statements and forecasts are based
on information available to NSH and/or NSFL as of the date of this report. Except as required by law or regulation (including the ASX Listing Rules) each of NSH and NSFL
undertake no obligation to update or revise these forward-looking statements or forecasts.
Certain financial information in this report is prepared on a different basis to the Financial Report, which is prepared in accordance with Australian Accounting Standards.
Any additional financial information in this report which is not included in the Financial Report was not subject to independent audit or review by Ernst & Young.
TABLE OF CONTENTS
TABLE OF CONTENTS
HIGHLIGHTS
STRATEGY
PORTFOLIO
CHAIRMAN’S REPORT
MANAGING DIRECTOR’S REPORT
INVESTMENT PARTNERS
THE YEAR IN REVIEW
SUSTAINABILITY
BOARD OF DIRECTORS
SENIOR EXECUTIVES
CORPORATE GOVERNANCE
DIRECTORS' REPORT
FINANCIAL STATEMENTS
6
10
12
16
18
20
22
26
28
32
34
36
61
3
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 OVERVIEW
National Storage is one of Australasia’s largest
self-storage providers, tailoring self-storage
solutions to residential and commercial customers
at more than 100 storage centres across Australia
and New Zealand.
National Storage REIT is the only sector-specific,
publicly listed, fully integrated, owner and operator
of self-storage centres in Australasia.
OVERVIEW
5
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 FY16 HIGHLIGHTS
Financial
$44.0m
A-IFRS profit after tax
for FY16
Gearing at
38%
reducing to 34% post
August transactions
including Southern Cross
$666m
NSR portfolio valuation
growing to $959 million
post Southern Cross
transaction
30%
increase in total assets
under management
Debt tenor
extended to
5.0 years
Underlying earnings
for FY16 of
$29.2m
Net Tangible Assets
per stapled security
at 30 June 2016
$1.14
At 30 June 2016:
HIGHLIGHTS
Operational
105
centres
25%
increase in total
storage units
(excluding Southern Cross)
31%
increase in total net
lettable area
(excluding Southern Cross)
75%
portfolio occupancy
(excluding NZ and developing centres)
$285
rate per sqm
(excluding NZ and
developing centres)
23
acquisitions
(excluding Southern Cross
and developing centres)
More than
59,000
storage units
7
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 FY16 HIGHLIGHTS
Southern Cross
Transaction
Contracted to acquire
Southern Cross portfolio of 26
centres for net consideration
of $285 million
Highly complementary to
NSR’s existing property portfolio
and already integrated into
the NSR platform
Consistent with NSR’s
growth strategy
Further potential to unlock value
as centres continue to mature,
with potential for upside from
further expansion / development
or redevelopment and portfolio
recycling of some assets
Secures ownership of
strategically important assets
and expands property base,
underpinning NSR’s strong
market position
At 30 June 2016:
HIGHLIGHTS
9
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 STRATEGY
NSR’s objective is to deliver investors a
stable and growing income stream from
a diversified portfolio of high quality self-
storage assets and to drive income and
capital growth through active asset and
portfolio management.
Acquisitions
• execute high quality accretive
acquisitions in a fragmented industry
Asset
Management
• achieve organic growth through
proactive management of rate and
occupancy to drive overall revenue growth
• leverage management platform and
economies of scale to extract value
• drive cost efficiencies across the portfolio
Portfolio,
Development
& Centre Management
• focus on development activities
in key markets
• align with investment partners to
execute development opportunities
• generate fees from site identification,
design, development, project
management, administration and
ongoing management activities
• undertake portfolio recycling
opportunities to maximise value
STRATEGY
Product &
Innovation
• explore market opportunities for
revenue generation
• focus on digital transformation
• drive brand awareness
Develop multiple revenue
streams to maximise returns
Portfolio,
Development
& Centre Management
Capital
Management
• maintain an efficient capital structure
• effective risk management including
interest rate and refinancing risk
11
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 DARWIN
1
CENTRE
PORTFOLIO
UNDER MANAGEMENT
PERTH
19
CENTRES
LOCATION
North Queensland
Sunshine Coast
Gold Coast
Brisbane
Sydney
Canberra
Melbourne
Geelong
Adelaide
Hobart
Perth
Darwin
Christchurch
Hamilton
Wellington
TOTAL
ADELAIDE
6
CENTRES
CENTRES
NSR PORTFOLIO
NLA (sqm)
TOTAL NLA
(sqm)
3
4
3
15
14
4
23
2
6
3
19
1
5
1
2
30,200
-
3,000
48,500
48,100
27,500
90,400
8,600
33,600
-
70,400
6,000
17,800
5,300
8,100
30,200
19,300
16,500
78,000
69,800
27,500
116,400
8,600
33,600
10,200
94,400
6,000
17,800
5,300
8,100
105
397,500
541,700
As as 26 August 2015
*Total including managed centres and Southern Cross
PORTFOLIO
NORTH QUEENSLAND
3
CENTRES
SUNSHINE COAST
4
CENTRES
BRISBANE
15
CENTRES
GOLD COAST
3
CENTRES
SYDNEY
14
CENTRES
CANBERRA
4
CENTRES
HAMILTON
1
CENTRE
MELBOURNE
23
CENTRES
HOBART
3
CENTRES
GEELONG
2
CENTRES
WELLINGTON
2
CENTRES
5
CENTRES
CHRISTCHURCH
13
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 PORTFOLIO STATISTICS
PORTFOLIO DIVERSIFICATION
Current NSR by NLA
Southern Cross Portfolio by NLA
8%
1%
20%
8%
18%
10%
15%
13%
10%
7%
26%
15%
49%
Queensland
New South Wales
Australian Capital Territory
Victoria
South Australia
Western Australia
Northern Territory
New Zealand
Queensland
New South Wales
Victoria
Western Australia
Tasmania
PORTFOLIO COMPOSITION
NUMBER OF CENTRES
PORTFOLIO BY VALUATION
NSR Freehold
NSR Leasehold
Southern Cross
Managed for third party owner
TOTAL
60
16
26
3
105
• NSR Portfolio Value $666 million
Weighted Average Cap Rate 8.3%
• Pro-forma NSR Portfolio Value post Southern Cross
acquisitions $959 million
PORTFOLIO STATISTICS
Southern Cross Portfolio by NLA
Combined Pro-Forma Portfolio post-settlement by NLA
1%
6%
2%
17%
7%
28%
11%
23%
5%
Queensland
New South Wales
Australian Capital Territory
Victoria
South Australia
Western Australia
Tasmania
Northern Territory
New Zealand
NSR Portfolio
Southern Cross Portfolio
Combined Portfolio
NZ 5%
NT 2%
QLD 5%
TAS 7%
WA 10%
SA 8%
NSW 14%
WA 17%
NT 1%
TAS 2%
WA 12%
NZ 3%
QLD 23%
QLD 41%
SA 6%
VIC 13%
NSW 17%
VIC 38%
ACT 7%
NSW 22%
VIC 31%
ACT 5%
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016
15
CHAIRMAN'S
REPORT
On behalf of the Board, I am pleased to present the National Storage
REIT 2016 Annual Report.
Our FY16 results underscore the most active year in our history. A
disciplined approach to executing our acquisition strategy and our
continued focus on proactive asset management has delivered strong
growth in what has been a transformational year for NSR.
This growth is illustrated by a 25% increase in total revenue to $79.8 million,
producing underlying earnings of $29.2 million, in line with guidance.
The acquisition of a further 23 centres builds on the success of previous
years and strengthens the National Storage operating platform. National
Storage now tailors storage solutions to customers occupying over 38,000
storage units at 105 centres across Australia and New Zealand, making
NSR the largest owner-operator in Australasia.
In June 2016 we set out to secure ownership of the strategically
important Southern Cross portfolio of 26 storage centres operated
by National Storage, in which National Storage already holds a 10%
interest. The fully underwritten $260 million equity raising comprised
an over-subscribed institutional placement where we welcomed
support from new and existing institutional investors, together with
an accelerated non-renounceable entitlement offer which was well
received by our existing investor base. This transaction strengthens our
position as a market leader and will see total assets approach $1 billion
upon settlement, expected in August 2016.
"Our FY16 results
underscore the most
active year in our history."
Throughout FY16 we have maintained a balanced approach to driving rate per square metre and occupancy
growth, with a focus on overall revenue growth. Rental rates have remained steady as we delivered a 3%
increase in occupancy and we will maintain our sharp management focus on occupancy growth into FY17.
We have reinforced our prudential approach to capital management with a significant debt refinancing
which delivered longer duration funding and improved covenants. A reduction in gearing to approximately
34% is expected upon settlement of the Southern Cross transaction. Our strong balance sheet provides
capacity and flexibility to pursue our active acquisition pipeline and deliver our growth strategy.
Both institutional and retail investors continue to show interest in our sector specific integrated property trust
and operating business model.
The Board is confident National Storage is well placed to continue the success of the past year, with the senior
executive team focused on driving growth across the business and developing multiple revenue streams to
deliver reliable and growing returns for our investors.
I would like to thank the Board, senior executive and all staff for their continued commitment to the success of
National Storage. To our customers, thank you for entrusting the National Storage team to provide your storage
solution, and to our valued investors we thank you for your continued support.
Yours sincerely
Laurence Brindle
Chairman
CHAIRMAN'S REPORT
17
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 MANAGING DIRECTOR'S
REPORT
FY16 was a transformative year for National Storage REIT as we focused
on the delivery of a number of our strategic objectives including:
• Organic growth;
• Growth via acquisition;
• Execution of development opportunities;
• Securing the strategically important Southern Cross Storage
portfolio; and
• Risk mitigation via enhanced capital management.
Overall growth in these areas has been positively reflected in our key
operating metrics with:
• Total portfolio occupancy growth (excluding developing
centres and New Zealand) from 72% to 75%, a strong result given a
number of challenging local markets around Australia;
• Total revenue growth of 25% from $63.7 million to $79.8 million;
• Underlying earnings growth of 20% from $24.3 million to $29.2 million;
• Growth in total assets from $740 million to
$959 million; and
• Growth in total centres operated from 82 to 105, an increase of 28%.
We have centred our business strategies on enhancing securityholder value, with a strong focus on:
IMPROVEMENTS IN OCCUPANCY GROWTH
Pleasingly, a strong focus on staff training, the introduction of an advanced new revenue management
system and improvements in a number of other key operational and marketing areas have positively
impacted on growth in occupancy across NSR.
We have grown occupancy in many centres across various states to levels in excess of 80%, with the previous
economic weakness seen in the Perth and Adelaide markets having stabilised, leading to modest recent
improvements in these areas. We are fully focused on continuing this growth into FY17.
ONGOING INDIVIDUAL CENTRE ACQUISITIONS
NSR has experienced its most active year of acquisitions to date, with 23 acquisitions announced in FY16,
totalling $145 million. This equates to approximately one acquisition every two weeks, illustrating the full
engagement of our legal, acquisition and integration teams. To their credit all acquisitions have proceeded
as planned and the assets have integrated seamlessly into the NSR portfolio.
Our focus into FY17 continues to be on high quality accretive acquisitions in existing capital cities and a limited
number of new target markets around Australia and New Zealand. The acquisition of a new purpose built
centre in Darwin added a key element to the expansion of our “National” Australian footprint which now sees
National Storage centres in every state and territory of Australia. I am pleased to confirm our New Zealand
footprint continues to grow with eight centres across Wellington, Christchurch and Hamilton.
GROWTH IN ANCILLARY REVENUE STREAMS
NSR continues to work with local partners to expand its ancillary revenue streams in areas such as wine
storage and management, insurance, packaging sales, trailer hire and mini logistics solutions. Revenue from
these areas increased by 27% in FY16 and provides a solid platform for continued future growth.
MANAGING DIRECTOR'S REPORT
In addition, the establishment of our Australian
Financial Services Licence, via National Storage
Financial Services Limited, provides the opportunity
to grow ancillary revenue streams from the
internalisation of this previously externalised cost and
potential for future business expansion.
DEVELOPMENT, PROJECT MANAGEMENT AND
MANAGEMENT ACTIVITIES
The work undertaken to establish two new joint
venture arrangements has seen these ventures
successfully undertake construction work in respect
of multiple new storage centres – including those
at Carrara, Albion and Kelvin Grove in Queensland
as well as Butler and in the Perth Airport precinct in
Western Australia. Once completed these centres
will be branded and operated as National Storage
centres, with fees also generated from our role
in assisting in the design, development, project
management and the ongoing operational and
financial management of these centres.
NSR has rights to acquire these centres at various
times post construction and in some cases once
stabilised occupancy has been achieved. The
construction and operation of these new centres will
add further critical mass to our operations, boosting
the already significant economies of scale we enjoy,
as well as providing a strong long term pipeline of
potential high quality acquisitions.
ACQUISITION OF THE SOUTHERN CROSS STORAGE
PORTFOLIO
The acquisition of the 26 storage assets comprising
the Southern Cross Storage portfolio will be
transformative for NSR. This acquisition will bring
231,000 square metres of gross land area in key
locations to NSR’s ownership along with over 13,000
storage units with a combined net lettable area of
over 126,000 square metres. The current operating
metrics provide accretion in earnings along with
considerable opportunity for future growth. The
Southern Cross Storage assets have an independent
portfolio valuation of $293 million based on a
portfolio capitalisation rate of 8.3%, with a forecast
operating yield in FY17 of 6%. This acquisition involves
minimal integration cost and limited risk, given
these centres already form part of, and are fully
integrated into, the NSR operating platform. The
Southern Cross acquisition significantly enhances
NSR’s geographic ownership spread of properties
and improves our portfolio diversification as well
as providing potential for ongoing value accretion
as the portfolio continues to mature. Ownership
of these assets affords NSR control of the portfolio
which creates opportunities for further development,
redevelopment and portfolio recycling.
CAPITAL MANAGEMENT STRATEGY
In conjunction with the proposed Southern Cross
Storage acquisition in June 2016, we announced
a successful renegotiation of our debt facilities,
increasing limits by circa $130 million to $424 million
and improving overall covenants, including
increasing gearing headroom to 55% (previously
50%). These renegotiated facilities now include a
new $100 million debt facility to assist in funding the
Southern Cross Storage acquisition.
In addition, we have doubled the weighted
average tenor of debt from 2.5 years to 5.0 years,
providing increased certainty on long term funding
arrangements. With an expanded target gearing
range of 25% to 40% (from 25% to 35%), we have
replenished the balance sheet and now have
approximately $120 million of balance sheet
acquisition capacity so we can continue to execute
our strategy of acquiring high quality, accretive
storage centres well into FY17.
BRAND AND CULTURE
The NSR brand will be viewed more than 70 million
times across Australia and New Zealand in 2016, as
part of our commitment to driving brand awareness
and development. This strategy is designed to
generate top-of-mind awareness as our prominent
yellow and black branding becomes synonymous
with high quality sporting, cultural, corporate and
charity brands across Australia and New Zealand.
The downstream impact of these activities includes
greater brand recognition, and brand loyalty driving
enquiry growth and increasing conversion rates.
At every level of our organisation our staff are
determined to achieve revenue growth through
increasing occupancy and rate per square metre.
At an individual centre level, our centre
management teams work tirelessly to achieve these
goals on a daily basis. I am deeply appreciative of
their efforts in this regard.
I am very grateful for the support of our stakeholders,
both internal and external, throughout FY16 and as
an organisation we remain committed to delivering
on the continued successful growth of National
Storage REIT in FY17, and well into the future.
Yours sincerely
Andrew Catsoulis
Managing Director
19
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 INVESTMENT PARTNERS
SOUTHERN CROSS PORTFOLIO
PERTH DEVELOPMENT PORTFOLIO
The Southern Cross Storage Group (Southern Cross) is
an unlisted joint venture between National Storage
and Heitman, a global real estate investment
manager. The Southern Cross portfolio comprises
26 storage centres which are operated by National
Storage, and in which NSR holds a 10% interest.
In June 2016, NSR announced the acquisition of the
Southern Cross portfolio for a net consideration of
$285 million. The transaction is expected to settle in
late August 2016.
This transaction secures the ownership of these
strategically important assets and will provide
NSR the opportunity to unlock further value as the
centres continue to mature as well as providing
future development, redevelopment and portfolio
recycling opportunities.
The Perth Development Portfolio is a construction
and management arrangement with one of Perth’s
leading self-storage construction companies, Parsons
Group. This venture reinforces the National Storage
brand as a prominent player in the Perth market.
Five sites in and around Perth have been identified
as part of the arrangement, whereby Parsons Group
constructs quality self-storage centres branded
National Storage. The arrangement will see some
centres acquired by NSR on completion and others
branded National Storage and managed day-to-
day by Parsons Group under the guidelines of the
National Storage operating platform.
In FY16 the partnership delivered centres at Jandakot
and Butler, which are currently operating as
managed centres.
INVESTMENT PARTNERS
AUSTRALIAN PRIME STORAGE FUND
NSR is a cornerstone investor in the Australian Prime
Storage Fund (APSF) with an equity interest of 24.9%.
APSF was established to facilitate the development
and ownership of premium self-storage centres in cities
around Australia. APSF focuses its activity in markets
where there is demand for a premium storage product,
developing new institutional grade assets with state-of-
the-art facilities and freehold tenure.
The strategy underpins APSF's mandate to maximise
absolute investment returns over the investment term.
NSR's involvement will serve to grow market share for
the National Storage brand. NSR provides assistance
and advice to the Fund on a range of matters
including site identification, selection and acquisition,
feasibility and input into design and development.
Three assets are currently under construction at
Carrara, Albion and Kelvin Grove in Queensland and
are scheduled to open during FY17.
The assets will be integrated onto the National Storage
operating platform and managed as part of the
National Storage portfolio. NSR holds certain rights to
purchase the assets upon termination of the Fund, or
earlier sale.
21
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 THE YEAR IN REVIEW
ASSET MANAGEMENT
The National Storage core product offering covers self-storage, business storage, hard stand/vehicle storage
and wine storage.
Occupancy across the total portfolio (excluding developing centres and New Zealand) increased to 75%,
up from 72% at 30 June 2015. FY16 saw an emphasis on operational focus shift towards occupancy growth,
with the implementation of an advanced multiple signal revenue management modelling system to deliver
efficiencies and enhance scalability across the operating platform. The total portfolio (excluding
developing centres) achieved a rate per square metre of $285 reflecting new pricing strategies and
promotional offers designed to drive occupancy.
A number of asset upgrades were undertaken across the period including office refurbishments and a
national signage upgrade project to enhance centre street appeal, a key driver of customer awareness
and storage selection.
Partnerships with ParcelPoint, Australia’s largest network of locations for parcel collection, and U-Haul, a
leading national trailer rental provider work to drive foot traffic and generate awareness of centres in local
areas. ParcelPoint delivered more than 10,000 parcels to National Storage centres in FY16, while U-Haul
rented more than 950 trailers at National Storage centres across Australia.
Ancillary income streams including packaging sales, insurance and vehicle/trailer hire increased by 27%
across FY16, with new strategies in place to propel growth into FY17.
THE YEAR IN REVIEW
ACQUISITIONS
FY16 has been the most acquisitive year in NSR’s history. National Storage has successfully transacted 23
acquisitions (excluding the Southern Cross portfolio) in FY16 and continues to pursue high quality acquisitions
across Australia and New Zealand.
The ability to acquire and integrate strategic accretive acquisitions is one of National Storage’s major
competitive advantages and a cornerstone of its growth strategy. This active growth strategy also strengthens
and scales the National Storage operating platform which drives efficiencies across the business.
CENTRE
Belfast, Opawa, Ferrymead,
Hornby & Redwood
Pymble, Camperdown & Seven Hills
Frankton
Earlville
Croydon South
Dee Why
Highett
Darwin
Gosford
South Wharf
Newtown & Hutt City
Edmonton1
Bayswater, Malaga & Welshpool 1
Butler (Leasehold)2
H
1
F
Y
1
6
H
2
F
Y
1
6
STATE
ANNOUNCEMENT
DATE
NLA
(sqm)
STORAGE
UNITS
PURCHASE
PRICE3
NSR PORTFOLIO NLA (sqm)
Christchurch (NZ)
August 2015
17,000
350,000
1,350
$21.9m (NZ$23.0m)
NSR PORTFOLIO NLA (sqm)
October 2015
13,600
1,400
$11.1m
New South Wales
350,000
Hamilton (NZ)
Queensland
300,000
Victoria
New South Wales
250,000
Victoria
Northern Territory
200,000
New South Wales
Victoria
Wellington (NZ)
150,000
Queensland
Western Australia
100,000
Western Australia
November 2015
300,000
November 2015
December 2015
250,000
December 2015
March 2016
200,000
April 2016
April 2016
150,000
May 2016
May 2016
May 2016
100,000
June 2016
June 2016
50,000
5,400
5,200
4,250
4,500
4,600
5,800
4,900
4,800
8,100
8,500
7,300
5,100
520
550
390
575
700
600
400
725
$7.0m (NZ$7.4m)
$9.9m
$4.7m
$3.2m
$17.0m
$10.8m
$7.2m
$12.5m
1,450
$23.8m (NZ$25.0m)
600
760
480
$7.1m
$9.0m
-
$145.3m4
$87.4m4
Total (since 1 July 2015) - 23 Centres
Total (since 1 January 2016) -11 Centres
50,000
99,050
10,500
49,100
5,715
NSR PORTFOLIO NLA (sqm)
0
0
Dec 13
Jun 14
Dec 14
Jun 15
Dec 13
Jun 14
Dec 14
Jun 15
Total
Occupied
Total
Occupied
Jun 14
Jun 15
Jun 16
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
Footnotes:
1. Edmonton, Bayswater, Malaga & Welshpool formed part of the equity raising acquisitions announced in June 2016. 2. Butler is part of the Perth Development
Portfolio, a greenfield development with option to acquire. 3. Excluding transaction costs. 4. Applying a NZD/AUD exchange rate of 1.05.
Occupied
Total
23
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 WINE ARK
Wine Ark, Australia’s largest provider of storage for
fine wine, houses over two million bottles across
16 centres for clients located in over 30 countries.
There are few other businesses in Australia with more
experience when it comes to storing and managing
premium wine.
A focus on growing key markets saw Wine Ark
acquire a Melbourne wine storage provider in FY16.
More than 75,000 bottles were transitioned into an
expanded wine storage area at National Storage
Brunswick under the care of the Wine Ark cellar
management team.
Wine Ark Alexandria launched a bespoke events
space in Sydney as part of a broader strategy
to grow the premium wine sales and managed
cellarage business. The success of the tasting events,
masterclasses and broader industry events Wine Ark
is championing contributed to a 27% increase in wine
sales during FY16.
THE YEAR IN REVIEW
MARKETING & CUSTOMER EXPERIENCE
Marketing activities throughout FY16 focused on
awareness, engagement and conversion across
a range of platforms to deliver growth across the
business.
Digital platforms continue to deliver a strong return
on investment with visits to the National Storage
website increasing by more than 25% over the year.
An information architecture upgrade was undertaken
to enable National Storage to nurture a digital
competitive advantage and capitalise on the shift
to digital across the storage landscape. Investment
continues into digital channels including search
engine optimisation and online advertising platforms
to drive brand awareness and deliver conversions.
Sponsorship played a major role in generating cost-
effective high level brand awareness for National
Storage, engaging fans across Australia and keeping
National Storage top-of-mind. In FY16, collectively the
National Storage brand was seen by TV audiences
of over 35 million, with forecasts for FY17 reaching 70
million, bringing category and brand awareness to a
number of capital city markets and sporting codes
across the country.
Customer experience remains paramount with referral
business generating more than 20% of enquiries
for storage. Over 800 reviews on independent
review websites are testament to positive customer
experiences which currently rank National Storage
8.8 out of 10.
25
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 SUSTAINABILITY
Our People
The National Storage Sustainability Project (NSSP)
was created to assess and evolve corporate social
responsibility impacts and approaches into a
comprehensive sustainability framework.
National Storage employs over 350 people across
Australia and New Zealand, fostering a family based
philosophy and culture centred on core values of
teamwork, care and excellence.
The National Storage values will underpin the
framework, with a strong emphasis on engagement
and empowerment. The framework development will
continue into FY17 with further detail to be provided
online as the project progresses.
A strong focus on learning and development in FY16
delivered a range of new training programs and
certificates, mentoring opportunities, leadership
development and teambuilding activities across all
staff levels. The health and wellness of the National
Storage workforce is paramount, so in addition to
existing workplace health and safety and employee
assistance programs, all staff have been invited to
participate in a wellness program designed to help
staff be the best version of themselves.
ALL STAFF
MANAGEMENT
SENIOR MANAGEMENT
48%
52%
53%
47%
55%
45%
Females
Males
Females
Males
Females
Males
Females
Males
THE YEAR IN REVIEW
Our Places
Community Spotlight
A key driver of the establishment of the NSSP was
the desire to improve the efficiency of the storage
portfolio. Storage assets generally present low
environmental impacts with minimal utility use given
the nature of the business. National Storage remains
committed to creating a sustainable future and
minimising its environmental footprint.
In addition to a number of lighting efficiency projects
underway, the broader sustainability review will
identify opportunities for efficiencies in energy
and water consumption across the portfolio. Any
efficiency projects undertaken will be assessed
on the basis of return on investment for both the
environment and our investors.
The centres currently under construction through the
Australian Prime Storage Fund feature a number of
efficiency measures including solar energy, water
recycling and advanced airflow technologies.
All National Storage centres play an active role in
recycling, with every centre equipped with recycling
bins or skips. The success of the National Storage
box-buy-back program is reflected in more than 25,000
branded boxes re-sold and re-used during FY16.
National Storage is committed to building a
sustainable supply chain. A number of key suppliers,
including a major packaging provider, clearly
demonstrate the same commitment and the NSSP
will further explore this area.
Our Community
Each National Storage centre plays an active role
in its local community and the broader business
is committed to maintaining socially responsible
business practices.
National Storage provides more than 1,200 sqm
of in-kind storage to local community groups and
charities across the country. National Storage is proud
to partner with a wide range of not-for-profit groups,
from national organisations like Ronald McDonald
House Charities Australia and RizeUp Australia through
to local Men’s Shed groups and sporting clubs.
Each centre has a local community engagement
budget which is used to further its presence in the
community and support local clubs, groups and
businesses. The majority of centres engage with their
local community by assisting sporting clubs and
schools in local catchment areas.
In May 2016 National Storage Collingwood donated
space for “shadow sites” as part of the Next Wave
Festival in Melbourne, bringing culture and community
together. Examining the relationship between artwork,
its documentation and viewing spaces, “shadow
sites” explored how art is understood both within and
outside the gallery.
What happens to artworks when they are hidden
from view, resting in the vaults of an archive? Inside a
commercial storage unit, a volcanic rock rests on light
sensitive paper, a single fluorescent bulb illuminates
a cement sculpture and a cast of a corrugated iron
wall is neatly folded in a corner, prudently waiting.
Fifteen minutes-walk away in a gallery space at the
Centre for Contemporary Photography, the artists’
documents and working processes are present, while
the artworks themselves inhabit the unusual surrounds
of National Storage Collingwood.
Curated by Samantha McCulloch (ZAF/VIC) &
Frances Wilkinson (VIC)
27
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 BOARD OF
DIRECTORS
Laurence Brindle
Anthony Keane
Independent Non-executive Chairman
BCom, BE (Hons), MBA
Independent Non-executive Director
BSc(Maths), Grad Dip Corp Fin
Laurence has extensive experience in funds
management, finance and investment. Until 2009
he was an executive with Queensland Investment
Corporation (QIC). During his twenty-one years with
QIC he served in various senior positions including
Head of Global Real Estate where he was responsible
for a portfolio of $9 billion. Laurence was also a
long term member of QIC’s Investment Strategy
Committee. He provides advice to a number of
investment institutions on real estate investment
and funds management matters. Laurence holds a
Bachelor of Engineering (Honours) and a Bachelor of
Commerce from the University of Queensland, and a
Master of Business Administration from Cass Business
School, London. He is a former Chairman of the
Shopping Centre Council of Australia and a former
director of Westfield Retail Trust and Scentre Group.
Laurence was appointed as the Non-executive
Chairman of Viva Energy REIT in July 2016.
Laurence serves on the NSR Audit and Risk
Committees and is Chairman of the Nomination and
Remuneration Committees.
Anthony is an experienced finance and business
executive with over 30 years background in corporate,
institutional, business and retail banking. Prior to
accepting his directorship with National Storage,
Anthony was most recently Head of Corporate
Banking Queensland for National Australia Bank and
was responsible for the bank’s relationships with large
privately owned and public listed companies across
a broad range of industries including manufacturing,
retail, wholesale, property, professional services,
technology, leisure and tourism, transport, mining
and associated services. Anthony has a Bachelor of
Science (Mathematics) from University of Adelaide
and a Graduate Diploma in Corporate Finance from
Swinburne. He is a Fellow of the Financial Services
Institute of Australasia, a Graduate of the Australian
Institute of Company Directors and a member of the
CEO Institute. He is a Director of Queensland Symphony
Orchestra Holdings Limited and an Independent
Non-executive director of Oncore Group Holdings Pty Ltd.
Anthony acts as Chairman of the Audit and Risk
Committees and is a member of the Nomination and
Remuneration Committees.
BOARD OF DIRECTORS
Howard Brenchley
Steven Leigh
Independent Non-executive Director
BEc
Independent Non-executive Director
Cert Practising Valuer, Grad Dip Proj Mgmt
Howard has nearly 30 years' involvement in
the Australian property industry, as an analyst,
investor and fund manager. Howard co-founded
Property Investment Research Pty Ltd (PIR) in 1989
which during the 1990s was considered a leading
researcher of both listed and unlisted property funds.
Howard is currently a non-executive director of
the ASX-listed APN Property Group Limited (APD)
and is also a non-executive director of APN Funds
Management Limited, responsible entity for
Generation Healthcare REIT and Industria REIT. He
is also a member of the Board of Advisors of the
Property Industry Foundation (Victoria) and Chair of
the Property Council of Australia's International and
Capital Markets Victorian Leaders Group.
Howard is a member of the Audit and Risk
Committees.
Steven Leigh joined QIC Global Real Estate in 1991
and was a key member of the senior executive team
that acquired and or created through development
a portfolio of high quality retail and commercial assets
in Australia, USA and the UK. Steven has had significant
experience in the wholesale funds management
business through various market cycles and conditions
and has a strong background in retail, commercial and
industrial property with a particular focus on shopping
centre acquisitions and redevelopments.
After time as the Managing Director of Trinity Limited,
and later Head of Australia for LaSalle Investment
Management, Steven re-joined QIC as Managing
Director QIC Global Real Estate in 2012 where he is
responsible for the group’s $12bn plus property portfolio.
Steven is a certified practising valuer and holds a
Graduate Diploma in Project Management from the
Queensland University of Technology. Steven is an
associate member of the Australian Property Institute.
Steven is a member of the Remuneration and
Nomination Committees.
29
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 Andrew Catsoulis
Managing Director
BA, LLB, Grad Dip Project Mgmt (Hons)
Andrew is a qualified lawyer who has been admitted
to the Supreme Court of Queensland and the High
Court of Australia. He has had extensive experience
in the fields of finance, commercial and property law
during his tenure at major law firms both in Australia
and overseas. He is also a qualified project manager
and has considerable property development
experience both within the storage industry and in
broader markets.
A founder of the original National Storage business,
he has over 20 years of specific self-storage industry
expertise including in the areas of acquisition,
development, integration and operation of
‘greenfield’ and developed self-storage centres.
Andrew was instrumental in the successful acquisition
and integration of the original portfolio and led the
company through the IPO.
BOARD OF DIRECTORS
31
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 Stuart Owen
Chief Financial Officer
BBus, CPA, GAICD
Patrick Rogers
General Counsel and Chief Risk Officer
LLB, BBus – Accty
Stuart joined National Storage in
late 2014, with extensive experience
in the energy sector in coal and
gas fired power generation. He
has held wide ranging finance and
commercial management roles,
including as Commercial Manager
for Energy Developments Limited.
Prior to this, Stuart was commercial
manager on the delivery of a multi-
site gas fired power generation
project and micro LNG plant.
He has significant experience
in project financing, mergers
and acquisitions and project
development. Stuart holds a
Bachelor of Business, is a Certified
Practising Accountant and is a
graduate of the Australian Institute
of Company Directors.
Patrick holds both legal and
accounting qualifications and
is admitted as a solicitor of the
Supreme Court of Queensland.
He has practiced as a solicitor for
over 18 years in both fields. During
his time in private practice, Patrick
has had significant experience in
corporate, property, commercial,
taxation and transactional work. In
addition to private practice, Patrick
held senior finance roles and was
the general counsel and company
secretary of the Super A-Mart
Group for over eight years where
he was extensively involved in the
operations of the company. Patrick
was appointed Chief Risk Officer of
National Storage REIT in June 2016,
in addition to his role as General
Counsel and a Company Secretary
of NSR.
SENIOR
EXECUTIVES
Peter Greer
Chief Operating Officer
Peter gained his experience over
15 years in the finance industry with
one of Australia’s largest banking
organisations. He developed
extensive experience in relation to
the self-storage industry, specifically
in the financing, operations and
development of self-storage
centres. Peter then transferred
these skills and has exclusively
worked in the self-storage industry
for the last 20 years with a focus
on commercial management,
strategic business planning and day-
to-day operational management.
He was one of the founding
shareholders of National Storage
and has worked side by side with
Andrew to grow the National
Storage business.
Peter is a former board member
of the Self Storage Association of
Australiasia, including a term as the
President of this body and a regular
speaker at the national SSAA
conference.
SENIOR EXECUTIVES
Claire Fidler
Makala Ffrench Castelli
Company Secretary
LLB (Honours) BBus (Intl Bus)
General Manager -
Marketing and Corporate
BBus (Marketing/E-Business), Grad Dip Arts
Makala has ten years’ experience
in corporate communications,
investor relations and marketing
communications. She has worked
with leading companies in the urban
development, property and finance
industries, including one of Australia's
major investment banks.
A range of roles across marketing,
customer experience, corporate
affairs and compliance have
afforded her commercial and
transactional experience in
property and funds management
environments. She joined National
Storage pre-IPO and oversees a
broad portfolio including retail
marketing, business innovation and
corporate affairs.
Makala holds a Bachelor of Business
(Marketing / E-Business) and a
Graduate Diploma in Arts.
Claire was appointed as the
principal company secretary of
National Storage on 26 November
2015. She holds legal and
international business qualifications
and is admitted as a solicitor of the
Supreme Court of Queensland.
Claire has over ten years’
experience in corporate and
commercial law in private practice,
having practiced in the litigation,
resources and corporate areas of
two large law firms. Prior to joining
National Storage, Claire spent four
and a half years as Corporate
Counsel and Company Secretary
at Rio Tinto Coal Australia. During
this time, in addition to providing
legal services to the business, she
was responsible for the corporate
governance and ASX compliance
of one of Rio Tinto’s listed subsidiaries
as well as managing the corporate
secretarial responsibilities of
approximately 60 subsidiaries within
the group and providing joint
venture support.
Claire has also worked in corporate
compliance with the Australian
Securities and Investments
Commission.
33
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 CORPORATE
GOVERNANCE
The boards of NSH and NSFSL are comprised of the
same members. NSR and the Responsible Entity have
their own constitutions. The relationship between
NSH and the Responsible Entity is governed by a
Cooperation Deed and Management Agreement that
facilitate common processes and governance for NSR.
Pursuant to the NSH Board Charter, it is the function of
the NSH Board to provide overall strategic guidance
and effective oversight of management of NSR.
GOVERNANCE FRAMEWORK
The NSH and Responsible Entity Boards and NSH
management are committed to achieving and
demonstrating to Securityholders high standards of
corporate governance and to ensure NSH acts in the
best interests of its Securityholders balanced with its
broader community obligations. To achieve this, the
NSH Board has created a framework for managing
National Storage Group including internal controls
and a business risk management process. The
governance system is reviewed during each year
by the Company Secretary and the Board to ensure
that it reflects changes in the law.
In its ongoing commitment to solid corporate
governance, NSR concluded its broad-scoped
enterprise risk project during FY16. NSR has
commenced rolling out the recommendations from
the project and expects this to be completed during
FY17.
The NSH Board’s obligations are discharged through
a number of mechanisms including meetings and its
committees. During the financial year ended 30 June
2016, the NSH Board has convened the following
committees as part of its corporate governance
framework:
COMMITTEE
CHAIR
MEMBERS
Audit
Anthony Keane
Risk
Anthony Keane
Nomination
Laurence Brindle
Remuneration
Laurence Brindle
Laurence Brindle,
Howard Brenchley
Laurence Brindle,
Howard Brenchley
Anthony Keane,
Steven Leigh
Anthony Keane,
Steven Leigh
NSH committees are governed by their respective
Charters.
CORPORATE GOVERNANCE
The NSH Policies provide for an Investment
Committee and a Diversity Committee. The Board
has determined that the Investment Committee and
Diversity Committee functions be undertaken by the
full Board at this time.
An important component of the NSR corporate
governance structure is the ASX Corporate
Governance Principles and Recommendations
(the “ASX Recommendations”). The NSH Board
considers that as at the date of this statement, the
governance practices adopted by NSR comply with
the third edition of the ASX Recommendations.
BOARD & MANAGEMENT RESPONSIBILITY
NSR’s compliance with the ASX Recommendations
are detailed in the NSR Corporate Governance
Statement, Appendix 4G and all NSR governance
Policies and Charters, full copies of which can be
found in the Governance section of the website at
www.nationalstorageinvest.com.au
In November 2015, NSFSL became the responsible
entity for the NSPT. Each of the directors of NSH
also serves as a director of NSFSL. The majority of
the board of NSFSL have been determined to be
external directors and therefore a compliance
committee has not been convened.
NSPT is a registered managed investment scheme
and the rights and obligations of the Responsible
Entity as a responsible entity of NSPT and NSPT
Unitholders are governed by the constitution of NSPT.
As the responsible entity of NSPT, the Responsible
Entity must comply with all obligations set out in
the constitution and the Corporations Act. The
Responsible Entity is also subject to duties including
duties to act in the best interests of NSPT Unitholders,
act honestly, exercise care and diligence, and treat
NSPT Unitholders of the same class equally. In order
to ensure compliance with the constitution and the
Corporations Act, the Responsible Entity has in place
a compliance plan which sets out the measures it will
apply in operating NSPT.
The role of the NSH Board is to provide overall
strategic guidance for NSR and effective oversight
of management. It is responsible for monitoring the
financial performance of NSR and the performance
of the Managing Director and senior executive team.
COMPANY SECRETARIES
The principal Company Secretary of NSH and NSFSL
is Ms Claire Fidler. Mr Patrick Rogers is an additional
Company Secretary for each of NSH and NSFSL.
Detailed information on Ms Fidler and Mr Rogers is
contained on page 32-33 on this report.
RISK MANAGEMENT
NSR’s operations expose it to risks. A summary of
potential risks is set out on pages 106-111 of this
report. Risks can be either of a controllable nature
or of a non-controllable / less controllable nature.
Examples of controllable risks are systems, processes
and staff based risk. Non-controllable or less
controllable risks are generally risks considered to be
“external” to the Company such as macroeconomic
factors, financial, regulatory or market risks.
Assumption of operating risks is undertaken through
the risk management framework which seeks to
identify, control and minimise risk where possible.
NSR maintains a Risk Management Policy which
lays a foundation for the NSH Board and senior
management to manage risk and decision making
by officers of NSR. A copy of the Risk Management
Policy can be found on the website at
www.nationalstorageinvest.com.au. Senior
management of NSR and the NSH Board are
committed to effective risk management in the
operation of NSR.
The NSH Board ensures the activities of NSR comply
with its constitutions, from which NSH Board derives
its authority to act, and with legal and regulatory
requirements. The responsibility for the daily
operation and management of NSR is delegated
to the Managing Director who undertakes this
task in accordance with the strategy, policies and
plans approved by the NSH Board. The Managing
Director has authority to subdelegate to the senior
management team.
BOARD COMPOSITION & INDEPENDENCE
The current NSH Board is comprised of five Directors,
being four non-executive Directors (one of whom is
the Chairman) and the Managing Director. Detailed
information about the Directors is set out on
pages 28-30.
The NSH Board considers that its current
members have an appropriate balance of skills,
independence and experience to discharge their
obligations and effectively chart the strategy of NSR.
The NSH Board considers that it is appropriate and
in the best interests of NSR and the stapled security
holders to periodically review the size of the Board
and its skill set to ensure that it remains appropriate
for NSR. As and when the opportunity arises, the
Board will seek to enhance the gender diversity
of the Board (and has been active in identifying
a number of potential candidates). At this stage
the size, skill set and functionality of the Board is
appropriate. The Board will continue to review
this decision on an ongoing basis and will consider
expanding the size and diversity of the Board at a
time when an increase in the size of the board is
warranted and considered to be in the best interests
of NSR and its security holders.
The Boards of NSH and NSFSL, as responsible entity,
consider that all of the current non-executive
Directors, being the Chairman Mr Laurence Brindle,
Mr Anthony Keane, Mr Howard Brenchley and Mr
Steven Leigh to be independent.
35
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 DIRECTORS'
REPORT
The Directors of NSH jointly with the Directors of
the Responsible Entity as responsible entity of
the NSPT present their report together with the
financial statements of NSR which incorporates
NSH and its controlled entities (“NSH Group”) and
NSPT and its controlled entities (“NSPT Group”)
for the financial year ended 30 June 2016 (the
“Reporting Period”) and the Independent Auditor’s
Report. The Directors' Report has been prepared in
accordance with the requirements of Division 1 of
Part 2M of the Corporations Act Cth 2001.
KEY HIGHLIGHTS
A-IFRS profit after tax of $44.0 million (2015: $48.7 million) and earnings per stapled security
(“EPS”) of 13.13 cents (2015: 16.56 cents)
Underlying earnings1 up 20% to $29.2 million (2015: $24.3 million)
Underlying earnings per stapled security up 6.1 % to 8.7 cents per stapled security (2015:
8.2cps), in line with guidance
Total Portfolio (excluding developing centres)
o Occupancy increased to 75.0% (2015: 72.2%)
o
Rate per square metre of $285/sqm (2015: $293/sqm)
Established Portfolio (Assets held for greater than 2 years)
o Occupancy increased to 71.3% (2015: 70.5%)
o
Rate per square metre at $281/sqm (2015: $282/sqm)
Total Revenue increased by 25% to $79.8 million (2015: $63.7 million)
Completed 23 acquisitions across Australia and New Zealand (excluding Southern Cross
Distributions of 8.7 cents per stapled security in line with guidance
portfolio) totalling $145.3 million(2,3) and added 99,050 sqm in net lettable area
Total Assets Under Management (AUM) increased by 30% from $740 million to $959 million at
30 June 2016
Increase of 5.2% in the valuation of the 30 June 2015 portfolio from $500 million to
$526 million. Total portfolio value (including acquisitions) $666 million
Entered into arrangements to acquire the remaining 90% interest in the Southern Cross portfolio
of 26 storage centres for $285 million4
Renegotiated existing debt facilities, increasing limits by circa $130 million to $424 million while
improving overall covenants and increasing weighted average debt tenor to 5 years
(previously 2.5 years at 31 December 2015)
Successfully conducted an institutional placement and accelerated non-renounceable
institutional and retail entitlement offer raising $260 million
PRINCIPAL ACTIVITIES
NSR is the first internally managed and fully integrated owner and operator of self-storage centres to be
listed on the ASX.
NSR is one of Australia's largest self-storage owner/operators, with 105 self-storage centres under
operation or management, tailoring storage solutions to over 35,000 customers across Australia and
New Zealand. NSR has grown its portfolio of owned and managed centres by over 69% from 62 centres
at the time of the IPO to 105 centres at the date of this Directors’ Report. It has grown total storage units
by approximately 60% with NSR now managing 59,200 storage units across approximately 542,000 sqm
(of which 381,000sqm is occupied) of net lettable area around Australia and New Zealand. AUM has
increased to $959 million as at 30 June 2016.
Of the 105 self-storage properties in the NSR portfolio, ownership is as follows:
60 self-storage centres owned by NSPT
16 self-storage centres operated as long-term leasehold centres (Leasehold Centres);
26 self-storage centres managed for the Southern Cross Storage Group (Southern Cross) and in
respect of which NSR recently entered into arrangements to acquire the balance of the Joint
Venture; and
3 third party managed centres.
Southern Cross is an unlisted investment fund established by National Storage and real estate
investment firm Heitman in September 2011 that owns self-storage centres throughout Australia,
operated as National Storage branded centres and of which National Storage owns a 10% interest in
1 A-IFRS profit after tax adjusted for tax benefit (-$0.25 million), Fair value adjustments (-$10.02 million) and Net loss from fair value
adjustments of Leasehold investment properties (-$4.55 million)
2 Excluding transaction costs
3 Applying a NZD/AUD exchange rate of 1.0515
4 Net consideration pre transaction costs
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
37
this portfolio. National Storage entered into arrangements with Heitman on 28 June 2016 to acquire the
remaining 90% of the Southern Cross portfolio. The acquisition of the Southern Cross assets is expected
to complete on or about 30 August 2016.
The National Storage core product offering covers self-storage, business storage, hard stand/vehicle
storage and wine storage at National Storage’s climate controlled storage facilities and via Wine Ark
(which operates dedicated self-access and managed cellars). Ancillary income streams are derived
from other related activities including packaging sales and vehicle/trailer hire.
BUSINESS STRATEGY
NSR’s objective is to deliver investors a stable and growing income stream from a diversified portfolio of
high quality self-storage assets and to drive income and capital growth through active asset and
portfolio management (including the acquisition, development or redevelopment and portfolio
recycling of self-storage centres).
The key drivers of the business are:
Asset management – driving an appropriate balance between rental rate and occupancy
growth and actively pursuing other business development initiatives in complementary areas
such as wine storage, document storage and mini-logistics for SMEs;
Portfolio management – acquiring and integrating quality self-storage assets into the NSR
portfolio;
Centre Management – effective operation of individual self-storage assets and the expansion
of the National Storage Centre Management platform (revenue from third parties);
Development management – development / refurbishment / redevelopment of new and
existing centres and actively managing portfolio recycling opportunities;
Capital management – maintaining an appropriate and efficient capital structure with a focus
on risk minimization and the development of long term sustainable and growing revenue
streams; and
Product and innovation – exploring opportunities for revenue generation across new sales
channels, digital strategies and ancillary product ranges.
Further details on these key business drivers can be found on pages 8 – 27 of this 2016 Annual Report.
REVIEW AND RESULTS OF OPERATIONS
The Financial Statements of NSR are prepared in compliance with Australian Accounting Standards
and the requirements of the Corporations Act Cth 2001.
OPERATING RESULTS
A-IFRS Profit after tax for the Reporting Period was $44.0 million with EPS of 13.13 cents. Underlying
earnings, after adjusting (excluding) movements in the fair value of assets and other one-off items,
increased by 20% to $29.2 million. NSR also delivered solid growth of 6.1% in underlying earnings per
stapled security to 8.7cps for the 2016 financial year.
Gross trading income rose by 25% to $79.8 million. Occupancy across the total portfolio (excluding
developing centres) increased to 75%, up from 72.2% at 30 June 2015. This is a pleasing result and
demonstrates that the continued focus on driving increased occupancy is delivering results.
CASH MANAGEMENT
Cash and cash equivalents as at 30 June 2016 were $13.4 million compared to $9.5 million in 2015. Net
operating cashflow for the year increased to $49.3 million (2015: $37.6 million).
On 28 June 2016 NSR announced a fully underwritten $260 million equity raising, comprising a $101
million institutional placement of new stapled securities in NSR and a $159 million pro-rata accelerated
non-renounceable entitlement offer. The purpose of the equity raising was to fund the acquisition of
the remaining 90% interest in the Southern Cross Joint Venture and four new centres as well as to
strengthen the balance sheet and provide funding for future acquisitions in accordance with NSR’s
acquisition strategy. The Entitlement Offer closed on 15 July 2016 and completion of the issuance of
new securities to investors was finalised on 22 July 2016.
An interim distribution of 4.3 cents per stapled security ($14.4 million) was paid on 26 February 2016 with
a final distribution of 4.4 cents per stapled security ($14.8 million) declared on 23 June 2016 with an
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
38
estimated payment date of 29 August 2016, delivering a 6.1% increase in the total distribution for the
year to 8.7 cents per stapled security.
During the reporting period NSR implemented a Distribution Reinvestment Plan (DRP) which enables
eligible securityholders to receive part or all of their distribution by way of securities rather than cash.
For the December 2015 interim distribution approximately 19.9% of eligible securityholders (by number
of securities) elected to receive their distributions as securities totalling $2,858,177. The DRP price was
set at $1.454 which resulted in 1,965,734 new securities being issued.
The June 2016 final distribution has seen approximately 23.4% of eligible securityholders (by number of
securities) elect to receive their distributions as securities totalling $3,462,243. The DRP price was set at
$1.5637 which will result in 2,212,617 new securities being issued.
NSR successfully completed a refinance of its debt facilities on 28 June 2016. The new facilities continue
to be on a “Club” arrangement with National Australia Bank, Westpac Banking Corporation and
Commonwealth Bank of Australia. The new facilities have increased NSR’s borrowing capacity to
A$424 million and the weighted average tenor has been extended to 5.0 years, up from 2.5 years as at
31 December 2015. NSR’s target gearing range has expanded to 25%-40% (from 25%-35%) to provide
flexibility and the ability to act on acquisition opportunities. As at the date of this report the facilities
were drawn to A$185 million.
NSR maintains interest rate hedges in accordance with NSR’s hedging policy. Additional interest rate
hedges were entered into during the year to enable NSR to extend the tenor of its hedge portfolio and
lock in historically low interest rates for an extended period. As at the date of this report interest rate
hedges totalling A$119 million were in place with an average tenor of 3.9 years.
Subsequent to the Reporting Date the proceeds of the A$260 million capital raise have been received.
These funds have been used to repay A$111 million of debt with the balance invested and to be used
to facilitate the settlement of the Southern Cross acquisition.
ACQUISITIONS AND INVESTMENTS
NSR considers its ability to acquire and integrate quality assets to be one of the key drivers of its growth
strategy. During the course of the Reporting Period, the dedicated acquisitions team continued to
identify, facilitate and transact on acquisitions that were considered appropriate for the portfolio.
The successful execution of NSR’s acquisition strategy has seen the number of centres in the NSR
portfolio grow by 23 centres from 1 July 2015 to the date of this Directors’ Report, and has resulted in the
value of the NSR property portfolio (including indirect interests) increasing by $145 million. Further, a
revaluation of the 30 June 2015 NSR owned centres as at 30 June 2016 (based on valuations and
methodologies from independent valuer (m3 Property)) yielded an increase of 5.2% from $500 million to
$526 million.
INVESTMENT IN AUSTRALIAN PRIME STORAGE FUND
NSR also invested $6.25 million to take a cornerstone 24.9% holding in the Australian Prime Storage Fund
(APSF). APSF is an arrangement with Universal Self Storage to facilitate the development and
ownership of multiple premium grade self-storage centres in major cities around Australia. The fund
anticipates potentially investing up to $100 million of funds – initially funded to $50 million with a target
gearing of 50%, to be deployed on assets to be built and operated over a five year term. NSR is
entitled to a number of fees associated with the provision of acquisition, design and development,
centre management, debt facilitation and fund support services. The Fund currently has three sites
under construction in south-east Queensland, at Kelvin Grove, Albion and Carrara.
LIKELY DEVELOPMENTS
NSR intends to utilise its position as Australia's first ASX listed fully integrated sector specific self-storage
REIT to continue to bring quality independently owned storage centres across Australia and New
Zealand under NSR's ownership and/or management structure. In accordance with its stated strategy,
NSR continues to seek accretive acquisition opportunities, to evaluate its existing portfolio for
development or re-development or portfolio recycling opportunities and further develop and refine its
third party management offerings.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
39
DIVIDENDS AND DISTRIBUTIONS
NSR has paid or declared distributions totalling 8.7 cents per stapled security for the Reporting Period,
comprising:
An estimated distribution of 4.4 cents per stapled security for the 6 months to 30 June 2016. The
distribution is expected to be paid on 29 August 2016 and is expected to contain a tax
deferred component.
A distribution of 4.3 cents per stapled security for the period 1 July 2015 to 31 December 2015
which was paid on 26 February 2016 which included a tax deferred component.
OPTIONS OVER STAPLED SECURITIES
No options over issued stapled securities or interests in a Controlled Entity have been granted in NSR
during the Reporting Period. There are no options in stapled securities outstanding as at the date of this
report.
ENVIRONMENTAL REGULATION
NSR’s operations are not regulated by any environmental law of the Commonwealth or a State or
Territory that is enacted specifically for NSR. However, NSR must comply with broader environmental
laws. NSH management on behalf of NSR has in place procedures to identify and ensure compliance
with such laws including identifying and obtaining of necessary approvals, consents or licences.
There have been no known material breaches during the Reporting Period of any environmental laws
to which NSR is subject.
ENVIROMENTAL, ECONOMIC AND OTHER SUSTAINABILITY RISKS
NSR’s operating activities expose it to a number of potential risks. Overall risk is managed centrally by
management to minimise potential adverse effects on the financial performance of NSR and protect
securityholder value.
A summary of the potential risks faced by NSR and its mitigation strategies is as follows:
Economic Conditions - Fluctuations in economic conditions including consumer confidence may
adversely impact upon demand for storage space. Material macroeconomic events occurring or
any significant trading downturns due to factors beyond the control of management have the
potential to negatively impact on forecast trading performance. The results of NSR’s operating
activities are dependent on the performance of the properties in which it invests and those it
manages on behalf of other parties. This performance in turn depends on economic factors; these
include economic growth rates, inflation rates and taxation levels. There are also industry and
location specific risks to consider, including competitor behaviour.
General commercial property risks - Risks commonly associated with commercial property
investment apply equally to NSR, including levels of occupancy, capital expenditure requirements,
development and refurbishment risk, environmental or compliance issues, changes to government
and planning regulations, including zoning and damage caused by flood or other extreme
weather (to the extent that it is not or could not be insured against). NSR utilises a comprehensive
due diligence process when acquiring centres to mitigate or eliminate risk where possible.
Tenure - Storage agreements are typically month to month and there is no guarantee customers
will renew or that other customers will be found to take their place upon departure. To mitigate this
risk, customer relationships are carefully managed to maximise duration of stay and highly
developed marketing and management systems are in place to maximise conversion of new
customer enquiries.
Competition - Entry by new competing storage centres or discounting by existing storage centres
may adversely impact upon occupancy and rental rates on a centre specific basis. While there are
barriers to entry for new competition, NSR constantly monitors its competitors' activities to ensure
pricing and terms remain competitive.
Valuations - Valuations ascribed to NSR’s assets will be influenced by a number of ongoing factors
including supply and demand for self-storage centres and general property market conditions.
Valuations represent only the analysis and opinion of qualified experts at a certain point in time.
There is no guarantee that a property will achieve a capital gain on its sale or that the value of the
property will not fall as a result of the assumptions on which the relevant valuations are based
proving to be incorrect.
Property liquidity - Self storage centres are property based illiquid assets and subject to supply and
demand factors dependent upon prevailing market conditions. As a result it may not be possible
for NSR to dispose of assets in a timely or price accretive fashion should the need to do so arise.
Leasehold interests - NSR holds lease agreements with certain third parties which allow it to operate
storage centres from these properties. Lease terms for these properties are typically long (greater
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
40
than 10 years). However there is no guarantee that these lease arrangements will be able to be
renewed upon expiry or if so on suitable terms to NSR.
Future acquisitions and expansions - NSR may consider opportunities to make further acquisitions of
self-storage assets. NSR may also develop and expand the lettable area at a number of NSR’s
centres. The rate at which NSR is able to expand will reflect market forces and the availability of
capital at the time. Forecast distributions may be affected by such actions. The risks faced by NSR
in relation to any future development projects will depend on the terms of the transaction at the
time. There can be no assurance that NSR will successfully identify, acquire and integrate further
self-storage assets, or successfully implement acquisitions on time and on budget. Furthermore,
there is no guarantee that any acquisition will perform as expected. Future acquisitions may also
expose NSR to unanticipated business risks and liabilities.
Personnel risk - NSR relies upon the expertise and experience of the senior management team. As
a consequence, if the services of key personnel were no longer available this may have an
adverse impact on the financial performance of NSR. However, NSR’s senior management team
are considered internally to be stable and committed and succession planning is undertaken
periodically by the NSH Board and Managing Director.
Interest rate fluctuations and derivative exposure - unfavourable movements in interest rates could
lead to increased interest expense to the extent that these rates are not hedged. NSR uses
derivative instruments to hedge a percentage of its exposure to interest rates however the interest
rate movements could still result in an adverse effect on financial performance.
Occupational health and safety - There is a risk that liability arising from occupational health and
safety matters at a property in NSR’s portfolio may be attributable to NSR as the registered
proprietor. To the extent that any liabilities may be incurred by NSR, this may impact upon the
financial position and performance of NSR (to the extent not covered by insurance). In addition,
penalties may be imposed upon NSR which may have an adverse impact on NSR. NSR has a
dedicated focus on Health and Safety including comprehensive reporting to assist in the mitigation
or elimination of such risks and keep our team members, customers and contractors safe.
Insurance risk - There is no certainty that appropriate insurance will be available for all risks on
acceptable commercial terms or that the cost of insurance premiums will not continue to rise.
Some risks are not able to be insured at acceptable premiums. Examples of losses that are
generally not insured against include war or acts of terrorism and natural phenomena. If any of
NSR’s assets are damaged or destroyed by an event for which NSR does not have cover, or a loss
occurs which is in excess of the insured amounts, NSR could incur a capital loss and lost income
which could reduce returns for holders of stapled securities. Any failure by the company or
companies providing insurance (or any reinsurance) may adversely affect NSR’s right of recovery
under its insurance.
Funding - NSR’s ability to raise funds from either debt or equity sources in the future depends on a
number of factors, including the state of debt and equity markets, the general economic and
political climate and the performance, reputation and financial strength of NSR. Changes to any
of these underlying factors could lead to an increase in the cost of funding, limit the availability of
funding, and increase the risk that NSR may not be able to refinance its debt and/or interest rate
hedges before expiry or may not be able to refinance them on substantially the same terms as the
existing facility or hedge instruments. If alternative financing is not available, this could adversely
affect NSR’s ability to acquire new properties and to fund capital expenditure, and NSR may need
to realise assets at less than valuation, which may result in financial loss to NSR.
Environmental issues - Unforeseen environmental issues may affect the properties in the property
portfolio owned by NSR. These liabilities may be imposed irrespective of whether or not NSR is
responsible for the circumstances to which they relate. NSR may also be required to remediate
sites affected by environmental liabilities. The cost of remediation of sites could be substantial. If
NSR is not able to remediate the site properly, this may adversely affect its ability to sell the relevant
property or to use it as collateral for future borrowings. Material expenditure may also be required
to comply with new or more stringent environmental laws or regulations introduced in the future, for
example in relation to climate change.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
41
DIRECTORS
NATIONAL STORAGE HOLDINGS LIMITED
The NSH Directors in office during the Reporting Period and continuing as at the date of this Directors’
Report are set out below.
NAME
POSITION
Laurence Brindle
Non-Executive Chairman (Appointed 1 November 2013)
Andrew Catsoulis
Managing Director (Appointed 1 November 2013)
Anthony Keane
Non-Executive Director (Appointed 1 November 2013)
Howard Brenchley
Non-Executive Director (Appointed 21 November 2014)
Steven Leigh
Non-Executive Director (Appointed 21 November 2014)
NATIONAL STORAGE FINANCIAL SERVICES LIMITED (NSFSL)
NSFSL was appointed as responsible entity on 10 November 2015. The Directors of NSFSL in office from
10 November 2016 during the Reporting Period and continuing as at the date of this Directors Report
are set out below.
NAME
POSITION
Laurence Brindle
Non-Executive Chairman (appointed 18 July 2014)
Andrew Catsoulis
Managing Director (appointed 18 July 2014)
Anthony Keane
Non-Executive Director (appointed 18 July 2014)
Howard Brenchley
Non-Executive Director (appointed 8 September 2015)
Steven Leigh
Non-Executive Director (appointed 8 September 2015)
THE TRUST COMPANY (RE SERVICES) LIMITED
The Trust Company (RE Services) Limited was responsible entity up until 10 November 2015.
The Directors of the responsible entity in office from 1 July 2015 until 10 November 2015, unless stated,
are set out below.
NAME
POSITION
Andrew Cannane
Director
Christopher Green
Director
Gillian Larkins
Director (resigned 31 July 2015)
Anna O’Sullivan
alternate Director for Andrew Cannane
Glenn Foster
Glenn Foster
alternate Director for Christopher Green
alternate Director for Gillian Larkins (resigned 31 July 2015)
Director (appointed 31 July 2015)
Michael Vainauskas
Director
DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES
Boards of National Storage Holdings Limited and National Storage Financial Services Limited
Laurence Brindle, Independent Non-executive Chairman
BCom, BE (Hons), MBA
Laurence has extensive experience in funds management, finance and investment. Until 2009 he was
an executive with Queensland Investment Corporation (QIC). During his twenty-one years with QIC he
served in various senior positions including Head of Global Real Estate where he was responsible for a
portfolio of $9 billion. Laurence was also a long term member of QIC’s Investment Strategy Committee.
He provides advice to a number of investment institutions on real estate investment and funds
management matters. Laurence holds a Bachelor of Engineering (Honours) and a Bachelor of
Commerce from the University of Queensland, and a Master of Business Administration from Cass
Business School, London. He is a former Chairman of the Shopping Centre Council of Australia and a
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
42
former director of Westfield Retail Trust and Scentre Group, which owns, operates and develops
Westfield shopping centres in Australia and New Zealand. Laurence was appointed as the Non-
executive Chairman of Viva Energy REIT on 10 July 2016 which listed on the ASX on 3 August 2016.
Laurence serves on the Audit and Risk Committees and is Chairman of the Nomination and
Remuneration Committees.
Andrew Catsoulis, Managing Director
BA, LLB, Grad Dip Proj Mgmt (Hons)
Andrew is a qualified lawyer who has been admitted to the Supreme Court of Queensland. He has
had extensive experience in the fields of finance, commercial and property law during his tenure at
major law firms both in Australia and overseas. He is also a qualified project manager and has
considerable property development experience both within the storage industry and in broader
markets. A founder of the original National Storage business, he has over 20 years of specific self-
storage industry expertise including in the areas of acquisition, development, integration and operation
of ‘greenfield’ and developed self-storage centres. Andrew was instrumental in the successful
acquisition and integration of the original Pre-Existing Group portfolio and led the Company through
the IPO and planned and negotiated the recently announced acquisition of the Southern Cross
portfolio.
Anthony Keane, Independent Non-executive Director
BSc (Maths), Grad Dip Corp Fin
Anthony is an experienced finance and business executive with over 30 years background in
corporate, institutional, business and retail banking. Prior to accepting his directorship with the
Company, Anthony was most recently Head of Corporate Banking Queensland for National Australia
Bank and was responsible for the bank’s relationships with large privately owned and public listed
companies across a broad range of industries including manufacturing, retail, wholesale, property,
professional services, technology, leisure and tourism, transport, mining and associated services.
Anthony has a Bachelor of Science (Mathematics) from University of Adelaide and a Graduate
Diploma in Corporate Finance from Swinburne. He is a Fellow of the Financial Services Institute of
Australasia, a Graduate of the Australian Institute of Company Directors and a fellow of the CEO
Institute. He is a director of Queensland Symphony Orchestra Holdings Limited and an Independent
Non-executive director of Oncore Group Holdings Pty Ltd.
Anthony acts as Chairman of the Audit and Risk Committees and is a member of the Remuneration
and Nomination Committees.
Howard Brenchley, Independent Non-executive Director
BEc
Howard has nearly 30 years' involvement in the Australian property industry, as an analyst, investor and
fund manager. Howard co-founded Property Investment Research Pty Ltd (PIR) in 1989 which during
the 1990s was considered a leading researcher of both listed and unlisted property funds. In 1998
Howard was responsible for the establishment of APN Funds Management Limited, part of the APN
Property Group Limited. During this period he was responsible for the establishment and operations of a
number of funds investing both directly and indirectly in real estate.
Howard is currently a non-executive director of the ASX-listed APN Property Group Limited (APD) and is
also a non-executive director of APN Funds Management Limited, responsible entity for Generation
Healthcare REIT and Industria REIT. He is also a member of the Board of Advisors of the Property Industry
Foundation (Victoria).
Howard is a member of the Audit and Risk Committees.
Steven Leigh, Independent Non-executive Director
Certified Practising Valuer, Grad Dip Proj Mgmt
Steven joined QIC Global Real Estate in 1991 and was a key member of the senior executive team that
acquired and or created through development a portfolio of high quality retail and commercial assets
in Australia, USA and the UK. Steven has had significant experience in the wholesale funds
management business through various market cycles and conditions and has a strong background in
retail, commercial and industrial property with a particular focus on shopping centre acquisitions and
redevelopments.
After time as the Managing Director of Trinity Limited, and later Head of Australia for LaSalle Investment
Management, Steven re-joined QIC as Managing Director QIC Global Real Estate in 2012 where he is
responsible for the group’s $12bn plus property portfolio. Steven is a certified practising valuer and holds
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
43
a Graduate Diploma in Project Management from the Queensland University of Technology. Steven is
an associate member of the Australian Property Institute.
Steven is a member of the Remuneration and Nomination Committees.
Board of The Trust Company (RE Services) Limited
Andrew Cannane, Director
BEcon, MBA
Andrew Cannane is General Manager, Corporate Client Services and has responsibility for wholesale
trustee and custodial services for registered and unregistered funds and our Singapore Corporate
Trustee business. Prior to Perpetual’s acquisition of The Trust Company, Andrew was the General
Manager of Corporate Client Services for The Trust Company where he was responsible for business
development and client relationship management. He was also an Executive Director on The Trust
Company’s RE and Debt Capital Markets Boards. Prior to this, Andrew established The Trust Company’s
office in Singapore and has led the strategic direction of The Trust Company’s international business for
the past seven years. Prior to joining The Trust Company, Andrew spent 15 years in wealth
management, financial markets and retail banking in Australia, Singapore, and the UK. He holds a MBA
(Executive) degree from the Australian Graduate School of Management, a Bachelor of Economics
degree from Sydney University and he is a Fellow of the Financial Services Institute of Australasia
(FINSIA).
Christopher Green, Director
B Com, LLB, MBA
Christopher joined Perpetual from JPMorgan where he spent ten years with the Institutional Trust
Services business firstly in Europe covering the European, Middle Eastern and African markets and then
as head of its Australian business. His career began as a solicitor for Corrs Chambers Westgarth. He
holds a Masters of Business Administration (London Business School) and a Bachelor of Laws and a
Bachelor of Commerce (University of Queensland). Christopher is Deputy Chairman of the Australian
Securitisation Forum and a member of the Australian Institute of Company Directors. Christopher is
currently completing a BA in Philosophy through the University of London.
Gillian Larkins, Director (resigned 31 July 2015)
B Com, GradDip Accounting & Finance MBA CA GAICD
Ms Gillian Larkins joined Perpetual as Group Executive Transformation Officer in October 2012, and
assumed the role of Chief Financial Officer in January 2013. Ms Larkins has approximately 20 years of
experience in finance, strategy and management roles across a number of industries. Most recently,
she was Chief Financial Officer, Managing Director of Westpac Institutional Bank, responsible for
Finance and Strategy, and prior to that, Chief Financial Officer Australia and New Zealand of Citigroup.
Ms Larkins has also served on the board of Hastings Fund Management as a non-executive director
from 2009 to 2011. As a member of the Executive Leadership Team reporting to the CEO, Ms Larkins
heads Perpetual’s Finance, IT, and Risk functions, which include Audit, Legal and Company Secretariat.
Ms Larkins holds a Master of Business Administration from the Macquarie Graduate School of
Management, as well as a Graduate Diploma in Accounting and Finance and a Bachelor’s Degree of
Commerce, majoring in Economics, both from the University of Otago, New Zealand. She is a member
of the NZ Chartered Accountant’s Society and a Graduate of the Australian Institute of Company
Directors.
Michael Vainauskas, Director (appointed 2 March 2015)
MBF
Michael joined Perpetual Limited as the Chief Risk Officer (CRO) in October 2014. In this role he is
responsible for both risk management and internal audit functions across the Group. Prior to this he was
the Head of Risk Operations within the International Financial Services (IFS) Division of the
Commonwealth Bank of Australia (CBA) where he held this role from March 2012 until Nov 2013. In this
role Michael was responsible for managing and supporting all risk management functions (other than
large credit approvals) of the IFS businesses which include China, India, Indonesia, Japan and Vietnam.
Michael was previously the CRO for PT Commonwealth Bank Indonesia for 1 year, a subsidiary of CBA.
In this role Michael was responsible for all risk and legal areas across the subsidiary. Michael’s
background in finance extends back to 1983 and covers business, operational, compliance, legal and
risk related responsibilities, from line-staff positions through to executive management level within a
decentralised and centralised framework. Michael previously worked for 15 years at Household Finance
Ltd which was subsequently acquired by AVCO Finance and is known as GE Capital today in Australia.
Michael holds a Master of Business in Finance.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
44
Glenn Foster (appointed 31 July 2015)
B Comm, CA, GAICD
Glenn is responsible for the Perpetual Limited Group Finance function including external, regulatory and
statutory reporting, financial operations, corporate tax compliance, and treasury and capital
management. He is also responsible for Business Support Services, including Facilities Management.
Glenn commenced his career with Coopers and Lybrand (now part of PricewaterhouseCoopers)
before entering the financial services industry in 1994. Prior to joining Perpetual in 2003, Glenn worked in
a number of senior finance roles with AIDC Ltd., Babcock and Brown, State Street Bank & Trust
Company and RAMS.
Alternate Directors:
Anna O’Sullivan - LLB
Glenn Foster – B Comm, CA, GAICD (resigned 31 July 2015)
DIRECTORSHIPS OF OTHER LISTED COMPANIES
Directorships of other listed companies held by current Directors in the three years immediately before
the end of the financial year are as follows:
NAME
Laurence Brindle
Howard Brenchley
COMPANY
Scentre Group (ASX:SCG)
Westfield Retail Trust (ASX:WRT)
Viva Energy REIT (ASX: VVR)
APN Property Group (ASX:APD)
Generation Healthcare REIT (ASX:GHC)
Industria REIT (ASX:IDR)
PERIOD OF DIRECTORSHIP
01/07/2014 – 07/05/2015
December 2010 - 30/06/2014
10/07/2016 - Current
1998 - Current
12/08/2011 - Current
03/12/2013 - Current
DIRECTORS’ INTERESTS IN NSR SECURITIES
As at the date of this Directors’ Report, the interests of the Directors (including indirect interests) in the
stapled securities of NSR were:
DIRECTOR
Laurence Brindle
Anthony Keane
Andrew Catsoulis
Howard Brenchley
Steven Leigh
DIRECT
-
-
463,900
-
-
INDIRECT
1,342,120
148,200
12,857,845
50,000
81,900
TOTAL
1,342,120
148,200
13,321,745
50,000
81,900
DIRECTORS’ MEETINGS
The number of meetings of directors of NSH (including meetings of sub-committees of directors) held
during the Reporting Period and the number of meetings attended by each director were as follows:
DIRECTOR
BOARD
AUDIT
COMMITTEE
RISK
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
Laurence Brindle
Anthony Keane
Andrew Catsoulis
Howard Brenchley
Steven Leigh
Notes:
19 (19)
18 (19)
19 (19)
19 (19)
19 (19)
7 (7)
7 (7)
-
7 (7)
-
6 (6)
6 (6)
-
6 (6)
-
7 (7)
7 (7)
-
-
7 (7)
4 (4)
4 (4)
-
-
4 (4)
1. Figures in brackets indicate the number of meetings held whilst the director was in office or was
a member of the relevant Committee during the Reporting Period. Figures not in brackets
indicate the number of meetings or Committee meetings that the director attended.
2. Mr. Catsoulis attends Nomination, Remuneration, Risk and Audit Committee meetings by
3.
invitation.
The Company has an Investment Committee Charter to govern an Investment Committee.
The Board has determined that at this time, the full Board will act as the Investment Committee
and therefore there are no separate Investment Committee meetings noted.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
45
COMPANY SECRETARY
NATIONAL STORAGE HOLDINGS LIMITED
NAME
APPOINTMENT DATE
Claire Fidler
26 November 2015
Patrick Rogers
1 November 2013
NATIONAL STORAGE FINANCIAL SERVICES LIMITED
NAME
APPOINTMENT DATE
Claire Fidler
26 November 2015
Patrick Rogers
18 July 2014
Claire Fidler
LLB (Hons), B Bus (Int)
Claire was appointed as the principal company secretary of National Storage on 26 November
2015. She holds legal and international business qualifications and is admitted as a solicitor of the
Supreme Court of Queensland. Claire has over 10 years’ experience in corporate and commercial law
in private practice, having practiced in the litigation, resources and corporate areas of two large law
firms. Prior to joining National Storage, Claire spent four and a half years as Corporate Counsel and
Company Secretary at Rio Tinto Coal Australia. During this time, in addition to providing legal services
to the business, she was responsible for the corporate governance and ASX compliance of one of Rio
Tinto’s listed subsidiaries as well as managing the corporate secretarial responsibilities of approximately
60 subsidiaries within the group and providing joint venture support. Claire has also worked in
corporate compliance with the Australian Securities and Investments Commission.
Patrick Rogers
LLB, B Bus - Accounting
Patrick holds both legal and accounting qualifications and is admitted as a solicitor of the Supreme
Court of Queensland. He has practiced as a solicitor for over 18 years in both fields. During his time in
private practice, Patrick has had significant experience in corporate, property, commercial, taxation
and transactional work. In addition to private practice, Patrick held senior finance roles and was the
general counsel and company secretary of the Super A-Mart Group for over 8 years. Patrick was
appointed Chief Risk Officer of NSR in June 2016 in addition to his role as General Counsel and
Company Secretary.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
46
CORPORATE GOVERNANCE
NSH and The Responsible Entity have their own respective Boards and constitutions. The relationship
between NSH and the Responsible Entity is governed by a Cooperation Deed and Management
Agreement that allows NSH to provide key services to NSFSL as Responsible Entity in exchange for a
monthly fee. These services include finance and administrative services, property management,
provision of staff and equipment.
The NSH and Responsible Entity Boards and NSH management are committed to achieving and
demonstrating to securityholders high standards of corporate governance and to ensure NSH acts in
the best interests of its securityholders balanced with its broader community obligations.
An important component of the NSR corporate governance structure is the 3rd edition of the ASX
Corporate Governance Principles and Recommendations (the “ASX Recommendations”). A more
detailed discussion of NSR’s Corporate Governance is found at page 34 of this Annual Report and a
statement of the extent of NSR’s compliance with the ASX Recommendations can be viewed on the
NSR website at www.nationalstorageinvest.com.au. Full copies of all NSR governance policies and
Charters can also be found in the Governance section of the website.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has agreed to indemnify all the Directors and executive officers of the Company and its
group entities to the extent permitted by law, for the amount of any liability, loss, cost, charge,
damage, expense or other liability suffered by the Director or executive officer as an officer of the
Company or group entity or as a result of having been an officer of the Company or any Group entity.
This includes any liability arising out of or in connection with any negligence, breach of duty, or breach
of trust (“Indemnity”).
However, the Indemnity does not extend to a claim in the nature of:
(a)
(b)
a challenge to any rejection of a Director’s claim by the provider of the Company’s insurance
cover; or
a cross-claim or a third-party claim for contribution or indemnity in, and results directly from, any
Proceedings in respect of which the Director has made a claim under the Indemnity.
Deeds of indemnity to effect the above have been formally entered into by the Company and each
of the Directors.
The Deeds of Indemnity require the Company to obtain a back to back indemnity to the Company
from the Responsible Entity out of the assets of the NSPT. This has been procured by the Company and
is in place. The back to back indemnity requires the Responsible Entity to indemnify the Company for
any liability under the Directors/officers indemnity to the extent that the Company is not able to meet
that obligation. The indemnity does not extend to any payment made or due as a result of a breach
by the Company of its obligations under a Director/officer indemnity or to any payment which the
Company makes voluntarily but is not due and payable under the terms of a Director/officer indemnity.
The total amount of insurance contract premiums paid for Directors and Officers insurance for NSR
(including subsidiary entities) during the Reporting Period was $153,726.
No insurance premiums are paid out of the assets of the NSPT in regards to insurance cover provided to
either the Responsible Entity or the auditors of the NSPT. So long as the officers of the Responsible Entity
act in accordance with the constitution and the law, the officers remain indemnified out of the assets
of the NSPT against losses incurred while acting on behalf of the NSPT. The auditors of the NSPT are in no
way indemnified out of the assets of the NSPT.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as
part of the terms of its audit engagement agreement against claims by third parties arising from the
audit (for an unspecified amount). No payment has been made or claim received by NSR to indemnify
Ernst & Young during the Reporting Period or up to the date of this report.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
47
REMUNERATION REPORT (AUDITED) – NSH GROUP
MESSAGE FROM THE BOARD
The NSH Board is committed to ensuring that remuneration strategies are structured to support and
reinforce NSR’s overall business strategy. By linking the Short Term Incentive (“STI”) and Long Term
Incentive (“LTI”) (at risk remuneration) of executive remuneration to the drivers that support the business
strategy, the remuneration of executives is aligned with the creation of long-term value for
securityholders. The Board believes that the remuneration practices of NSR should fairly and
responsibly reward Key Management Personnel (“KMP”) having regard to their individual performance,
the performance of NSH and NSPT and the broader external environment as it relates to KMP reward.
The policy also aims to provide a platform for sustainable value creation for securityholders by
attracting and retaining quality KMP.
COVERAGE OF THIS REPORT
The following remuneration report has been prepared to provide information to securityholders of the
remuneration details of the KMP of NSH involved in the management of the NSPT.
Directors of the Responsible Entity do not receive any remuneration from the Responsible Entity in
respect to their roles with the Responsible Entity. However, the directors fees paid by NSR take into
account the complexity involved and additional duties in the operation of the Responsible Entity as a
subsidiary of NSH and as part of the consolidated governance group. The Responsible Entity receives a
fee for management services rendered.
This information has been audited as required by section 308(3C) of the Act.
KMP are defined as “those persons having authority and responsibility for planning, directing and
controlling the major activities of NSH, the Consolidated Group and the NSPT, directly or indirectly,
including any director (whether executive or otherwise) of NSH.”
Key management personnel covered in this report are as follows:
NON-EXECUTIVE AND EXECUTIVE DIRECTORS
Laurence Brindle - Chairman (non-executive)
Andrew Catsoulis – Managing Director (executive)
Anthony Keane - Director (non-executive)
Howard Brenchley - Director (non-executive)
Steven Leigh - Director (non-executive)
KEY MANAGEMENT PERSONNEL – SENIOR EXECUTIVES
Peter Greer – Chief Operating Officer (COO)
Stuart Owen – Chief Financial Officer (CFO)
Patrick Rogers – General Counsel and Chief Risk Officer (GC/CRO)
REMUNERATION GOVERNANCE
REMUNERATION COMMITTEE AND USE OF REMUNERATION CONSULTANTS
The Remuneration Committees activities are governed by its Charter, a copy of which is available at
www.nationalstorageinvest.com.au.
The responsibilities of the Remuneration Committee include:
Formulate and recommend remuneration policies to apply to the Company’s Managing
Director, senior executives and non-executive Directors;
Formulate the specific remuneration packages for senior executives (including base salary, STIs,
LTIs and other contractual benefits);
Review contractual rights of termination for senior executives;
Review the appropriateness of the Company’s succession planning policies;
Review management’s recommendation of the total proposed STI and LTI awards;
Administering the STI and LTI awards; and
Review management recommendations regarding the remuneration framework for the
company as a whole.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
48
The deliberations of the Remuneration Committee, including any recommendations made on
remuneration issues, are considered by the NSH Board. In making its recommendations to the Board,
the Remuneration Committee takes into account advice from independent remuneration advisers on
trends in remuneration for KMP. The independent remuneration advisors consider a range of factors
including the specific responsibilities assumed by KMP. An independent consultant, Crichton
Associates, was engaged during the Reporting Period to assess the directors’ and senior executives’
current remuneration and remuneration structure and to provide a summary on market practice
relating to executive remuneration and remuneration structures. The advice did not constitute a
remuneration recommendation as defined in the Corporations Act Cth 2001. Crichton Associates were
paid $10,109 during the financial year.
The Remuneration Committee comprises three independent non-executive directors and is chaired by
Laurence Brindle. The Remuneration committee met seven times during the Reporting Period.
PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
The objective of the remuneration policy is to ensure that Group remuneration is competitive, reflects
responsibilities of the officers and ensures that NSR is able to attract and retain executives and directors
with the skills and capabilities required to sustainably deliver NSR’s objectives.
The remuneration of directors and senior executives is reviewed at least annually by the Remuneration
Committee and the full NSH Board. External analysis and advice is sought by the Committee, where
considered appropriate, to ensure that the remuneration for directors and senior executives is
competitive in the market place and appropriate for the organisation.
The policy seeks to align executive reward with the achievement of strategic objectives and the
creation of value for securityholders. The primary tenets of the policy are:
Attract and retain high quality executives and to reward the capabilities and experience
brought to NSR by those executives.
Total reward for key executives is to have a significant “at risk” component.
The “at risk” component for key executives is to include both short term incentives (“STI”) and
long term incentives (“LTI”) which have a strong focus on quantitative measures.
Provide industry competitive rewards linked to securityholder returns.
Provide recognition for contribution, complexity of role and responsibilities of the officer.
Remuneration policies and structures must be clear and transparent both to the executives and
Board of NSR and to securityholders.
TARGET MARKET POSITIONING
Total Annual Remuneration (TAR) is assessed against a broad comparator group and adjusted to
reflect factors such as the criticality of the role, industry experience, length of service and NSR’s
positioning within the comparator group. The individual components of TAR, comprising Total Fixed
Remuneration (TFR), STI and LTI are individually assessed within this framework and structured to provide
both short term and long terms incentives to KMP that align with delivery of short term and long term
value to securityholders.
When selecting the comparator group the data is collected from a combination of sources including
audited Remuneration Reports of the selected companies. It provides an appropriate pool of data
that is statistically relevant. This data is then assessed against NSR’s current size, industry positioning and
other relevant factors to determine the appropriate information against which to assess NSR’s
remuneration framework.
The composition of 2016-17 TAR for KMP is detailed in the table below.
ROLE
MD
COO
CFO
GC/CRO
TFR
58%
58%
66%
75%
STI
21%
21%
17%
12.5%
LTI
21%
21%
17%
12.5%
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
49
NSR PERFORMANCE
NSR has delivered its growth objectives over the reporting period including the acquisition of $145
million in new storage centres and culminating in the execution of a successful $260 million capital raise
in June 2015 associated with finalisation of the acquisition of the remaining 90% interest in the Southern
Cross Storage Joint Venture. This is a significant achievement for the company which can be attributed
to a combination of a strong share price, continued growth in earnings and the successful
implementation of the Company’s growth strategy. This has resulted in significant growth in assets
under management during this time which in turn has delivered returns to securityholders.
The Company has established a track record of delivering strong and consistent underlying earnings
growth since listing, increasing underlying earnings per stapled security by 6.1% in the 12 months to 30
June 2016 over the corresponding period to 30 June 2015. A consistent and considered approach to
driving increased underlying earnings through a combination of organic growth from existing assets as
well as targeted EPS accretive acquisitions has been instrumental in achieving this result.
Underlying Earnings Per Stapled Security
y
t
i
r
u
c
e
S
d
e
p
a
l
t
S
r
e
p
s
t
n
e
C
9.0
8.5
8.0
7.5
7.0
6.5
6.0
FY14
FY15
FY16
NSR has maintained a distribution policy which targets distribution of 90% - 100% of underlying earnings
to securityholders. During financial year 2016 NSR declared distributions totalling 8.7 cents per stapled
security, being at the upper end of the stated policy, delivering DPS yield of 4.9%, some 19% above that
of the A-REIT 200 average.
FY16 Dividend Yield
A-REIT 200
NSR
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
Source: Bloomberg. Market Data as at 1 August 2016.
Total shareholder return, assuming dividends are re-invested in the underlying shares. Calculated daily over 12 months to 30 June
2016.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
50
NSR has delivered Total Shareholder Return “TSR” (a combination of share price growth and distributions
received by securityholders) over the past two years to 30 June 2016 of 48%. This result is in line with the
A-REIT 200 index average of 50% and ranks NSR 12th out of the 27 comparator companies.
Performance against the index weakened at the end of the financial year due to the effects of the
capital raising undertaken on 28 June 2016.
Total Shareholder Return
A-REIT 200
NSR
0%
10%
20%
30%
40%
50%
60%
Source: Bloomberg. Market Data as at 17 August 2016.
Total shareholder return, assuming dividends are re-invested in the underlying shares. Calculated daily over 12 months to 30 June
2016. NSR calculated daily over the period 1 July 2015 to 30 June 2016.
NSR listed in December 2013 with an issue price of $0.98. From that time to 30 June 2016 the stapled
security price has increased by 69% with 30 June 2016 closing price of $1.66.
NSR Stapled Security Price
2.00
1.90
1.80
1.70
1.60
1.50
1.40
1.30
1.20
Jul 14 Aug 14 Oct 14 Nov 14 Jan 15 Mar 15 Apr 15 Jun 15 Aug 15 Sep 15 Nov 15 Jan 16 Feb 16 Apr 16 May 16
Security price performance over the period 1 July 2014 to 30 June 2016 has shown a 33% increase. This
compares to an increase of 38% for the A-REIT 200 index and 3% decline for the broader ASX 200 Index
over the same period.
Relative Performance
1.60
1.40
1.20
1.00
0.80
Jul 14 Aug 14 Oct 14 Nov 14 Jan 15 Mar 15 Apr 15 Jun 15 Aug 15 Sep 15 Nov 15 Jan 16 Feb 16 Apr 16 May 16
NSR
S&P/ASX 200 A-REIT
S&P/ASX 200
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
51
NSR REMUNERATION FRAMEWORK
NON-EXECUTIVE DIRECTORS
Fees and payments to non-executive directors reflect the demands which are made on, and the
responsibilities of, the non-executive directors and their contribution towards the performance of NSR as
well as the complexity of the National Storage Property Trust, National Storage Financial Services
Limited and operating business. The remuneration policy seeks to ensure that NSR attracts and retains
directors with appropriate experience and qualifications to oversee the operations of NSR on behalf of
the securityholders.
The number of meetings of directors is shown on page 45 of this report.
The Constitution of NSH specifies that the amount of the remuneration of the non-executive directors is
a yearly sum not exceeding the sum from time to time determined by the Company in general
meeting. Under the ASX Listing Rules, the total amount paid to all NSH non-executive directors for their
services must not exceed in aggregate in any financial year the amount fixed by NSH’s annual general
meeting. The amount approved by securityholders at the 2014 Annual General meeting is $900,000.
Annual NSH non-executive directors’ fees and Committee fees currently agreed to be paid by NSH
effective from 1 July 2016 are as follows:
NON-EXECUTIVE DIRECTORS
BASE FEE
AUDIT AND RISK
COMMITTEE FEES
Laurence Brindle1
Anthony Keane2
Steven Leigh
Howard Brenchley
$100,000
$100,000
$100,000
$20,000
$8,000
REMUNERATION
AND NOMINATION
COMMITTEE
FEES
TOTAL
$5,000
$5,000
$250,000
$125,000
$105,000
$108,000
1. Chairman and chair of the Remuneration and Nomination Committees and receives a single fee for all roles
2. Chair of the of Risk and Audit Committees
All NSH non-executive directors’ fees include superannuation at the required statutory rate.
KEY MANAGEMENT PERSONNEL - EXECUTIVE DIRECTOR AND SENIOR EXECUTIVES
All remuneration paid to executive directors and senior executives comprises four components:
Base pay and benefits (including superannuation)
Short-term performance incentives
Long-term incentives
Other remuneration (if applicable)
Base salary and benefits
The Managing Director and senior executives are paid a base salary that includes employer
contributions to superannuation funds. The remuneration of the Managing Director is reviewed annually
by the Remuneration Committee and Board. The remuneration of senior executives is reviewed
annually by the Managing Director who makes a recommendation to the Remuneration Committee.
The Committee then considers, but is not obliged to accept, the recommendation of the Managing
Director and takes whatever additional steps it determines appropriate to assess the senior executive
salaries.
There is no guarantee of base salary increases included in any executive director or senior executive
contracts or through the annual review process. The remuneration of all KMP was reviewed during the
year.
The Managing Director and senior executives can potentially be paid a bonus as part of their
remuneration. Whether such a bonus is paid and the amount of such a bonus is at the discretion of the
Remuneration Committee and the Board. Any bonuses paid would fall into the category of “other
remuneration”.
Service agreements
Remuneration and other terms of employment for the KMP senior executives are formalised in service
agreements. The service agreements specify the components of remuneration, benefits and notice
periods. Termination benefits are within the limits set by the Corporations Act Cth 2001 such that they
do not require securityholder approval.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
52
NAME
TERM OF
AGREEMENT AND
NOTICE PERIOD
BASE SALARY
INCLUDING
SUPERANNUATION*
TERMINATION PAYMENTS
Andrew
Catsoulis
No fixed term
6 months
Peter Greer
Stuart Owen
No fixed term
6 months
No fixed term
6 months
$825,000
$740,000
$390,000
Patrick Rogers
(Effective 1 July
2015)
No fixed term
6 months
$300,000
6 months in lieu of notice if required by NSH.
6 months in the event of incapacity or illness.
6 months in lieu of notice if required by NSH.
6 months in the event of incapacity or illness.
6 months in lieu of notice if required by NSH.
6 months in the event of incapacity or illness.
1 months fixed remuneration plus 2 weeks for
each week of service – capped at 2 months
in the event of redundancy
6 months in lieu of notice if required by NSH.
6 months in the event of incapacity or illness.
1 months fixed remuneration plus 2 weeks for
each week of service – capped at 2 months
in the event of redundancy
* Base salaries are annual salaries for the financial year commencing 1 July 2016. They are reviewed annually by the
Remuneration Committee. Actual salaries paid in the year ended 30 June 2016 are shown on page 55.
Short and long term incentives
KMP senior executives are also entitled to participate in the short and long term incentive programs
that are in place from time to time. The incentive programs are at the discretion of the Board and do
not constitute an entitlement under the executive service agreements of the respective KMP. Total
incentive programs are assessed against a broad comparator group and adjusted to reflect factors
such as the criticality of the role, industry experience, length of service and NSR’s positioning within the
comparator group including the ASX A-REIT 200 index. The Board continually assesses the structure of
the short and long term incentive plans and has determined that at this point in time payments made
under the these plans will be paid in cash. The Board considers that there is a sufficient nexus between
the cash remuneration and the equity based payments given the link between share price
performance and TSR.
An independent consultant was engaged during the Reporting Period to assess the appropriateness of
the remuneration structure currently in place and to provide advice on market practice relating to
executive remunerations structures. The advice did not constitute a remuneration recommendation as
defined in the Corporations Act Cth 2001. After considering all the relevant information the Board has
determined that the existing short and long term incentive program is appropriate. The following
incentive program is effective from 1 July 2016.
Short Term Incentive (STI)
The STI contains four separate elements that will be assessed independently of the other elements. The
STI is an annual incentive and is to be paid in cash annually.
ELEMENT
Financial
Financial – Out
Performance*
Individual KPI’s
Strategic
PERCENTAGE
OF STI
CRITERIA
70%
10%
15%
15%
Underlying Earnings as determined by the Board
Exceeding Underlying Earnings targets
Individual performance criteria set in conjunction with MD / Board
Assessment in accordance with performance in the following
areas:
Implementation of major projects
Staff continuity
Risk Management
Innovation and enhancement of processes and procedures
Total
* The Financial Out-Performance STI is only payable to the extent that the total STI payable does not exceed 100%.
The minimum STI payable is zero and maximum STI payable is $725,000 for FY17 in aggregate for all KMP.
100% (Max)
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
53
Long Term Incentive (LTI)
The LTI criteria have been set so as to align the interests of KMP with those of securityholders. The LTI
contains two separate components which are independently tested:
Total Shareholder Return
EPS growth
70% of LTI
30% of LTI
The LTI is assessed over a rolling 3 year period and as such to be eligible for payment of the LTI, KMP
must have been employed by NSR for three years (or shorter period as determined by the Board). The
minimum LTI payable is zero and maximum LTI payable is $725,000 for FY17 in aggregate for all KMP.
Short and long term incentives in place during reporting period:
The KMP were eligible for payment of STI’s and LTI’s for the financial year ended 30 June 2016 in
accordance with the incentive program outlined in the 2015 Annual Report. The program was
substantially the same as that outlined above.
The STI’s and LTI’s were agreed with the KMP to reward them for performance against both financial
and operational objectives. The minimum payable was zero and maximum payable was $1,181,000 for
FY16 in aggregate for all KMP.
The STI and LTI hurdles included:
1. Underlying earnings exceeding $30m
2.
TSR over the period from IPO (23 December 2013) to 30 June 2016 being greater than the 50th
percentile of the comparator group (ASX A-REIT 200)
3. Rolling three year compound EPS growth exceeding 5% - (June 2016 target 8.9cps)
The Board has assessed the performance of the Company and the KMP against the performance
criteria and have determined that the following STI and LTI’s has been earned, inclusive of statutory
Superannuation amounts, for the period 1 July 2015 to 30 June 2016.
INCENTIVE OFFICER
Andrew Catsoulis (MD)
Peter Greer (COO)
Stuart Owen (CFO)*
Patrick Rogers (GC/CRO)
Total
STI
$67,500
$47,250
$25,000
$9,325
$149,075
LTI
$87,500
$78,750
-
$10,675
$176,925
TOTAL
$155,000
$126,000
$25,000
$20,000
$326,000
* The CFO was not entitled to a payment under LTI as the period of service criteria had not been satisfied. The CFO
was also paid a $25,000 discretionary bonus during the year in addition to the payments made under the STI and LTI
Incentive plans.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
54
DETAILS OF REMUNERATION
The following tables set out details of the remuneration received by the Company’s KMP for the
Reporting Period.
SHORT TERM
INCENTIVES
SALARY &
FEES
CASH
BONUS
POST-
EMPLOYMENT
BENEFITS
SUPER-
ANNUATION
LONG TERM INCENTIVES
CASH
INCENTIVES
LONG
SERVICE
LEAVE
$
169,129
92,123
89,000
82,201
$
-
-
-
-
$
16,067
8,752
-
7,809
$
-
-
-
-
$
-
-
-
-
766,532
61,088
49,474
79,118
17,536
700,791
337,887
243,355
2,481,018
42,761
47,625
8,439
159,913
46,745
32,266
23,922
185,035
71,269
-
9,661
160,048
15,784
7,973
5,788
47,081
SHORT TERM
INCENTIVES
SALARY &
FEES
CASH
BONUS
POST-
EMPLOYMENT
BENEFITS
SUPER-
ANNUATION
LONG TERM INCENTIVES
CASH
INCENTIVES
LONG
SERVICE
LEAVE
$
149,094
81,862
55,519
38,453
$
-
-
-
-
$
14,164
7,777
-
3,653
$
-
-
-
-
$
-
-
-
-
431,438
146,956
40,987
76,563
10,138
391,152
121,013
37,159
56,000
9,215
TERMINATION
PAYMENTS
TOTAL
PERFORMANCE
RELATED
$
-
-
-
-
-
-
-
-
-
$
185,196
100,875
89,000
90,010
973,748
877,350
425,751
291,165
3,033,095
%
0%
0%
0%
0%
14%
13%
11%
6%
TERMINATION
PAYMENTS
TOTAL
PERFORMANCE
RELATED
$
-
-
-
-
-
-
$
163,258
89,639
55,519
42,106
706,082
614,539
%
0%
0%
0%
0%
32%
29%
0%
137,652
150,158
-
-
19,558
-
3,644
94,982
255,836
14,265
-
3,732
-
168,155
0%
1,435,328
267,969
137,563
132,563
26,729
94,982
2,095,134
2016
Non-executive
directors
Laurence Brindle
Anthony Keane
Howard
Brenchley
Steven Leigh
Executive
director
Andrew Catsoulis
Senior executives
Peter Greer
Stuart Owen
Patrick Rogers
Total
2015
Non-executive
directors
Laurence Brindle
Anthony Keane
Howard
Brenchley
Steven Leigh
Executive
director
Andrew Catsoulis
Senior executives
Peter Greer
Thomas Rice
(Resigned
13 February
2015)
Stuart Owen
(Appointed 26
October 2014)
Total
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
55
KMP CLAWBACK AGREEMENT
The Managing Director and Chief Operating Officer have agreed, in relation to the stapled securities
issued in the IPO that they hold, to performance hurdles and clawback mechanisms if the performance
hurdles are not achieved. The performance hurdles are in place until the earlier of the date the
performance hurdles are achieved for two consecutive test dates or five years. If the performance
hurdles are not achieved, any distribution from the NSPT or a dividend from NSH (a "Securities Payment")
will be clawed back from the relevant officer.
If a dividend/distribution is declared it must be determined if the EPSS of NSR for the relevant period is at
least 8.75 cents. The relevant period is the rolling twelve month period ending on the last day of the
relevant period, If:
1.
2.
3.
the EPSS are less than 8.25 cents then the clawback will be 100% of any distribution or dividend;
the EPSS are greater than 8.75 cents then there will be no clawback;
the EPSS are greater than 8.25 cents but less than 8.75 cents, the clawback will be calculated
using the following formulae:
CP = 1 — ((E — 8.25 cents) / (8.75 cents — 8.25 cents))
where
CP = the Clawback Proportion
E = the EPS of NSR for the relevant period
Voluntary Escrow
The Managing Director and Chief Operating Officer have agreed not to transfer any part of their
vendor stapled securities whilst the performance hurdles apply and agree to the application of a
holding lock on their vendor stapled securities. The exception to this escrow is if a court orders the
transfer provided the transferee enters a deed agreeing to be bound by the provisions of this escrow.
As at 30 June 2016 the performance hurdles in relation to the KMP clawback agreement and voluntary
escrow have been fully satisfied and these arrangements concluded.
SECURITY HOLDINGS OF DIRECTORS AND EXECUTIVES
The movement during the Reporting Period in the number of stapled securities, directly, indirectly or
beneficially held by Directors and KMP senior executives, including parties related to them, is as follows:
BALANCE
30 JUNE 2015
GRANTED AS
REMUNERATION
ON
EXERCISE
OF OPTIONS
ACQUIRED
BALANCE
30 JUNE 2016
Directors of NSH
Laurence Brindle
Anthony Keane
Andrew Catsoulis
Howard Brenchley
Steven Leigh
1,032,400
114,000
12,559,163
-
63,000
Executives of NSH
Peter Greer
Stuart Owen
Patrick Rogers
5,586,735
-
-
Total
19,355,298
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
136,000
50,000
-
1,032,400
114,000
12,695,163
50,000
63,000
-
-
-
5,586,735
-
-
186,000
19,541,298
RELATED PARTY TRANSACTIONS
There were no other transactions and balances with KMP and their related parties during the reporting
period.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
56
SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
EQUITY RAISING
On 28 June 2016 NSR announced a fully underwritten $260 million equity raising, comprising a $101
million institutional placement of new stapled securities in NSR and a $159 million pro-rata accelerated
non-renounceable entitlement offer. The purpose of the equity raising was to fund the acquisition of
the remaining 90% interest in the Southern Cross Joint Venture and four new centres as well as to
strengthen the balance sheet and provide funding for future acquisitions in accordance with NSR’s
acquisition strategy.
Subsequent to the Reporting Date the proceeds of the $260 million capital raise have been received.
ACQUISITION OF STORAGE CENTRES
As announced on 28 June, NSR entered into an agreement to purchase the Southern Cross portfolio of
self-storage assets for a net consideration of $285 million. The geographically diversified and
complementary portfolio comprises 26 storage centres with a combined NLA of 126,000sqm and 13,000
storage units. The agreement was subject to fulfillment of contractual conditions as at 30 June 2016. The
transaction is expected to settle on 30 August 2016.
On 7 July 2016 NSR completed the acquisition a self-storage asset in Cairns, Queensland for $7.1 million.
On 23 August 2016 NSR announced that it has exercised an option to purchase the Butler self-storage
asset in Perth for $8.8 million. Butler is a newly constructed centre which formed part of the Perth
Development Portfolio.
On 23 August 2016, NSR also announced that it had entered into agreements to acquire additional self-
storage assets in Hobart, Tasmania for $3.3 million, and Kurnell, Sydney for $17.5 million. Both
transactions remain conditional and should they proceed, settlement is expected in September 2016.
All purchases will be funded via NSR’s existing debt facilities.
ROUNDING
The amounts contained in this Directors’ Report and in the Financial Report have been rounded to the
nearest $1,000 (unless otherwise stated) under the option available under ASIC Corporations (Rounding
in Financial/Directors’ Reports) Instrument 2016/191. The Consolidated Group and NSPT Group are
entities to which the ASIC Instrument applies.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
57
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations
Act Cth 2001 is set out on page 60.
Non-audit services
The following non-audit services were provided by the entity's auditor, Ernst & Young Australia. The
Directors of NSH are satisfied that the provision of non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations Act Cth 2001. The nature and
scope of each type of non-audit service provided means that auditor independence was not
compromised.
Ernst & Young Australia received or are due to receive the following amounts for the provision of non-
audit services conducted during the financial year:
Tax compliance
1.
2. Other
$87,225
$52,415
FEES PAID TO AND INTERESTS HELD IN THE NSPT BY THE RESPONSIBLE ENTITY OR ITS ASSOCIATES
Fees paid to the Responsible Entity and its associates out of NSPT property during the year are disclosed
in the Statement of Comprehensive Income and are detailed in Note 17 to the financial statements.
No fees were paid to the Directors of the Responsible Entity during the year out of NSPT property.
INTERESTS IN THE NSPT
The movement in units on issue by the NSPT during the year is set out in note 13 to the financial
statements.
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
58
This Directors’ Report is made on 23 August 2016 in accordance with a resolution of the Board of
Directors of National Storage Holdings Limited and is signed for and on behalf of the Directors.
Laurence Brindle
Chairman
National Storage Holdings Limited
Brisbane
Andrew Catsoulis
Managing Director
National Storage Holdings Limited
Brisbane
This Directors’ Report is made on 23 August 2016 in accordance with a resolution of the Responsible
Entity and is signed for and on behalf of the Responsible Entity.
Laurence Brindle
Director
National Storage Financial Services Limited
Brisbane
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
59
Ernst & Young
111 Eagle Street
Brisbane QLD 4000 Australia
GPO Box 7878 Brisbane QLD 4001
Tel: +61 7 3011 3333
Fax: +61 7 3011 3100
ey.com/au
Auditor’s Independence Declaration to the Directors of National Storage
REIT
As lead auditor for the audit of National Storage REIT for the financial year ended 30 June 2016, I
declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of National Storage REIT and the entities it controlled during the financial
year.
Ernst & Young
Mark Hayward
Partner
23 August 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016
60
FINANCIAL STATEMENTS
30 JUNE 2016
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
For the year ended 30 June 2016
Revenue from storage rent
Rental revenue
Revenue from sale of goods and
services
Other revenue
Total revenue
Salaries and employee benefits
expense
Management fees - operational
Property rates and taxes
Repairs and maintenance
Cost of packaging and other
products
Depreciation and amortisation
Finance costs
Professional fees
Other operational expenses
Total operational expenses
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
Notes
69,709
-
55,141
-
-
34,151
-
28,581
7,226
2,815
79,750
5,670
2,876
63,687
742
147
35,040
345
787
29,713
(15,460)
(215)
(4,391)
(1,085)
(11,579)
(474)
(3,651)
(759)
(954)
(571)
(15,787)
(562)
(8,746)
(47,771)
(834)
(277)
(11,121)
(797)
(6,978)
(36,470)
-
(908)
-
(15)
-
-
(7,011)
(39)
-
(7,973)
-
(474)
(229)
(7)
-
-
(5,677)
(59)
(3)
(6,449)
5
6
6
7
6
Gross operating profit
31,979
27,217
27,067
23,264
Fair value adjustments
Loss on disposal of property, plant,
and equipment
Other non-operational expenses
Share of profit of joint ventures and
associates
6
10,025
20,996
15,531
25,611
-
-
(1)
(851)
-
-
-
(439)
12
1,732
1,632
1,732
1,632
Profit before income tax
43,736
48,993
44,330
50,068
Income tax benefit / (expense)
8
250
(260)
(165)
-
Profit after tax
43,986
48,733
44,165
50,068
Profit/(loss) for the year attributable to:
Members of National Storage
Holdings Limited
Non-controlling interest (unit holders
of NSPT)
(179)
(1,335)
-
-
44,165
43,986
50,068
48,733
44,165
44,165
50,068
50,068
Basic and diluted earnings per
stapled security / unit (cents)
19
13.13
16.55
13.18
17.01
The above Consolidated Statements of Profit or Loss should be read in conjunction with the
accompanying notes.
62
CONSOLIDATED STATEMENTS OF OTHER
COMPREHENSIVE INCOME
For the year ended 30 June 2016
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
Notes
Profit after tax
43,986
48,733
44,165
50,068
Other comprehensive income
Items that may be reclassified to profit
or loss
Exchange differences on translation of
foreign operations
Net (loss)/gain on cash flow hedges
Other comprehensive income/(loss)
for the year, net of tax
Total comprehensive income for the
year
Total comprehensive income for the
year attributable to:
Members of National Storage Holdings
Limited
Unit holders of National Storage
Property Trust
14
205
(5,176)
-
(879)
227
(5,176)
-
(879)
(4,971)
(879)
(4,949)
(879)
39,015
47,854
39,216
49,189
(201)
(1,335)
-
-
39,216
39,015
49,189
47,854
39,216
39,216
49,189
49,189
The above Consolidated Statements of Other Comprehensive Income should be read in conjunction
with the accompanying notes.
63
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 30 June 2016
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Investment properties
Investment in joint ventures and
associates
Intangible assets
Deferred tax assets
Total non-current assets
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
13,374
7,329
373
2,743
23,819
9,494
3,972
300
2,814
16,580
9,367
9,224
-
206
18,797
7,862
6,954
-
126
14,942
220
1,684
844,130
220
832
592,404
-
-
621,030
-
-
465,293
15,101
14,648
125
875,908
6,709
14,170
-
614,335
8,441
-
61
629,532
6,709
-
-
472,002
Notes
9.1
9.2
10.1
9.3
9.2
10.2
10.3
12
10.4
8
Total Assets
899,727
630,915
648,329
486,944
LIABILITIES
Current liabilities
Trade and other payables
Finance lease liability
Deferred revenue
Income tax payable
Provisions
Other liabilities
Total current liabilities
Non-current liabilities
Trade and other payables
Interest bearing loans and borrowings
Finance lease liability
Other liabilities
Provisions
Deferred tax liability
Total non-current liabilities
Total Liabilities
Net Assets
9.4
9.7
10.5
10.6
9.6
9.4
9.5
9.7
9.6
10.6
8
6,198
4,425
7,726
152
1,750
14,803
35,054
4,003
5,022
6,400
-
1,172
14,047
30,644
4,095
-
59
152
-
14,803
19,109
1,542
-
-
-
-
14,047
15,589
-
284,526
173,823
6,522
1,316
136
466,323
1,700
123,012
87,439
1,272
699
487
214,609
-
264,726
-
6,522
-
-
271,248
1,700
123,012
-
1,272
-
-
125,984
501,377
245,253
290,357
141,573
398,350
385,662
357,972
345,371
EQUITY
Non-controlling interest (unit holders of NSPT)
Contributed equity
Other reserves
Retained earnings
Total equity
13
14
364,978
31,707
(22)
1,687
398,350
352,377
31,419
-
1,866
385,662
-
299,760
(6,221)
64,433
357,972
-
297,191
(1,272)
49,452
345,371
The above Consolidated Statements of Financial Position should be read in conjunction with the
accompanying notes.
64
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the year ended 30 June 2016
Attributable to securityholders of the National Storage REIT
Contribut
ed
equity
$'000
Retained
earnings
$'000
Notes
Foreign
currency
translation
reserve
$'000
Non-
controlling
interest
$'000
Total
Equity
$'000
Balance at 1 July 2015
31,419
1,866
(Loss) / profit for the year
Other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Issue of stapled securities
through distribution
reinvestment plan
Distributions provided for
or paid
14
16
-
-
-
288
-
288
(179)
-
-
352,377
385,662
44,165
43,986
-
(22)
(4,949)
(4,971)
(179)
(22)
39,216
39,015
-
-
-
-
-
-
2,569
2,857
(29,184)
(26,615)
(29,184)
(26,327)
Balance at 30 June 2016
31,707
1,687
(22)
364,978
398,350
Balance at 1 July 2014
17,758
3,201
(Loss)/profit for the year
Other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Issue of stapled securities
through institutional
placement
Issue of stapled securities
through share purchase
plan
Issue of stapled securities
on property acquisition
Costs associated with
issue of securities
Distributions provided for
or paid
14
13
13
13
13
16
-
-
-
(1,335)
-
(1,335)
11,832
1,316
819
(306)
-
13,661
-
-
-
-
-
-
Balance at 30 June 2015
31,419
1,866
-
-
-
-
-
-
-
-
-
-
-
223,368
244,327
50,068
48,733
(879)
(879)
49,189
47,854
91,546
103,378
10,184
11,500
6,333
7,152
(2,371)
(2,677)
(25,872)
79,820
(25,872)
93,481
352,377
385,662
The above Consolidated Statements of Changes in Equity should be read in conjunction with the
accompanying notes.
65
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(CONTINUED)
For the year ended 30 June 2016
Attributable to unitholders of the National Storage Property Trust Group
Contributed
equity
$'000
Retained
earnings
$'000
Notes
Foreign
currency
translation
reserve
$'000
Cash flow
hedge
reserve
$'000
Total
$'000
Balance at 1 July 2015
297,191
49,452
Profit for the year
Other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Issue of units through
distribution reinvestment
plan
Distributions provided for
or paid
14
16
-
-
(1,272)
345,371
-
44,165
227
(5,176)
(4,949)
44,165
227
(5,176)
39,216
44,165
-
-
-
2,569
-
2,569
-
(29,184)
(29,184)
-
-
-
-
-
-
2,569
(29,184)
(26,615)
Balance at 30 June 2016
299,760
64,433
227
(6,448)
357,972
Balance at 1 July 2014
191,499
25,256
Profit for the year
Other comprehensive
income/(loss)
Total comprehensive
income/(loss)
Issue of units through
institutional placement
Issue of units through share
purchase plan
Issue of units as part of
property acquisition
Costs associated with issue
of units
Distributions provided for
or paid
14
13
13
13
13
16
-
-
-
50,068
-
50,068
91,546
10,184
6,333
(2,371)
-
-
-
-
-
105,692
(25,872)
(25,872)
Balance at 30 June 2015
297,191
49,452
-
-
-
-
-
-
-
-
-
-
-
(393)
216,362
-
50,068
(879)
(879)
(879)
49,189
-
-
-
-
-
-
91,546
10,184
6,333
(2,371)
(25,872)
79,820
(1,272)
345,371
The above Consolidated Statements of Changes in Equity should be read in conjunction with the
accompanying notes.
66
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended 30 June 2016
Operating activities
Receipts from customers
Payments to suppliers and
employees
Interest received
Net cash flows from operating
activities
Investing activities
Purchase of investment properties
Improvements to investment
properties
Purchase of property, plant and
equipment
Purchase of intangible assets
Proceeds on sale of investment
properties
Proceeds on disposal of property,
plant, and equipment
Investment in associate
Net cash flows used in investing
activities
Financing activities
Proceeds from issue of stapled
securities
Transaction costs on issue of stapled
securities
Distributions paid to stapled security
holders
Distributions clawed back from
former owners of National Storage
Pty Ltd
Repayment of borrowings
Proceeds from borrowings
Payment of finance lease liabilities
Interest and other finance costs
paid
Net cash flows from financing
activities
Net increase in cash and cash
equivalents
Net foreign exchange difference
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30
June
Consolidated Group
2015
$’000
2016
$’000
NSPT Group
2016
$’000
2015
$’000
Notes
85,676
70,779
30,613
28,821
(36,546)
155
(33,353)
170
(2,083)
79
(4,182)
44
9.1
49,285
37,596
28,609
24,683
(145,597)
(153,653)
(132,425)
(133,261)
(3,801)
(2,133)
(462)
(715)
(1,164)
(739)
(563)
(218)
-
7,250
-
(6,660)
53
-
-
-
-
-
-
-
-
7,250
-
-
(157,961)
(149,264)
(132,887)
(126,726)
-
-
114,878
(2,677)
-
-
101,730
(2,371)
(25,572)
(21,131)
(25,860)
(21,131)
-
-
160,469
(12,800)
(9,537)
1,990
(105,750)
141,334
(10,027)
-
-
140,669
-
(9,070)
1,827
(105,750)
141,334
-
(5,719)
(5,836)
112,560
112,898
105,739
109,803
3,884
(4)
9,494
1,230
-
8,264
1,461
44
7,862
7,760
-
102
9.1
13,374
9,494
9,367
7,862
The above Consolidated Statements of Cash Flows should be read in conjunction with the
accompanying notes.
67
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
1.
CORPORATE INFORMATION
National Storage REIT (“the Consolidated
Group” or “NSR”) is a joint quotation of National
Storage Holdings Limited (“NSH” or “the
Company”) and its controlled entities (“NSH
Group”) and National Storage Property Trust
(“NSPT” or “the Trust”) and its controlled entities
(“NSPT Group”) on the Australian Securities
Exchange (“ASX”).
The Constitutions of NSH and NSPT ensure that,
for so long as the two entities remain jointly
quoted, the number of shares in the Company
and the number of units in the Trust shall be
equal and that the shareholders and unitholders
be identical. Both the Company and the
Responsible Entity (National Storage Financial
Services Limited) of the Trust must at all times act
in the best interest of NSR. The stapling
arrangement will continue until either the
winding up of the Company or the Trust, or
termination by either entity.
The financial report of NSR for the year ended 30
June 2016 was approved on 23 August 2016, in
accordance with a resolution of the Board of
Directors of National Storage Holdings Limited.
The financial report of NSPT for the year ended
30 June 2016 was approved on 23 August 2016,
in accordance with a resolution of the Board of
National Storage Financial Services Limited as
the responsible entity for NSPT.
The nature of the operations and principal
activities of the Consolidated Group are
described in the Directors' Report.
2.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(a) Basis of preparation
These general purpose financial statements
have been prepared in accordance with
Australian Accounting Standards and
Interpretations issued by the Australian
Accounting Standards Board and the
Corporations Act 2001. The financial statements
have been prepared on an historical cost basis,
except for selected non-current assets, financial
assets and financial liabilities for which the fair
value basis of accounting has been applied.
Both National Storage Holdings Limited and
National Storage Property Trust are for-profit
entities for the purpose of preparing the
financial statements. The financial statements
are presented in Australian Dollars (AUD) and all
values are rounded to the nearest thousand
dollars ($’000) unless otherwise stated.
The accounting policies applied by NSH Group
and the NSPT Group in these Financial Reports
are the same as the 30 June 2015 financial
report except for the accounting policies
impacted by new or amended Accounting
Standards detailed in this note.
In this note reference to “the Group” or “Group”
is used to refer to the Consolidated Group and
the NSPT Group, unless otherwise indicated. The
Group has elected to utilise ASIC Corporations
(Stapled Group reports) Instruments 2015/838
and present the NSPT Group within the financial
statements of NSR. In some circumstances the
categorisation of prior year comparative figures
has been adjusted to conform to changes in
presentation for the current financial year.
Deficiency of Net Current Assets
As at 30 June 2016, the Consolidated Group
had an excess of current liabilities over current
assets of $11,235,000.
Accounting standard AASB 140 Investment
Property requires the financial lease liability to
be split between current and non-current while
the corresponding asset is classed as non-
current. The Directors believe the excess value
of the total investment property over the
finance lease liability reflects the positive
position in both the immediate and long-term
and that sufficient cash inflows from operations
will occur to enable all liabilities to be paid when
due.
Current liabilities also include deferred revenue
of $7,726,000 associated with prepaid storage
rentals which are not expected to result in a
significant cash outflow. The Consolidated
Group also has available funding facilities
beyond 12 months of $137.9m (see note 15).
On this basis, the financial report has been
prepared on a going concern basis as the
Directors of NSH believe the Consolidated
Group will continue to generate operating cash
flows to meet all liability obligations.
The NSPT Group has an excess of current
liabilities over current assets of $312,000. The
deficiency in net current assets in NSPT Group is
largely attributable to the distribution payable of
$14,803,000.
68
To service the distribution payment, loans receivable from the NSH Group will be called ahead of the
planned payment date. On this basis, the Directors of the Responsible Entity believe the deficiency of net
current assets does not impact the going concern assumption applied in the preparation of the financial
statements of the NSPT Group.
(b) Compliance with IFRS
The consolidated financial statements of the Consolidated Group and the NSPT Group comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board.
(c) Changes in accounting policy, disclosures, standards and interpretations
The accounting policies adopted are consistent with those of the previous financial year except as
detailed below.
The following new and amended standards relevant to the Group’s activities have been adopted for the
reporting period commencing 1 July 2015.
Reference
Title
AASB 2013-9
Amendments to Australian Accounting Standards –
Conceptual Framework, Materiality, and Financial
Instruments.
Application
date of
standard*
Application
date for
Group*
1 January
2015
1 July 2015
AASB 2015-3
Amendments to Australian Accounting Standards
arising from the withdrawal of AASB 1031 Materiality
1 January
2015
1 July 2015
Adoptions of these standards have had no material impact in the presentation or disclosures within the
financial statements and are not likely to affect future periods.
Accounting Standards and Interpretations issued but not yet effective
Australian Accounting Standards and interpretations relevant to the Group’s operations, that have
recently been issued or amended but are not yet effective and have not been adopted by the Group
for the annual reporting period ended 30 June 2016 are outlined in the table below.
The Group is currently evaluating the full impact of AASB 9, AASB 15 and AASB 16.
Application
date of
standard
Application
date for
Group
1 January
2018
1 July 2018
Reference Title
Summary and impact on Group
financial report
AASB 9
Financial
Instruments
AASB 9 (December 2014) is a new standard
which replaces AASB 139. The standard
includes a model for classification and
measurement, a single, forward-looking
‘expected loss’ impairment model and a
substantially-reformed approach to hedge
accounting.
AASB 9 Financial Instruments addresses the
classification, measurement and de-
recognition of financial assets and financial
liabilities. The standard is not applicable
until 1 January 2018 but is available for early
adoption.
AASB 9 introduces a new expected-loss
impairment model that will require more
timely recognition of expected credit losses.
69
Reference Title
Summary and impact on Group
financial report
Application
date of
standard
Application
date for
Group
Specifically, the new Standard requires
entities to account for expected credit
losses from when financial instruments are
first recognised and to recognise full lifetime
expected losses on a more timely basis.
This includes new hedge accounting
requirements, including changes to hedge
effectiveness testing, treatment of hedging
costs, risk components that can be hedged
and disclosures. The new rules should make
it easier to apply hedge accounting going
forward. The new standard also introduces
expanded disclosure requirements and
changes in presentation.
The Group is in the process of assessing how
its own hedging arrangements would be
affected by the new rules.
AASB 2014-3 amends AASB 11 to provide
guidance on the accounting for
acquisitions of interests in joint operations in
which the activity constitutes a business.
The amendments require:
(a) the acquirer of an interest in a joint
operation in which the activity
constitutes a business, as defined in
AASB 3 Business Combinations, to apply
all of the principles on business
combinations accounting in AASB 3
and other Australian Accounting
Standards except for those principles
that conflict with the guidance in AASB
11
(b) the acquirer to disclose the information
required by AASB 3 and other Australian
Accounting Standards for business
combinations
1 January
2016
1 July 2016
AASB 2014-
3
Amendments to
Australian
Accounting
Standards –
Accounting for
Acquisitions of
Interests in Joint
Operations
(AASB 1 and
AASB 11)
AASB 2014-
4
Clarification of
Acceptable
Methods of
Depreciation and
Amortisation
(Amendments to
AASB 116 and
AASB 138)
AASB 116 and AASB 138 both establish the
principle for the basis of depreciation and
amortisation as being the expected pattern
of consumption of the future economic
benefits of an asset.
The IASB has clarified that the use of
revenue-based methods to calculate the
depreciation of an asset is not appropriate.
1 January
2016
1 July 2016
AASB 15
Revenue from
Contracts with
Customers
1 January
2018
1 July 2018
AASB 15 Revenue from Contracts with
Customers replaces the existing revenue
recognition standards AASB 111
Construction Contracts, AASB 118 Revenue
and related Interpretations.
The core principle of AASB 15 is that an
entity recognises revenue to depict the
transfer of promised goods or services to
customers in an amount that reflects the
70
Reference Title
Summary and impact on Group
financial report
Application
date of
standard
Application
date for
Group
consideration to which the entity expects to
be entitled in exchange for those goods or
services. An entity recognises revenue in
accordance with that core principle by
applying the following steps:
(a) Step 1: Identify the contract(s) with a
customer
(b) Step 2: Identify the performance
obligations in the contract
(c) Step 3: Determine the transaction price
(d) Step 4: Allocate the transaction price to
the performance obligations in the contract
(e) Step 5: Recognise revenue when (or as)
the entity satisfies a performance obligation
The Group is currently evaluating the
impact of the new standard.
AASB 2014-10 amends AASB 10
Consolidated Financial Statements and
AASB 128 to address an inconsistency
between the requirements in AASB 10 and
those in AASB 128, in dealing with the sale
or contribution of assets between an
investor and its associate or joint venture.
1 January
2018
1 July 2018
AASB 2014-
10
Amendments to
Australian
Accounting
Standards – Sale
or Contribution of
Assets between
an Investor and its
Associate or Joint
Venture
AASB 2015-
2
Amendments to
Australian
Accounting
Standards –
Disclosure
Initiative:
Amendments to
AASB 101
The Standard makes amendments to AASB
101 Presentation of Financial Statements
arising from the IASB’s Disclosure Initiative
project. The amendments are designed to
further encourage companies to apply
professional judgment in determining what
information to disclose in the financial
statements.
1 January
2016
1 July 2016
AASB 16
Leases
The key features of AASB 16 are as follows:
1 January
2019
1 July 2019
Lessee accounting
(a) Lessees are required to recognise assets
and liabilities for all leases with a term of
more than 12 months, unless the
underlying asset is of low value.
(b) A lessee measures right-of-use assets
similarly to other non-financial assets
and lease liabilities similarly to other
financial liabilities.
(c) Assets and liabilities arising from a lease
are initially measured on a present
value basis. The measurement includes
non-cancellable lease payments
(including inflation-linked payments),
and also includes payments to be
made in optional periods if the lessee is
reasonably certain to exercise an
option to extend the lease, or not to
exercise an option to terminate the
lease.
71
Reference Title
Summary and impact on Group
financial report
Application
date of
standard
Application
date for
Group
(d) AASB 16 contains disclosure
requirements for lessees.
Lessor accounting
(a) AASB 16 substantially carries forward
the lessor accounting requirements in
AASB 117. Accordingly, a lessor
continues to classify its leases as
operating leases or finance leases, and
to account for those two types of
leases differently.
(b) AASB 16 also requires enhanced
disclosures to be provided by lessors
that will improve information disclosed
about a lessor’s risk exposure,
particularly to residual value risk.
AASB 16 supersedes: a) AASB 117 Leases
(b) Interpretation 4 Determining whether an
Arrangement contains a Lease (c) SIC-15
Operating Leases—Incentives (d) SIC-27
Evaluating the Substance of Transactions
Involving the Legal Form of a Lease
The new standard will be effective for
annual periods beginning on or after 1
January 2019. Early application is permitted,
provided the new revenue standard, AASB
15 Revenue from Contracts with Customers,
has been applied, or is applied at the same
date as AASB 16.
This Standard amends AASB 112 Income
Taxes (July 2004) and AASB 112 Income
Taxes (August 2015) to clarify the
requirements on recognition of deferred tax
assets for unrealised losses on debt
instruments measured at fair value.
This Standard amends AASB 107 Statement
of Cash Flows to require entities preparing
financial statements in accordance with
Tier 1 reporting requirements to provide
disclosures that enable users of financial
statements to evaluate changes in liabilities
arising from financing activities, including
both changes arising from cash flows and
non-cash changes.
2016-1
2016-2
Amendments to
Australian
Accounting
Standards –
Recognition of
Deferred Tax
Assets for
Unrealised Losses
[AASB 112]
Amendments to
Australian
Accounting
Standards –
Disclosure
Initiative:
Amendments to
AASB 107
1 January
2017
1 July 2017
1 January
2017
1 July 2017
72
(d) Basis of consolidation
The Financial Report of NSR as at 30 June 2016
comprises the consolidated financial statements
of the NSH Group and the NSPT Group.
The consolidated financial statements of NSPT as
at 30 June 2016 comprises the consolidated
financial statements of the NSPT Group.
The financial statements for the Consolidated
Group are prepared on the basis that National
Storage Holdings Limited was the acquirer of
NSPT. The non-controlling interest is attributable
to stapled security holders presented separately
in the statement of comprehensive income and
within equity in the statement of financial
position, separately from parent shareholders’
equity.
Subsidiaries
Subsidiaries are all entities over which the Group
has control. 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 the power
to direct the activities of the entity.
Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and
ceases when the Group loses control. The
acquisition method of accounting is used to
account for business combinations (see note 2
(h)).
Intercompany transactions, balances and
unrealised gains on transactions between group
entities are eliminated. Unrealised losses are also
eliminated unless the transaction provides
evidence of an impairment of the transferred
asset. Accounting policies of all subsidiaries are
consistent with the policies adopted by the
group.
Non-controlling interests are shown separately in
the consolidated statement of profit or loss,
statement of other comprehensive income,
consolidated statement of changes in equity
and consolidated statement of financial
position.
The group treats transactions with non-
controlling interests that do not result in a loss of
control as transactions with equity owners of the
group. A change in ownership interest results in
an adjustment between the carrying amounts of
the controlling and non-controlling interests to
reflect their relative interests in the subsidiary.
Any difference between the amount of the
adjustment to non-controlling interests and any
consideration paid or received is recognised in
a separate reserve within equity attributable to
owners of the parent entity.
Associates
Associates are all entities over which the group
has significant influence but not control or joint
control. This is generally the case where the
group holds between 20% and 50% of the voting
rights. Investments in associates are accounted
for using the equity method. The Consolidated
Group has an associate investment that is
accounted for using the equity method.
Joint arrangements
Under AASB 11 Joint Arrangements, investments
in joint arrangements are classified as either joint
operations or joint ventures. The classification
depends on the contractual rights and
obligations of each investor, rather than the
legal structure of the joint arrangement. NSPT
has a joint venture that is recognised in both the
NSPT Group and the Consolidated Group.
Interests in joint ventures are accounted for
using the equity method.
Equity method
Under the equity method, the investment in an
associate or a joint venture is initially recognised
at cost. The carrying amount of the investment is
adjusted to recognise changes in the group’s
share of net assets since the acquisition date.
Goodwill relating to the associate or joint
venture is included in the carrying amount of the
investment and is neither amortised nor
individually tested for impairment.
The statement of profit or loss reflects the
group’s share of the results of operations of the
associate or joint venture. Any change in other
comprehensive income of those investees is
presented as part of the group’s other
comprehensive income. In addition, when there
has been a change recognised directly in the
equity of the associate or joint venture, the
group recognises its share of any changes,
when applicable, in the statement of changes
in equity. Unrealised gains and losses resulting
from transactions between the group and the
associate or joint venture are eliminated to the
extent of the interest in the associate or joint
venture.
The aggregate of the group’s share of profit or
loss of associates and joint ventures is shown on
the face of the statement of profit or loss outside
operating profit and represents profit or loss after
tax and non-controlling interests in the
subsidiaries of associates or joint ventures.
The financial statements of the associate or joint
venture are prepared for the same reporting
period as the group. When necessary,
73
adjustments are made to bring the accounting
policies in line with those of the group.
After application of the equity method, the
group determines whether it is necessary to
recognise an impairment loss on its investment in
its associate or joint venture. At each reporting
date, the group determines whether there is
objective evidence that the investment in the
associate or joint venture is impaired. If there is
such evidence, the group calculates the
amount of impairment as the difference
between the recoverable amount of the
associate or joint venture and its carrying value,
then recognises the loss as ‘Share of profit of
joint ventures and associates’ in the statement
of profit or loss. Upon loss of significant influence
over an associate or joint control over the joint
venture, the group measures and recognises
any retained investment at its fair value. Any
difference between the carrying amount of the
associate or joint venture upon loss of significant
influence or joint control and the fair value of
the retained investment and proceeds from
disposal is recognised in profit or loss.
(e) Revenue recognition
Revenue is recognised to the extent that it is
probable that the economic benefits will flow to
the group and the revenue can be reliably
measured, regardless of when the payment is
being made. Revenue is measured at the fair
value of the consideration received or
receivable, taking into account contractually
defined terms of payment and excluding taxes
or duty. The group assesses its revenue
arrangements against specific criteria to
determine if it is acting as principal or agent. The
group has concluded that it is acting as a
principal in all of its revenue arrangements. The
specific recognition criteria described below
must also be met before revenue is recognised.
Rental and storage revenue
Revenue from the provision of storage space is
recognised less any amount contractually
refundable to customers over the term of the
general agreement. In the NSPT Group, rental
income from investment properties is recognised
on a straight-line basis over the lease term and is
included in revenue in the statement of profit or
loss due to its operating nature.
Sale of goods
Revenue from the sale of goods is recognised
when the significant risks and rewards of
ownership have passed to the buyer, usually on
delivery of the goods. Gains / (losses) on the sale
of assets are calculated on the carrying amount
in the financial statements at the last full period.
Interest income
Interest income is recognised using the effective
interest method. When a receivable is impaired,
the group reduces the carrying amount to its
recoverable amount, being the estimated
future cash flow discounted at the original
effective interest rate of the instrument, and
continues unwinding the discount as interest
income. Interest income on impaired loans is
recognised using the original effective interest
rate.
Other revenue
Other revenue is recognised to the extent that it
is probable that the economic benefits will flow
to the group and the revenue can be reliably
measured.
(f)
Taxes
The Consolidated Group comprises taxable and
non-taxable entities. A liability for current and
deferred tax expense is only recognised in
respect of taxable entities that are subject to
income tax and potential capital gains tax.
Under current Australian income tax legislation
trusts within the NSPT Group are not liable to
Australian income tax provided securityholders
are presently entitled to the taxable income of
the trusts and the trusts generally distribute their
taxable income. NSPT’s subsidiary National
Storage New Zealand Property Trust (“NSNZPT”)
is an Australian registered trust which owns
investment property in New Zealand. For New
Zealand tax purposes NSNZPT is classed as a unit
trust and is subject to New Zealand income tax.
Current Income tax
Current income tax assets and liabilities are
measured at the amount expected to be
recovered or paid to the taxation authorities.
The tax rates and tax laws used to compute the
amount are those that are enacted or
substantively enacted at the reporting date in
the countries where the Group operates and
generates taxable income.
Current income tax relating to items recognised
directly in equity is recognised in equity and not
in the statement of profit or loss. Management
periodically evaluates positions taken in the tax
returns with respect to situations in which
applicable tax regulations are subject to
interpretation and establishes provisions where
appropriate.
Deferred tax
Deferred tax is provided using the liability
method, on temporary differences arising
between the tax bases of assets and liabilities
and their carrying amounts for financial
reporting purposes at the reporting date.
74
Deferred tax liabilities are recognised for all
taxable temporary differences, except:
have been enacted or substantially enacted at
the reporting date.
When the deferred tax liability arises from
the initial recognition of goodwill or an asset
or liability in a transaction that is not a
business combination and, at the time of
the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred tax relating to items recognised
outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in
correlation to the underlying transaction either
in other comprehensive income or directly in
equity.
In respect of taxable temporary differences
associated with investments in subsidiaries,
associates and interest in joint
arrangements, when the timing of the
reversal of temporary differences can be
controlled and it is probable that the
temporary difference will not reverse in the
foreseeable future.
The deferred tax liabilities in relation to freehold
investment property measured at fair value is
determined assuming the property value will be
recovered entirely through a sale.
Deferred tax assets are recognised for all
deductible temporary differences, the carry
forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to
the extent that it is probable that taxable profit
will be available against which the deductible
temporary differences, and the carry forward of
unused tax credits and unused tax losses can be
utilised, except:
Deferred tax assets and liabilities are offset if a
legally enforceable right to offset current tax
assets and liabilities exists and when the
deferred tax balances relate to the same
taxation authority.
Tax consolidation legislation
National Storage Holdings Limited and its wholly-
owned Australian controlled entities have
implemented the tax consolidation legislation.
As a consequence, these entities are taxed as a
single entity and the deferred tax assets and
liabilities of these entities are set off in the
consolidated financial statements. Accounting
for the tax consolidation legislation is only
relevant for the individual financial statements
of the parent entity (head entity) in the tax
consolidated group, but not for the
consolidated financial statements.
Goods and services tax (GST)
Revenues, expenses and assets are recognised
net of the amount of GST, except:
When the deferred tax asset relating to the
deductible temporary difference arises from
the initial recognition of an asset or liability
that is not a business combination and, at
the time of the transaction, affects neither
the accounting profit nor taxable profit or
loss.
When the GST incurred on a sale or
purchase of assets is not payable or
recoverable from the taxation authority, in
which case the GST is recognised as part of
the revenue or expense item or part of the
cost of acquisition of the asset, as
applicable.
In respect of deductible temporary
differences associated with investments in
subsidiaries, associates and interests in joint
arrangements, deferred tax assets are
recognised only to the extent that it is
probable that the temporary difference will
not reverse in the foreseeable future and
taxable profit will be available against
which the temporary differences can be
utilised.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in
the year when the asset is realised or the liability
is settled, based on the tax rates (and laws) that
When receivables and payables are stated
with the amount of GST included.
The net amount of GST recoverable from, or
payable to, the taxation authority is included as
part of receivables or payables in the statement
of financial position. Commitments and
contingencies are disclosed net of the amount
of GST recoverable from, or payable to, the
taxation authority.
Cash flows are included in the statement of
cash flows on a gross basis and the GST
component of cash flows arising from investing
and financing activities, which is recoverable
from, or payable to, the taxation authority is
classed as part of operating cash flows.
75
(g)
Foreign currencies
The Group’s consolidated financial statements
are presented in Australian dollars. For each
entity, the Group determines the functional
currency and items included in the financial
statements of each entity are measured using
that functional currency.
Transactions and balances
Transactions in foreign currencies are initially
recorded by the Group’s entities at their
respective functional currency spot rates at the
date the transaction first qualifies for
recognition. Monetary assets and liabilities
denominated in foreign currencies are
translated at the functional currency spot rates
of exchange at the reporting date.
Differences arising on settlement or translation of
monetary items are recognised in profit or loss
with the exception of monetary items that are
designated as part of the hedge of the Group’s
net investment of a foreign operation. These are
recognised in other comprehensive income until
the net investment is disposed of, at which time,
the cumulative amount is reclassified to profit or
loss. Tax charges and credits attributable to
exchange differences on those monetary items
are also recorded in other comprehensive
income.
Non-monetary items that are measured in terms
of historical cost in a foreign currency are
translated using the exchange rates at the
dates of the initial transactions. Non-monetary
items measured at fair value in a foreign
currency are translated using the exchange
rates at the date when the fair value is
determined.
The gain or loss arising on translation of non-
monetary items measured at fair value is treated
in line with the recognition of the gain or loss on
the change in fair value of the item (i.e.,
translation differences on items whose fair value
gain or loss is recognised in other
comprehensive income or profit or loss are also
recognised in other comprehensive income or
profit or loss, respectively).
Group companies
On consolidation, the assets and liabilities of
foreign operations are translated into Australian
dollars at the rate of exchange prevailing at the
reporting date and their statements of profit or
loss are translated at exchange rates prevailing
at the dates of the transactions. The exchange
differences arising on translation for
consolidation are recognised in other
comprehensive income. On disposal of a
foreign operation, the component of other
comprehensive income relating to that
particular foreign operation is recognised in
profit or loss.
Any goodwill arising on the acquisition of a
foreign operation and any fair value
adjustments to the carrying amounts of assets
and liabilities arising on the acquisition are
treated as assets and liabilities of the foreign
operation and translated at the spot rate of
exchange at the reporting date.
(h)
Business combinations
The acquisition method of accounting is used to
account for all business combinations,
regardless of whether equity instruments or other
assets are acquired.
The consideration transferred for the acquisition
of a subsidiary comprises:
equity interests issued by the group
the fair values of the assets transferred
liabilities incurred
fair value of any asset or liability resulting
from a contingent consideration
arrangement
fair value of any pre-existing equity interest
in the subsidiary.
Identifiable assets, liabilities, and contingent
liabilities assumed in a business combination are,
with limited exceptions, measured initially at
their fair values at the acquisition date. The
group recognises any non-controlling interest in
the acquired entity on an acquisition-by-
acquisition basis either at fair value or at the
non-controlling interest’s proportionate share of
the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as
incurred.
The excess of the consideration transferred, the
amount of any non-controlling interest in the
acquired entity, and the fair value of any
previous equity interest in the acquired entity at
the date of acquisition, over the fair value of the
net identifiable assets acquired is recorded as
goodwill. If this is less than the fair value of the
net identifiable assets of the subsidiary acquired,
the difference is recognised directly in profit or
loss as a bargain purchase.
Where settlement of any part of cash
consideration is deferred, the amounts payable
in the future are discounted to their present
value as at the date of exchange. The discount
rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing
could be obtained from an independent
financier under comparable terms and
conditions. Contingent consideration is classified
either as equity or a financial liability. Amounts
classified as a financial liability are subsequently
76
remeasured to fair value with changes in fair
value recognised in profit or loss.
If the business combination is achieved in
stages, the acquisition date carrying value of
the acquirer’s previously held equity interest in
the acquire is remeasured to fair value at the
acquisition date. Any gains or losses arising from
re-measurement are recognised in profit or loss.
(i)
Leases
The determination of whether an arrangement is
(or contains) a lease is based on the substance
of the arrangement at the inception of the
lease. The arrangement is, or contains, a lease if
fulfilment of the arrangement is dependent on
the use of a specific asset or assets and the
arrangement conveys a right to use the asset or
assets, even if that right is not explicitly specified
in an arrangement.
The Consolidated Group leases properties which
are classified as investment properties (note
10.3). The Consolidated Group also leases
various items of plant and equipment. The NSPT
Group does not have any finance leases for
investment properties or property plant and
equipment.
Leased investment properties and property,
plant and equipment
Leases of investment property and property
plant and equipment, where the group as
lessee has substantially all the risks and rewards
of ownership, are classified as finance leases.
Leasehold investment property and property,
plant and equipment finance leases are
capitalised at the lease’s inception at the fair
value of the leased property.
The corresponding rental obligations, net of
finance charges, are included in other short-
term and long-term payables. Each lease
payment is allocated between the liability and
finance cost. The finance cost is charged to the
profit or loss over the lease period so as to
produce a constant periodic rate of interest on
the remaining balance of the liability for each
period. The investment properties acquired
under finance leases are carried at fair value.
Changes in value are presented in profit or loss.
The property, plant and equipment acquired
under finance leases is depreciated over the
asset’s useful life or over the shorter of the asset’s
useful life and the lease term if there is no
reasonable certainty that the group will obtain
ownership at the end of the lease term.
Operating leases
Leases in which a significant portion of the risks
and rewards of ownership are not transferred to
the group as lessee are classified as operating
leases (note 18). Payments made under
operating leases (net of any incentives received
from the lessor) are charged to profit or loss on a
straight-line basis over the period of the lease.
NSPT Group as lessor
Lease income from operating leases where the
group is a lessor is recognised in revenue less
any amount contractually refundable to
customers over the term of the general
agreement.
(j) Cash and cash equivalents
Cash and cash equivalents in the statement of
financial position comprise cash at bank and on
hand and short-term deposits with an original
maturity of three months or less that are readily
convertible to known amounts of cash and
which are subject to an insignificant risk of
change in value.
For the purposes of the statement of cash flows,
cash and cash equivalents consist of cash and
short term deposits as defined above.
(k)
Trade receivables
Trade receivables are recognised initially at fair
value and subsequently measured at amortised
cost using the effective interest method, less
provision for impairment. (See note 9.2 for further
information about the Group’s accounting for
trade receivables and note 15 for a description
of the group’s impairment policies.)
(l)
Inventories
Inventories are valued at the lower of cost and
net realisable value. Costs are assigned on a
first-in first-out basis.
Net realisable value is the estimated selling price
in the ordinary course of business, less estimated
costs of completion and the estimated costs
necessary to make the sale.
(m) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial
recognition, as financial assets at fair value
through profit or loss, loans and receivables,
held-to-maturity investments, and available-for-
sale financial assets.
All financial assets are recognised initially at fair
value, plus in the case of financial assets not
subsequently measured at fair value through
profit or loss, transaction costs that are
attributable to the acquisition of the financial
asset.
77
Subsequent measurement
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
include financial assets held for trading and
financial assets designated upon initial
recognition at fair value through profit or loss.
Financial assets are classified as held for trading
if they are acquired for the purpose of selling or
repurchasing in the near term. Derivatives,
including separated embedded derivatives are
also classified as held for trading unless they are
designated as effective hedging instruments as
defined by AASB 139.
Loans and receivables
Loans and receivables are non-derivative
financial assets with fixed or determinable
payments that are not quoted in an active
market. After initial measurement, such financial
assets are subsequently measured at amortised
cost using the effective interest rate method,
less impairment. The losses arising from
impairment are recognised in the statement of
profit or loss in finance costs for loans and other
operational expenses for receivables.
Held-to-maturity investments
Non-derivative financial assets with fixed or
determinable payments and fixed maturities are
classified as held-to-maturity when the Group
has the positive intention and ability to hold
them to maturity. After initial measurement,
held-to-maturity investments are measured at
amortised cost using the effective interest rate,
less impairment.
Available-for-sale financial assets
Available-for-sale financial assets include equity
investments and debt securities. Equity
investments classified as available-for-sale are
those that are neither classified as held for
trading nor designated at fair value through
profit or loss. Debt securities in this category are
those that are intended to be held for an
indefinite period of time and that may be sold in
response to needs for liquidity or in response to
changes in the market conditions.
The Group currently has no available-for-sale
financial assets.
De-recognition
Financial assets are derecognised when the
rights to receive cash flows from the financial
assets have expired or have been transferred
and the group has transferred substantially all
the risks and rewards of ownership. When
securities classified as available-for-sale are sold,
the accumulated fair value adjustments
recognised in other comprehensive income are
reclassified to profit or loss as gains and losses
from investment securities.
Impairment
The group assesses at the end of each reporting
period whether there is objective evidence that
a financial asset or group of financial assets is
impaired. An impairment exists if one or more
events that has occurred since the initial
recognition of the asset (an incurred ‘loss
event’) has an impact on the estimated future
cash flows of the financial asset or the group of
financial assets that can be reliably estimated.
Financial Assets carried at amortised cost
For loans and receivables and held to maturity
investments, the amount of the loss is measured
as the difference between the asset’s carrying
amount and the present value of estimated
future cash flows (excluding future credit losses
that have not been incurred) discounted at the
financial asset’s original effective interest rate.
The carrying amount of the asset is reduced and
the amount of the loss is recognised in profit or
loss. If a loan or held-to-maturity investment has
a variable interest rate, the discount rate for
measuring any impairment loss is the current
effective interest rate determined under the
contract. The group may measure impairment
on the basis of an instrument’s fair value using
an observable market price.
If, in a subsequent period, the amount of the
impairment loss decreases and the decrease
can be related objectively to an event
occurring after the impairment was recognised
(such as an improvement in the debtor’s credit
rating), the reversal of the previously recognised
impairment loss is recognised in profit or loss.
Assets classified as available for sale
If there is objective evidence of impairment for
available-for-sale financial assets, the
cumulative loss – measured as the difference
between the acquisition cost and the current
fair value, less any impairment loss on that
financial asset previously recognised in profit or
loss – is removed from equity and recognised in
profit or loss.
Impairment losses on equity instruments that
were recognised in profit or loss are not reversed
through profit or loss in a subsequent period. If
the fair value of a debt instrument classified as
available-for-sale increases in a subsequent
period and the increase can be objectively
related to an event occurring after the
impairment loss was recognised in profit or loss,
the impairment loss is reversed through profit or
loss.
(n) Derivatives and hedging activities
Derivatives are initially recognised at fair value
on the date a derivative contract is entered into
and are subsequently remeasured to their fair
value at the end of each reporting period. The
78
accounting for subsequent changes in fair value
depends on whether the derivative is
designated as a hedging instrument, and if so,
the nature of the item being hedged. The group
designates certain derivatives as either:
hedges of the fair value of recognised
assets or liabilities or a firm commitment (fair
value hedges)
hedges of a particular risk associated with
the cash flows of recognised assets and
liabilities and highly probable forecast
transactions (cash flow hedges), or
hedges of a net investment in a foreign
operation (net investment hedges).
The group documents at the inception of the
hedging transaction the relationship between
hedging instruments and hedged items, as well
as its risk management objective and strategy
for undertaking various hedge transactions. The
group also documents its assessment, both at
hedge inception and on an ongoing basis, of
whether the derivatives that are used in
hedging transactions have been and will
continue to be highly effective in offsetting
changes in fair values or cash flows of hedged
items.
The fair values of various derivative financial
instruments used for hedging purposes are
disclosed in note 9.8. Movements in the hedging
reserve in equity are shown in note 14. The full
fair value of a hedging derivative is classified as
a non-current asset or liability when the
remaining maturity of the hedged item is more
than 12 months; it is classified as a current asset
or liability when the remaining maturity of the
hedged item is less than 12 months. Trading
derivatives are classified as a current asset or
liability.
Fair value hedge
Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are
recorded in profit or loss, together with any
changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk.
The gain or loss relating to the effective portion
of interest rate swaps hedging fixed rate
borrowings is recognised in profit or loss within
finance costs, together with changes in the fair
value of the hedged fixed rate borrowings
attributable to interest rate risk. The gain or loss
relating to the ineffective portion is recognised
in profit or loss within other income or other
expenses.
If the hedge no longer meets the criteria for
hedge accounting, the adjustment to the
carrying amount of a hedged item for which the
effective interest method is used is amortised to
profit or loss over the period to maturity using a
recalculated effective interest rate.
Cash flow hedge
The effective portion of changes in the fair value
of derivatives that are designated and qualify as
a cash flow hedge is recognised in other
comprehensive income and accumulated in
reserves in equity. The gain or loss relating to the
ineffective portion is recognised immediately in
profit or loss within finance income or finance
costs.
Amounts accumulated in equity are reclassified
to profit or loss in the periods when the hedged
item affects profit or loss (for instance when the
forecast sale that is hedged takes place). On
reclassification, the gain or loss relating to the
effective portion of interest rate swaps hedging
variable rate borrowings is recognised in profit or
loss within ‘finance costs’. However, when the
forecast transaction that is hedged results in the
recognition of a non-financial asset (for
example, inventory or fixed assets) the gains
and losses previously deferred in equity are
reclassified from equity and included in the
initial measurement of the cost of the asset. The
deferred amounts are ultimately recognised in
profit or loss as cost of goods sold in the case of
inventory, or as depreciation or impairment in
the case of fixed assets.
When a hedging instrument expires or is sold or
terminated, or when a hedge no longer meets
the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that
time remains in equity and is recognised when
the forecast transaction is ultimately recognised
in profit or loss. When a forecast transaction is no
longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately
reclassified to profit or loss.
Derivatives that do not qualify for hedge
accounting
Certain derivative instruments do not qualify for
hedge accounting. Changes in the fair value of
any derivative instrument that does not qualify
for hedge accounting are recognised
immediately in profit or loss and are included in
other income or other expenses.
(o)
Property, plant and equipment
Property, plant and equipment is stated at
historical cost less depreciation. Historical cost
includes expenditure that is directly attributable
to the acquisition of the items. Subsequent costs
are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate,
only when it is probable that future economic
benefits associated with the item will flow to the
group and the cost of the item can be
measured reliably. The carrying amount of any
component asset is derecognised when
79
replaced. All repairs and maintenance are
charged to profit or loss during the reporting
period in which they are incurred.
Depreciation is calculated on a straight-line
basis over the estimated useful life of the assets
as follows:
Leasehold improvements - Remaining
length of lease term
Plant and equipment - 2.5 - 20 years
Each asset’s residual value and useful life is
reviewed, and adjusted if appropriate, at the
end of each reporting period.
An asset’s carrying amount is written down
immediately to its recoverable amount if the
asset’s carrying amount is greater than its
estimated recoverable amount (note 2(r)).
Gains and losses on disposals are determined by
comparing proceeds with carrying amount.
These are included in profit or loss.
(p)
Investment properties
Freehold investment properties
Investment properties are measured initially at
cost, including transaction costs. Subsequent to
initial recognition, investment properties are
stated at fair value, which reflects market
conditions at the reporting date. Gains or losses
arising from changes in the fair values of
investment properties are included in profit or
loss in the period in which they arise.
Fair values are determined by a combination of
independent valuations and Director valuations.
The independent valuations are performed by
an accredited independent valuer. Investment
properties are independently valued on a
rotation basis every three years unless the
underlying financing requires a more frequent
valuation cycle. For properties subject to an
independent valuation report the Directors
verify all major inputs to the valuation and
review the results with the independent valuer.
The Director valuations are completed by NSH
Group Board. The valuations are determined
using the same techniques and similar estimates
to those applied by the independent valuer.
Investment properties are derecognised either
when they have been disposed of or when they
are permanently withdrawn from use and no
future economic benefit is expected from their
disposal. The difference between the net
disposal proceeds and the carrying amount of
the asset is recognised in the statement of profit
or loss in the period of de-recognition.
Transfers are made to or from investment
property only when there is a change in use. For
a transfer from investment property to owner-
occupied property, the deemed cost for
subsequent accounting is the fair value at the
date of change in use. If owner-occupied
property becomes an investment property, the
Group accounts for such property in
accordance with the policy stated under
property, plant and equipment up to the date
of change in use.
Leasehold investment properties
The NSH Group, as lessee, has properties under
operating leases that, in accordance with AASB
140 Investment Property, qualify for treatment as
investment properties. Under this treatment, for
each property, the present value of the
minimum lease payments is determined and
carried as a lease liability as if it were a finance
lease and the fair value of the lease to the NSH
Group is recorded each period as investment
property under an operating lease.
Gains or losses arising from changes in the fair
values of investment properties are included in
profit or loss in the period in which they arise,
including the corresponding tax effect. Fair
values are determined using the same valuation
process applied to freehold investment
property.
Lease payments are allocated between the
principal component of the lease liability and
interest expense so as to achieve a constant
rate of interest on the remaining balance of the
liability. Interest expense is recognised in finance
costs in the consolidated statements of profit
and loss and interest paid is presented within
consolidated statements of cash flows.
(q)
Intangible assets
Intangible assets acquired separately are
measured on initial recognition at cost. The cost
of intangible assets acquired in a business
combination is their fair value at the date of
acquisition. Following initial recognition,
intangible assets are carried at cost less any
accumulated amortisation and accumulated
impairment losses. Internally generated
intangibles, excluding capitalised development
costs, are not capitalised and the related
expenditure is reflected in profit or loss in the
period in which the expenditure is incurred.
The useful lives of intangible assets are assessed
as either finite or indefinite. Intangible assets with
finite lives are amortised over the useful
economic life and assessed for impairment
whenever there is an indication that the
intangible asset may be impaired. The
amortisation period and the amortisation
method for an intangible asset with a finite
useful life are reviewed at least at the end of
80
each reporting period. Changes in the
expected useful life or the expected pattern of
consumption of future economic benefits
embodied in the asset are considered to modify
the amortisation period or method, as
appropriate, and are treated as changes in
accounting estimates and adjusted on a
prospective basis. The amortisation expense on
intangible assets with finite lives is recognised in
the statement of profit or loss as the expense
category that is consistent with the function of
the intangible assets.
Intangible assets, such as goodwill, with
indefinite useful lives are not amortised, but are
tested for impairment at each reporting period,
either individually or at the cash-generating unit
level. The assessment of indefinite life is reviewed
at each reporting period to determine whether
the indefinite life continues to be supportable. If
not, the change in useful life from indefinite to
finite is made on a prospective basis. Gains or
losses arising from de-recognition of an
intangible asset are measured as the difference
between the net disposal proceeds and the
carrying amount of the asset and are
recognised in the statement of profit or loss
when the asset is derecognised.
Costs incurred in developing products or systems
and acquiring software and licences that will
contribute to future economic benefits are
capitalised as an intangible asset. Costs
capitalised include external direct costs of
materials and service, employee costs and an
appropriate portion of relevant overheads.
IT development costs include only those costs
directly attributable to the development phase
and are only recognised following completion
of technical feasibility and where the group has
an intention and ability to use the asset. IT
software is amortised over a period of five years,
unless events or changes in circumstances
indicate that it might be impaired in which case
it is amortised over an appropriate shorter
period.
(r)
Impairment of assets
Goodwill and intangible assets that have an
indefinite useful life are not subject to
amortisation and are tested annually for
impairment or more frequently if events or
changes in circumstances indicate that they
might be impaired. Other assets are tested 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. The recoverable
amount is the higher of an asset’s fair value less
costs of disposal and value in use. For the
purposes of assessing impairment, assets are
grouped at the lowest levels for which there are
separately identifiable cash inflows which are
largely independent of the cash inflows from
other assets or groups of assets (cash-generating
units). Non-financial assets other than goodwill
that suffered impairment are reviewed for
possible reversal of the impairment at the end of
each reporting period.
(s)
Trade and other payables
These amounts represent liabilities for goods and
services provided to the group prior to the end
of financial year which are unpaid. The amounts
are unsecured and are usually paid within 30
days of recognition. Trade and other payables
are presented as current liabilities unless
payment is not due within 12 months after the
reporting period. They are recognised initially at
their fair value and subsequently measured at
amortised cost using the effective interest
method.
Payables to related parties are carried at the
principal amount. No interest is charged on
these payables.
(t)
Interest bearing loans and borrowings
Interest bearing loans and borrowings are
initially recognised at fair value, net of
transaction costs incurred. Interest bearing loans
and borrowings are subsequently measured at
amortised cost. Any difference between the
proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss
over the period of the Interest bearing loans and
borrowings using the effective interest method.
Fees paid on the establishment of loan facilities
are recognised as transaction costs of the loan
to the extent that it is probable that some or all
of the facility will be drawn down. In this case,
the fee is deferred until the draw down occurs.
To the extent there is no evidence that it is
probable that some or all of the facility will be
drawn down, the fee is capitalised as a
prepayment for liquidity services and amortised
over the period of the facility to which it relates.
Interest bearing loans and borrowings are
removed from the balance sheet when the
obligation specified in the contract is
discharged, cancelled or expired. The
difference between the carrying amount of a
financial liability that has been extinguished or
transferred to another party and the
consideration paid, including any non-cash
assets transferred or liabilities assumed, is
recognised in profit or loss as other income or
finance costs.
81
Where the terms of a financial liability are
renegotiated and the entity issues equity
instruments to a creditor to extinguish all or part
of the liability (debt for equity swap), a gain or
loss is recognised in profit or loss, which is
measured as the difference between the
carrying amount of the financial liability and the
fair value of the equity instruments issued.
Interest bearing loans and borrowings are
classified as current liabilities unless the group
has an unconditional right to defer settlement of
the liability for at least 12 months after the
reporting period.
(u)
Borrowing costs
Borrowing costs are recognised as an expense
when incurred unless they relate to the
acquisition, construction or production of a
qualifying asset or to upfront borrowing
establishment and arrangement costs, which
are deferred and amortised as an expense over
the life of the facility. Borrowing costs incurred
for the construction of any qualifying asset are
capitalised during the period of time that is
required to complete and prepare the asset for
its intended use or sale.
(v)
Provisions
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a
result of a past event, it is probable that an
outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the
amount of the obligation. When the Group
expects some or all of a provision to be
reimbursed, the reimbursement is recognised as
a separate asset, but only when the
reimbursement is virtually certain. Provisions are
not recognised for future operating losses.
Provisions are measured at the present value of
management’s best estimate of the
expenditure required to settle the present
obligation at the end of the reporting period.
The discount rate used to determine the present
value is a pre-tax rate that reflects current
market assessments of the time value of money
and the risks specific to the liability. The increase
in the provision due to the passage of time is
recognised as interest expense.
Neither the Consolidated Group nor the NSPT
Group have any provision for legal claims. In
accordance with lease agreements, the
Consolidated Group must restore the leased
premises in a number of leasehold premises to its
original condition at lease expiry. A provision has
been recognised for the obligation to remove
leasehold improvements from the leased
premises (note 10.6).
(w) Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-
monetary benefits, and accumulating annual
leave which are expected to be settled within
12 months of the reporting date are recognised
in respect of employees' services up to the
reporting date. They are measured at the
amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits obligations
The Group does not expect its long service
leave benefits to be settled wholly within 12
months of each reporting date. The Group
recognises a liability for long service leave
measured as the present value of expected
future payments to be made in respect of
services provided by employees up to the
reporting date using the projected unit credit
method. Consideration is given to previous
experience of employee departures, and
periods of service. Expected future payments
are discounted using market yields at the
reporting date on the applicable corporate
bonds with terms to maturity and currencies that
match, as closely as possible, the estimated
future cash outflows.
Retirement benefit obligations
All employees can direct the group to make
contributions to a defined contribution plan of
their choice. Contributions to defined
contribution superannuation funds are
recognised as an expense as they become
payable. Prepaid contributions are recognised
as an asset to the extent that a cash refund or a
reduction in the future payments is available.
(x) Contributed equity
Issued and paid up capital is recognised at the
fair value of the consideration received by the
Consolidated Group and the NSPT Group.
Stapled securities are classified as equity.
Incremental costs directly attributable to the
issue of securities are shown in equity as a
deduction, net of tax, from the proceeds.
(y) Dividends and distribution to
securityholders
The Consolidated Group and the NSPT Group
recognise a liability to make cash or non-cash
distributions to equity holders when the
distribution is authorised and is no longer at the
discretion of the Company or the Responsible
82
Entity. A corresponding amount is recognised
directly in equity.
Non-cash distributions are measured at the fair
value of the assets to be distributed with fair
value re-measurement recognised directly in
equity. Any difference between the carrying
amount of the liability and the carrying amount
of the assets distributed is recognised in the
statement of profit or loss.
(z)
Rounding of amounts
The Company and NSPT are of a kind referred to
in ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument
2016/191, relating to the ‘rounding off’ of
amounts in the financial statements. Amounts in
the financial statements have been rounded off
in to the nearest thousand dollars, or in certain
cases, the nearest dollar.
(aa) Parent entity financial information
The financial information for the parent entities,
National Storage Holdings Limited (“NSH”) and
National Storage Property Trust (“NSPT”),
disclosed in note 21 has been prepared on the
same basis as the consolidated financial
statements, except as set out below.
Investments in subsidiaries
Investments in subsidiaries are accounted for at
cost in the financial statements of NSH and NSPT.
Tax consolidation legislation
NSH and its wholly-owned entities have
implemented the tax consolidation legislation.
The head entity, NSH, and the controlled entities
that are in the tax consolidated group, account
for their own current and deferred tax amounts.
These tax amounts are measured as if each
entity in the tax consolidated group continues to
be a stand-alone tax payer in its own right.
In addition to its own current and deferred tax
amounts, NSH also recognises the current tax
liabilities (or assets) and the deferred tax assets
arising from unused tax losses and unused tax
credits assumed from controlled entities in the
tax consolidated group.
The entities have also entered into a tax funding
agreement under which the wholly-owned
entities fully compensate NSH for any current tax
payable assumed and are compensated by
NSH for any current tax receivable and deferred
tax assets relating to unused tax losses or unused
tax credits that are transferred to NSH under the
tax consolidation legislation. The funding
amounts are determined by reference to the
amounts recognised in the wholly-owned
entities' financial statements. The amounts
receivable/payable under the tax funding
agreement are due upon receipt of the funding
advice from the head entity, which is issued as
soon as practicable after the end of each
financial year. The head entity may also require
payment of interim funding amounts to assist
with its obligations to pay tax instalments.
Assets or liabilities arising under tax funding
agreements with the tax consolidated entities
are recognised as current amounts receivable
from or payable to other entities in the
Consolidated Group.
(bb) Fair value measurement
The Consolidated Group and the NSPT Group
measure financial instruments, such as
derivatives, and non-financial assets such as
investment properties, at fair value at each
balance sheet date.
Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date. The fair value
measurement is based on the presumption that
the transaction to sell the asset or transfer the
liability takes place either:
in the principal market for the asset or
liability, or
in the absence of a principal market, in the
most advantageous market for the asset or
liability
The principal or the most advantageous market
must be accessible by the group.
The fair value of an asset or a liability is
measured using the assumptions that market
participants would use when pricing the asset or
liability, assuming that market participants act in
their economic best interest. A fair value
measurement of a non-financial asset takes into
account a market participant's ability to
generate economic benefits by using the asset
in its highest and best use or by selling it to
another market participant.
The group uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data is available to measure fair value,
maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is
measured or disclosed in the financial
statements are categorised within the fair value
hierarchy, described as follows, based on the
lowest level input that is significant to the fair
value measurement as a whole:
83
Level 1 — Quoted (unadjusted) market
prices in active markets for identical assets
or liabilities
Level 2 — Valuation techniques for which
the lowest level input that is significant to
the fair value measurement is directly or
indirectly observable
Level 3 — Valuation techniques for which
the lowest level input that is significant to
the fair value measurement is unobservable
For assets and liabilities that are recognised in
the financial statements on a recurring basis, the
group determines whether transfers have
occurred between levels in the hierarchy by re-
assessing categorisation (based on the lowest
level input that is significant to the fair value
measurement as a whole) at the end of each
reporting period.
For further details on fair value refer to notes 9.8
and 10.7.
3.
SIGNIFICANT ACCOUNTING
JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS
The preparation of the Consolidated Group’s
and the NSPT Group’s consolidated financial
statements requires management to make
judgements, estimates and assumptions that
affect the reported amounts of revenues,
expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure
of contingent assets and liabilities. Uncertainty
about these assumptions and estimates could
result in outcomes that require a material
adjustment to the carrying amount of the assets
or liabilities affected in future periods.
Judgements
In the process of applying the Consolidated
Group’s and the NSPT Group’s accounting
policies, management has made the following
judgements, which have a significant effect on
the amounts recognised in the consolidated
financial statements:
Significant judgement: classification of joint
arrangement
The Consolidated Group and the NSPT Group
have a 10% interest in a joint arrangement
known as The Southern Cross Group which
consists of Southern Cross Operations Pty Ltd
and Southern Cross Property Trust. The joint
venture has been contractually structured
whereby the parties to the agreement have
agreed to an equal number of director positions
with equal votes and participation in decision
making. The Southern Cross Group is considered
a joint venture as it is a separate vehicle, being
the consolidation of Southern Cross Operations
Pty Ltd and Southern Cross Property Trust (see
note 12).
Deferred income tax
Deferred tax assets are recognised by the
Consolidated Group and NSPT Group for unused
tax losses to the extent that it is probable that
taxable profit will be available against which the
losses can be utilised. Significant management
judgement is required to determine the amount
of deferred tax assets that can be recognised,
based upon the likely timing and the level of
future taxable profits together with future tax
planning strategies.
Estimates and assumptions
The key assumptions concerning the future and
other key sources of estimation uncertainty at
the reporting date, that have significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities within the next
financial year, are described below.
Assumptions and estimates are based on
parameters available when the consolidated
financial statements were prepared. Existing
circumstances and assumptions about the
future developments may change due to
market changes or circumstances arising
beyond the control of the Groups. Such
changes are reflected in the assumptions when
they occur.
Revaluation of investment properties
The Consolidated Group and NSPT Group carries
its investment properties at fair value, with
changes in fair value being recognised in the
statement of profit or loss under fair value
adjustments. Fair values are determined by a
combination of independent valuations
assessed on a rotation basis and Director
valuations, determined using the same
techniques and similar estimates to those
applied by the independent valuer. The key
assumptions used to determine the fair value of
the properties and the sensitivity analyses are
provided in note 10.7.
Impairment of non-financial assets – intangibles
An impairment exists when the carrying value of
an asset or cash-generating unit (CGU) exceeds
its recoverable amount, which is the higher of its
fair value less costs to sell and its value in use.
The fair value less costs to sell calculation is
based on available data from binding sales
transactions, conducted at arm’s length, for
similar assets or observable market prices less
incremental costs for disposing of the asset. The
value in use calculation is based on a
discounted cash flow model. The cash flows are
84
derived from the budget for the next five years
and do not include restructuring activities that
the Consolidated Group is not yet committed to
or significant future investments that will
enhance the performance of the CGU being
tested. The recoverable amount is most sensitive
to the discount rate used for the discounted
cash flow model as well as the expected future
cash-inflows and the growth rate used for
extrapolation purposes.
4.
SEGMENT INFORMATION
The Consolidated Group has identified its operating segments based on the internal management
information used by Directors of National Storage Holdings Limited, the Consolidated Group’s chief
decision makers.
The Consolidated Group operates wholly within one business segment being the operation and
management of storage centres in Australia and New Zealand. The operating results presented in the
statements of profit or loss represent the same segment information as reported to the Board of National
Storage Holdings Limited. The Group’s financing is managed on a Group basis and not allocated to
operating segments.
Geographic information
Revenue from external customers
Australia
New Zealand
Total
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
77,002
2,748
79,750
63,687
-
63,687
33,559
1,481
35,040
29,713
-
29,713
The revenue information above is based on the location of storage centres.
Geographic information
Non-current operating assets
Australia
New Zealand
Total
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
822,801
53,107
875,908
614,335
-
614,335
578,103
51,429
629,532
472,002
-
472,002
Non-current assets for this purpose consists of property, plant and equipment, investment properties and
intangible assets.
The Consolidated Group has no individual customer which represents greater than 10% of total revenue.
5.
OTHER REVENUE
Other revenue
Interest revenue
Design and development fees
Other revenue
Total other revenue
Notes
7
Consolidated
Group
2016
$'000
155
1,239
1,421
2,815
2015
$'000
170
1,135
1,571
2,876
NSPT Group
2016
$'000
2015
$'000
79
-
68
147
337
-
450
787
85
6.
EXPENSES AND OTHER INCOME
Depreciation and amortisation
Depreciation of non-current assets
Amortisation of intangible assets
Total depreciation and amortisation
Notes
10.2
10.4
Other operational expenses
Advertising and marketing
Bank charges
Electricity
Insurance
Communications costs
Information technology costs
Premises costs
Other
Total other operational expenses
Employee benefits expense
Wages and salaries
Post-employment benefits
Other employee costs
Total employee benefits expense
Minimum lease payments recognised
as an operating lease expense
Fair value adjustments
Investment property – net gain
Contingent consideration at fair value
through profit or loss – gain
Total fair value adjustments
7.
FINANCE INCOME AND EXPENSES
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
310
261
571
1,646
468
1,316
839
946
637
2,163
731
8,746
116
161
277
757
468
1,239
923
1,026
524
832
1,209
6,978
11,978
1,084
2,398
15,460
9,148
877
1,554
11,579
323
323
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
3
-
-
-
-
-
10,025
20,252
15,531
24,934
9.8
-
10,025
744
20,996
-
15,531
677
25,611
Finance income
Bank interest
Interest income from related parties
Total finance income
Finance costs
Interest on interest bearing loans and
borrowings
Finance charges on finance leases
Total finance costs
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
155
-
155
170
-
170
79
-
79
44
293
337
Notes
5
7,546
8,241
15,787
5,687
5,434
11,121
7,011
-
7,011
5,677
-
5,677
86
8.
INCOME TAX
Under current Australian tax legislation, NSPT is not liable to pay income tax provided its taxable income
and taxable realised gains are fully distributed to unit holders. NSPT’s subsidiary National Storage New
Zealand Property Trust (“NSNZPT”) is an Australian registered trust which owns investment property in New
Zealand. For New Zealand tax purposes NSNZPT is classed as a unit trust and is subject to New Zealand
income tax at a rate of 28%. Future distributions from NSNZPT to NSPT will have attached Foreign Income
Tax Offsets, which when subsequently distributed by NSPT can be claimed by an Australian tax resident,
depending on their personal circumstances. There are no foreign income tax offsets attached to either
the 31 December 2015 or 30 June 2016 distributions.
The Consolidated Group and NSPT Group calculates the period income tax expense using the tax rate
that would be applicable to expected total annual earnings in both Australia and New Zealand, i.e. the
estimated average annual effective income tax rate applied to the pre-tax income of the interim period.
The major components of income tax (benefit)/expense for the years ended 30 June 2016 and 30 June
2015 are:
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
Consolidated statement of profit or loss
Current tax
Deferred tax
Total income tax (benefit) /expense
152
(402)
(250)
-
260
260
152
13
165
Consolidated statement of other
comprehensive income
Deferred tax relating to items recognised in
other comprehensive income during the year
Net loss on revaluation of cash flow hedges
Deferred tax charged to other
comprehensive income
Reconciliation of tax expense and the
accounting profit multiplied by Australia’s
domestic tax rate for 2016 and 2015:
Profit from continuing operations
Deduct profit before tax from Trusts
owning Australian property
Accounting loss before income tax
Tax at the Australian tax rate of 30% (2015 –
30%)
Tax effect of amounts which are not
deductible/(taxable) in calculating taxable
income:
Prepayments
Adjustments in respect of previous years
Other non-deductible expenses
Origination and reversal of temporary
differences
Effect of lower tax rates in New Zealand
Income tax (benefit) / expense
-
-
-
-
-
(74)
(74)
-
-
(74)
(74)
43,736
48,993
44.330
50,068
(45,579)
(1,843)
(50,068)
(1,075)
(45,579)
(1,249)
(50,068)
-
(553)
(323)
(375)
-
(241)
514
-
30
(250)
76
651
-
(144)
-
260
-
-
514
-
26
165
-
-
-
-
-
-
-
87
Deferred tax expense included in income tax
(benefit) / expense comprises:
Increase in deferred tax assets
Increase in deferred tax liabilities
Movement in deferred tax asset recognised in
other comprehensive income
Total income tax (benefit) / expense
Deferred tax assets and liabilities
Deferred tax assets
The balance comprises temporary differences
attributable to:
Lease liability
Borrowing costs
Employee benefits
Accrued expenses
Carry forward losses
Formation expenses
Make-good provision
Unrealised foreign exchange gains
Revaluation of cash flow hedges
Total deferred tax assets
Deferred tax liabilities
The balance comprises temporary differences
attributable to:
Prepayments
Revaluations of investment properties to fair
value
Accelerated depreciation for tax purposes
Unrealised foreign exchange losses
Total deferred tax liabilities
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
(44,680)
44,204
(25,391)
25,651
(110)
49
74
(402)
-
260
74
13
117,536
29
623
179
2,462
177
70
7
74
121,157
73,515
-
494
190
2,036
175
67
-
-
76,477
217
79
120,664
280
7
121,168
76,885
-
-
76,964
-
29
-
7
-
-
-
-
74
110
-
42
-
7
49
61
61
-
61
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net deferred tax (liability) / asset
(11)
(487)
Reconciliation to statement of financial position
Deferred tax asset
Deferred tax liability
Net deferred tax (liability) / asset
125
(136)
(11)
-
(487)
(487)
The Consolidated Group offsets tax assets and liabilities if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax asset and deferred tax liabilities relate to
income taxes levied by the same tax authority.
The Consolidated Group has tax losses recognised as a deferred tax asset, which arose in Australia, of
$8,041,665 (2015: $6,786,471) that are available indefinitely for offsetting against future taxable profits of
the Consolidated Group. The Consolidated Group has tax losses recognised as a deferred tax asset,
which arose in New Zealand, of $205,276 (2015: nil) that are available indefinitely for offsetting against
future taxable profits of the National Storage New Zealand Limited. The NSPT Group has no tax losses that
are available indefinitely for offsetting against future taxable profits of the NSPT Group (2015: none).
88
9.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
This note provides information about the Consolidated Group’s and the NSPT Group’s current and non-
current financial instruments including:
an overview of all financial instruments held by both groups
specific information about each type of financial instrument
information about determining the fair value of the instruments, including areas of judgement,
estimates and other assumptions.
The Consolidated Group and the NSPT Group hold the following financial instruments:
Financial assets
At amortised cost
Cash and cash equivalents
Trade and other receivables
Other assets *
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
Notes
9.1
9.2
9.3
13,374
7,549
970
9,494
4,192
533
9,367
9,224
199
7,862
6,954
119
Total financial assets
21,893
14,219
18,790
14,935
Financial liabilities
At amortised cost
Trade and other payables
Interest-bearing loans and
borrowings
Finance leases
9.4
9.5
9.7
6,198
5,703
4,095
3,242
284,526
178,248
468,972
123,012
92,461
221,176
264,726
-
268,821
123,012
-
126,254
Derivatives used for hedging – at fair value
through other comprehensive income
Other liabilities
9.6
6,522
1,272
6,522
1,272
Total financial liabilities
475,494
222,448
275,343
127,526
*excluding prepayments
Other liabilities for the Consolidated Group and NSPT Group include a distribution payable of $14,802,574
(2015: $14,047,169) not included in the table above.
The Consolidated Group and NSPT Group’s approach to financial risk management is discussed in note
15. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
class of financial asset mentioned above.
89
9.1. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
Total cash and cash equivalents
Consolidated
Group
2016
$'000
30
13,344
13,374
2015
$'000
25
9,469
9,494
NSPT Group
2016
$'000
2015
$'000
-
9,367
9,367
-
7,862
7,862
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Cash flow reconciliation of net profit after tax to net cash flows from operations
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
Profit after income tax
Income tax (benefit) / expense
Profit before tax
43,986
(250)
43,736
48,733
260
48,993
44,165
165
44,330
50,068
-
50,068
Adjustments to reconcile profit before tax to
net cash flows:
Depreciation and amortisation
Amortisation of intangible assets
Fair value adjustment to investment
properties
Fair value adjustment of contingent
consideration
Loss on disposal of plant and equipment
Gain on disposal of investment property
Share of profit of joint venture
Finance income
Finance costs
Changes in operating assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventories
(Increase)/decrease in other assets
Increase/(decrease) in payables
Increase/(decrease) in deferred revenue
Increase/(decrease) in provisions
Cash flows from operating activities
310
261
116
161
-
-
-
-
(10,025)
(20,252)
(15,531)
(24,934)
-
-
-
(1,732)
(155)
15,787
(744)
1
(350)
(1,632)
(170)
11,121
-
-
-
(1,732)
(79)
7,011
(677)
-
(350)
(1,632)
(337)
5,677
(3,357)
(73)
-
2,614
1,326
438
49,130
(205)
(42)
(1,910)
677
1,448
214
37,426
(7,985)
-
-
2,457
59
-
28,530
10,981
-
(223)
(13,934)
-
-
24,639
Interest received
155
170
79
44
Net cash flows from operating activities
49,285
37,596
28,609
24,683
90
9.2.
Trade and other receivables
Current
Trade receivables
Provision for doubtful debts
Notes
Other receivables
Receivables from related parties
17
Non-current
Other receivables
Consolidated
Group
2016
$'000
1,517
-
1,517
5,812
-
7,329
2015
$'000
916
-
916
2,526
530
3,972
NSPT Group
2015
$'000
2016
$'000
-
-
-
-
-
-
285
8,939
9,224
756
6,198
6,954
220
220
-
-
Total current and non-current
7,549
4,192
9,224
6,954
Classification as trade and other receivables
Trade receivables are amounts due from customers for storage rental, goods sold or services performed
in the ordinary course of business. Loans and other receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market. If collection is expected in one
year or less they are classified as current assets. If not, they are presented as non-current assets.
Impairment of receivables
The provision for impairment (doubtful debts) of receivables represents an estimate of trade debtors that
are impaired due to an inability to collect the remaining rent owing after customers goods have been
sold. At 30 June 2016 and 30 June 2015 the Consolidated Group recognised no provision for trade
receivables. As at 30 June 2016 and 30 June 2015 the NSPT Group had no trade receivables and
therefore recognised no provision.
See below for the movements in the provision for impairment of receivables in the Consolidated Group.
At 1 July
Charge for the year
Utilised
At 30 June
The age of trade receivables not impaired was as follows:
1 to 3 months
3 to 6 months
Over 6 months
2016
$'000
-
-
-
-
2016
$'000
1,236
232
49
1,517
2015
$'000
44
-
(44)
-
2015
$'000
789
74
53
916
The carrying amounts of current receivables are assumed to be the same as their fair values, due to their
short-term nature. The fair value of non-current receivables approximates carrying value.
91
9.3. Other assets
Current
Deposits
Prepayments
Total
9.4.
Trade and other payables
Current
Trade payables
Other payables and accruals
Related party payables
Total current trade and other
payables
Non-current
Other payables and accruals
Consolidated
Group
2016
$'000
970
1,773
2015
$'000
533
2,281
2,743
2,814
NSPT Group
2016
$'000
2015
$'000
199
7
206
119
7
126
Consolidated
Group
2016
$'000
403
5,795
-
2015
$'000
203
3,800
-
Notes
17
NSPT Group
2015
$'000
2016
$'000
-
3,710
385
-
1,040
502
6,198
4,003
4,095
1,542
-
1,700
-
1,700
Total current and non-current
6,198
5,703
4,095
3.242
Trade payables are unsecured and are usually paid within 30 days of recognition. Other payables and
accruals are paid when amounts fall due. The carrying amounts of trade and other payables are
assumed to be the same as their fair values, due to their short-term nature. The fair value of non-current
trade and other payables and accruals approximates carrying value.
9.5.
Interest-bearing loans and borrowings
Non-current
Bank finance facility
Non-amortised borrowing costs
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2016
$'000
2015
$'000
286,073
(1,547)
123,500
(488)
266,273
(1,547)
123,500
(488)
Total interest-bearing loans and borrowings
284,526
123,012
264,726
123,012
The Consolidated Group and NSPT Group has non-current borrowing facilities denominated in Australian
Dollars (“AUD”) and New Zealand Dollars (“NZD”). The facilities in place as of 30 June 2016 are on a
“Club” arrangement with National Australia Bank, Westpac Banking Corporation and Commonwealth
Bank of Australia.
92
The major terms of these agreements are as follows:
The facility limits are AUD $280m (2015: $200m) and NZD $46m (2015: nil) of which AUD $242.1m (2015:
$123m), and NZD $46m (2015: nil) was drawn at the year end.
An additional $100m AUD facility within the “Club” arrangement was in place as at 30 June 2016,
contingent on completion of the Southern Cross Portfolio acquisition (see note 23).
Maturity dates on the facilities range from 23 December 2019 to 23 July 2023.
All facilities are interest only facilities with any drawn balances payable at maturity.
Security has been granted over the Consolidated Group's owned and leased storage centre
properties.
The Consolidated Group has a bank overdraft facility with a limit of $3m that was undrawn at 30 June
2016 and 30 June 2015.
The Consolidated Group and the NSPT Group have complied with the financial covenants of their
borrowing facilities during the 2016 and 2015 reporting periods (see note 16).
The fair value of interest bearing loans and borrowings approximates carrying value. Details of the
exposure to risk arising from current and non-current interest bearing loans and borrowings are set out in
note 15.
Interest Rate Swaps
The Consolidated Group and NSPT Group have AUD $140m (2015: $110m), and NZD $23.5m (2015: nil) of
current and future interest rate hedges in place as at the end of the reporting period with maturity dates
ranging from 23 December 2016 to 23 December 2024 (2015: 23 December 2016 to 23 December 2019).
Hedge of net investments in foreign operations
Included in interest bearing loans and borrowings at 30 June 2016 was a borrowing of NZD $13m which
has been designated as a hedge of the net investments against the value of investment property held in
New Zealand (2015: none). This borrowing is being used to hedge the Group’s exposure to the NZD
foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are
transferred to other comprehensive income to offset any gains or losses on translation of the net
investments in the subsidiaries. There is no ineffectiveness in the year ended 30 June 2016.
9.6. Other liabilities
Current
Distribution payable
Non-current
Financial liabilities (derivatives)
Consolidated
Group
2016
$’000
2015
$’000
NSPT Group
2016
$’000
2015
$’000
Notes
16
14,803
14,047
14,803
14,047
9.8
6,522
1,272
6,522
1,272
Total other liabilities
21,325
15,319
21,325
15,319
Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless
designated as a cash flow hedge. They are presented as current assets or liabilities if they are expected
to be settled within 12 months after the end of the reporting period.
At 30 June 2016, the Consolidated Group and the NSPT Group has various current and future interest rate
swap agreements in place with notional amounts of AUD $140m (2015: $110m), and NZD $23.5m (2015:
nil) whereby the Consolidated Group and the NSPT Group pay a fixed rate of interest of 3.05% (2015:
2.84%) and receive interest at a variable rate equal to BBSY plus a margin on the notional amount. The
swap is being used to hedge the exposure to changes in cash flows arising from its secured variable
interest rate loan and has been designated as a cash flow hedge, recognised through other
comprehensive income.
93
9.7.
Finance leases
The Consolidated Group has finance leases for investment properties and items of property, plant and
equipment. These leases have terms of renewal but no purchase options. Renewals are at the option of
the specific entity that holds the lease. Future minimum lease payments under finance lease contracts
together with the present value of the net minimum lease payments are as follows:
Consolidated Group
Within one year
After one year but not more than five
years
More than five years
Minimum lease payments
Future finance charges
Recognised as a liability/present
value of minimum lease payments
2016
2015
Minimum
payments
$'000
Present
value of
payments
$'000
Minimum
payments
$'000
Present
value of
payments
$'000
13,694
4,425
10,821
5,022
57,708
249,973
321,375
(143,127)
23,896
149,927
178,248
-
43,902
83,561
138,284
(45,823)
24,171
63,268
92,461
-
178,248
178,248
92,461
92,461
The NSPT Group’s investment properties are leased to entities within the NSH Group under long-term
finance leases (see note 9.8).
9.8.
Financial instruments fair value measurement
Fair value hierarchy
This note explains the judgements and estimates made in determining the fair values of the financial
instruments recognised in the financial statements, as detailed in notes 9.1 to 9.7. To provide an indication
about the reliability of the inputs used in determining fair value, financial instruments are classified into the
following three levels.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded
derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of
the reporting period. The quoted market price used for any financial assets held is the current bid price.
These instruments are included in Level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-
the-counter derivatives) is determined using valuation techniques which maximise the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
Specific fair valuation techniques used to determine fair values include:
The fair value of interest rate swaps is calculated as the present value of the estimated future cash
flows based on observable yield curves
The fair value of the derivative contingent consideration is calculated using a discounted cash flow
analysis using expected future cash flows of the Consolidated Group.
The resulting fair value estimates for interest rate swaps are included in Level 2. The fair value estimates for
the derivative contingent consideration is included in level 3 where the fair value has been determined
based on present values and the discount rate used was adjusted for counterparty or own credit risk.
94
Consolidated Group and NSPT Group
At 30 June 2016
Financial liabilities
Derivative used for hedging - Interest
rate swap
Consolidated Group and NSPT Group
At 30 June 2015
Financial assets
Derivative – contingent consideration
Financial liabilities
Derivative used for hedging - Interest
rate swap
Notes
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
9.6
-
6,522
-
6,522
-
-
-
-
9.6
-
1,272
-
1,272
There were no transfers between levels of fair value hierarchy during the year ended 30 June 2016.
Fair value measurements using significant unobservable inputs (Level 3)
The following table presents changes in level 3 financial instruments:
Opening balance 1 July
Distribution receivable (clawback)
Derivative - contingent consideration
recognised in profit or loss
Closing balance 30 June
Consolidated
Group
2016
$’000
2015
$’000
NSPT Group
2016
$’000
2015
$’000
-
-
-
-
1,097
(1,841)
744
-
-
-
-
-
1,007
(1,684)
677
-
A distribution clawback agreement was entered into as part of the purchase agreement with the
previous owners of National Storage Pty Ltd on establishment of the Consolidated Group.
Contingent consideration
The Vendor Stapled Securities were subject to voluntary escrow and distribution “claw back”
arrangements based on the performance of National Storage REIT for each distribution period:
if the adjusted earnings per stapled security (EPS) of National Storage REIT for a 12 month period is less
than or equal to 8.25 cents then all of the distributions paid in relation to the Vendor Stapled Securities
are “clawed back”;
if the adjusted EPS of National Storage REIT is greater than 8.25 cents and is less than or equal to 8.75
cents for a 12 month period then a proportion of the distributions paid in relation to the Vendor
Stapled Securities are “clawed back”; and
if the adjusted EPS of National Storage REIT is greater than 8.75 cents for a 12 month period then no
distribution paid in relation to the Vendor Stapled Securities are “clawed back”.
The above “claw back” arrangements lapsed on 30 June 2016 following the EPS of National Storage REIT
being greater than 8.75 cents for two consecutive testing periods. At the 30 June 2016 none of the final
distribution paid to Vendor Stapled Securities was “clawed back” (30 June 2015: 76%).
95
10.
NON-FINANCIAL ASSETS AND LIABILITIES
This note provides information about the Consolidated Group’s and the NSPT Group’s non-financial assets
and liabilities including:
an overview of all non-financial assets and liabilities held by both groups
specific information about each type of non-financial asset and non-financial liability
information about determining the fair value of the non-financial assets and liabilities, including areas
of judgement, estimates and other assumptions.
10.1.
Inventories
Consolidated
Group
2016
$’000
2015
$’000
NSPT Group
2016
$’000
2015
$’000
Finished goods - at cost
373
300
-
-
Inventories recognised as an expense during the year ended 30 June 2016 amounted to $954,000 (2015:
$834,000). These were included in cost of packaging and other products.
10.2. Property, plant and equipment
At cost
Accumulated depreciation
Total property, plant and equipment
Consolidated
Group
2016
$'000
2015
$'000
2,589
(905)
1,684
1,439
(607)
832
NSPT Group
2015
$'000
2016
$'000
-
-
-
-
-
-
Reconciliation of the carrying amounts for each class of property, plant and equipment at the beginning
and end of the current financial period are shown below:
Plant and equipment
Carrying amount at beginning of the year
Additions
Disposals
Items reclassified as investment property
Depreciation
Effect of movement in foreign exchange
Carrying amount at end of the year
Consolidated
Group
2016
$'000
2015
$'000
832
1,164
-
-
(310)
(2)
1,684
1,447
563
(54)
(1,008)
(116)
-
832
NSPT Group
2015
$'000
2016
$'000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
96
Plant and equipment under finance lease arrangements included in the totals noted above are as
follows:
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
Leasehold plant and equipment at cost
Accumulated depreciation
Carrying amount
51
(26)
25
48
(18)
30
-
-
-
-
-
-
10.3.
Investment properties
Investment properties at valuation
Leasehold investment properties
Freehold investment properties
Total investment properties
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
218,430
625,700
844,130
125,304
467,100
592,404
-
621,030
621,030
-
465,293
465,293
Notes
10.7
10.7
Leasehold investment properties
Opening balance at 1 July
Property acquisitions
Improvements to investment properties
Items reclassified to freehold investment
properties
Items reclassified from property, plant, and
equipment
Reassessment of lease terms
Finance lease diminution, presented as fair
value adjustments
Other fair value adjustments
125,304
83,241
1,431
76,051
42,742
335
(5,715)
-
-
19,675
190
10,574
(4,559)
(947)
(4,588)
-
Closing balance at 30 June
218,430
125,304
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Freehold investment properties
Opening balance at 1 July
Property acquisitions
Improvements to investment properties
Property disposals
Items reclassified from leasehold
investment properties
Items reclassified from property,
plant and equipment
Net gain from fair value adjustments
Effect of movement in foreign exchange
467,100
132,645
2,370
-
305,250
141,294
1,798
(6,900)
465,293
137,437
462
-
305,250
141,294
715
(6,900)
5,715
-
-
-
-
15,531
2,339
818
24,840
-
-
15,531
2,307
-
24,934
-
Closing balance
625,700
467,100
621,030
465,293
Unrealised gains/(losses) for the period
included in profit or loss (recognised in fair
value adjustments)
10,025
20,252
15,531
24,934
97
Leasing arrangements
Leasehold and freehold investment properties are held for lease to customers requiring self-storage
facilities and are carried at fair value. These are largely leased to customers under a short-term lease with
most rentals payable monthly in advance. Most leases can be terminated by either party giving not less
than seven days’ notice. Changes in fair value are presented in profit or loss under fair value adjustments.
Information about the valuation of leasehold investment properties is provided in note 10.7.
The NSPT Group’s investment properties are leased to entities within the NSH Group under long-term
finance leases with rentals payable monthly. Minimum lease payments receivable on leases of
investment properties are as follows:
Within one year
Later than one year but not later than five years
Later than five years
Total
Refer to note 9.5 for information on non-current assets pledged as security.
10.4.
Intangible assets
Goodwill
Opening net book value
Other
Closing net book value
Other intangible assets
Opening net book value
Additions
Amortisation
Closing net book value
Notes
Consolidated
Group
2016
$'000
2015
$'000
13,759
-
13,759
13,542
217
13,759
6
411
739
(261)
889
354
218
(161)
411
Total intangible assets
14,648
14,170
NSPT Group
2016
$'000
2015
$'000
39,116
110,032
126,381
275,529
31,460
98,250
46,196
175,906
NSPT Group
2015
$'000
2016
$'000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Goodwill is an asset acquired through business combinations, these acquisitions include the purchase of
Strategic Storage Consulting Pty Ltd and the stapling of the shares of NSH and the units of NSPT.
Impairment testing of goodwill
Goodwill arising on stapling and the acquisition of SSC has been allocated to the listed group (NSR). The
listed group is considered to be the appropriate cash generating unit against which to allocate these
intangible assets owing to the synergies arising from a combined portfolio and transfer of the
management functions to the Consolidated Group.
The recoverable amount of the listed group has been determined based on the fair value less costs of
disposal method using the fair value quoted on an active market. As at 30 June 2016 NSR had
336,422,143 stapled securities quoted on the Australian Securities Exchange (ASX) at $1.675 per security
providing a market capitalisation of $563.5m. This amount is in excess of the carrying amount of the
Consolidated Group’s net assets. Had the security price decreased by 10% the market capitalisation
would still have been in excess of the carrying amount.
98
10.5. Deferred revenue
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
Deferred rent revenue
7,726
6,400
59
-
In the Consolidated Group, deferred rent revenue represents funds received in advance from customers
for rental storage. In the NSPT Group, deferred rent revenue relates to rental income received in advance
from sub-tenants within investment properties.
10.6. Provisions
Current
Annual leave
Long service leave
Non-current
Make good provision
Annual leave
Long service leave
Consolidated
Group
2016
$'000
1,072
678
1,750
990
-
326
1,316
2015
$'000
683
489
1,172
223
142
334
699
214
-
9
-
223
NSPT Group
2016
$'000
2015
$'000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Reconciliation of movement in make good provisions
Opening balance
Provisions arising on acquisition of
leasehold investment properties
Provision raised
Amounts utilised
Closing balance
757
10
-
990
223
The Consolidated Group is required to restore the leased premises in a number of leasehold properties to
their original condition at the end of lease term. A provision has been recognised for the present value of
the estimated expenditure required to remove any leasehold improvements.
99
10.7. Non-financial assets fair value measurement
The group has classified its non-financial assets into the three levels prescribed in note 9.8 to provide an
indication about the reliability of inputs used to determine fair value.
Investment properties
Consolidated Group
At 30 June 2016
Leasehold
Freehold
At 30 June 2015
Leasehold
Freehold
NSPT Group
At 30 June 2016
Leasehold
Freehold
At 30 June 2015
Leasehold
Freehold
Notes
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
10.3
10.3
10.3
10.3
10.3
10.3
10.3
10.3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
218,430
625,700
844,130
218,430
625,700
844,130
125,304
467,100
592,404
125,304
467,100
592,404
-
621,030
621,030
-
621,030
621,030
-
465,293
465,293
-
465,293
465,293
Recognised fair value measurements
The Consolidated Group’s and the NSPT Group’s policy is to recognise transfers into and out of fair value
hierarchy levels at the end of the reporting period. There were no transfers between levels 1 and 2 for
recurring fair value measurements during the year. There were no transfers in and out of Level 3.
Fair value measurements using significant unobservable inputs (Level 3)
Valuation techniques used to determine level 3 fair values and valuation process
Investment properties, principally storage buildings, are held for rental to customers requiring self-storage
facilities. They are carried at fair value. Changes in fair values are presented in profit or loss as fair value
adjustments.
Fair values are determined by a combination of independent valuations and Director valuations. The
independent valuations are performed by an accredited independent valuer. Investment properties are
independently valued on a rotation basis every three years unless the underlying financing requires a
more frequent valuation cycle. For properties subject to an independent valuation report the Directors
verify all major inputs to the valuation and review the results with the independent valuer. The Director
valuations are completed by NSH Group Board. The valuations are determined using the same
techniques and similar estimates to those applied by the independent valuer.
100
The table below details the percentage of the number of investment properties subject to internal and
external valuations during the current and comparable reporting periods
Consolidated Group
NSPT Group
External
valuation %
Internal
valuation %
External
valuation %
Internal
valuation %
Year ended 30 June 2016
Leasehold
Freehold
50%
24%
Year ended 30 June 2015
Leasehold
Freehold
23%
26%
50%
76%
77%
74%
-
24%
-
26%
-
76%
-
74%
The Consolidated Group and NSPT Group also obtained external valuations on 17 freehold investment
properties and 3 leasehold properties acquired during the reporting period. These external valuations
provide the basis of the Directors valuations applied to these properties at 30 June 2016. Including these
valuations, 45% of freehold investment properties, and 60% of leasehold properties were subject to
external valuations during the year.
Valuation inputs and relationship to fair value
The following table presents the significant unobservable inputs in level 3 valuations:
Description
Valuation
technique
Significant unobservable
inputs
Range at 30
June 2016
Range at 30
June 2015
Investment
properties -
leasehold
Capitalisation
method
Capitalisation
rate
Sustainable occupancy
Stabilised average EBIT
Primary
Secondary
9% to 26%
10% to 28%
73% to 92%
$446,015
9% to 26%
12% to 29%
77% to 96%
$361,019
Investment
properties -
freehold
Capitalisation
method
Capitalisation
rate
Secondary
Primary
7% to 11%
8% to 11%
Sustainable occupancy
Stabilised average EBIT
8% to 12%
73% to 96%
$1,000,524
11% to 14%
68% to 94%
$991,542
Under the income capitalisation method, a property’s fair value is estimated based on the stabilised
average earnings before interest and tax (EBIT) generated by the property, which is divided by the
capitalisation rate (the investor's required rate of return). The capitalisation rate is derived from recent
sales of similar properties. The capitalisation rate adopted reflects the inherent risk associated with the
property. For example, if the lease expiry profile of a particular property is short, the capitalisation rate is
likely to be higher to reflect additional risk to income. The higher capitalisation rate then reduces the
valuation of the property.
The stabilised average EBIT is derived from a property’s revenues less property operating expenses
adjusted for items such as average lease up costs, long-term vacancy rates, forecast non-recoverable
capital expenditures, management fees, straight-line rents and other non-recurring items. Generally, an
increase in stabilised average EBIT will result in an increase in fair value of an investment property. An
increase in the vacancy rate will result in a reduction of the stabilised average EBIT.
Investment properties are valued on a highest and best use basis. The current use of all of the investment
properties (self-storage) is considered to be the highest and best use.
101
The following tables present the sensitivity of the fair values of investment property to changes in input
assumptions.
At 30 June 2016:
Unobservable inputs
Leasehold
Freehold
Increase/
(decrease)
in input
Increase/
(decrease)
In fair value
$’000
Increase/
(decrease)
in input
Increase/
(decrease)
in fair value
$’000
Primary
Secondary
Capitalis-
ation rate
Sustainable occupancy
Stabilised average EBIT
5% / (5%)
7% / (7%)
5% / (5%)
5% / (5%)
(3,247) / 4,008
(1,266) / 1,458
2,606 / (2,498)
1,515 / (1,715)
1% / (1%)
2% / (2%)
5% / (5%)
5% / (5%)
(53,627) / 69,302
(15,431) / 23,979
25,048 / (24,765)
21,965 / (21,765)
At 30 June 2015:
Unobservable inputs
Leasehold
Freehold
Increase/
(decrease)
in input
Increase/
(decrease)
In fair value
$’000
Increase/
(decrease)
in input
Increase/
(decrease)
in fair value
$’000
Primary
Secondary
Capitalis-
ation rate
Sustainable occupancy
Stabilised average EBIT
5% / (5%)
7% / (7%)
5% / (5%)
5% / (5%)
(1,350) / 2,950
(900) / 2,200
1,600 / (1,700)
300 / (450)
1% / (1%)
2% / (2%)
5% / (5%)
5% / (5%)
(31,350) / 39,650
(9,700) / 13,500
22,150 / (22,450)
12,650 / (12,800)
11.
INFORMATION RELATING TO SUBSIDIARIES
The holding entities
The ultimate holding company of the NSH Group is National Storage Holdings Limited. The holding entity
of the NSPT Group is National Storage Property Trust. These two entities are domiciled in Australia and
through a stapling agreement are jointly quoted on the ASX.
The consolidated financial statements of the NSH Group as at 30 June 2016 include:
Name of Controlled Entity
Place of incorporation
National Storage (Operations) Pty Ltd
National Storage Financial Services Pty Ltd*
Wine Ark Pty Ltd
National Storage Limited
*Registered on 18 July 2014.
Australia
Australia
Australia
New Zealand
The consolidated financial statements of the NSPT Group include:
Name of Controlled Entity
Place of domicile
NS APAC Trust
National Storage Investment Trust
National Storage Victoria Property Trust
National Storage New Zealand Property Trust*
Australia
Australia
Australia
Australia
Equity interest
2015
100%
100%
100%
100%
2016
100%
100%
100%
100%
Equity interest
2015
100%
100%
100%
100%
2016
100%
100%
100%
100%
*National Storage New Zealand Trust (“NSNZPT”) is an Australian registered trust which holds investment
property in New Zealand and is subject to New Zealand tax legislation (see note 8).
Joint ventures and associates
The NSPT Group has a 10% interest in Southern Cross Storage Group (2015: 10%).
The NSH Group holds a 24.9% interest in the Australian Prime Development Fund (2015: nil).
102
12.
INTEREST IN JOINT VENTURES AND ASSOCIATES
Opening balance at 1 July
Acquisition of shareholding in associate
Share of profit from joint venture
Closing balance at 30 June
Consolidated
Group
2016
$'000
6,709
6,660
1,732
15,101
2015
$'000
5,077
-
1,632
6,709
NSPT Group
2015
$'000
2016
$'000
6,709
-
1,732
8,441
5,077
-
1,632
6,709
Interest in a joint venture
The Consolidated Group and NSPT Group hold a 10% interest in Southern Cross Storage Group which
consists of Southern Cross Operations Pty Ltd and Southern Cross Property Trust.
The Southern Cross Storage Group owns storage centres operated under the National Storage brand and
is managed by NSH subsidiary National Storage Operations Pty Ltd. Southern Cross Storage Group
entities are not listed on any public exchange. The principal place of business of the joint venture is
Australia. The Consolidated Group’s and the NSPT Group’s interest in the Southern Cross Group is
accounted for using the equity method in the consolidated financial statements.
The tables below provide summarised financial information for the Southern Cross Group joint venture.
The information disclosed reflects the amounts presented in the financial statements of the joint venture
and not the Consolidated Group’s or the NSPT Group’s share of those amounts. Where necessary they
have been amended to reflect adjustments made by the entity when using the equity method, including
fair value adjustments and modifications for differences in accounting policy.
Summarised statement of financial position
Current assets
Cash and cash equivalents
Other current assets
Total current assets
Non-current assets
Total assets
Current liabilities
Financial liabilities (excluding trade payables)
Other current liabilities
Total current liabilities
Non-current liabilities
Financial liabilities (excluding trade payables)
Other non-current liabilities
Total non-current liabilities
Total liabilities
2016
$'000
2015
$'000
122
949
1,071
275,309
276,380
108,219
15,547
123,766
-
364
364
124,130
1,424
1,651
3,075
239,790
242,865
234
6,324
6,558
107,340
4,622
111,962
118,520
Net assets
152,250
124,345
103
Summarised statement of profit or loss
Revenue
Administration expenses
Depreciation and amortisation
Interest expense
Accounting policy alignment **
Profit before tax
Income tax expense
Profit for the year from continuing operations
Less pre-acquisition profit
Profit attributable to the Consolidated and NSPT
Group
2016
$'000
2015
$'000
26,341
(15,085)
-
(7,013)
26,680
30,923
-
30,923
-
26,664
(11,736)
(4,017)
(6,180)
24,411
29,142
-
29,142
-
30,923
29,142
Consolidated Group's and NSPT Group's share in % *
5.6%
5.6%
Reconciliation to carrying amounts
Opening investment in joint venture
Share of profit for the period
Carrying amount
6,709
1,732
8,441
5,077
1,632
6,709
Dividends/distributions received from joint venture
-
-
* Under the terms of the Southern Cross Investors Agreement the payment of progressive operating
returns are subject to the passing of certain hurdles before NS APAC will receive any payment. At the
conclusion of the investment period NS APAC is entitled to returns on a similar basis. The percentage
share of profit recognised by the NSPT Group and the Consolidated Group is therefore not directly
reflective of the percentage of equity share.
** Southern Cross measures investment properties at historical cost less depreciation and does not apply
hedge accounting to financial liabilities. An adjustment has been made to align these accounting
policies with those of the Consolidated Group and NSPT Group.
The joint venture had no contingent liabilities or capital commitments as at 30 June 2016 or 30 June 2015.
Interest in an associate
During the year, the Consolidated Group acquired 24.9% holding in the Australian Prime Storage Fund
(APSF). APSF is a partnership with Universal Self Storage to facilitate the development and ownership of
multiple premium grade self-storage centres in select cities around Australia. APSF is a private entity and
not listed on any public exchange.
APSF is in the process of constructing multiple storage centres in Australia, the first of which are scheduled
to open during the financial year ended 30 June 2017. In the year ended 30 June 2016 NSH subsidiary
National Storage Operations Pty Ltd has earned fees of $444,459 from APSF associated with the design,
development, and financing of the construction process (see note 17). Once opened the storage
centres will operate under the National Storage brand and be managed by National Storage Operations
Pty Ltd.
The associate had no contingent liabilities or capital commitments at 30 June 2016.
104
13.
CONTRIBUTED EQUITY
Issued and Paid Up Capital
Ordinary shares
Units
Consolidated Group
2015
$'000
2016
$'000
NSPT Group
2016
$'000
2015
$'000
31,707
-
31,707
31,419
-
31,419
-
299,760
299,760
-
297,191
297,191
Number of Stapled Securities on Issue
Consolidated Group
Opening balance at 1 July
Distribution reinvestment plan
Institutional placements
Security purchase plan
Script issue on property acquisition
Closing balance at 30 June
2016
No. of
shares
334,456,409
1,965,734
-
-
-
336,422,143
2015
No. of
shares No. of units
244,897,096 334,456,409
1,965,734
-
-
-
334,456,409 336,422,143
-
75,559,313
9,200,000
4,800,000
2015
No. of
units
244,897,096
-
75,559,313
9,200,000
4,800,000
334,456,409
NSPT Group
2016
As at 30 June 2016 there were 336,422,143 stapled securities on issue equivalent to the number of issued
NSH shares and NSPT units (30 June 2015: 334,456,409). The issued units of NSPT are not owned by the
Company (NSH) and therefore are shown under non-controlling interest in the statement of financial
position.
Distribution reinvestment plan
During the year 1,965,734 stapled securities were issued to security holders participating in the Group’s
Distribution Reinvestment Plan for consideration of $2.8 million (2015: nil). The stapled securities were
issued at the volume weighted average market price of the Group's stapled securities over a period of 10
business days commencing on the second business day after the distribution less a 2% discount.
Terms and Conditions of Contributed Equity
Stapled securities
A stapled security represents one share in NSH and one unit in NSPT. Stapled securityholders have the
right to receive declared dividends from NSH and distributions from NSPT and are entitled to one vote per
stapled security at securityholders’ meetings. Holders of stapled securities can vote their shares and units
in accordance with the Corporations Act 2001, either in person or by proxy, at a meeting of either NSH or
NSPT. The stapled securities have no par value.
In the event of the winding up of NSH and NSPT, stapled securityholders have the right to participate in
the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
stapled securities held. Ordinary stapled securityholders rank after all creditors in repayment of capital.
Units
Each unit represents a right to an individual share in NSPT per the Constitution. There are no separate
classes of units and each unit has the same rights attaching to it as all other units in the NSPT.
Security buy-back
There is no current on or off market buy-back.
105
14.
OTHER RESERVES
Foreign currency translation reserve
Opening balance at 1 July
Net Investment hedging
Foreign exchange translation differences
Closing balance at 30 June
Cash flow hedge reserve
Opening balance at 1 July
Revaluation – gross
Taxation impact on revaluation
Closing balance at 30 June
Other reserves
Consolidated
Group
2016
$'000
2015
$'000
-
-
(22)
(22)
-
-
-
-
(22)
-
-
-
-
-
-
-
-
-
NSPT Group
2015
$'000
2016
$'000
-
(724)
951
227
-
-
-
-
(1,272)
(5,250)
74
(6,448)
(393)
(879)
-
(1,272)
(6,221)
(1,272)
Taxation impact on revaluation applies only to cash flow hedges held in National Storage New Zealand
Trust, a sub-trust of National Storage Property Trust, which is subject to New Zealand tax legislation.
Deferred tax does not apply to all other cash flow hedges held in the NSPT Group under current
Australian tax legislation.
The hedging reserve is used to record gains or losses on derivatives that are designated as cash flow
hedges and recognised in other comprehensive income, as described in note 2(n). Amounts are
reclassified to profit or loss in the period when the associated hedged transaction takes place.
The cash flow hedge is included in non-controlling interest in the Consolidated Group and is not classified
within other reserves.
15.
FINANCIAL RISK MANAGEMENT
This note explains the Consolidated Group’s and NSPT Group’s exposure to financial risks and how these
risks could affect future financial performance.
The Consolidated Group’s and the NSPT Group’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial
performance of the business. Both Groups use, when necessary, derivative financial instruments such as
interest rate swaps to hedge certain market risk exposures.
Risk management for the Consolidated Group and the NSPT Group is carried out by the NSH Board and
key management personnel of NSH. The Board of Directors of NSH analyses, on behalf of the
Consolidated Group and NSPT Group, interest rate exposure and evaluates treasury management
strategies in the context of the most recent economic conditions and forecasts.
Derivatives
Derivatives are only used for economic hedging purposes and not as trading or speculative instruments.
The Consolidated Group and the NSPT Group have the following derivative financial instruments:
Non-current liabilities
Interest rate swap contract – cash
flow hedge
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
Notes
9.6
(6,522)
(1,272)
(6,522)
(1,272)
106
Classification of derivatives
Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless
they are designated as hedges. They are presented as current assets or liabilities if they are expected to
be settled within 12 months after the end of the reporting period.
The Consolidated Group’s and NSPT Group’s accounting policy for cash flow hedges is set out in note
2(n). For hedged forecast transactions that result in the recognition of a non-financial asset, the groups
have elected to include related hedging gains and losses in the initial measurement of the cost of the
asset.
Fair value measurement
For information about the methods and assumptions used in determining fair values of derivatives refer to
note 9.8.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk and
other price risk, such as equity price and commodity risk. Financial instruments affected by market risk
include loans and borrowings, deposits, available-for-sale investments and derivative financial
instruments.
The sensitivity analysis in the following sections relate to the position as at 30 June in 2016 and 2015. The
sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to
floating interest rates of debt and derivatives and the proportion of financial instruments in foreign
currencies are all constant on the basis of hedge designations in place at 30 June 2016.
The analysis excludes the impact of movements in market variables on provisions and the non-financial
assets and liabilities of foreign operations.
The following assumptions have been made in calculating sensitivity analysis:
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in
respective market risks. This is based on the financial assets held at 30 June 2016 and 30 June 2015
including the effect of hedge accounting.
The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges
and hedges of a net investment in a foreign subsidiary at 30 June 2016 for the effects of the assumed
changes of the underlying risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Consolidated Group’s and the NSPT Group’s exposure
to the risk of changes in market interest rates relate primarily to their long-term debt obligations with
floating interest rates.
The Consolidated Group and the NSPT Group manages its interest rate risk by having a balanced
portfolio of fixed and variable rate loans and borrowings. To manage this, the Group enters into interest
rate swaps, in which it agrees to exchange, at specified intervals, the difference between fixed and
variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. At
30 June 2016, after taking into account the effect of interest rate swaps, 41.8% (2015: 89.1%) of the
Consolidated Group’s and 44.9% (2015: 89.1%) of the NSPT Group’s borrowings are at a fixed rate of
interest.
107
Interest rate sensitivity
The following table demonstrates the sensitivity to a possible change in interest rates on the portion of
loans and borrowings affected, after the impact of hedge accounting. With all other variables held
constant, the Consolidated Group’s and the NSPT Group’s profit before tax is affected through the
impact on floating rate borrowings, as follows:
2016
Australian dollar
New Zealand dollar
Australian dollar
New Zealand dollar
2015
Australian dollar
Australian dollar
Consolidated Group
Increase/
decrease
in basis
points
Effect on
profit
before
tax
$'000
NSPT Group
Increase/
decrease
in basis
points
Effect on
profit
before
tax
$'000
+50
+50
-50
-50
+50
-50
660
180
(660)
(180)
68
(68)
+50
+50
-50
-50
+50
-50
561
180
(561)
(180)
68
(68)
The Consolidated Group and NSPT Group had no New Zealand Dollar loans at 30 June 2015.
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently
observable market environment.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate
because of changes in foreign exchange rates. The Consolidated Group’s exposure to the risk of
changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or
expense is denominated in a foreign currency), and the Group’s net investment in foreign subsidiaries.
The NSPT exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s net
investment in foreign subsidiaries.
The Consolidated Group and the NSPT Group hedges its exposure to fluctuations on the translation into
Australian dollars of its foreign operations by holding net borrowings in foreign currencies.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in New Zealand Dollar
exchange rate with all other variables held constant. The impact on the Consolidated Group’s and the
NSPT Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The
impact on the Consolidated Group’s and the NSPT Group’s pre-tax equity is due to net investment
hedges.
Change
in NZD
rate
Consolidated Group
Effect on
Effect on
pre-tax
profit
equity
before
tax
$'000
$'000
NSPT Group
Effect on
profit
before
tax
$'000
Effect on
pre-tax
equity
$'000
+5%
-5%
9
(10)
452
(500)
27
(30)
441
(487)
2016
108
The consolidated Group and NSPT Group had no foreign currency sensitivity for the year ended 30 June
2015. The movement in the pre-tax effect is a result of a change in the fair value of the monetary assets
and liabilities denominated in New Zealand Dollars, where the functional currency of the entity is a
currency other than New Zealand Dollars.
The movement in pre-tax equity arises from changes in New Zealand Dollar borrowings (net of cash and
cash equivalents) in the hedge of net investments in New Zealand operations and cash flow hedges.
These movements will offset the transition of New Zealand operations’ net assets into Australian dollars.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Consolidated Group is exposed to credit risk from its
operating activities (primarily trade receivables) and from its financing activities, including deposits with
banks and other financial instruments. The NSPT Group has the same risk as the Consolidated Group
except that trade receivables predominantly relate to the Consolidated Group entities, National Storage
Operations Pty Ltd and National Storage Limited.
Trade receivables
The exposure to credit risk for trade and other receivables is influenced mainly by the individual
characteristics of each customer. The Consolidated Group’s customer credit risk is managed by requiring
customers to pay monthly rentals in advance. The Directors are of the opinion that customer credit risk is
reduced through a contractual lien over the contents stored in the rented units. The terms of the storage
agreement provide for the auction of the customer’s stored contents to recover any unpaid amounts.
Outstanding customer receivables are regularly monitored and any credit concerns highlighted to senior
management.
At 30 June 2016 and 30 June 2015 the Consolidated Group has no significant concentrations of credit risk
with respect to trade receivables, whether through exposure to individual customers, specific industry
sectors and/or regions within Australia and New Zealand.
The NSPT Group’s customer credit risk is managed by renting the majority of properties to the
Consolidated Group entities National Storage Operations Pty Ltd and National Storage Limited. Other
non-related parties are rented facilities and these rental revenues are not significant compared with
related party rental revenues.
The Consolidated Group’s and the NSPT Group’s maximum exposure to credit risk, is the carrying amount
of those assets as indicated in the statement of financial position. For a summary of the exposure to credit
risk relating to receivables at the end of the financial year refer to note 9.2.
Cash and cash equivalents
The Consolidated Group’s and the NSPT Group’s credit risk on cash and cash equivalents is limited
because the counterparties are banks with high credit-ratings assigned by international credit-rating
agencies. The maximum exposure to credit risk for the components of the statement of financial position
at 30 June 2016 and 30 June 2015 is the carrying amounts as indicated in the statement of financial
position.
Guarantees
Credit risk also arises in relation to financial guarantees given to certain parties. (Refer to notes 18, 21, and
22). Such guarantees are only provided in exceptional circumstances and are subject to specific Board
approval.
Liquidity Risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The
objective of managing liquidity risk is to ensure, as far as possible, the group will always have sufficient
liquidity to meet its liabilities when they fall due, under both normal and stressed conditions. NSH on
behalf of the Consolidated Group and the NSPT Group has established a number of policies and
processes for managing liquidity risk. These include:
Continuously monitoring cash flows on a daily basis as well as forecasting cash flows on a medium
and long-term basis.
Monitoring the maturity profiles of financial assets and liabilities in order to match inflows and
outflows.
Maintaining adequate reserves and support facilities.
109
Monitoring liquidity ratios and all constituent elements of working capital.
Maintaining adequate borrowing and finance facilities.
Financing arrangements
The Consolidated Group and the NSPT Group had access to the following undrawn borrowing facilities at
the end of the reporting period:
Floating rate
Expiring within one year (bank overdraft)
Expiring within one year (bank loans)
Expiring beyond one year (bank loans)
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
3,000
-
137,920
140,920
3,000
20,000
56,500
79,500
3,000
-
137,290
140,920
3,000
20,000
56,500
79,500
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without
notice. $100m of undrawn facilities in place at 30 June 2016, is contingent on completion of the Southern
Cross Portfolio acquisition (see note 23). All other secured bank loans may be drawn at any time and is
subject to an annual review. Further details of the bank loans are detailed in note 9.5 and note 16.
Maturity of financial liabilities
The tables below summarises the maturity profile of the Consolidated Group and NSPT Group’s financial
liabilities based on contractual undiscounted payments.
As amounts disclosed in the table are the contractual undiscounted cash flows including future interest
payments, these balances will not necessarily agree with the amounts disclosed on the statement of
financial position.
Consolidated Group
At 30 June 2016
Non-derivatives
Trade and other
payables
Interest bearing loans
and borrowings
Finance leases
Distribution payable
Total non-derivatives
Derivatives
Inflows
Outflows
Total derivatives
On
demand
$'000
Less than
3 months
$'000
3 to 12
months
$'000
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
167
-
-
-
167
-
-
-
5,981
50
-
-
6,198
2,558
3,427
14,803
26,769
7,592
10,267
-
17,909
115,398
57,708
-
173,106
212,305
249,973
-
462,278
337,853
321,375
14,803
680,229
-
269
269
-
590
590
-
3,683
3,683
-
1,295
1,295
-
5,837
5,837
167
27,038
18,499
176,789
463,573
686,066
110
Consolidated Group
At 30 June 2015
Non-derivatives
Trade and other
payables
Interest bearing loans
and borrowings
Finance leases
Distribution payable
Total non-derivatives
Derivatives
Inflows
Outflows
Total derivatives
NSPT Group
At 30 June 2016
Non-derivatives
Trade and other
payables
Interest bearing loans
and borrowings
Distribution payable
Total non-derivatives
Derivatives
Inflows
Outflows
Total derivatives
At 30 June 2015
Non-derivatives
Trade and other
payables
Interest bearing loans
and borrowings
Distribution payable
Total non-derivatives
Derivatives
Inflows
Outflows
Total derivatives
On
demand
$'000
Less than
3 months
$'000
3 to 12
months
$'000
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
-
-
-
-
-
-
-
-
-
4,003
-
1,700
-
5,703
1,142
2,773
14,047
21,965
3,437
8,048
-
11,485
132,806
43,902
-
178,408
-
83,561
-
83,561
137,385
138,284
14,047
295,419
-
202
202
-
609
609
-
1,361
1,361
-
-
-
-
2,172
2,172
22,167
12,094
179,769
83,561
297,591
On
demand
$'000
Less than
3 months
$'000
3 to 12
months
$'000
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
-
-
-
-
-
-
-
-
4,045
50
-
-
4,095
2,373
14,803
21,221
7,042
-
7,092
112,452
-
112,452
191,612
-
191,612
313,479
14,803
332,377
-
269
269
-
590
590
-
3,683
3,683
-
1,295
1,295
-
5,837
5,837
21,490
7,682
116,135
192,907
338,214
On
demand
$'000
Less than
3 months
$'000
3 to 12
months
$'000
1 to 5
years
$'000
Over 5
years
$'000
-
-
-
-
-
-
-
-
1,542
-
1,700
1,142
14,047
16,731
3,437
-
3,437
132,806
-
134,506
-
202
202
-
609
609
-
1,361
1,361
16,933
4,046
135,867
-
-
-
-
-
-
-
-
Total
$'000
3,242
137,385
14,047
154,674
-
2,172
2,172
156,846
111
16.
CAPITAL MANAGEMENT
The Consolidated Group’s and the NSPT Group’s objectives, when managing capital, are to safeguard its
ability to continue as a going concern, so that it can continue to provide returns to securityholders and to
maintain an optimal structure to reduce the cost of capital. The primary objective of the Group’s capital
management is to maximise value for the securityholder. The Responsible Entity has outsourced capital
management for the NSPT Group to NSH under a management agreement.
In order to achieve this objective, the Consolidated Group’s and the NSPT Group’s capital management
strategy, aims to ensure that they meet financial covenants attached to interest-bearing loans and
borrowings. Breaches in meeting a financial covenant would permit the lender to immediately call loans
and borrowings.
There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in
the current period.
The Consolidated Group and the NSPT Group manage their capital structure and make adjustments in
light of changes in economic conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Consolidated Group and the NSPT Group may adjust the distribution
payment to securityholders, return capital to securityholders or issue new securities.
The Consolidated Group and the NSPT Group monitor capital using a gearing ratio, represented by net
debt divided by total assets less cash and short term deposits and finance lease liabilities. The
Consolidated Group’s and NSPT’s policy is to keep the gearing ratio between 25% and 40%. Net debt
includes interest bearing loans and borrowings, less cash and short-term deposits, excluding discontinued
operations.
Interest bearing loans
Less: cash and short term deposits
Net Debt
Total assets
Less cash and short term deposits
Less finance lease liabilities
Notes
9.5
9.1
Consolidated
Group
2016
$'000
2015
$'000
NSPT Group
2015
$'000
2016
$'000
286,073
(13,374)
272,699
123,500 266,273
(9,494)
(9,367)
114,006 256,906
899,727
(13,374)
(178,248)
708,105
630,915 648,329
(9,367)
(9,494)
(92,461)
-
528,960 638,962
123,500
(7,862)
115,638
486,944
(7,862)
-
479,082
Gearing ratio
39%
22%
40%
24%
Loan covenants
Under the terms of the borrowing facilities as a financial covenant the Consolidated Group and the NSPT
Group are required to ensure that the gearing ratio must not be more than 55% and the ratio of earnings
before interest, tax, depreciation and amortisation to finance costs must exceed a multiple of two. Both
the Consolidated Group and the NSPT Group have complied with these covenants throughout the
reporting period.
112
Dividends and distributions
Distributions have been made and declared as noted below.
Unit distributions
National Storage Property Trust interim distribution
of 4.3 cents per unit paid on 26 February 2016
(2015: 4.0 cents per unit)
National Storage Property Trust final distribution of
4.4 cents per unit payable on 29 August 2016 (2015:
4.2 cents per unit)
NSPT Group
2016
$'000
2015
$'000
14,381
11,825
14,803
14,047
29,184
25,872
There are no proposed distributions not recognised as a liability for the year ended 30 June 2016.
The Directors of NSH have not declared an interim or final dividend for the year ending 30 June 2016.
Franking credit balance
Ordinary share dividends
Recognised amounts
Franking credits available for subsequent financial
years based on a tax rate of 30% (2015: 30%)
Consolidated Group
2015
$'000
2016
$'000
1,376
1,376
The above amounts are calculated from the balance of the NSH franking account at the end of the
reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or
receivables for income tax after the end of the year.
The NSPT Group does not have franking credits as distributions are paid from National Storage Property
Trust which is not liable to pay income tax provided all taxable income is distributed. There are therefore
no franking credits to attach.
113
17.
RELATED PARTY TRANSACTIONS
The following tables provide the total amount of transactions that have been entered into with related
parties for the relevant financial years.
Transactions with Related Parties –
Consolidated Group
Southern Cross Storage
Operations Pty Ltd
Southern Cross Storage Trust
The Trust Company (RE Services)
Limited and its associates *
Australian Storage Developments
Transactions with Related Parties –
NSPT Group
National Storage Holdings Limited
Southern Cross Storage Trust
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
Revenue
from
related
parties
$
Purchases
from
related
parties
$
Amount
owed by
related
parties
$
Amount
owed to
related
parties
$
2,419,150
1,790,020
-
-
3,344,606
529,508
-
-
-
-
-
165,000
394,610
448,938
-
-
-
-
-
-
-
-
21,727
220,576
444,459
-
-
-
372,053
-
-
-
Revenue
from
related
parties
Purchases
from
related
parties
Amount
owed by
related
parties
Amount
owed to
related
parties
$
$
6,960,507
-
-
8,964,575
$
-
-
-
165,000
-
-
-
-
$
-
-
-
-
National Storage (Operations
Limited)
2016
2015
32,697,698
28,563,075
300,226
-
-
15,162,750
379,493
281,434
National Storage Financial
Services Limited
National Storage Limited
The Trust Company (RE Services)
Limited and its associates
2016
2015
2016
2015
2016
2015
-
-
388,821
-
-
-
5,611
-
1,434,280
-
-
-
1,978,178
-
-
-
-
-
394,610
448,938
-
-
21,727
220,576
Terms and conditions of transactions with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in
arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and
settlement occurs in cash. There have been no guarantees provided or received for any related party
receivables or payables. For the years ended 30 June 2016 and 30 June 2015, the Consolidated Group
has not recorded any impairment of receivables relating to amounts owed by related parties.
114
Responsible Entity
On 10 November 2015 National Storage Financial Services Limited became the responsible entity of the
National Storage Property Trust and sub-trusts. Prior to this date in the year ended 30 June 2016 and for
the financial year ended 30 June 2015 these services were provided by the Trust Company (RE Services)
Limited. The Trust Company (RE Services) Limited provided custodian services to the National Storage
Property Trust and sub-trusts for the years ended 30 June 2016 and 30 June 2015.
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Long-term benefits
Termination benefits
Consolidated Group
2015
$'000
2016
$'000
NSPT Group
2016
$'000
2015
$'000
2,641
185
207
-
3,033
1,703
138
159
95
2,095
-
-
-
-
-
-
-
-
-
-
The amounts disclosed in the table are the amounts recognised as an expense during the reporting
period relating to key management personnel. Detailed remuneration disclosures are provided in the
remuneration report which is included in the Directors’ Report.
18.
COMMITMENTS AND CONTINGENCIES
Capital commitments
There was no capital expenditure contracted for at the end of the reporting period but not recognised
as liabilities.
Non-cancellable operating leases
The NSH Group leases offices expiring within five years. The lease has an escalation clause and a right of
renewal. The NSPT Group does not have any operating lease commitments.
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable
as follows:
Within one year
Later than one year but not later than five years
Later than five years
Finance lease commitments
For details of finance lease commitments see note 9.7.
Consolidated Group
2015
$’000
2016
$’000
334
405
-
739
321
739
-
1,060
Contingent liabilities
Guarantees
For information about guarantees given by entities within the group, including the parent entity, see
notes 21 and 22.
115
19.
EARNINGS PER STAPLED SECURITY (EPS)
Basic earnings is calculated as net profit attributable to stapled security holders, adjusted to exclude
costs of servicing equity (other than distributions) divided by the weighted average number of stapled
securities on issue during the period under review.
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take
into account:
The after tax effect of interest and other financing costs associated with dilutive potential stapled
securities and;
The weighted average number of additional stapled securities that would have been outstanding
assuming the conversion of all dilutive potential stapled securities.
Basic and diluted earnings per stapled
security / unit
Reconciliation of earnings used in
calculating earnings per stapled
security / unit
Consolidated Group
NSPT Group
2016
cents
2015
cents
2016
cents
2015
cents
13.13
16.55
13.18
17.01
$’000
$’000
$’000
$’000
Net profit attributable to members
43,986
48,733
44,165
50,068
Weighted average number of securities
for basic and diluted earnings per
stapled security
20.
AUDITOR’S REMUNERATION
No. of
securities
No. of
securities
No. of units No. of units
335,129,606 294,318,578
335,129,606
294,318,578
The auditor of the Consolidated Group and NSPT Group is Ernst & Young Australia.
Amounts received or due and receivable by
Ernst & Young Australia for:
Consolidated Group
2016
$
2015
$
NSPT Group
2016
$
2015
$
An audit or review of the financial report of the
entity and any other group entity
325,334
256,289
30,375
27,875
Other services in relation to the entity and any
other group entity
Tax compliance
Other
Total auditors’ remuneration
87,225
52,415
464,974
73,314
74,994
51,663
19,130
404,597 101,168
30,040
45,894
103,809
116
21.
INFORMATION RELATING TO THE PARENT ENTITIES
Summary financial information
The individual financial statements for National Storage Holdings Limited and National Storage Property
Trust, the parent entities, show the following aggregate amounts:
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Cash flow hedge reserve
Foreign currency translation reserve
Retained earnings
2016
$’000
48,684
55,559
14,393
34,329
29,953
-
-
(8,723)
21,230
NSH
2015
$’000
65,671
72,546
47,533
48,020
29,665
-
-
(5,139)
24,526
NSPT
2016
$’000
2015
$’000
49,907
589,221
19,037
258,517
299,762
(6,264)
(724)
37,930
330,704
43,435
467,709
15,765
141,749
297,192
(1,272)
-
30,040
325,960
Profit /(Loss) after tax
Total comprehensive income
(3,583)
(3,583)
(3,488)
(3,488)
37,074
31,359
33,991
33,112
Guarantees entered into by the parent entities
The Consolidated Group and NSPT Group’s parent entities have provided financial guarantees in
respect of bank overdrafts and loans of subsidiaries amounting to $286,073,000 (2015: $123,500,000),
secured by registered mortgages over the freehold and leasehold investment properties of the
subsidiaries.
The Consolidated Groups parent entity has also provided bank guarantees of $6,527,000 (2015:
$2,137,000) in the event of lease payment default to third party lessors.
In addition, there are cross guarantees given by National Storage Holdings Limited, National Storage
Operations Pty Ltd and National Storage Pty Ltd as described in note 22. No deficiencies of assets exist in
any of these companies.
Contingent liabilities of the parent entities
The parent entities of the Consolidated Group and the NSPT Group did not have any contingent liabilities
as at 30 June 2016 or 30 June 2015.
Contractual commitments
The parent entities of the Consolidated Group and the NSPT Group were contractually committed to the
purchase of the Southern Cross Storage Portfolio, and the purchase of one storage centre in Cairns,
Queensland at the 30 June 2016, as disclosed in note 23. The Consolidated Group and the NSPT Group
did not have any other contractual commitments as at 30 June 2016 or 30 June 2015.
22.
DEED OF CROSS GUARANTEE
National Storage Holdings Limited, National Storage Operations Pty Ltd and National Storage Pty Ltd are
parties to a deed of cross guarantee under which each company guarantees the debts of the others. By
entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a
financial report and Directors’ report under Class Order 98/1418 (as amended) issued by the Australian
Securities and Investments Commission.
117
Set out below is a consolidated statement of comprehensive income and statement of financial position
of the entities that are members of the Closed Group.
Consolidated statement of comprehensive income
Profit from continuing operations before income tax
Income tax expense
Profit after tax
Retained earnings at the beginning of the year
Dividends provided for or paid
Retained earnings at the end of the year
Consolidated statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Investment properties
Investments
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Finance Lease Liability
Deferred revenue
Provisions
Total current liabilities
Non-current liabilities
Interest bearing loans and borrowings
Finance Lease Liability
Provisions
Deferred tax liability
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Retained profits
Total equity
2016
$'000
(1,403)
351
(1,052)
2,154
-
1,102
2015
$'000
(1,026)
(260)
(1,286)
3,440
-
2,154
2016
$'000
2015
$'000
3,064
13,237
351
2,524
19,176
1,265
44,266
300
2,603
48,434
220
1,145
402,624
7,685
747
412,421
220
630
279,808
7,685
540
288,883
431,597
337,317
9,444
4,376
7,405
1,728
22,953
49,898
4,094
6,400
1,172
61,564
19,800
354,583
1,316
136
375,835
-
240,993
700
487
242,180
398,788
303,744
32,809
33,573
31,707
1,102
32,809
31,419
2,154
33,573
118
23.
EVENTS AFTER REPORTING PERIOD
EQUITY RAISING
On 28 June 2016 NSR announced a fully underwritten $260 million equity raising, comprising a $101 million
institutional placement of new stapled securities in NSR and a $159 million pro-rata accelerated non-
renounceable entitlement offer. The purpose of the equity raising was to fund the acquisition of the
remaining 90% interest in the Southern Cross Joint Venture and four new centres as well as to strengthen
the balance sheet and provide funding for future acquisitions in accordance with NSR’s acquisition
strategy.
Subsequent to the Reporting Date the proceeds of the $260m capital raise have been received.
ACQUISITION OF STORAGE CENTRES
As announced on 28 June, NSR entered into an agreement to purchase the Southern Cross portfolio of
self-storage assets for a net consideration of $285m. The geographically diversified and complementary
portfolio comprises 26 storage centres with a combined NLA of 126,000 sqm and 13,000 storage units. The
agreement was subject to fulfillment of contractual conditions as at 30 June 2016. The transaction is
expected to settle on 30 August 2016.
On 7 July 2016 NSR completed the acquisition a self-storage asset in Cairns, Queensland for $7.1m.
On 23 August 2016 NSR announced that it has exercised an option to purchase the Butler self-storage
asset in Perth for $8.8m. Butler is a newly constructed centre which formed part of the Perth Development
Portfolio.
On 23 August 2016, NSR also announced that it had entered into agreements to acquire additional self-
storage assets in Hobart, Tasmania for $3.3m, and Kurnell, Sydney for $17.5m. Both transactions remain
conditional and should they proceed, settlement is expected in September 2016.
All purchases will be funded via NSR’s existing debt facilities.
119
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of National Storage Holdings Limited, the
Directors state that:
1.
In the opinion of the Directors:
(a)
the financial statements and notes of the Consolidated Group for the year
ended 30 June 2016 are in accordance with the Corporations Act 2001,
including:
i.
ii.
giving a true and fair view of the consolidated entity’s financial position as
at 30 June 2016 and of its performance for the year ended on that date;
and
complying with Accounting Standards and the Corporations Regulations
2001;
(b)
the financial statements and notes also comply with International Financial
Reporting Standards as disclosed in note 2(b); and
(c) with reference to note 2(a) in the financial statements, there are reasonable
grounds to believe that the Consolidated Group will be able to pay its debts as
and when they become due and payable.
(d) as at the date of this declaration, there are reasonable grounds to believe that
the members of the Closed Group identified in Note 22 will be able to meet any
obligations or liabilities to which they are or may become subject, by virtue of the
Deed of Cross Guarantee.
2.
This declaration has been made after receiving the declarations required to be made
to the Directors by the Chief Executive Officer and Chief Financial Officer in
accordance with section 295A of the Corporations Act 2001 for the financial year
ended 30 June 2016.
On behalf of the Board,
Laurence Brindle
Director
23 August 2016
Brisbane
Andrew Catsoulis
Managing Director
120
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of National Storage Financial Services
Limited, the Responsible Entity states that:
1.
In the opinion of the Responsible Entity:
(a)
the financial statements and notes of the NSPT Group for the year ended 30 June
2016 are in accordance with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the NSPT Group’s financial position as at 30
June 2016 and of its performance for the year ended on that date; and
complying with Accounting Standards and the Corporations Regulations
2001;
(b)
the financial statements and notes also comply with International Financial
Reporting Standards as disclosed in note 2(b); and
(c) with reference to note 2(a) in the financial statements, there are reasonable
grounds to believe that NSPT will be able to pay its debts as and when they
become due and payable.
2.
This declaration has been made after receiving the declarations required to be made
to the Directors of The Trust Company (RE Services) Limited by the Chief Executive
Officer and Chief Financial Officer of the NSR Group in accordance with section 295A
of the Corporations Act 2001 for the financial year ended 30 June 2016.
On behalf of the Responsible Entity,
Laurence Brindle
Chairman
23 August 2016
Brisbane
Andrew Catsoulis
Managing Director
121
INDEPENDENT AUDITOR'S REPORT
Ernst & Young
111 Eagle Street
Brisbane QLD 4000 Australia
GPO Box 7878 Brisbane QLD 4001
Tel: +61 7 3011 3333
Fax: +61 7 3011 3100
ey.com/au
Independent auditor's report to the members of National Storage REIT
Report on the financial report
We have audited the accompanying financial report of National Storage REIT comprising National
Storage Holdings Limited and National Storage Property Trust and the entities they controlled during
the year, which comprises the consolidated statements of financial position as at 30 June 2016,
consolidated statements of profit or loss, the consolidated statements of other comprehensive
income, the consolidated statements of changes in equity and the consolidated statements of cash
flows for the year then ended, notes comprising a summary of significant accounting policies and
other explanatory information, and the directors' declarations of National Storage Holdings Limited
and National Storage Property Trust and the entities they controlled at the year's end or from time to
time during the financial year.
Directors' responsibility for the financial report
The directors of National Storage Holdings Limited and the directors of the Responsible Entity of
National Storage Property Trust are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal controls as the directors determine are necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error. In Note 2
(b), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of
Financial Statements, that the financial statements comply with International Financial Reporting
Standards.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor's judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or
error. In making those risk assessments, the auditor considers internal controls relevant to the entity's
preparation and fair presentation of the financial report in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations
Act 2001. We have given to the directors of the companies a written Auditor’s Independence
Declaration, a copy of which is included in the directors’ report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
122
Opinion
In our opinion:
a.
the financial report of National Storage REIT is in accordance with the Corporations Act
2001, including:
i
ii
giving a true and fair view of National Storage Holdings Limited and National Storage
Property Trust and consolidated entities’ financial positions as at 30 June 2016 and of
their performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations
2001; and
b.
the financial report also complies with International Financial Reporting Standards as
disclosed in Note 2 (b).
Report on the remuneration report
We have audited the Remuneration Report included in the directors' report for the year ended 30
June 2016. The directors of the tabled companies are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of National Storage REIT for the year ended 30 June 2016,
complies with section 300A of the Corporations Act 2001.
Ernst & Young
Mark Hayward
Partner
Brisbane
23 August 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
123
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this
report is as follows. The information is current as at 31 July 2016 unless stated below:
(a) Distribution of equity securities
Analysis of numbers of ordinary fully paid stapled security holders by size of holding:
Holding
1
1,001
5,001
10,001
100,001
Total
- 1,000
- 5,000
- 10,000
- 100,000
- And over
Total
holders
619
1,096
744
1,298
127
3,884
There were 149 holders of less than a marketable parcel of stapled securities, representing 5,468 units.
(b) Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
National Nominees Limited
Citicorp Nominees Pty Limited
BNP Paribas Noms Pty Ltd (DRP)
HSBC Custody Nominees (Australia) Limited – A/C 2
Leyshon Investments (Australia) Pty Ltd (Bryan Family Investment
A/C)
Storcat Pty Ltd (Andrew Catsoulis Family A/C)
Palomere Pty Ltd (Peter Edward Greer Family A/C)
Capital Business Park (Holdings) Pty Ltd
Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
Stowaway Self Storage Pty Ltd (Catsoulis Development A/C)
HSBC Custody Nominees (Australia) Limited – GSCO ECA
CS Fourth Nominees Pty Limited (HSBC Cust Nom AU Ltd)
RBC Investor Services Australia Nominees Pty Limited (Bkcust A/C)
Brispot Nominees Pty Ltd (House Head Nominee No 1 A/C)
BNP Paribas Noms (NZ) Ltd
Stowaway Self Storage Pty Ltd (Catsoulis Family A/C)
BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C)
National Nominees Limited (N A/C)
Stapled Securities
Number
held
194,866,224
78,952,751
62,870,628
23,106,572
13,565,486
8,943,165
7,448,980
6,673,469
5,586,735
4,520,000
3,743,566
3,469,388
2,548,006
2,490,707
2,316,684
2,186,759
1,826,496
1,811,224
1,787,125
1,500,000
430,213,965
Percentage
of issued
securities
38.90
15.76
12.55
4.61
2.71
1.79
1.49
1.33
1.12
0.90
0.75
0.69
0.51
0.50
0.46
0.44
0.36
0.36
0.36
0.30
85.89
124
Unquoted equity securities
There are no unquoted securities.
(c) Substantial shareholders
Substantial securityholders, as at 14 July 2016, are set out below:
Name
Colonial First State Global Asset Management Property
Cohen & Steers Capital Management, Inc
Avoca Investment Management Pty Ltd
Vanguard Investments Australia Ltd
K2 Asset Management Ltd
Number
held
79,144,232
31,845,608
29,601,242
25,218,371
14,381,194
Percentage
16.73
6.73
6.26
5.33
3.04
(d) Voting rights
The voting rights attached to the ordinary fully paid stapled securities is one vote per stapled security.
(e) Escrowed securities
The number of ordinary stapled securities that are on issue that were subject to voluntary escrow are as
follows:
Holder
Leyshon Investments (Australia) Pty Ltd
Storcat Pty Ltd
Palomere Pty Ltd
Stowaway Self Storage Pty Ltd
Stowaway Self Storage Pty Ltd
Green 9 Pty Ltd
Leyshon Operations Unit Trust
Andrew Catsoulis Family A/C
Peter Edward Greer Family Ac
Catsoulis Development A/C
Catsoulis Family A/C
Michael Berry Family A/C
Number of
Stapled
Securities
7,448,980
6,173,469
5,586,735
3,469,388
1,811,224
1,020,408
Details of the escrow period for the escrow of Storcat Pty Ltd and Palomere Pty Ltd are set out on page
56 (Storcat Pty Ltd equates to the Managing Director and Palomere Pty Ltd to the Chief Operating
Officer). The escrow provisions for the remaining escrowed stapled security holders are the same as for
Storcat Pty Ltd and Palomere Pty Ltd other than the period is three years not five years.
As at 30 June 2016 the performance hurdles in relation to the clawback mechanism and escrow
arrangements have been fully satisfied and these arrangements concluded.
125
INVESTOR RELATIONS
National Storage REIT is listed on the Australian
Securities Exchange under the code NSR.
NATIONAL STORAGE REIT SECURITIES
To view your securityholding, you will need your
SRN/HIN and will be asked to verify your registered
postcode (inside Australia) or your country of
residence (outside Australia).
A stapled security comprises:
Phone
• one share in National Storage Holdings Limited; and
• one unit in the National Storage Property Trust;
stapled and traded together as one stapled security.
You can confirm your holding balance, request forms
and access distribution and trading information by
phoning: 1300 850 505 (Australia only) or calling
+61 3 9946 4471 (outside Australia).
DISTRIBUTION DETAILS
Distributions are expected to be paid within 8 weeks
following the end of each semi-annual distribution
period, which occur in June and December each year.
To ensure timely receipt of your distributions, please
consider the following:
Direct Credit
NSR encourages securityholders to receive
distribution payments by direct credit.
If you wish to register for direct credit or update your
payment details, log in to your holding online or
telephone the registry on 1300 850 505 for assistance.
Tax File Number (TFN)
You are not required by law to provide your TFN,
Australian Business Number (ABN) or exemption
status. However, if you do not provide your TFN,
ABN or exemption, withholding tax at the highest
marginal rate for Australian resident members may
be deducted from distributions paid to you.
If you wish to update your TFN, ABN or exemption
status, log in to your holding online or telephone the
registry on 1300 850 505 for assistance.
CONTACT DETAILS
All changes of name, address, TFN, payment
instructions and document requests should be
directed to the registry.
SECURITIES REGISTRY
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne VIC 3001 Australia
Telephone: 1300 850 505 (Australia only)
International: +61 3 9946 4471
Facsimile: +61 3 9473 2500
Email: web.queries@computershare.com.au
ELECTRONIC INFORMATION
By becoming an electronic investor and registering
your email address, you can receive via email
notifications and announcements, distribution
statements, taxation statements and annual reports.
SECURE ACCESS TO YOUR SECURITYHOLDING
You will need to have your securityholder reference
number or holder identification number (SRN/HIN)
available to access your holding details.
Online
You can access your securityholding information via
the Investor Centre section of the corporate website,
www.nationalstorageinvest.com.au, or via the
Investor Centre link on the registry’s website at
www.computershare.com.au.
INVESTOR RELATIONS
UNPRESENTED CHEQUES
NSR CALENDAR
FEBRUARY
Half Year Results released
Distribution paid for six months ended 31 December
AUGUST
Full Year Results and Annual Report released
Distribution paid for the six months ended 30 June
Annual tax statements released
OCTOBER
Notice of Annual General Meeting released
NOVEMBER
Annual General Meeting
The dates listed above are indicative only and
subject to change.
If you believe you have unpresented cheques,
please contact the registry and request a search to
assist in recovering your funds.
If you wish to register for direct credit or update your
payment details, log in to your holding online or
telephone the registry on 1300 850 505 for assistance.
ANNUAL TAXATION STATEMENT
AND TAX GUIDE
The Annual Taxation Statement and Tax Guide are
dispatched to securityholders in August each year.
A copy of the Tax Guide is available at
www.nationalstorageinvest.com.au.
INVESTOR FEEDBACK
If you have any fund specific queries or feedback
please telephone NSR Investor Relations on 1800 683
290. Please direct any complaints in writing to NSR
Company Secretary at GPO Box 3239, Brisbane QLD
4001, Australia.
127
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 CORPORATE DIRECTORY
National Storage Holdings Limited ACN 166 572 845 (“NSH” or the “Company”)
National Storage Property Trust ARSN 101 227 712 (“NSPT”)
form the stapled entity National Storage REIT (“NSR” or the “Consolidated Group”)
Responsible Entity of NSPT
National Storage Financial Services Limited (NSFL)
ACN 600 787 246 AFSL 475 228
Level 1, 10 Felix Street, Brisbane QLD 4000
Directors
Laurence Brindle
Anthony Keane
Howard Brenchley
Steven Leigh
Andrew Catsoulis
Company Secretaries
Claire Fidler
Patrick Rogers
Registered Office
Level 1, 10 Felix Street
Brisbane QLD 4000
Principal Place of Business
Level 1, 10 Felix Street
Brisbane QLD 4000
Share Registry
Computershare Investor Services Pty Limited
452 Johnston Street
Abbotsford VIC 3067
Stapled Securities are quoted on the Australian
Securities Exchange (NSR).
Auditors
Ernst & Young
111 Eagle Street
Brisbane QLD 4000
CORPORATE DIRECTORY
43
NATIONAL STORAGE REIT ANNUAL REPORT 2015/2016 N
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