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CHARTER HALL GROUP — Annual Report 2017
Aug 22, 2017
64645_rns_2017-08-22_45d0ab2a-d3eb-472a-b88e-9f106dac65e9.pdf
Annual Report
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Appendix 4E Financial Report
Page 1
APPENDIX 4E
Financial Report for the year ended 30 June 2017
Name of Entity:
The Charter Hall Group (CHC) - comprising the stapling of ordinary shares in Charter Hall Limited (CHL) (ACN 113 531 150) and units in Charter Hall Property Trust (CHPT) (ARSN: 113 339 147)
The Appendix 4E should be read in conjunction with the financial report of the Charter Hall Group for the year ended 30 June 2017.
Results for announcement to the market
| year ended year ended Variance 30 June 30 June 2017 2016 $m $m (%) |
|
|---|---|
| Revenue1 | 213.4 165.3 29.1 |
| Profit after tax attributable to stapled securityholders of Charter Hall Group |
257.6 215.2 19.7 |
| Operatingearnings attributable to stapled securityholders2 | 151.2 124.7 21.3 |
1 Gross revenue does not include share of net profits of associates and joint ventures of $207.2 million (2016: $168.3 million).
- 2 Operating earnings is a financial measure which represents statutory profit adjusted for proportionally consolidated fair value adjustments, gains or losses on sale of investments, amortisation and / or impairment of intangible assets, deferred tax expense and other unrealised or one-off items. The inclusion of operating earnings as a measure of the Group’s profitability provides investors with the same basis that is used internally for evaluating operating segment performance. Operating earnings is used by the Board to make strategic decisions and as a guide to assessing an appropriate distribution to declare.
A reconciliation of the Group’s operating earnings to statutory profit is provided in Note 3 of the financial report.
| year ended year ended Variance 30 June 30 June 2017 2016 cps cps (%) |
|
|---|---|
| Basic statutory earnings per stapled security attributable to stapled securityholders |
61.2 52.5 16.6 |
| Diluted statutory earnings per stapled security attributable to stapled securityholders |
60.7 52.0 16.7 |
| Operating earnings per stapled security attributable to stapled securityholders |
35.9 30.4 18.1 |
| Distributions | year ended 30 June 2017 |
year ended 30 June 2016 |
|---|---|---|
| Final distribution in respect of a: CHPT unit CHL share Interim distribution in respect of a: CHPT unit CHL share |
15.6¢ - 14.4¢ - |
13.6¢ - 13.3¢ - |
| Total Record date for determining entitlements to the distribution Payment date |
30.0¢ | 26.9¢ |
| 30 June 2017 | ||
| 31 August 2017 |
Appendix 4E Financial Report
Page 2
Results for announcement to the market (continued)
The Group recorded a statutory profit after tax attributable to stapled securityholders for the year of $257.6 million compared to $215.2 million for the year ended 30 June 2016.
Operating earnings amounted to $151.2 million for the year compared to $124.7 million in 2016, an increase of 21.3% over the prior year.
Net Tangible Assets
| Net Tangible Assets | ||
|---|---|---|
| As at 30 June 2017 |
As at 30 June 2017 |
|
| Net tangible assets(NTA) per stapled security 1 | $3.60 | $3.04 |
- 1 Under the listing rules NTA must be determined by deducting from total tangible assets all claims on those assets ranking ahead of the ordinary securities (ie: all liabilities, preference shares, outside equity interest etc).
The number of securities on issue at 30 June 2017 is 465.8 million (30 June 2016: 412.7 million).
Control gained or lost over entities during the year
The following changes in control occurred within the Group during the year:
-
CHPT Dandenong Trust (sold 100% interest on 10 November 2016);
-
Charter Hall Opportunity Fund No.5 (Established 100% interest on 25 January 2017);
-
Charter Hall Opportunity Fund No.5 Bringelly Trust (Established 100% interest on 26 May 2017);
-
Charter Hall Direct Consumer Staples Fund (Established 100% interest on 9 May 2017);
-
DCSF NZ Trust (Established 100% interest on 9 May 2017)
Details of Associates and Joint Venture entities
Refer attached financial report (Note 11: Investments accounted for using the equity method).
Other significant information
For additional information regarding the results of Charter Hall Group for the year ended 30 June 2017 please refer to the Full Year Results – ASX Media Announcement and the 2017 Year Results Presentation lodged with the ASX. Attached with this Appendix 4E is a copy of the financial report for the year ended 30 June 2017.
Accounting standards used by foreign entities
International Financial Reporting Standards.
Segment results
Refer attached financial report (Note 3: Segment information).
Other Factors
Refer to other significant information (above).
Audit
This report is based on accounts to which one of the following applies: (tick one)
| | The accounts have been audited. (refer attached financial statements) |
| The accounts have been subject to review. (refer attached financial statements) |
|---|---|---|---|
| | The accounts are in the process of being audited or subject to review. |
| The accounts have not yet been audited or reviewed. |
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Charter Hall Group Financial Report and other information for the year ended 30 June 2017
Comprising the stapling of ordinary shares in Charter Hall Limited (ACN 113 531 150) and units in the Charter Hall Property Trust (ARSN 113 339 147)
Important notice
This report comprises the Financial Report as defined in the Corporations Act 2001, consisting of the financial statements for the year, notes to the financial statements and the directors' declaration about the statements and notes, and other information comprising a Directors’ report, auditor’s independence declaration and audit report.
This financial report has been prepared and issued by Charter Hall Limited (ACN 113 531 150) and Charter Hall Funds Management Limited (ACN 082 991 786, AFSL 262861) (CHFML) as Responsible Entity of the Charter Hall Property Trust (ARSN 113 339 147) (together, the Charter Hall Group or Group). The information contained in this report has been compiled to comply with legal and regulatory requirements and to assist the recipient in assessing the performance of the Group independently and does not relate to, and is not relevant for, any other purpose.
This report is not intended to be and does not constitute an offer or a recommendation to acquire any securities in the Charter Hall Group. The receipt of this report by any person and any information contained herein or subsequently communicated to any person in connection with the Charter Hall Group is not to be taken as constituting the giving of investment, legal, or tax advice by the Charter Hall Group, its related bodies corporate, its directors or employees to any such person. Each recipient should consult their own counsel, accountant, and other advisers as to legal, tax, business, financial and other considerations in relation to the Charter Hall Group.
Neither the Charter Hall Group, their related bodies corporate, directors, employees nor any other person who may be taken to have been involved in the preparation of this report represents or warrants that the information contained in this report, provided either orally or in writing to a recipient in the course of its evaluation of the Charter Hall Group or the matters contained in this report, is accurate or complete.
Historical performance is not a reliable indicator of future performance. Due care and attention have been exercised in the preparation of forecast information; however, forecasts, by their very nature, are subject to uncertainty and contingencies, many of which are outside the control of the Group. Actual results may vary from any forecasts, and any variation may be materially positive or negative.
CHFML does not receive fees in respect of the general financial product advice it may provide; however, entities within the Charter Hall Group receive fees for operating the Charter Hall Property Trust in accordance with its constitution. Entities within the Group may also receive fees for managing the assets of, and providing resources to, the Charter Hall Property Trust. All information herein is current as at 30 June 2017 unless otherwise stated. All references to dollars ($) or A$ are Australian dollars unless otherwise stated.
© Charter Hall
Cover photo: Artist’s impression, 130 Lonsdale Street, Melbourne, VIC
Contents
| Contents | Contents |
|---|---|
| Directors’ Report .................................................................................................................................................................. 5 | |
| Auditor’s Independence Declaration .................................................................................................................................. 36 | |
| Consolidated Statements of Comprehensive Income ........................................................................................................ 37 | |
| Consolidated balance sheets ............................................................................................................................................. 38 | |
| Consolidated statement of changes in equity – Charter Hall Group .................................................................................. 39 | |
| Consolidated statement of changes in equity – Charter Hall Property Trust Group ........................................................... 40 | |
| Consolidated cash flow statements ................................................................................................................................... 41 | |
| Notes to the consolidated financial statements .................................................................................................................. 42 | |
| 1 | Summary of significant accounting policies ............................................................................................................... 42 |
| 2 | Critical accounting estimates and judgements .......................................................................................................... 52 |
| 3 | Segment information ................................................................................................................................................. 53 |
| 4 | Revenue .................................................................................................................................................................... 56 |
| 5 | Expenses .................................................................................................................................................................. 57 |
| 6 | Income tax expense .................................................................................................................................................. 58 |
| 7 | Distributions paid and payable .................................................................................................................................. 59 |
| 8 | Earnings per stapled security .................................................................................................................................... 60 |
| 9 | Cash and cash equivalents ....................................................................................................................................... 60 |
| 10 | Trade and other receivables ..................................................................................................................................... 61 |
| 11 | Investments accounted for using the equity method ................................................................................................. 61 |
| 12 | Investment properties ................................................................................................................................................ 62 |
| 13 | Intangible assets ....................................................................................................................................................... 62 |
| 14 | Property, plant and equipment .................................................................................................................................. 63 |
| 15 | Deferred tax assets and liabilities .............................................................................................................................. 64 |
| 16 | Trade and other payables ......................................................................................................................................... 65 |
| 17 | Provisions ................................................................................................................................................................. 65 |
| 18 | Interest bearing liabilities ........................................................................................................................................... 66 |
| 19 | Contributed equity ..................................................................................................................................................... 67 |
| 20 | Reserves ................................................................................................................................................................... 68 |
| 21 | Accumulated losses .................................................................................................................................................. 69 |
| 22 | Remuneration of auditors .......................................................................................................................................... 69 |
| 23 | Reconciliation of profit after tax to net cash inflow from operating activities .............................................................. 69 |
| 24 | Capital and financial risk management ..................................................................................................................... 70 |
| 25 | Fair value measurement ........................................................................................................................................... 73 |
| 26 | Related parties .......................................................................................................................................................... 75 |
| 27 | Controlled entities ..................................................................................................................................................... 78 |
| 28 | Investments in associates ......................................................................................................................................... 80 |
| 29 | Investments in joint ventures ..................................................................................................................................... 87 |
| 30 | Interests in unconsolidated structured entities .......................................................................................................... 88 |
| 31 | Commitments ............................................................................................................................................................ 89 |
| 32 | Contingent liabilities .................................................................................................................................................. 89 |
| 33 | Security-based benefits expense .............................................................................................................................. 90 |
| 34 | Parent entity financial information ............................................................................................................................. 91 |
| 35 Deed of cross guarantee ........................................................................................................................................... 92 |
|---|
| 36 Events occurring after the reporting date .................................................................................................................. 94 |
| Directors’ declaration to securityholders ............................................................................................................................ 95 |
| Independent Auditor’s Report ............................................................................................................................................ 96 |
Charter Hall Group / 5
Directors’ Report
for the year ended 30 June 2017
The Directors of Charter Hall Limited and the Directors of Charter Hall Funds Management Limited, the Responsible Entity (RE) of Charter Hall Property Trust, present their report together with the consolidated financial report of the Charter Hall Group (Group or CHC) and the consolidated financial report of the Charter Hall Property Trust Group (CHPT) for the year ended 30 June 2017, and the Independent Auditor’s Report thereon. The financial report of the Group comprises Charter Hall Limited (Company or CHL) and its controlled entities, which include Charter Hall Funds Management Limited as the RE of Charter Hall Property Trust (Trust). The financial report of the Charter Hall Property Trust Group comprises the Trust and its controlled entities.
Charter Hall Limited and Charter Hall Funds Management Limited have identical Boards of Directors. The term Board hereafter should be read as a reference to both these Boards.
The units in the Trust are ‘stapled’ to the shares in the Company. A stapled security comprises one Company share and one Trust unit. The stapled securities cannot be traded or dealt with separately.
Directors
The following persons were Directors of the Group during the year and up to the date of this report, unless noted otherwise:
-
David Clarke - Chair and Non-Executive Independent Director
-
Anne Brennan - Non-Executive Independent Director
-
Philip Garling - Non-Executive Independent Director
-
David Harrison - Managing Director and Group CEO
-
Karen Moses - Non-Executive Independent Director (appointed 1 September 2016)
-
David Ross - Non-Executive Independent Director (appointed 20 December 2016)
-
Former Directors
-
Peter Kahan - Non-Executive Director (resigned 20 December 2016)
-
Colin McGowan - Non-Executive Independent Director (resigned 9 November 2016)
Principal activities
During the year, the principal activities of the Group consisted of:
(a) Investment in property funds; and
- (b) Property funds management.
No significant changes in the nature of the activities of the Group occurred during the year.
Distributions - Charter Hall Group
Distributions paid/declared to members during the year were as follows:
No significant changes in the nature of the activities of the Group occurred du Distributions - Charter Hall Group Distributions paid/declared to members during the year were as follows: |
ring the year. | |
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Final ordinary distribution for the six months ended 30 June 2017 | 72,661 | - |
| of 15.6 cents per stapled security payable on 31 August 2017 | ||
| Interim ordinary distribution for the six months ended 31 December 2016 | 59,431 | - |
| of 14.4 cents per stapled security paid on 28 February 2017 | ||
| Final ordinary distribution for the six months ended 30 June 2016 | - | 56,129 |
| of 13.6 cents per stapled security paid on 25 August 2016 | ||
| Interim ordinary distribution for the six months ended 31 December 2015 of | - | 54,419 |
| 13.3 centsper stapled security paid on 26 February2016 | ||
| Total distributionspaid andpayable | 132,092 | 110,548 |
Review and results of operations
The Group recorded a statutory profit after tax attributable to stapled securityholders for the financial year to 30 June 2017 of $257.6 million compared to a profit of $215.2 million for the year ended 30 June 2016.
Operating earnings amounted to $151.2 million for the year to 30 June 2017, compared to $124.7 million for the year ended 30 June 2016, an increase of 21.3% over the prior period. Operating earnings is split between property investments of $85.0 million (30 June 2016: $78.5 million) and property funds management of $66.2 million (30 June 2016: $46.2 million).
Charter Hall Group / 6
Directors’ Report (continued)
for the year ended 30 June 2017
The operating earnings information included in the table below has not been subject to any specific audit procedures by our auditor but has been extracted from Note 3: Segment information of the accompanying financial report.
| 2017 | 2016 | |
|---|---|---|
| $'000 | $'000 | |
| Operating earnings attributable to stapled securityholders | 151,173 | 124,735 |
| Realised and unrealised gains/(losses) on derivatives 1 | 8,166 | (10,339) |
| Net fair value movements on investments and property 1 | 118,314 | 107,757 |
| Amortisation and impairment of intangibles | (4,342) | (8,517) |
| Impairment of investment in joint venture | (10,494) | - |
| Non-operating deferred income tax expense | (4,118) | (1,714) |
| Gain on disposal of property investments and inventory1 | 3,890 | 6,114 |
| Other1 | (5,028) | (2,796) |
| Statutory profit after tax attributable to stapled securityholders | 257,561 | 215,240 |
| Gain on disposal of property investments and inventory 3,890 Other1 (5,028) Statutory profit after tax attributable to stapled securityholders 257,561 |
Gain on disposal of property investments and inventory 3,890 Other1 (5,028) Statutory profit after tax attributable to stapled securityholders 257,561 |
6,114 (2,796) 215,240 |
|---|---|---|
| 1Includes the Group's proportionate share of non-operating items of equity accounted investments on a look-through basis. | ||
| 2017 | 2016 | |
| Basic weighted average number of stapled securities per Note 8 ('000s) | 420,838 | 409,980 |
| Basic earnings per stapled security per Note 8 (cents) | 61.2 | 52.5 |
| Operating earnings per stapled security (OEPS) per Note 3 (cents) | 35.9 | 30.4 |
| . | ||
| The 30 June 2017 financial results with comparatives are summarised as follows: |
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| Revenue ($ million)1 | 213.4 | 165.3 | 19.7 | 37.2 |
| Statutory profit after tax for stapled securityholders ($ million) | 257.6 | 215.2 | 218.0 | 197.3 |
| Statutory earnings per stapled security (EPS) (cents) | 61.2 | 52.5 | 51.8 | 48.1 |
| Operating earnings for stapled securityholders ($ million)2 Operating earnings per stapled security (cents)2 |
151.2 35.9 |
124.7 30.4 |
n/a n/a |
n/a n/a |
| Distributions to stapled securityholders ($ million) | 132.1 | 110.5 | 132.1 | 110.5 |
| Distributionper stapled security (cents) | 30.0 | 26.9 | 30.0 | 26.9 |
| 2017 | 2016 | 2017 | 2016 | |
| Total assets ($ million) | 1,873.0 | 1,415.6 | 1,612.8 | 1,251.6 |
| Total liabilities ($ million) | 150.8 | 104.5 | 76.8 | 56.5 |
| Net assets attributable to stapled securityholders ($ million) | 1,722.2 | 1,311.1 | 1,536.0 | 1,195.1 |
| Stapled securities on issue (million) | 465.8 | 412.7 | 465.8 | 412.7 |
| Net assets per stapled security ($) | 3.70 | 3.18 | 3.30 | 2.90 |
| Net tangible assets (NTA) attributable to stapled securityholders | ||||
| ($ million) | 1,674.9 | 1,256.3 | 1,536.0 | 1,195.1 |
| NTA per stapled security ($)3 | 3.60 | 3.04 | 3.30 | 2.90 |
| Balance sheet gearing4 | 0.00% | 0.00% | 0.00% | 0.00% |
| Funds under management(FUM) ($billion) | 19.8 | 17.5 | n/a | n/a |
1 Gross revenue does not include share of net profits of associates and joint ventures of $207.2 million (30 June 2016: $168.3 million).
2 Excludes fair value adjustments, gains or losses on the sale of investments, amortisation and/or impairment of intangible assets, nonoperating deferred tax expense and other unrealised or one-off items.
3 Net tangible assets (NTA) per stapled security ($) is calculated using assets less liabilities, net of intangible assets and related deferred tax.
4 Gearing is calculated by using debt drawn net of cash divided by total assets net of cash.
Charter Hall Group / 7
Directors’ Report (continued)
for the year ended 30 June 2017
Review and results of operations (continued)
Operating earnings per stapled security (OEPS) has increased 18.1% from 30.4 cents for the year ended 30 June 2016 to 35.9 cents for the year ended 30 June 2017.
Annual distribution per stapled security (DPS) has increased 11.5% from 26.9 cents for the year ended 30 June 2016 to 30.0 cents for the year ended 30 June 2017.
Net Tangible Assets per stapled security (NTA) at 30 June 2017 is $3.60, an increase of 18.4% over $3.04 at 30 June 2016.
Funds Under Management (FUM) increased from $17.5 billion at 30 June 2016 to $19.8 billion at 30 June 2017 due to the establishment of new funds Charter Hall Long Wale REIT and Charter Hall Prime Retail Fund, significant valuation uplifts, property acquisitions and developments in Charter Hall Office Trust, Charter Hall Prime Office Fund, Charter Hall Prime Industrial Fund, Charter Hall Direct Office Fund, Charter Hall Direct Industrial Fund No. 4, Charter Hall Retail REIT and investment properties acquired directly by the Charter Hall Group.
Property Investments
The Group’s property investments are classified into the following real estate sectors:
-
Office;
-
Industrial;
-
Retail; and
-
Diversified.
The following table summarises the key metrics for the property investments of the Group:
| FY 17 | FY 17 | Weighted | Weighted | Weighted | Weighted | FY 17 | FY 17 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Charter Hall | average | average |
average |
Average |
Charter Hall | |||||
| Ownership stake |
Charter Hall investment |
investment income1 |
lease expiry |
market cap rate |
discount rate |
rental reviews |
investment yield2 |
|||
| (%) | ($m) | ($m) | (years) | (%) | (%) | (%) | (%) | |||
| Office | 549.1 | 25.3 | 5.6 | 5.8 | 7.1 | 3.7 | 7.3 | |||
| Charter Hall Prime Office Fund (CPOF) | 10.5 | 236.4 | 11.7 | 6.4 | 5.9 | 7.2 | 3.8 | 6.2 | ||
| Charter Hall Office Trust (CHOT) | 14.3 | 212.9 | 13.4 | 4.6 | 5.5 | 7.0 | 3.7 | 8.6 | ||
| Brisbane Square Wholesale Fund (BSWF) | 16.8 | 99.6 | 0.2 | 6.8 | 6.1 | 7.3 | 3.6 | 6.0 | ||
| Charter Hall PFA Direct Fund(PFA) 3 | 0.1 | 0.2 | - | 7.0 | 7.6 | 8.2 | 3.5 | 7.8 | ||
| Industrial | 285.8 | 16.5 | 9.1 | 6.4 | 7.4 | 3.0 | 6.2 | |||
| Core Logistics Partnership Trust (CLP) | 13.8 | 139.2 | 9.9 | 9.6 | 6.3 | 7.6 | 3.0 | 6.3 | ||
| Charter Hall Prime Industrial Fund (CPIF) | 6.0 | 117.1 | 6.2 | 7.7 | 6.4 | 7.6 | 3.0 | 6.1 | ||
| Charter Hall Direct Industrial Fund No.4(DIF4) | 21.2 | 29.5 | 0.4 | 11.6 | 6.5 | 6.0 | 3.0 | 6.6 | ||
| Retail | 486.0 | 34.0 | 6.8 | 6.1 | 7.4 | 3.9 | 7.3 | |||
| Charter Hall Retail REIT (CQR)4 | 18.6 | 321.2 | 21.1 | 6.8 | 6.3 | 7.4 | 4.1 | 7.7 | ||
| Charter Hall Prime Retail Fund (CPRF) | 38.0 | 44.8 | 1.9 | 4.1 | 5.8 | 7.5 | 4.4 | 6.3 | ||
| Retail Partnership No. 6 Trust (RP6)4 | 20.0 | 34.3 | 2.1 | 3.3 | 5.8 | 7.7 | 3.3 | 6.5 | ||
| BP Fund 1 (BP1)6 | 8.4 | 28.4 | 1.5 | 9.8 | 5.5 | 7.3 | 2.7 | 6.1 | ||
| Long WALE Investment Partnership (LWIP)5 | 5.0 | 19.0 | 5.2 | 17.2 | 6.0 | 7.4 | 2.0 | 7.7 | ||
| BP Fund 2 (BP2)6 | 13.2 | 13.8 | 0.7 | 11.8 | 5.7 | 7.4 | 2.7 | 4.8 | ||
| Long WALE Investment Partnership 2 (LWIP2)5 | 10.0 | 10.1 | 0.7 | 18.0 | 6.0 | 7.4 | 2.0 | 7.3 | ||
| TTP Wholesale Fund (TTP)4,6 | 10.0 | 8.0 | 0.4 | 3.8 | 6.3 | 7.5 | 4.1 | 5.8 | ||
| Retail PartnershipNo. 2(RP2) 4 | 5.0 | 6.4 | 0.4 | 4.8 | 5.8 | 7.5 | 4.5 | 7.1 | ||
| Diversified | 166.0 | 6.6 | 11.5 | 6.5 | 7.4 | 2.9 | 6.3 | |||
| Charter Hall LongWALE REIT(CLW) | 20.0 | 166.0 | 6.6 | 11.8 | 6.2 | 7.4 | 2.8 | 6.3 | ||
| Property investment - subtotal | 1,486.9 | 82.4 | 7.4 | 6.1 | 7.3 | 3.6 | 6.9 | |||
| Commercial and Industrial Property Pty Limited (CIP) | 50.0% | 19.5 | 1.5 | n/a | n/a |
n/a |
n/a |
n/a | ||
| Investments disposed/other7 | - | 40.3 | 0.9 | n/a | n/a |
n/a |
n/a |
n/a | ||
| Total | 1,546.7 | 84.8 |
1 Charter Hall Group property investment operating income per segment, Note 3(b) of the financial report.
2 Yield = Operating earnings divided by investment value at start of the year adjusted for investments/divestments during the period. Excludes MTM movements in NTA during the year.
3 Formerly PFA Diversified Property Trust.
4 Average rent reviews is contracted weighted average rent increases of specialty tenants.
5 The LWIP and LWIP2 rental increase is CPI, uncapped.
6 These funds comprise the Long WALE Hardware Partnership (LWHP).
7 Directly owned property, Charter Hall Opportunity Fund 4, Charter Hall Opportunity Fund 5, Coles Truganina and Woolworths Dandenong.
Charter Hall Group / 8
Directors’ Report (continued)
for the year ended 30 June 2017
Review and results of operations (continued)
A summary of the significant activities of each of the Group’s property investments is provided below:
(a) Office
Charter Hall Prime Office Fund (CPOF)
CPOF is a wholesale-pooled fund that invests in high-quality office buildings located in Australia’s major capital cities. CPOF owns an interest in 21 assets valued at $3.4 billion.
Charter Hall Office Trust (CHOT)
CHOT is an unlisted wholesale partnership that invests in a diversified portfolio of office properties primarily located in Australian CBDs. CHOT owns an interest in 10 high-grade office assets valued at $2.6 billion.
Brisbane Square Wholesale Fund (BSWF)
BSWF is an unlisted fund which owns two assets valued at over $1 billion.
Charter Hall PFA Direct Fund (PFA)
PFA is an unlisted fund diversified across geographic locations, tenant profiles and lease expiries in Australia.
(b) Industrial
Core Logistics Partnership Trust (CLP)
CLP is a wholesale industrial partnership which owns an interest in 23 assets valued at $1.3 billion.
Charter Hall Prime Industrial Fund (CPIF)
CPIF is a wholesale industrial pooled fund focused on sourcing properties in the industrial and logistics sectors of major Australian capital cities. It includes both core and enhanced investment-grade property assets. CPIF owns an interest in 47 assets valued at $2.3 billion.
Charter Hall Direct Industrial Fund No.4 (DIF4)
DIF4 is an unlisted property fund investing in quality Australian industrial properties and also in the Charter Hall managed Core Logistics Partnership.
(c) Retail
Charter Hall Retail REIT (CQR)
CQR is an Australian Real Estate Investment Trust (REIT) listed on the Australian Securities Exchange (ASX) (ASX: CQR) and invests in neighbourhood and sub-regional shopping centres anchored by Coles and Woolworths supermarkets. CQR’s portfolio comprises an interest in 71 properties valued at $2.8 billion.
Charter Hall Prime Retail Fund (CPRF)
CPRF is a wholesale fund which owns Campbelltown Shopping Centre valued at over $200 million.
Retail Partnership No.6 Trust (RP6)
RP6 is a wholesale retail fund focusing on neighbourhood and sub-regional shopping centres. RP6 owns two assets valued at over $250 million.
Long WALE Hardware Partnership (LWHP)
The combined BP1, BP2 and TTP Funds are collectively referred to as the Long WALE Hardware Partnership (LWHP), which owns assets valued at over $700 million.
BP Fund 1 (BP1)
BP1 is a wholesale fund which owns 12 freestanding warehouse properties valued at over $500 million.
BP Fund 2 (BP2)
BP2 is a wholesale fund which owns four freestanding warehouse properties valued at almost $150 million.
TTP Wholesale Fund (TTP)
TTP is a wholesale fund which owns the Keperra Square shopping centre in Brisbane valued at over $80 million.
Long WALE Investment Partnership (LWIP)
LWIP is a wholesale partnership which owns 57 hospitality assets valued at over $720 million. These assets are leased to ALH under triple net leases.
Long WALE Investment Partnership 2 (LWIP2)
LWIP2 is a wholesale partnership which owns nine hospitality assets valued at over $150 million.
Retail Partnership No.2 (RP2)
RP2 is a wholesale retail fund which owns the Bateau Bay Square shopping centre valued at over $220 million on the Central Coast of New South Wales.
Charter Hall Group / 9
Directors’ Report (continued)
for the year ended 30 June 2017
Review and results of operations (continued)
(d) Diversified
Charter Hall Long WALE REIT (CLW)
CLW is a REIT listed on the ASX (ASX: CLW) and invests in high quality Australasian real estate assets that are predominantly leased to corporate and government tenants on long-term leases. CLW’s portfolio comprises an interest in 79 properties valued at $1.4 billion.
(e) Wholesale mandates
The Group originates and manages segregated mandates for direct property investments either in joint venture with funds such as CPOF or CQR or as 100% owned assets by our clients. The total property value of wholesale mandates is $1.0 billion.
(f) Direct investor funds
The Group manages equity raised from retail investors via advisers, high net worth individuals and through direct distribution channels. The total FUM of these retail funds and single asset syndicates is $2.9 billion.
(g) Commercial and Industrial Property Pty Limited (CIP)
The Group has a 50% interest in CIP, an industrial development business.
Property Funds Management
The Property funds Management business provides investment management, asset management, property management, development management and leasing and transaction services to the Group’s $19.8 billion funds management portfolio. The use of an integrated property services model, which earns fees from providing these services to the managed portfolio, enhances the Group’s returns from capital invested. The Group also provides services to segregated mandates looking to capitalise on its property and funds management expertise. The Property funds Management business contributed $66.2 million in operating earnings to the Group.
During the year, total funds under management increased by $2.3 billion to $19.8 billion. The movement was a result of additional capital expenditure and valuation uplifts, along with the Group’s managed funds acquiring approximately $3.0 billion and divesting approximately $2.2 billion of property.
Significant changes in the state of affairs
Significant Group matters during the year, in addition to the review of operations above, were as follows:
-
The Group invested $46.0 million into Charter Hall Prime Retail Fund (CPRF), representing a 38.0% holding.
-
The Group invested $73.3 million into Charter Hall Retail REIT (CQR), increasing its holding from 14.3% at 30 June 2016 to 18.6% at 30 June 2017.
-
The Group invested $35.2 million into Charter Hall Opportunity Fund No. 5 (CHOF5), increasing its holding from 16.7% to 100% at 30 June 2017. Following the investment, the Group sold the investment property held by CHOF5 for proceeds of $68.3 million. The proceeds were partly used to repay CHOF5 debt with the remaining balance held in cash.
-
The Group invested $165.4 million into Charter Hall Long WALE REIT (CLW), representing a 20.0% holding.
-
The Group invested $100.6 million into Brisbane Square Wholesale Fund (BSWF), representing a 16.8% holding.
-
The Group invested a further $20.0 million into Charter Hall Prime Industrial Fund (CPIF), increasing its holding to 6.0%.
-
The Group invested a further $30.0 million into Charter Hall Prime Office Fund (CPOF), increasing its holding to 10.5%.
-
The Group invested a total of $35.9 million into Charter Hall Direct Industrial Fund No. 4 (DIF4) acquisition units and sold a total of $6.4 million, at 30 June 2017 this represents a 21.2% holding. It also extended a $9.7 million loan to DIF4 which was subsequently repaid prior to 30 June 2017.
-
The Group sold $152.2 million of its investment in Long WALE Investment Partnership (LWIP), reducing its holding from 50% to 5%.
-
The Group sold $19.2 million of its investment in Core Logistics Partnership (CLP), reducing its holding from 16.1% at 30 June 2016 to 13.8% at 30 June 2017.
-
The Group acquired 50% of the Coles Distribution Centre in Truganina, Vic for $51.3 million in August 2016. The Group sold CHPT Dandenong Trust, which held a 26% interest in CH DC Fund, which owns 225 Glasscocks Road, Dandenong South, Vic, to Charter Hall Long WALE REIT in November 2016 for $58.9 million.
-
The Group acquired investment properties, held directly by the Group at 30 June 2017, for $41.1 million.
Charter Hall Group / 10
Directors’ Report (continued)
for the year ended 30 June 2017
Matters subsequent to the end of the period
-
The following event has occurred subsequent to 30 June 2017:
-
In August 2017, the CHPT $125 million debt facility was extended by two years with the maturity date changing to August 2020.
Except for the matters discussed above, no other matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect:
-
(a) The Group’s operations in future financial years; or
-
(b) The results of those operations in future financial years; or
-
(c) The Group’s state of affairs in future financial years.
Likely developments and expected results of operations
Business strategy and prospects
Charter Hall’s strategy is to use its specialist property expertise to access, deploy and manage equity invested in Retail, Office, Industrial property and diversified property fund portfolios. Charter Hall invests alongside equity partners to create value and provide superior returns for clients and Charter Hall securityholders.
Charter Hall is well positioned to benefit from projected growth of capital inflows from investors seeking property investments driven by the attractive spreads between property yields and long-term interest rates. During the last 12 months, Charter Hall has seen positive equity flows across all sectors from listed, wholesale and retail investors.
Property Investment portfolio
The property investment portfolio composition is primarily driven by co-investment requirements where, typically, between 1020% of the equity in a fund is contributed by Charter Hall. In addition to these co-investments, the Group may invest a higher proportion in certain funds to reweight its investment portfolio, and continues to review opportunities to increase the proportion of retail and industrial investments and extend the overall WALE of its property investment portfolio.
The Group regularly reviews the performance of its property investment portfolio and relevant economic drivers to actively manage performance at an asset level in each fund.
The material business risks faced by the property investment portfolio that may have an effect on financial performance of the Group include interest rate risk, refinancing risk, lease defaults or extended vacancies, portfolio concentration risks and changes in economic or industry factors impacting tenants or the ability to source suitable investment opportunities.
Property funds management platform
The Group manages property investments on behalf of listed, wholesale and direct investors and has strict policies in place to ensure appropriate governance procedures are in place to meet fiduciary responsibilities and manage any conflicts of interest. Charter Hall provides a suite of services including investment management, asset management, property management, transaction services, development services, treasury, finance, legal and custodian services based on each fund’s individual requirements.
The Group regularly reviews investor requirements and preferences for an investment partner in the Australian core real estate sectors and transaction structures that would meet their requirements.
The material business risks faced by the property funds management platform that may have an effect on the financial performance of the Group include not delivering on investor expectations leading to loss of FUM or management rights, loss of key personnel impacting service delivery, economic factors impacting fee streams, access to capital and economic factors impacting property valuations.
Charter Hall Group / 11
Directors’ Report (continued)
for the year ended 30 June 2017
Information on Directors
David Clarke Chair/Independent Non-Executive Director
Experience and expertise
David joined the Board of Charter Hall Group on 10 April 2014, and was appointed Chair of the Board on 12 November 2014.
David has over 35 years’ experience in investment banking, funds management, property finance and retail banking. David was Chief Executive Officer of Investec Bank (Australia) Limited from 2009 to 2013.
Prior to joining Investec Bank, David was the CEO of Allco Finance Group and a Director of AMP Limited, following five years at Westpac Banking Corporation where he held a number of senior roles including Chief Executive of the Wealth Management Business, BT Financial Group. David also was previously an Executive Director at Lend Lease Corporation Limited, Chief Executive of MLC Limited, and prior to this was Chief Executive Officer of Lloyds Merchant Bank in London.
David holds a Bachelor of Laws degree.
Other current listed company directorships
Austbrokers Holdings Limited
Former listed company directorships in last three years Nil
Special responsibilities
Chair of the Nominations Committee
Member of the Audit, Risk and Compliance Committee
Member of the Investment Committee
Interests in securities
45,875 stapled securities in Charter Hall Group via an indirect interest
Anne Brennan Independent Non-Executive Director
Experience and expertise
Anne joined the Board of Charter Hall Group on 6 October 2010 and is on the board of a number of other companies. Anne is an experienced executive and has held senior management roles in both large corporates and professional services firms.
During her executive career, Anne was the CFO at CSR and the Finance Director of the Coates Group. Prior to her executive roles, Anne was a partner in three professional services firms: KPMG, Arthur Andersen and Ernst & Young. Anne has more than 25 years' experience in audit, corporate finance and transaction services. Anne was also a member of the national executive team and a board member of Ernst & Young.
Anne holds a Bachelor of Commerce (Honours) degree, is a Fellow of the Institute of Chartered Accountants in Australia and a Fellow of the Australian Institute of Company Directors.
Other current listed company directorships
Argo Investments Limited
Myer Holdings Limited
Nufarm Limited
Former listed company directorships in last three years
Echo Entertainment Group Limited
Special responsibilities
Chair of Remuneration and Human Resources Committee
Member of Audit, Risk and Compliance Committee
Interests in securities
30,000 stapled securities in Charter Hall Group via direct and indirect interests
Charter Hall Group / 12
Directors’ Report (continued)
for the year ended 30 June 2017
Information on Directors (continued)
Philip Garling Independent Non-Executive Director
Experience and expertise
Philip joined the Board of the Charter Hall Group on 25 February 2013.
Philip has over 35 years' experience in property and infrastructure, development, operations and asset and investment management. His executive career included nine years as Global Head of Infrastructure at AMP Capital Investors and 22 years at Lend Lease Corporation, including five years as CEO of Lend Lease Capital Services.
Philip holds a Bachelor of Building from the University of NSW, has completed the Advanced Management Program at the Australian Institute of Management and the Advanced Diploma at the Australian Institute of Company Directors. He is a Fellow of the Australian Institute of Company Directors, Australian Institute of Building and Institution of Engineers, Australia.
Other current listed company directorships
Downer EDI Limited
Spotless Group Holdings Ltd
Former listed company directorships in last three years
Australian Renewable Fuels Limited (Chair)
Special responsibilities
Chair of the Audit, Risk and Compliance Committee (from 26 February 2016 until 9 November 2016)
Member of the Nominations Committee
Member of the Remuneration and Human Resources Committee
Chair of the Investment Committee
Interests in securities
16,759 stapled securities in Charter Hall Group via a direct interest
David Harrison Managing Director and Group CEO
Experience and expertise
David has 31 years of property market experience across office, retail and industrial sectors in multiple geographies globally. As Charter Hall’s Managing Director and Group CEO, David is responsible for all aspects of the Charter Hall business, with specific focus on strategy and continuing the momentum from building an Investment Manager recognised as a multi-core sector market leader. David is an executive member of various Fund Boards and Partnership Investment Committees, Chair of the Executive Property Valuation Committee and Executive Leadership Committee.
David has overseen the growth of the Charter Hall Group from $500 million to $19.8 billion of assets under management in 13 years.
David holds a Bachelor of Business Degree (Land Economy) from the University of Western Sydney, is a Fellow of the Australian Property Institute (FAPI) and holds a Graduate Diploma in Applied Finance from the Securities Institute of Australia.
David is a Director and Vice-President of the Property Council of Australia and Chair of the Audit and Risk Committee. David is also a member of the Property Male Champions of Change.
Other current listed company directorships
Charter Hall Retail REIT
Charter Hall Long WALE REIT
Former listed company directorships in last three years Nil
Special responsibilities
Member of the Investment Committee
Interests in securities
207,026 stapled securities in Charter Hall Group via direct interests and 1,441,773 stapled securities in Charter Hall Group via indirect interests. 799,336 performance rights and 43,420 service rights in the Charter Hall Performance Rights and Options Plan; performance rights, service rights and options vest after performance and service conditions are met.
Charter Hall Group / 13
Directors’ Report (continued)
for the year ended 30 June 2017
Information on Directors (continued)
Karen Moses Independent Non-Executive Director
Experience and expertise
Karen joined the Board of Charter Hall Group on 1 September 2016 and was appointed Chair of the Audit, Risk and Compliance Committee on 9 November 2016. Karen has over 30 years’ corporate experience in the energy industry spanning oil, gas, electricity and coal commodities, has gained her experience both within Australia and overseas and has most recently been a panel member of the Finkel review. She was recently appointed to the position of Non-Executive Director of Orica Limited (July 2016) and her other directorships include Non-Executive Director of Boral Limited (since March 2016), Sydney Symphony Limited and Sydney Symphony Holdings Pty Limited (December 2015), Sydney Dance Company (May 2012) and SAS Trustee Corporation (March 2012).
Karen holds a Bachelor of Economics and a Diploma of Education from the University of Sydney.
Other current listed company directorships
Orica Ltd (ASX: ORI)
Boral Limited (ASX: BLD)
Former listed company directorships in last three years
Origin Energy Ltd (ASX: ORG)
Special responsibilities
Chair of Audit, Risk and Compliance Committee
Interests in securities
8,137 via a direct interest
David Ross Independent Non-Executive Director
Experience and expertise
David joined the Board of the Charter Hall Group on 20 December 2016.
David has over 30 years’ corporate experience in the property industry and has gained his experience both within Australia and overseas, including a total of eight years as Chief Executive Officer of GPT and Global Chief Executive Officer, Real Estate Investments for Lend Lease.
David is the Chair of Arena REIT, which owns, manages and develops property in the childcare and healthcare sectors. Previously, David held executive positions at GPT, Lend Lease and Babcock & Brown. Prior board appointments include a nonexecutive directorship with Sydney Swans Foundation Limited.
David holds a Bachelor of Commerce from the University of Western Australia and an Associate Diploma in Valuation from Curtin University in Western Australia.
Other current listed company directorships
Arena REIT
Former listed company directorships in last three years Nil
Special responsibilities
Member of Audit, Risk and Compliance Committee (from 25 January 2017 to 2 June 2017)
Member of Nominations Committee
Member of Investment Committee
Member of Remuneration and Human Resources Committee
Interests in securities
Nil
Charter Hall Group / 14
Directors’ Report (continued)
for the year ended 30 June 2017
Information on Directors (continued)
Former Directors
Peter Kahan Non-Executive Director (until 20 December 2016)
Experience and expertise
Peter joined the Board of Charter Hall Group on 1 October 2009, following an investment in the Charter Hall Group by The Gandel Group (Gandel) and resigned on 20 December 2016.
Peter is the Executive Deputy Chair of Gandel and has over 20 years of property and funds management experience. He joined Gandel in 1994 and was the Group’s CEO from 2007 to 2012. Prior to this, Peter worked as a Chartered Accountant and held senior financial positions in various industry sectors. From 2002 to 2006, he was a director of Gandel Retail Management Pty Ltd and Colonial First State Property Retail Pty Ltd, a leading property and fund manager managing a portfolio of approximately $8 billion of retail assets in Australia.
Peter is a member of the Institute of Chartered Accountants Australia and New Zealand and the Australian Institute of Company Directors. He holds Bachelor of Commerce and Bachelor of Accountancy degrees from the University of The Witwatersrand Johannesburg, South Africa.
Other current listed company directorships
Vicinity Limited and Vicinity Centres RE Limited
Former listed company directorships in last three years
Novion Limited
Special responsibilities
N/A - no longer a Director of Charter Hall Group
Interests in securities
N/A - no longer a Director of Charter Hall Group
Colin McGowan Independent Non-Executive Director (until 9 November 2016)
Experience and expertise
Colin joined the Board of the Charter Hall Group on 6 April 2005 and resigned on 9 November 2016.
Colin was formerly CEO of the listed AMP Diversified Property Trust, Executive Vice President of Bankers Trust (Australia), founding Fund Manager of the BT Property Trust and founding Fund Manager of the Advance Property Fund.
He is a qualified valuer, a Fellow of the Australian Property Institute and a Senior Fellow of the Financial Services Institute of Australasia (formally SIA). He was the honorary SIA National Principal Lecturer and Task Force Chair for the Graduate Diploma's Property Investment Analysis course – a position he held for 11 years until 2003.
Other current listed company directorships
Nil
Former listed company directorships in last three years Nil
Special responsibilities
N/A - no longer a Director of Charter Hall Group
Company Secretaries
Mark Bryant was appointed as joint Company Secretary for Charter Hall Group on 24 August 2015. Tracey Jordan resigned as Company Secretary on 1 March 2017. Mark is now the sole Company Secretary.
Mark holds a Bachelor of Business (Accounting) and a Bachelor of Laws (Hons) and has over 13 years’ experience as a solicitor, including advising on listed company governance, securities law, funds management, real estate and general corporate law. Mark is the Group General Counsel and Company Secretary for the Charter Hall Group.
Tracey has more than 25 years’ experience in real estate and funds management, with extensive knowledge of real estate transactions, structuring, funds management, compliance and corporate governance. Prior to joining Charter Hall, Tracey was National Manager, Unlisted Property Funds and Senior Legal Counsel at Stockland. Tracey was also a Senior Associate for King & Wood Mallesons in its Canberra office in the Property and Projects division from 1999 to October 2005.
Tracey is a Solicitor of the Supreme Court of NSW, and has been admitted to the Supreme Court of the Australian Capital Territory and the High Court of Australia. She holds a Bachelor of Arts and Bachelor of Laws from the University of Sydney.
Charter Hall Group / 15
Directors’ Report (continued)
for the year ended 30 June 2017
Information on Directors (continued)
Meetings of Directors
The number of meetings of the Group’s Board of Directors and of each Committee of the Board held during the year ended 30 June 2017, and the number of meetings attended by each Director were:
| Full meetings of | Full meetings of | Audit, Risk and | Audit, Risk and | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| the Board of | Compliance | Investment | Nomination | Remuneration and | ||||||
| Directors | Committee | Committee | Committee | HR Committee | ||||||
| A | B | A | B | A | B | A | B | A | B | |
| A Brennan | 10 | 10 | 4 | 4 | * | * | * | * | 6 | 6 |
| D Clarke | 10 | 10 | 4 | 4 | 1 | 1 | 2 | 2 | * | * |
| P Garling | 9 | 10 | 1 | 15 | 1 | 1 | 2 | 2 | 3 | 6 |
| D Harrison | 10 | 10 | * | * | * | * | * | * | * | * |
| P Kahan1 | 6 | 6 | 2 | 2 | * | * | * | * | 3 | 3 |
| C McGowan2 | 4 | 5 | * | * | * | * | * | * | 2 |
2 |
| K Moses3 | 7 | 8 | 3 | 3 | * | * | * | * | * | * |
| D Ross4 | 5 | 5 | 1 | 16 | 1 | 1 | 2 | 2 | 1 | 1 |
A = Number of meetings attended.
B = Number of meetings held during the time the Director held office or was a member of the stated Committee during the year.
- = Not a member of the stated Committee. 1 Peter Kahan resigned 20 December 2016. 2 Colin McGowan resigned 9 November 2016. 3 Karen Moses appointed 1 September 2016. 4 David Ross appointed 20 December 2016. 5 Philip Garling resigned from committee 9 November 2016.
6 David Ross resigned from committee 2 June 2017.
Charter Hall Group / 16
Directors’ Report (continued)
for the year ended 30 June 2017
Remuneration Report Summary
Charter Hall Limited is pleased to present its Remuneration Report (Report) for the year ended 30 June 2017. The table below outlines the key changes made in 2017 and outcomes achieved in 2017.
| COMPONENT | KEY CHANGES IN FY 2017 |
|---|---|
| Key management personnel (KMP) |
The appointment of Sean McMahon as Chief Investment Officer on 18 August 2016 and the departure of Paul Altschwager as Chief Financial Officer is reflected in our KMP changes. Russell Proutt was appointed as Chief Financial Officer with a commencement date of 20 July 2017. In the |
| ensuing period, Philip Schretzmeyer and Anne Edwards acted as joint Chief Financial Officers whilst | |
| also fulfilling their regular duties. | |
| Long term incentive (LTI) |
Introduced changes to the existing total securityholder return (TSR) performance measures for the FY 2017 grant. The range for the absolute performance measure was changed from 10% to 13% per annum to 9% to 12% per annum and the comparator group and performance measures for relative |
| TSR was refined (section 3.5). | |
| Non-Executive | Appointment of Karen Moses on 1 September 2016 and David Ross on 20 December 2016 |
| Directors (NED) | replacing retiring Directors; Colin McGowan on 9 November 2016 and Peter Kahan on 20 December 2016. |
| COMPONENT | KEY REMUNERATION OUTCOMES IN FY 2017 |
| Fixed remuneration | Reported Executives’ fixed annual remuneration (FAR) increased on average 3.2% in the annual |
| review. | |
| Short term | Based on performance of Group OEPS, an above target STI pool (129%) was awarded across the |
| incentive(STI) | Group (section 3.4). |
| Long term incentive | As a result of the TSR performance over the three years to 30 June 2016 (FY 2014 grant), 50% of the performance rights vested in August 2016. The absolute TSR measure was exceeded. therefore |
| 50% of the LTI vested. The relative TSR did not meet the threshold therefore 50% of the LTI was | |
| forfeited (section 3.5). | |
| The Special LTI grant for the former Joint Managing Directors (JMD) (David Harrison and David | |
| Southon) granted in November 2013 on signing of renegotiated contracts (section 3.5) met most but | |
| not allofthe performancemeasures and as aresult100% ofthe Special LTI wasforfeited. | |
| Remuneration mix | Reviewed and adjusted the remuneration mix for some Reported Executives with the objective of |
| increasing the ‘at risk’ components to better enable Charter Hall to reward executives when | |
| challenging performance measures are met (section 3.2) and to align with external market | |
| remuneration. | |
| Other security | Continued the General Employee Securities Plan ($1,000 grant) for eligible employees not |
| plans | participating in the LTI. |
| Pay equity review | Continued to review gender pay equity as part of our annual remuneration review process. |
| Non-Executive | NED base fees increased effective 1 July 2016 (section 5) by 2.5%. |
| Directors |
Charter Hall Group / 17
Directors’ Report (continued)
for the year ended 30 June 2017
Remuneration Report - unaudited
Actual remuneration received in FY 2017 - unaudited
The actual remuneration presented in the following table provides the remuneration Reported Executives received during the financial year ended 30 June 2017. This voluntary disclosure is provided to increase transparency and includes:
-
fixed pay and other benefits for 2017;
-
2016 cash STI paid during 2017; and
-
the value of any LTI and STI award that vested during 2017.
The actual remuneration presented is distinct from the audited disclosed remuneration (as required by section 308(C ) of the Corporations Act 2001 (Cth) (Act)) in the Financial Report on page 37, which is calculated in accordance with statutory obligations and accounting standards. The numbers in the audited disclosed remuneration include accounting values for current and prior years’ LTI grants which have not been (have not or may not be) received, as they are dependent on performance hurdles and service conditions being met.
| % of | % of | ||||||
|---|---|---|---|---|---|---|---|
| Salary | Value of | remuneration | |||||
| and other | Short term | securities |
consisting of | ||||
| benefits1 | incentive2 | vested3 | Total | rights | |||
| Name | $ | $ | $ | $ | % | ||
| Executive Director | |||||||
| D Harrison | 1,301,901 | 1,118,467 | 1,185,726 | 3,606,094 | 32.9 | ||
| Other Reported Executives | |||||||
| G Chubb4 | 631,901 | 215,752 | 415,934 | 1,263,587 | 32.9 | ||
| P Ford | 473,558 | 185,986 | 42,929 | 702,473 | 6.1 | ||
| S McMahon5 | 699,336 | - | - | 699,336 | - | ||
| A Taylor | 700,738 | 292,200 | 327,371 | 1,320,309 | 24.8 | ||
| Former Reported Executive | |||||||
| P Altschwager6 | 385,094 | 175,327 | 495,564 | 1,055,985 | 46.9 | ||
| Totals | 4,192,528 | 1,987,732 | 2,467,524 | 8,647,784 | 28.5 |
1 Other benefits include superannuation and non-monetary benefits including car parking and salary continuance.
2 Values relate to STI paid in FY 2017 as cash for FY 2016 performance.
3 Values relate to value at vesting date for the FY 2014 LTI allocation (grant date of 20 November 2013), the second tranche of 2014 deferred STI and the first tranche of 2015 deferred STI, each of which vested on 31 August 2016 (value is determined by the price of the securities at vesting).
4 On 19 December 2014, G Chubb was awarded 197,370 service rights vesting in three equal tranches: with the final tranche of 65,790 vesting on 30 June 2017 to the value of $376,977 (value is determined by the price of the securities at vesting).
5 S McMahon commenced on 18 August 2016; his remuneration is pro-rata from this period.
6 P Altschwager ceased being a KMP on 7 December 2016 and remained employed by the Group until 31 December 2016. This table shows only his actual remuneration whilst employed, and excludes his separation arrangements.
Charter Hall Group / 18
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited
1. Key management personnel - audited
This Report outlines the remuneration policies and practices that apply to Charter Hall’s KMP for the year ended 30 June 2017. The KMP include the Non-Executive Directors, Executive Directors and other Reported Executives who are responsible for the Group’s strategy.
| The KMP include the Non-Exec Group’s strategy. |
utive Directors, Executive Directors and other Reported E | xecutives who are responsible for the |
|---|---|---|
| Name | Role | Term as KMP |
| Non-Executive Directors | ||
| David Clarke | Chair | Full Year |
| Anne Brennan | Director | Full Year |
| Phil Garling | Director | Full Year |
| Karen Moses | Director | Part Year(appointed 1 Sept 2016) |
| David Ross | Director | Part Year(appointed 20 Dec 2016) |
| Former Non-Executive Directors | ||
| Peter Kahan | Director | Part Year(resigned 20 Dec 2016) |
| Colin McGowan | Director | Part Year (resigned 9 Nov 2016) |
| Executive Director | ||
| David Harrison | ManagingDirector & GroupChief Executive Officer | Full Year |
| Other Reported Executives | ||
| Greg Chubb | Group Executive - Retail | Full Year |
| Paul Ford | Group Executive - Industrial | Full Year |
| Sean McMahon | Chief Investment Officer | Part Year (appointed 18 Aug 2016) |
| Adrian Taylor | GroupExecutive - Office | Full Year |
| Former Reported Executive | ||
| Paul Altschwager | Chief Financial Officer | Part Year (ceased 7 Dec 2016) |
The Report has been prepared and audited in accordance with the requirements of the Act.
Charter Hall Group / 19
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
2. Remuneration governance
Charter Hall’s Board and the Remuneration and Human Resources Committee (the Committee) are responsible for setting and overseeing remuneration policy for the Group.
| Members of the | The Committee is appointed by the Board and comprised solely of NEDs: |
|---|---|
| Committee | Anne Brennan (Chair of the Committee) |
| Philip Garling |
|
| Peter Kahan (resigned 20 December 2016) |
|
| Colin McGowan (resigned 9 November 2016) |
|
| David Ross (appointed to the Committee 2 June 2017) |
|
| Role of the | Charter Hall’s Board and the Committee are responsible for setting and overseeing remuneration |
| Committee | policy for the Group. |
| In summary, the Committee provides advice and recommendations to the Board for approval on: | |
| the Group’s Human Resources strategy; |
|
| remuneration policy for executives; |
|
| fixed annual remuneration and incentive outcomes for executives; |
|
| any other remuneration matters that relate to executives. |
|
| criteria for reviewing the performance of the Managing Director; |
|
| incentive plans for all employees; and |
|
| fees for NEDs of the Group and fund committees. |
|
| The specific responsibilities of the Board and the Committee are detailed in their respective charters, | |
| which are available on the Group website at www.charterhall.com.au. | |
| Attendance | Other Directors of the Board, the Managing Director and the Group Executive - People, Brand and |
| Community attend Committee meetings by invitation. Importantly, executives (including the Managing | |
| Director), do not attend meetings, or sections of meetings, where agenda items for discussion relate | |
| to their own remuneration outcomes. | |
| Remuneration & | Risk is managed at various points in the executive remuneration framework through: |
| risk management | part deferral of STI awards into service rights over two years; |
| LTI performance hurdles that reflect the long-term performance of the business, measured |
|
| over three years with an additional one year holding lock; | |
| clawback on unvested deferred STI and unvested LTI for material misstatement and |
|
| financial misrepresentation; | |
| minimum shareholding for Independent Directors; and |
|
| Board discretion on performance outcomes. |
|
| External advisors | Where necessary, the Committee seeks support from independent experts and advisors. |
| and remuneration | Remuneration consultants provide information on market trends in respect of KMP remuneration |
| consultants | structures and benchmarking information on KMP remuneration levels. Other external advisors |
| (including legal practitioners) assist with the administration of the Group’s remuneration plans and | |
| ensure that the appropriate legal parameters are applied and employment contracts are in place. | |
| The Committee independently appoints its remuneration consultants and engages with them in a | |
| manner in which any information provided is not subject to undue influence by management. | |
| The information provided by external advisors is used as an input to the Committee’s considerations | |
| and decision making only. The Board has ultimate decision making authority over matters of | |
| remuneration structure and outcomes. | |
| During the FY 2017 period the Committee appointed independent advisors Egan Associates to | |
| provide guidance to the Board, along with previously appointed Ernst & Young. Work undertaken | |
| during FY 2017 did not constitute a remuneration recommendation for the purposes of the | |
| Corporations Act 2001. |
Charter Hall Group / 20
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
3. Executive remuneration framework
3.1 Executive remuneration strategy
Charter Hall’s remuneration philosophy is aimed at rewarding performance. This is achieved by attracting and retaining talented people who are motivated to achieve challenging performance targets aligned with both the business strategy and the long-term interests of securityholders.
The following illustrates the link between business strategy and remuneration outcomes:
Business strategy
To access, deploy, manage and co-invest equity to create value and provide superior income and capital returns for our clients and securityholders through:
-
delivering outperformance for both managed fund/partnership investors and CHC securityholders
-
optimising total return on invested capital
-
growing sustainable earnings and maintaining resilience via long WALE portfolios and through strong customer relationships
-
developing a scalable and efficient platform
-
recruiting, retaining and motivating a high performance team
-
maintaining a through-the-cycle OEPS pre-tax growth range of 5% to 7% per annum
Remuneration strategy
Create sustainable securityholder value by: Attract, retain and motivate talent by:
-
assessing performance and STI outcomes against financial and non-financial key performance indicators (KPI) linked to strategy
-
deferring a portion of STI into equity for executives
-
rewarding superior performance
-
offering competitive total remuneration
-
creating retention mechanisms
-
ensuring remuneration strategy is simple, transparent and consistent
-
aligning LTI performance hurdles with securityholders’ expected returns
-
ensuring a significant ‘at-risk’ component of total remuneration
Remuneration components
| Remuneration components | Remuneration components | |
|---|---|---|
| FAR | Remuneration ‘at risk’ and subject to performance outcomes | |
| STI OEPS target, and measured against KPIs (50% financialand 50%non-financial) LTI equal measures of absolute TSR and relative TSR (comparator group) three year performance measures |
||
| Delivered as cash (67%) Deferred equity (33%) over two years |
additional one year holding lock |
|
| Remuneration outcomes | ||
| FAR Reported Executives increased by 3.2% in FY 2017 |
Remuneration ‘at risk’ and subject to performance outcomes | |
| STI FY 2017 OEPS performance above target led to an increased STI pool (129%) 50% of deferred STI for FY 2015 and FY 2016 vested |
LTI FY 2014 LTI grant 50% vested (31 August 2016) based on the performance of absolute TSR with 50% relative TSR forfeited JMD Special LTI grant (awarded 4 November 2013) did not meet all performance conditions and did not vest FY 2015 LTI grant will fully vest (31 August 2017) based on performance of relative and absolute TSR |
Charter Hall Group / 21
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
3.2 Remuneration mix
Executive remuneration is structured as a mixture of fixed and variable ‘at-risk’ STI and LTI components. While fixed remuneration is designed to provide a base level of remuneration, the ‘at-risk’ STI and LTI components reward executives when challenging performance measures are met or exceeded.
The figures below for all Reported Executives show the percentage mix of fixed versus ‘at-risk’ for ‘on target’ total remuneration. The ‘maximum’ total remuneration for the Managing Director shows the mix of fixed versus ‘at-risk’ as a percentage of ‘on target’ remuneration. This reflects the maximum STI of up to 150% of the target STI due to strong Company and executive outperformance. Other Reported Executives also have the potential to earn up to 150% of target STI.
==> picture [496 x 236] intentionally omitted <==
----- Start of picture text -----
FAR STI LTI
33%
15% 12% 15%
28%
33%
27%
28% 30%
50% 28%
33%
57% 61% 55%
44%
33% 33%
Target Maximum Chief Investment Officer Group Executive - Retail Group Executive - Group Executive - Office
Industrial
Managing Director
Other Reported Executives
----- End of picture text -----
3.3 Fixed remuneration
| Composition | Fixed remuneration comprises cash base salary, statutory superannuation contributions and other |
|---|---|
| nominated benefits. | |
| Review process | Fixed remuneration is targeted at the median of the market and is reviewed annually, effective 1 July, |
| benchmarked against equivalent roles in the market recognising: | |
| individual performance; and |
|
| the market environment for each individual’s skills and capabilities. |
|
| Benchmarking | The following comparator group is used when determining the Reported Executives remuneration: |
| industry related companies: based on entities in the S&P/ASX 200 Australian Real Estate and |
|
| Investment Trust (A-REIT) industry group. | |
| Executive | The fixed remuneration of the Managing Director, Mr Harrison, did not increase in the FY 2017 annual |
| Director | remuneration review. His last review was received when he was appointed Managing Director, |
| outcomes | reflecting his change in role (1 February 2016). |
| Other Reported | Other Reported Executives’ fixed remuneration increased by an average of 4% in the annual |
| Executives | remuneration review. |
Charter Hall Group / 22
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
3.4 Short term incentive
| Purpose | The STI is an ‘at-risk’ incentive awarded annually, which is designed to reward executives, subject to |
|---|---|
| performance against agreed financial and non-financial KPIs. | |
| Gateway for STI | A Group financial gateway of 90-95% of budgeted OEPS must be met before any STI entitlement is |
| available, with the Board retaining overall discretion on performance achievement. | |
| Determining | The size of the pool is determined by the Board, upon advice from the Committee, based on achieving a |
| and assessing | budgeted OEPS target. The Board retains discretion to increase or decrease the overall STI pool available, |
| the STI pool | based on its assessment of the overall performance throughout the year. |
| In consultation with the Committee, the Board assesses the Group’s financial performance and the | |
| performance of all Reported Executives against agreed KPIs. | |
| Maximum STI | The maximum STI potential for all employees is 150% of their STI target, enabling recognition for |
| potential | outperformance. |
| Performance | The STI measures are set to ensure appropriate focus on achievement of Group, divisional and individual |
| targets | performance targets that are aligned with implementation of Charter Hall’s overall strategy. |
| KPIs are typically split between 50% financial and 50% non-financial, based on a balanced scorecard | |
| approach, which encourages executives to take a holistic approach to enhancing and protecting | |
| securityholder value. | |
| Delivery | For all executives, STI is delivered in the form of cash (67%) and deferred service rights (33%). |
| Service rights are deferred over two years, with 50% vesting at the end of year one and 50% at the end of | |
| year two. The number of rights granted to an executive is determined based on an independent fair value | |
| calculation by Deloitte using the Black-Scholes valuation method. If an executive’s employment terminates | |
| prior to expiry of the relevant vesting period, the service rights will be forfeited or remain ‘on foot’, subject to | |
| the Board’s discretion to determine ‘good leaver’ status. |
Managing Director’s KPIs
The Managing Director’s scorecard is divided into three performance goals, Financial, Customer and Leadership and Collaboration. For each of these goals there will be performance measures aligned to our core strategic objectives of growth and resilience.
Below is a summary of the Managing Director’s performance measures and KPIs for FY 2017 as assessed by the Board.
| Performance goal | Measures | Status |
|---|---|---|
| Financial (50%) | Including Group OEPS; growth in funds under management; return on equity; net | Exceeded |
| financial equity flows and property funds management margin. | ||
| Customer (25%) | Delivering exceptional customer experience and satisfaction and continuous | Exceeded |
| improvement and innovation. | ||
| Leadership & | Talent optimisation, leadership contribution, succession planning, employee | Achieved |
| Collaboration (25%) | engagement initiatives and drive diverse and inclusive culture. |
Other Reported Executives KPIs
KPIs for other Reported Executives are broadly similar to that of the Managing Director and are focused on individual areas of accountability.
| KPIs for other Reported accountability. |
Executives are broadly similar to that of the Managing Director and are focused on in | dividual areas of |
|---|---|---|
| Performance goal | Measures | Status |
| Financial (50%) | Including Group and Divisional financials on investment earnings; growth in funds | Exceeded |
| under management; operating earnings before interest, tax, depreciation and | ||
| amortisation; funds management margin or divisional budget financial initiatives. | ||
| Customer (25%) | Including customer experience, service and satisfaction offerings. | Exceeded |
| Leadership & | Including leadership contribution, talent and engagement. | Achieved |
| Collaboration (25%) |
Charter Hall Group / 23
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
Group FY 2017 performance outcomes
In FY 2017, Charter Hall’s OEPS was 35.9 cents, which was 18.1% above the FY 2016 OEPS. The table below shows Charter Hall’s OEPS (cps) over a four year period:
==> picture [375 x 220] intentionally omitted <==
FY 2017 STI In FY 2017, 129% of the target STI pool was awarded across the Group, recognising the Outcomes outperformance of the Group’s OEPS against budget and, as determined by the Board. The below table shows the short term incentive outcomes for Reported Executives for 2017.
| % of target | ||||||
|---|---|---|---|---|---|---|
| STI earned | STI |
|||||
| Deferred into | Target STI of |
compared to |
opportunity |
|||
| STI earned | Paid in cash | service rights | fixedpay | target | forfeited1 | |
| Name | $ | $ | $ | % | % | % |
| Executive Director | ||||||
| D Harrison | 1,820,000 | 1,213,333 | 606,667 | 100% | 140% | 0% |
| Other Reported Executives | ||||||
| G Chubb | 403,000 | 268,667 | 134,333 | 49% | 130% | 0% |
| P Ford | 260,000 | 173,333 | 86,667 | 43% | 130% | 0% |
| S McMahon2 | 594,570 | 396,380 | 198,190 | 61% | 140% | 0% |
| A Taylor | 566,109 | 377,406 | 188,703 | 56% | 145% | 0% |
| Former Reported Executive | ||||||
| P Altschwager2 | 134,783 | 134,783 | - | 50% | 70% | 30% |
1 The STI was not earned; the Act requires this disclosure as forfeiture.
2 STI pro-rata for period employed.
3.5 Long term incentive
Purpose The LTI aligns key employee rewards with sustainable growth in securityholder value over time. It also plays an important role in employee retention. Participants All Reported Executives, executives, Fund Managers and selected other managers, comprising approximately 7% of employees.
Charter Hall Group / 24
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
| Type of equity | The LTI is governed by the Performance Rights and Options Plan (PROP), under which either rights or | The LTI is governed by the Performance Rights and Options Plan (PROP), under which either rights or |
|---|---|---|
| awarded | options | to stapled securities are granted to participants. Each performance right entitles the participant to |
| one stapled security in the Charter Hall Group for nil consideration at the time of vesting, subject to | ||
| meeting the performance hurdles outlined below. For FY 2017 detail see specific grant allocation (section | ||
| 6.2). | ||
| Valuation | The number of rights granted to an executive is determined based on an independent fair value | |
| calculation by Deloitte using the Black-Scholes valuation method. | ||
| Performance | For the | FY 2017 LTI allocation, the two performance hurdles that apply to the performance rights for |
| measures, | vesting | over a three year period commencing 1 July 2016 were: |
| vesting schedule and holding lock |
| Absolute TSR (50%) – vesting occurs on a straight line basis if the compound total return is between 9% and 12% per annum, with 50% vesting at the lower end of the range and 100% vesting at the higher end of the range. |
| | Relative TSR (50%) – vesting occurs on a straight line basis if the total compounded return when | |
| Charter Hall’s return is ranked against a comparator group of the S&P/ASX 200 A-REIT | ||
| Accumulation Index (XPJAI), is between the 50th and the 75th percentile. Vesting starts at 50% | ||
| at the lower end of the range with 100% vesting at the higher end of the range. The comparator | ||
| group for the relative TSR grant is: | ||
oAbacus Property Group (ABP) |
||
oBWP Trust (BWP) |
||
oCromwell Property Group (CMW) |
||
oCharter Hall Retail REIT (CQR) |
||
oDexus Property Group (DXS) |
||
oGoodman Group (GMG) |
||
oGrowthpoint Properties Australia (GOZ) |
||
oGPT Group (GPT) |
||
oIron Mountain Incorporated (INM) |
||
oInvesta Office Fund (IOF) |
||
oMirvac Group (MGR) |
||
oNational Storage REIT (NSR) |
||
oSCentre Group (SCG) |
||
oShopping Centres Australasia Property Group (SCP) |
||
oStockland (SGP) |
||
oVicinity Centres (VCX) |
Any performance rights that fail to meet these performance hurdles by 30 June 2019 will lapse. Performance rights which vest will be subject to a further one year holding lock.
Charter Hall Group / 25
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
| Rationale for | TSR measures the overall returns that a company has provided for its securityholders, reflecting share |
|---|---|
| change to | price movements and reinvestment of dividends over a specified period. |
| performance conditions |
During FY 2017, adjustments have been made to both absolute and relative TSR measure. Key considerations of the Board when reviewing the performance conditions have been ensuring any |
| performance measure is aligned with the Group’s securityholders investment returns and with the | |
| business strategy to access, deploy, manage and co-invest equity to create value and provide superior | |
| income and capital returns for our clients and securityholders. | |
| Absolute TSR provides a strong link to Charter Hall’s business strategy of co-investing in managed funds | |
| with absolute and total return hurdles. Charter Hall’s original absolute TSR hurdle of 10% to 13% was | |
| established in 2010. For the FY 2017 grant, the Board approved an adjustment to 9% to 12% to reflect | |
| changes in the cost of capital and bond yield benchmarks over the past six years, which when compared | |
| to sector peers is above market (a high return compared to peers). | |
| Relative TSR is the most widely used LTI hurdle adopted in Australia. It ensures that value is only | |
| delivered to participants if the investment return actually received by CHC securityholders is sufficiently | |
| high relative to the return they could have received by investing in a portfolio of alternative A-REIT sector | |
| stocks over the same period. | |
| For the FY 2017 grant, the Board refined the relative TSR measure and comparator group. In the past, | |
| Charter Hall has taken a whole of index approach and set the gateway at the index and then a straight | |
| line to 1.1 times this index. A review of our peers noted that for those which have a relative TSR | |
| measure, the measurement commonly used is a 50th to 75th percentile measurement. Consideration of | |
| the performance of the index as a whole results in the larger cap stocks being up-weighted, and can | |
| disadvantage the smaller cap stocks. The move to the ranking of performance of each index participant | |
| in the comparator group removes this weighting effect. | |
| The Board revised the original S&P/ASX200 A-REIT Accumulation Index (XPJAI) measurement group to | |
| a defined comparator group as outlined above. The comparator group is the S&P/ASX200 A-REIT | |
| Accumulation Index (XPJAI) as at 1 July 2016 excluding Westfield Corporation (WFD), due to assets | |
| being held outside Australia and Charter Hall Group (CHC). The Board is able to determine the treatment | |
| of the companies in the comparator group at its discretion. | |
| Cessation of | For the FY 2017 LTI allocation, the following provisions apply in the case of cessation of a participant’s |
| employment | employment: |
| provisions | Misconduct: all unvested performance rights are forfeited unless the Board determines otherwise; |
| Resignation or where a participant breaches a post-termination restriction in their employment |
|
| contract: all unvested performance rights are forfeited unless the Board determines otherwise; | |
| and | |
| All other leavers, including good leavers: all unvested performance rights lapse with effect from |
|
| the date of cessation of employment, unless the Board allows part or all to vest early or remain | |
| on foot subject to the original terms of grant. | |
| Change of | The Board, in its absolute discretion, may determine that all or a specified number of a participant’s |
| control | unvested performance rights vest. In doing so, the Board has regard to whether the performance is in |
| provisions | line with the performance conditions over the period from the date of the grant of the performance right to |
| the date of the relevant event. | |
| Treatment of | Participants who hold performance rights are not entitled to receive any distributions or dividends |
| dividends | declared by the Group until the performance rights are exercised and held as stapled securities. |
| Hedging and | In accordance with the_Corporations Act 2001_, all KMP are prohibited from hedging or otherwise |
| margin lending | protecting the value of unvested stapled securities. |
| prohibitions |
Charter Hall Group / 26
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
Special LTI Following securityholder approval, as part of their contract renewal effective 4 November 2013, the grant for JMDs former JMDs received a special allocation of three year performance rights. D Harrison received 300,000 performance rights and D Southon 100,000 performance rights.
The vesting of these performance rights is subject to both service and performance conditions over the three year period:
-
Absolute TSR Performance – measured over a performance period from 1 July 2013 to 30 June 2016;
-
Relative TSR Performance – measured over a performance period from 1 July 2013 to 30 June 2016; and
-
Annual Milestones – set annually and measured over a performance period from 4 October 2013 to 4 October 2016.
All measures need to be met for any Special LTI to become available. As the relative TSR did not meet the performance measure, 100% of the performance rights were forfeited.
The following graphs demonstrate how the Group’s TSR (including stapled security price movements and distributions) has performed relative to the ASX A-REIT Accumulation Index for the three years to 30 June 2016 (FY 2014 LTI performance period) and three years to 30 June 2017 (FY 2015 LTI performance period).
FY 2014 LTI period (vesting date 31 August 2016)
==> picture [514 x 195] intentionally omitted <==
FY 2015 LTI period (vesting date 31 August 2017)
==> picture [514 x 195] intentionally omitted <==
Charter Hall Group / 27
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
-
Outcomes The FY 2014 LTI had a vesting date of 1 July 2016. As a result of the TSR performance over the three years to 30 June 2016, 50% vested based on absolute performance and 50% was forfeited based on relative performance.
-
Absolute TSR – For the three years to 30 June 2016, Charter Hall stapled securities achieved a compound average growth rate of 15%. This performance is in excess of the absolute TSR outperformance hurdle of 13% per annum.
-
Relative performance – For the three years to 30 June 2016, Charter Hall did not outperform the S&P/ASX 200 A-REIT Accumulation Index and did not meet the 1.0 times relative TSR threshold and therefore did not vest.
-
-
The FY 2015 LTI has a vesting date of 31 August 2017. As a result of the TSR performance over the three years to 30 June 2017, the performance hurdles were exceeded and 100% of the performance rights will vest based on absolute and relative performance.
3.6 Group summary of performance and total remuneration outcomes
The tables below provide information on Charter Hall’s performance against key metrics over the last five years and the relationship to Reported Executives’ total remuneration, both fixed and ‘at risk’. Charter Hall’s STI is weighted towards growth in OEPS and the LTI provides an important link between remuneration and TSR.
| Key performance metrics | 2013 | 2014 | 2015 | 2016 | 2017 |
|---|---|---|---|---|---|
| Statutory profit after tax for stapled securityholders | 54,842 | 82,116 | 117,885 | 215,240 | 257,561 |
| ($000s) | |||||
| Operating earnings for stapled securityholders ($000s) | 68,750 | 81,163 | 98,799 | 124,735 | 151,173 |
| Operating earnings per stapled security (cents) | 22.9 | 25.3 | 27.5 | 30.4 | 35.9 |
| Statutory earnings per stapled security (EPS) (cents) | 18.3 | 25.6 | 32.8 | 52.5 | 61.2 |
| Growth in OEPS % | 10.8 | 10.4 | 8.7 | 10.5 | 18.1 |
| Distribution per stapled security (cents) | 20.2 | 22.3 | 24.2 | 26.9 | 30.0 |
| Stapled security price at 30 June ($) | 3.87 | 4.26 | 4.52 | 5.06 | 5.50 |
| S&P/ASX 200 A-REIT Accumulation Index (XPJAI) - Jul | 24.3 | 11.1 | 20.3 | 23.2 | -6.3 |
| - Jun (%) | |||||
| Total securityholder return – Jul - Jun(%) | 80.6 | 16.3 | 11.8 | 18.3 | 15.2 |
| Reported Executives total remuneration summary | 2013 | 2014 | 2015 | 2016 1 | 2017 2 |
| Fixed payments ($) | 5,978,392 | 6,122,898 | 4,776,471 | 6,774,805 | 4,120,280 |
| STI accounting expense ($) | 2,659,913 | 3,381,549 | 3,037,030 | 5,070,682 | 3,778,462 |
| LTI accounting expense ($)3 | 2,369,843 | 2,169,193 | 1,746,018 | 1,761,639 | 931,165 |
| Earned remuneration ($)4 | 11,008,148 | 11,673,640 | 9,559,519 | 13,607,126 | 8,829,907 |
| On target total remuneration ($) | 11,216,962 | 11,984,905 | 9,257,989 | 12,198,875 | 7,864,408 |
| Earned remuneration relative to target remuneration – | (2%) | (3%) | 4% | 12% | 12% |
| over/(under) (%) |
1 Includes remuneration for Mr Southon’s 2017 notice period and excludes his redundancy payments.
2 Includes remuneration for Mr Altschwager for his period of KMP and excludes his separation arrangements and the STI payment reported for Mr Southon in 2017.
3 The LTI expense attributed to the Reported Executives reflects the statutory accounting expense under AASB2.
4 Earned remuneration for the Reported Executives is the sum of their fixed payments, the STI accounting expense and the LTI accounting expense.
Charter Hall Group / 28
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
4. Executive remuneration in detail
4.1 Total remuneration of Reported Executives
The following table details the total remuneration of the Reported Executives of the Group for FY 2016 and FY 2017.
| POST- | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYMEN | OTHER | ||||||||||
| T | LONG-TERM | TERMINATION | |||||||||
| SHORT-TERM BENEFITS | BENEFITS | SECURITY-BASED PAYMENT | BENEFITS | BENEFITS | |||||||
| Securities, | |||||||||||
| options | % of total | ||||||||||
| Security- | and | remun- | |||||||||
| Cash short | Non- | based short | perform- | Long | eration | ||||||
| term | Annual |
monetary | Super- | term | ance | service | Termination | consisting of | |||
| Salary | incentive | leave1 | benefits2 | annuation | incentive | rights | leave1 | benefits | Total | rights |
|
| Name | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | % |
| Executive Director | |||||||||||
| D Harrison | |||||||||||
| 2017 | 1,280,384 | 1,213,333 | (147,108) | 1,901 | 19,616 | 606,667 | 429,177 | 22,751 | - | 3,426,721 | 30 |
| 2016 | 1,171,259 | 1,118,467 | 87,976 | 1,276 | 19,308 | 559,233 | 506,418 | 57,643 | - | 3,521,580 | 30 |
| Other Reported Executives | |||||||||||
| G Chubb | |||||||||||
| 2017 | 610,384 | 268,667 | (24,834) | 1,901 | 19,616 | 134,333 | 161,457 | 11,561 | - | 1,183,084 | 25 |
| 2016 | 592,692 | 215,752 | 10,165 | 1,337 | 19,308 | 107,876 | 311,720 | 10,857 | - | 1,269,707 | 33 |
| P Ford | |||||||||||
| 2017 | 448,754 | 173,333 | 11,988 | 5,188 | 19,616 | 86,667 | 26,536 | 15,348 | - | 787,430 | 14 |
| 2016 | 391,559 | 185,986 | (8,588) | 9,748 | 19,308 | - | 24,703 | 14,853 | - | 637,569 | 4 |
| S McMahon | |||||||||||
| 2017 | 677,820 | 396,380 | 14,118 | 1,901 | 19,616 | 198,190 | 209,733 | 12,213 | - | 1,529,971 | 27 |
| A Taylor | |||||||||||
| 2017 | 673,704 | 377,406 | (17,057) | 7,418 | 19,616 | 188,703 | 75,641 | 23,125 | - | 1,348,556 | 20 |
| 2016 | 645,692 | 292,200 | (2,672) | 12,362 | 19,308 | 146,100 | 78,165 | 11,638 | - | 1,202,793 | 19 |
| Former Reported Executives (ex CHC) | |||||||||||
| D Southon | |||||||||||
| 2017 | - | 197,190 | - | - | - | - | - | - | - | 197,190 | - |
| 2016 | |||||||||||
| 2017 Notice | |||||||||||
| Period3 | 637,458 | 328,648 | 52,413 | 2,481 | 11,442 | 164,324 | 142,677 | 11,356 | - | 1,350,799 | 23 |
| Separation3 | - | - | - | - | - | - | 211,157 | - | 1,112,400 | 1,323,557 | 16 |
| 2016 Actuals3 | 1,093,092 | 732,416 | (22,462) | 14,477 | 19,308 | 366,208 | 375,226 | 19,468 | - | 2,597,733 | 29 |
| P Altschwager4 | |||||||||||
| 2017 | 375,287 | 134,783 | - | 5,646 | 9,808 | - | 28,621 | - | 893,344 | 1,447,489 | 2 |
| 2016 | 732,092 | 175,327 | 24,407 | 1,276 | 19,308 | 87,663 | 164,294 | 14,635 | - | 1,219,002 | 21 |
| Former Reported Executives | |||||||||||
| S Dundas5 | |||||||||||
| 2016 | 480,692 | 175,760 | (14,094) | 1,276 | 19,308 | 87,880 | 59,306 | 8,750 | - | 818,878 | 18 |
| R Stacker5 | |||||||||||
| 2016 | 580,692 | 217,895 | 24,306 | 3,402 | 19,308 | 108,947 | 99,130 | (64,615) | - | 989,065 | 21 |
| Total 2017 | 4,066,333 | 2,761,092 | (162,893) | 23,955 | 107,887 | 1,214,560 | 931,165 | 84,998 | 893,344 | 9,920,441 | 22 |
| Total 2016 | 6,325,228 | 3,442,451 | 151,451 | 47,635 | 165,906 | 1,628,231 | 1,972,796 | 84,585 | 1,112,400 | 14,930,683 | 31 |
Charter Hall Group / 29
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
-
1 Shows the movement in leave accruals for the year. 2
-
Non-monetary benefits include car parking benefits and salary continuance.
-
3
-
Mr Southon ceased as KMP in his role as Joint Managing Director effective 1 February 2016.
-
In accordance with Mr Southon’s employment agreement and the announcement to the market on 1 February 2016, Mr Southon was entitled during his 12 month notice period to the following: he continued to be eligible for STI; no future LTI grants were awarded; previous service rights awarded under his STI and performance rights under his LTI remained on foot and vest at the originally intended vesting date to the extent that the performance conditions (where applicable) are satisfied; and a 12 month redundancy payment based on fixed remuneration was paid at the end of his notice period. The presentation of Mr Southon’s remuneration has been split into three components. Actual 2016 represents his remuneration for 12 months to 30 June 2016, including five months of his notice period to 30 June 2016. The 2017 notice period represents the remuneration he received during FY 2017 as he continued as an employee during his notice period until 31 January 2017. For FY 2017, the STI opportunity was shown at target amount as it may be earned in the event of performance criteria being met. The performance criteria were met and the actual amount paid is $690,161. The difference to the previously reported amount is shown in the 2017 data. The separation line reflects the redundancy payment he received on termination of his employment. The separation benefits include the remaining security-based expense for unvested incentives as at 31 January 2017 which remain on foot and may vest at the same time as all other participants. None of these benefits are termination benefits for the purposes of the Corporations Act termination benefits cap.
-
4 In accordance with Mr Altschwager’s employment agreement, Mr Altschwager is entitled to six months’ notice period. The termination benefits value also includes the remaining security-based expense for unvested incentives as at 31 December 2016 which remain on foot and may vest at the same time as all other participants and statutory leave entitlements. None of these benefits are termination benefits for the purposes of the Corporations Act termination benefits cap.
-
5 Mr Dundas and Mr Stacker ceased as KMP effective 1 February 2016 but remained employed by the Group as Fund Manager, Charter Hall Retail REIT and Head of Investor Relations respectively. Remuneration shown is for full year.
4.2 Key terms of employment
The remuneration and other terms of employment for Reported Executives are formalised in employment contracts. Each of these contracts provides for participation in the Group’s STI and LTI programs (as described above) and payment of other benefits.
The terms and conditions of employment of each executive reflect market conditions at the time of their contract. All Reported Executives’ contracts are ongoing in duration. The material terms of the employment agreements for the Executive Directors and Reported Executives are summarised below:
| Executives contracts are ongoing in duration. The material terms of the employment agre and Reported Executives are summarised below: |
ements for the Executive Directors |
|---|---|
| Name Position |
**Minimum notice period1 ** |
| Employee Charter Hall |
|
| Executive Director D Harrison Managing Director and Group CEO |
6 months 12 months |
| Other Reported Executives G Chubb Group Executive - Retail P Ford Group Executive - Industrial S McMahon Chief Investment Officer A Taylor2 Group Executive-Office |
3 months 3 months 3 months 3 months 6 months 6 months 3 months 3 months |
| Former Reported Executive P Altschwager Chief Financial Officer |
3 months 6 months |
1 No notice period is required for termination by the Company for serious or wilful misconduct by the employee. 2
Termination payments under Adrian Taylor’s contract equals nine months base salary plus one month per year of service to a maximum of 12 months base salary.
Charter Hall’s redundancy policy applies to all employees, including Reported Executives, and is calculated based on notice period plus four weeks pay for each completed year of service, with a minimum payment of eight weeks and a maximum of 52 weeks. Payments are calculated on the base rate of pay on ordinary hours worked and exclude any incentive-based payments or bonuses. The employment contract for the Managing Director does not include a redundancy provision.
Other than as described above, the Reported Executives’ contracts do not provide for any termination benefits aside from payment in lieu of notice (where applicable). Treatment of unvested incentives is dealt with in accordance with the terms of the grant (refer to STI and LTI commentary in section 3).
Charter Hall Group / 30
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
5. Non-Executive Director remuneration
Policy The Committee makes recommendations to the Board on the total level of remuneration of the Chair and other Non-Executive Directors, including any additional fees payable to Directors for membership of Board committees.
Benchmarking Fees are set by reference to the following considerations:
-
industry practice and best principles of corporate governance;
-
responsibilities and risks attaching to the role of NEDs; the time commitment expected of NEDs on Group matters; and reference to fees paid to NEDs of other comparable companies.
NED fees are periodically reviewed to ensure they remain in line with general industry practice and reflect proper compensation for duties undertaken. External independent advice is sought in these circumstances. Fee framework NED fees, including committee fees, are set by the Board within the aggregate amount of $1.3 million per annum as approved by securityholders at the AGM in November 2014.
Under the current framework, NEDs, other than the Chair, receive (inclusive of superannuation): Board base fee; and Committee fees.
The Chair receives an all-inclusive fee.
NEDs are also entitled to be reimbursed for all business-related expenses, including travel on Charter Hall business, incurred in the discharge of their duties in accordance with Charter Hall’s Constitution. In accordance with principles of good corporate governance, NEDs do not receive any benefits upon retirement under any retirement benefits schemes (other than statutory superannuation) and NEDs are not eligible to participate in any of Charter Hall’s employee incentive schemes.
Remuneration The Chair’s fee structure was increased to $307,500 per annum and the base fees for NEDs was outcomes increased to $123,000 per annum, both effective 1 July 2016.
No changes to Committee Chairs and members’ fees occurred.
| Remuneration outcomes |
The Chair’s fee structure was increased to $307,500 per annum and the base fees for NEDs was increased to $123,000 per annum, both effective 1 July 2016. No changes to Committee Chairs and members’ fees occurred. |
The Chair’s fee structure was increased to $307,500 per annum and the base fees for NEDs was increased to $123,000 per annum, both effective 1 July 2016. No changes to Committee Chairs and members’ fees occurred. |
The Chair’s fee structure was increased to $307,500 per annum and the base fees for NEDs was increased to $123,000 per annum, both effective 1 July 2016. No changes to Committee Chairs and members’ fees occurred. |
|---|---|---|---|
| Minimum | Minimum shareholding requirements were implemented in FY 2016 requiring Independent Directors to | ||
| shareholding | hold CHC securities to the value of $50,000 (being approximately a year’s base fee, net of tax) to be | ||
| requirement | purchased over a three year period. The valuation is based on the value of the securities at | the time of | |
| purchase. | |||
| Summary of fee framework per annum | 2017 | 2016 | |
| $ | $ | ||
| Board | |||
| Chair | 307,500 | 300,000 | |
| Member | 123,000 | 120,000 | |
| Audit Risk and Compliance Committee | |||
| Chair | 30,000 | 30,000 | |
| Member | 15,000 | 15,000 | |
| Remuneration and Human Resources Committee | |||
| Chair | 25,000 | 25,000 | |
| Member | 13,879 | 13,879 | |
| Nomination Committee | |||
| Chair | 2,060 | 2,060 | |
| Member | 2,060 | 2,060 | |
| Investment Committee1 | |||
| Chair | - | - | |
| Member | - | - |
1 The Investment Committee members have previously received no remuneration for the Committee fees, this will be reviewed in FY 2018.
Charter Hall Group / 31
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
for the year ended 30 June 2017 Remuneration Report - audited (continued) |
||
|---|---|---|
| 2017 fees | 2016 fees | |
| Non-Executive Director remuneration: | $ | $ |
| Non-Executive Directors | ||
| D Clarke | 307,500 | 300,000 |
| A Brennan | 163,000 | 165,305 |
| P Garling | 159,287 | 144,117 |
| K Moses | 124,659 | - |
| D Ross | 73,035 | - |
| Former Non-Executive Directors D Deverall 1 |
- | 109,583 |
| P Kahan | 72,004 | 141,016 |
| C McGowan | 49,256 | 133,879 |
| TOTAL | 948,741 | 993,900 |
1 Mr Deverall resigned effective 26 February 2016.
6. Appendix – further detail
6.1 Securityholdings
Key management personnel securityholdings
| Opening | Stapled | Rights and | Stapled | Closing | |
|---|---|---|---|---|---|
| balance at | securities | options | securities | balance at | |
| Name | 30 Jun 2016 | acquired1 | exercised | sold | 30 Jun 2017 |
| Directors of Charter Hall Limited | |||||
| Ordinary stapled securities | |||||
| D Clarke | 43,138 | 2,737 | - | - | 45,875 |
| A Brennan | 30,000 | - | - | - | 30,000 |
| P Garling | 9,435 | 7,324 | - | - | 16,759 |
| K Moses2 | - | 8,137 | - | - | 8,137 |
| D Ross3 | - | - | - | - | - |
| Former Directors | |||||
| P Kahan4 | - | - | - | - | - |
| C McGowan5 | 10,000 | - | - | (10,000) | - |
| Executive Director | |||||
| D Harrison | 1,441,773 | - | 207,026 | - | 1,648,799 |
| Other Reported Executives | |||||
| G Chubb | - | 72,581 | - | (72,581) | - |
| P Ford | - | 7,622 | - | (7,622) | - |
| S McMahon | - | - | - | - | - |
| A Taylor | 61,605 | 57,066 | - | (57,066) | 61,605 |
| Former Reported Executive | |||||
| P Altschwager6 | - | 86,707 | - | (86,707) | - |
1 Includes securities acquired under the security purchase plan. 2
Appointed as Board Member on 1 September 2016. Includes a deemed acquisition of 5,400 stapled securities that K Moses held at time of appointment.
3
Appointed as Board Member on 20 December 2016.
4 Resigned as Board Member on 20 December 2016. Prior to his resignation, Mr Kahan was a representative of the Group’s major securityholder, Gandel Group. Mr Kahan did not hold any securities in his own right.
- 5
5 Resigned as Board Member on 9 November 2016. Deemed disposal of all stapled securityholdings as no longer a director of the Group.
6 Deemed disposal of all stapled securityholders as no longer a KMP of the Group.
Charter Hall Group / 32
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
6.2 Performance Rights and Options Plan details
Performance rights and service rights outstanding under the PROP.
| Performance rights | |||
|---|---|---|---|
| Year of issue | Securities | Exercise price | Vestingconditions |
| 2015 | 918,240 | Nil | Absolute and relative performance criteria |
| 2016 | 879,695 | Nil | Absolute and relative performance criteria |
| 2017 | 877,183 | Nil | Absolute and relative performance criteria |
| Total performance rights outstanding | 2,675,118 |
| Service rights | |||
|---|---|---|---|
| Year of issue | Securities | Exercise price | Vestingconditions |
| 2015 | 65,790 | Nil | Service conditions |
| 2016 | 179,364 | Nil | Service conditions - Deferred STI |
| 2017 | 59,056 | Nil | Service conditions |
| 2017 | 268,876 | Nil | Service conditions - Deferred STI |
| Total service rights issued | 573,086 |
Valuation model inputs
The Black-Scholes methodology is used for allocation purposes while the Monte Carlo method is used for accounting purposes. The accounting value determined using a Monte Carlo simulation valuation is in accordance with AASB 2.
The model inputs for the PROP performance rights plan issued during FY 2014 to FY 2017 to assess the fair value are as follows:
| The model inputs for the PROP performance follows: |
rights plan issued durin | g FY 2014 to F | 2017 to asses | s the fair value | are as |
|---|---|---|---|---|---|
| Performance rights | FY 2014 | FY 2014 | FY 2015 | FY 2016 | FY 2017 |
| Grant date1 | 20/11/2013 | 20/11/2013 | 19/12/2014 | 30/11/2015 | 25/11/2016 |
| Stapled security price at grant date | $3.68 | $3.68 | $4.68 | $4.47 | $4.55 |
| Opening TSR measurement price | $2.34 | $3.89 | $4.23 | $4.64 | $5.11 |
| Fair value of right | $1.42 | $1.11 | $2.09 | $1.41 | $1.39 |
| Expected price volatility | 30.4% | 30.4% | 30.4% | 24.0% | 17.1% |
| Risk-free interest rate | 2.9% | 3.0% | 3.0% | 2.1% | 1.8% |
| Service rights | FY 2014 | FY 2015 | FY 2015 | FY 2016 | FY 2017 |
| Grant date | 20/11/2013 | 19/12/2014 | 19/12/2014 | 30/11/2015 | 25/11/2016 |
| Stapled security price at grant date | $3.68 | $4.68 | $4.68 | $4.47 | $4.55 |
| Fair value of right | $3.42 | $4.28 | $4.36 | $4.37 | $4.26 |
| Expected price volatility | 27.4% | 26.5% | 24.6% | 25.4% | 21.8% |
| Risk-free interest rate | 2.6% | 2.5% | 2.5% | 2.0% | 1.8% |
1 The grant date reflects the date the rights were allocated whilst participants are eligible and performance period commences from 1 July of the relevant financial year.
Number of performance and service rights issued and outstanding to Reported Executives as at 30 June 2017:
| LTIperformance rights | LTIperformance rights | LTIperformance rights | Sign on | (service | rights) | STI deferred(service rights) | STI deferred(service rights) | STI deferred(service rights) | ||
|---|---|---|---|---|---|---|---|---|---|---|
| FY 2015 | FY 2016 | FY 2017 | Total | FY 2015 | FY 2017 | Total | FY 2016 | FY 2017 | Total | |
| Executive Director | ||||||||||
| D Harrison | 248,371 | 250,965 | 330,178 | 829,514 | - | - | - | 43,420 | 119,240 | 162,660 |
| Other Reported | Executives | |||||||||
| G Chubb | 42,135 | 39,490 | 36,991 | 118,616 | 65,790 | - | 65,790 | 6,791 | 23,002 | 29,793 |
| P Ford | 15,450 | 15,005 | 20,786 | 51,241 | - | - | - | - | - | - |
| S McMahon | - | - | 112,934 | 112,934 | - | 59,056 | 59,056 | - | - | - |
| A Taylor | 48,315 | 49,099 | 46,018 | 143,432 | - | - | - | 17,523 | 31,152 | 48,675 |
Charter Hall Group / 33
Directors’ report (continued)
for the year ended 30 June 2017
Remuneration Report - audited (continued)
Reported Executives rights - details by plan
| Fair | No. |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| value | vested |
Fair value | |||||||
| Rights | Rights | per | and |
No. | to be | ||||
| Rights | granted | held at 30 | right at | exercised |
forfeited | expensed | |||
| previously | during the | June | grant | during | during | Vesting | in future | ||
| Type of equity | granted | year | 2017 | Grant date | date | theyear | theyear | date | years1 |
| Executive Director | |||||||||
| D Harrison | |||||||||
| LTI Performance Rights | 231,707 | - | - | 20-Nov-13 | $1.42 | 231,707 | - | 1-Jul-16 | - |
| LTI Performance Rights | 300,000 | - | - | 20-Nov-13 | $1.11 | - | 300,000 | 4-Oct-16 | - |
| LTI Performance Rights | 248,371 | - | 248,371 | 19-Dec-14 | $2.09 | - | - | 31-Aug-17 | - |
| LTI Performance Rights | 250,965 | - | 250,965 | 30-Nov-15 | $1.41 | - | - | 31-Aug-18 | $130,595 |
| LTI Performance Rights | - | 330,178 | 330,178 | 25-Nov-16 | $1.39 | - | - | 31-Aug-19 | $314,163 |
| STI Deferred Rights | 47,752 | - | - | 19-Dec-14 | $4.23 | 47,752 | - | 31-Aug-16 | - |
| STI Deferred Rights | 43,420 | - | - | 30-Nov-15 | $4.38 | 43,420 | - | 31-Aug-16 | - |
| STI Deferred Rights | 43,420 | - | 43,420 | 30-Nov-15 | $4.16 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 59,620 | 59,620 | 25-Nov-16 | $4.37 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 59,620 | 59,620 | 25-Nov-16 | $4.15 | - | - | 31-Aug-18 | - |
| Other Reported Executives | |||||||||
| G Chubb | |||||||||
| LTI Performance Rights | 42,135 | - | 42,135 | 19-Dec-14 | $2.09 | - | - | 31-Aug-17 | - |
| LTI Performance Rights | 39,490 | - | 39,490 | 30-Nov-15 | $1.41 | - | - | 31-Aug-18 | $20,549 |
| LTI Performance Rights | - | 36,991 | 36,991 | 25-Nov-16 | $1.39 | - | - | 31-Aug-19 | $35,227 |
| LTI Service Rights | 65,790 | - | - | 19-Dec-14 | $4.27 | 65,790 | - | 30-Jun-16 | - |
| LTI Service Rights | 65,790 | - | 65,790 | 19-Dec-14 | $4.03 | - | - | 30-Jun-17 | - |
| STI Deferred Rights | 6,791 | - | - | 30-Nov-15 | $4.38 | 6,791 | - | 31-Aug-16 | - |
| STI Deferred Rights | 6,791 | - | 6,791 | 30-Nov-15 | $4.16 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 11,501 | 11,501 | 25-Nov-16 | $4.37 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 11,501 | 11,501 | 25-Nov-16 | $4.15 | - | - | 31-Aug-18 | - |
| P Ford | |||||||||
| LTI Performance Rights | 15,244 | - | - | 20-Nov-13 | $1.42 | 15,244 | - | 1-Jul-16 | - |
| LTI Performance Rights | 15,450 | - | 15,450 | 19-Dec-14 | $2.09 | - | - | 31-Aug-17 | - |
| LTI Performance Rights | 15,005 | - | 15,005 | 30-Nov-15 | $1.41 | - | - | 31-Aug-18 | 7,808 |
| LTI Performance Rights | - | 20,786 | 20,786 | 25-Nov-16 | $1.39 | - | - | 31-Aug-19 | 19,795 |
| S McMahon | |||||||||
| LTI Performance Rights | - | 112,934 | 112,934 | 25-Nov-16 | $1.41 | - | - | 31-Aug-19 | 107,549 |
| LTI Service Rights | - | 59,056 | 59,056 | 25-Nov-16 | $4.29 | - | - | 31-Aug-17 | 93,047 |
| A Taylor | |||||||||
| LTI Performance Rights | 47,561 | - | - | 20-Nov-13 | $1.42 | 47,561 | - | 1-Jul-16 | - |
| LTI Performance Rights | 48,315 | - | 48,315 | 19-Dec-14 | $2.09 | - | - | 31-Aug-17 | - |
| LTI Performance Rights | 49,099 | - | 49,099 | 30-Nov-15 | $1.41 | - | - | 31-Aug-18 | 25,550 |
| LTI Performance Rights | - | 46,018 | 46,018 | 25-Nov-16 | $1.39 | - | - | 31-Aug-19 | 43,824 |
| STI Deferred Rights | 15,763 | - | - | 19-Dec-14 | $4.23 | 15,763 | - | 31-Aug-16 | - |
| STI Deferred Rights | 17,523 | - | - | 30-Nov-15 | $4.38 | 17,523 | - | 31-Aug-16 | - |
| STI Deferred Rights | 17,522 | - | 17,522 | 30-Nov-15 | $4.16 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 15,576 | 15,576 | 25-Nov-16 | $4.37 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 15,576 | 15,576 | 25-Nov-16 | $4.15 | - | - | 31-Aug-18 | - |
| Former Reported Executives | |||||||||
| P Altschwager | |||||||||
| LTI Performance Rights | 106,708 | - | - | 20-Nov-13 | $1.42 | 106,708 | - | 1-Jul-16 | - |
| LTI Performance Rights | 101,967 | - | 101,967 | 19-Dec-14 | $2.09 | - | - | 31-Aug-17 | - |
| LTI Performance Rights | 95,356 | - | - | 30-Nov-15 | $1.41 | - | 95,356 | 31-Aug-18 | - |
| LTI Performance Rights | - | 88,937 | - | 25-Nov-16 | $1.39 | - | 88,937 | 31-Aug-19 | - |
| STI Deferred Rights | 14,933 | - | - | 19-Dec-14 | $4.23 | 14,933 | - | 31-Aug-16 | - |
| STI Deferred Rights | 18,420 | - | - | 30-Nov-15 | $4.38 | 18,420 | - | 31-Aug-16 | - |
| STI Deferred Rights | 18,419 | - | 18,419 | 30-Nov-15 | $4.16 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 9,346 | 9,346 | 25-Nov-16 | $4.37 | - | - | 31-Aug-17 | - |
| STI Deferred Rights | - | 9,346 | 9,346 | 25-Nov-16 | $4.15 | - | - | 31-Aug-18 | - |
1 The maximum value of the grants yet to vest is the fair value amount at the grant date yet to be reflected in the Group's consolidated income statement. The minimum future value is $nil as the future performance and service conditions may not be met.
Charter Hall Group / 34
Directors’ Report (continued)
for the year ended 30 June 2017
Indemnification and insurance of directors, officers and auditor
During the year, the Charter Hall Group contributed to the premium for a contract insuring all directors, secretaries, executive officers and officers of the Charter Hall Group and of each related body corporate of the Group, with the balance of the premium paid by funds managed by members of the Charter Hall Group. The insurance does not provide any cover for the independent auditor of the Charter Hall Group or of a related party of the Charter Hall Group. In accordance with usual commercial practice, the insurance contract prohibits disclosure of details of the nature of the liabilities covered by the insurance, the limit of indemnity and the amount of the premium paid under the contract.
So long as the officers of the Responsible Entity act in accordance with the Charter Hall Property Trust’s constitution and the Corporations Act 2001 , the officers are indemnified out of the assets of the Charter Hall Property Trust against losses incurred while acting on behalf of the Charter Hall Property Trust. The Charter Hall Group indemnifies the auditor (PricewaterhouseCoopers Australia) against any liability (including legal costs) for third party claims arising from a breach by the Charter Hall Group of the auditor’s engagement terms, except where prohibited by the Corporations Act 2001 .
Non-audit services
The Company may decide to employ the auditor on assignments additional to its statutory audit duties where the auditor's expertise and experience with the Group are important.
Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for non-audit services provided during the year are set out below.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit, Risk and Compliance Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed by the Audit, Risk and Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants .
During the year, the following fees were paid or payable for non-audit services provided by the auditor of the Charter Hall Group and Charter Hall Property Trust Group, its related practices and non-related audit firms:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Trust | |
|---|---|---|---|---|
| Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $ | $ | $ | $ | |
| PricewaterhouseCoopers Australian firm | ||||
| Taxation services | 135,781 | 228,744 | - | - |
Charter Hall Group / 35
Directors’ Report (continued)
for the year ended 30 June 2017
Environmental regulation
The Charter Hall Group recognises that sustainability is more than protecting the natural environment; it is about responding to the needs of our customers, achieving our long-term commercial goals and working in partnership with our stakeholders to improve environmental and social outcomes. Our Group Sustainability Policy outlines our commitments to achieving a leading role in a sustainable future.
The Group ensures compliance with applicable environmental standards and regulations and reports its greenhouse gas emissions and energy use on an annual basis under the National Greenhouse and Energy Reporting Act 2007 . Charter Hall emissions reports are independently audited and in October 2017 the Group will report to the Clean Energy Regulator emissions for the measurement period 1 July 2016 to 30 June 2017. To mitigate its carbon emissions, the Group continues to implement resource efficiency measures across its portfolio of assets and is also exploring renewable energy generation opportunities within its retail and industrial portfolios.
Charter Hall also voluntarily reports annually to international organisations, such as the Dow Jones Sustainability Index (DJSI), United Nations Principles for Responsible Investment (PRI) and the Carbon Disclosure Project (CDP). Charter Hall has recently submitted its 2017 DJSI, PRI and CDP reports, which address Charter Hall sustainability practices and emissions from 1 July 2015 to 30 June 2016. Charter Hall funds (CQR, CHOT, CPOF, DOF, CPIF and CLP) also voluntarily report to the Global Real Estate Sustainability Benchmark (GRESB). These funds have recently submitted their 2017 GRESB reports, which also address Charter Hall sustainability practices and emissions from 1 July 2015 to 30 June 2016.
To the best of the Directors’ knowledge, the operations of the Group have been undertaken in compliance with the applicable environmental regulations that apply to the Group’s activities.
Tax Governance Statement
Charter Hall Group has adopted the Board of Taxation's Tax Transparency Code (TTC) at 30 June 2017. As part of the TTC, Charter Hall has published a Tax Governance Statement (TGS) which details Charter Hall Group’s corporate structure and tax corporate governance systems. Charter Hall Group’s TGS can be found on our website at www.charterhall.com.au.
Proceedings on behalf of the Company
Section 237 of the Corporations Act 2001 allows for a person to apply to the Court to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, in certain circumstances.
No person has made such an application and no proceedings have been brought or intervened in on behalf of the Company with the Court under this section .
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 36.
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations Instrument (Rounding in Financial/Directors’ Reports) 2016/91, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
Directors’ authorisation
The Directors’ Report is made in accordance with a resolution of the Directors. The financial statements were authorised for issue by the Directors on 23 August 2017. The Directors have the power to amend and re-issue the Financial Statements.
==> picture [107 x 48] intentionally omitted <==
David Clarke Chair Sydney 23 August 2017
==> picture [77 x 59] intentionally omitted <==
Auditor’s Independence Declaration
As lead auditor for the audit of Charter Hall Limited and Charter Hall Property Trust for the year ended 30 June 2017, I declare that 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 Charter Hall Limited and the entities it controlled during the period and Charter Hall Property Trust and the entities it controlled during the period.
Wayne Andrews Partner PricewaterhouseCoopers
Sydney 23 August 2017
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650 Sydney NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Charter Hall Group / 37
Consolidated Statements of Comprehensive Income
for the year ended 30 June 2017
for the year ended 30 June 2017 |
||||||
|---|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||||
| Trust Group | ||||||
| 2017 | 2016 | 2017 | 2016 | |||
| Note | $'000 | $'000 | $'000 | $'000 | ||
| Income | ||||||
| Revenue | 4 | 213,393 | 165,287 | 19,717 | 37,212 | |
| Share of net profit of investments accounted for using the | 28,29 | 207,192 | 168,284 | 198,034 | 157,905 | |
| equity method | ||||||
| Net gain on sale of investments and inventory | 3,244 | 5,976 | 3,720 | 978 | ||
| Net gain on investment in associates at fair value | 28 | - | 4,016 | - | 4,016 | |
| Foreign exchangegains | - | 35 | - | - | ||
| Total income | 423,829 | 343,598 | 221,471 | 200,111 | ||
| Expenses | ||||||
| Depreciation | 5 | (3,475) | (2,604) | - | - | |
| Finance costs | 5 | (1,522) | (1,742) | (1,295) | (1,562) | |
| Net loss on investment in associates at fair value | 28 | (17) | - | (17) | - | |
| Impairment of investments in joint ventures | 29 | (10,494) | - | - | - | |
| Net fair value adjustments on investment properties | 12 | (712) | - | (712) | - | |
| Amortisation and reversal of impairment of intangibles | 5,13 | (4,343) | (8,517) | - | - | |
| Asset management fees | - | - | (1,382) | (1,193) | ||
| Employee costs | 5 | (100,921) | (95,512) | - | - | |
| Administration and other expenses | 5 | (21,186) | (18,269) | (114) | (87) | |
| Total expenses | (142,670) | (126,644) | (3,520) | (2,842) | ||
| Profit before tax | 281,159 | 216,954 | 217,951 | 197,269 | ||
| Income tax expense | 6 | (23,598) | (1,714) | - | - | |
| Profit for theyear | 257,561 | 215,240 | 217,951 | 197,269 | ||
| Profit for the year as attributable to: | ||||||
| Equity holders of Charter Hall Limited | 39,610 | 17,971 | - | - | ||
| Equity holders of Charter Hall Property Trust | ||||||
| (non-controlling interest) | 217,951 | 197,269 | 217,951 | 197,269 | ||
| Profit for theyear | 257,561 | 215,240 | 217,951 | 197,269 | ||
| Other comprehensive income | ||||||
| Items that may be reclassified to profit or loss | ||||||
| Exchange differences on translation of foreign operations | 20 | (8) | 227 | (8) | 227 | |
| Equity accounted fair value movements in cash flow hedges | 20 | (442) | (181) | (442) | (181) | |
| Other comprehensive income for theyear, net of tax | (450) | 46 | (450) | 46 | ||
| Total comprehensive income for theyear | 257,111 | 215,286 | 217,501 | 197,315 | ||
| Total comprehensive income for the year is attributable to: | ||||||
| Equity holders of Charter Hall Limited | 39,610 | 17,971 | - | - | ||
| Equity holders of Charter Hall Property Trust | 217,501 | 197,315 | 217,501 | 197,315 | ||
| (non-controlling interest) | ||||||
| Total comprehensive income for theyear | 257,111 | 215,286 | 217,501 | 197,315 | ||
| Basic earnings per security (cents) attributable to: | ||||||
| Equity holders of Charter Hall Limited | 9.4 | 4.4 | n/a | n/a |
||
| Equity holders of Charter Hall Property Trust | 51.8 | 48.1 | 51.8 | 48.1 | ||
| (non-controlling interest) | ||||||
| Basic earnings per stapled security (cents) attributable to | 8(a) | 61.2 | 52.5 | n/a | n/a |
|
| stapled securityholders of Charter Hall Group | ||||||
| Diluted earnings per security (cents) attributable to: | ||||||
| Equity holders of Charter Hall Limited | 9.3 | 4.3 | n/a | n/a |
||
| Equity holders of Charter Hall Property Trust | 51.4 | 47.7 | 51.4 | 47.7 | ||
| (non-controlling interest) | ||||||
| Diluted earnings per stapled security (cents) attributable to | 8(b) | 60.7 | 52.0 | n/a | n/a | |
| stapled securityholders of Charter Hall Group |
The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.
Charter Hall Group / 38
Consolidated balance sheets
as at 30 June 2017
| Consolidated balance sheets as at 30 June 2017 |
||||||
|---|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||||
| Trust Group | ||||||
| Restated1 | ||||||
| 2017 | 2016 | 2017 | 2016 | |||
| Note | $'000 | $'000 | $'000 | $'000 | ||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 9 | 174,418 | 145,358 | 53,377 | 43,321 | |
| Trade and other receivables | 10 | 66,203 | 48,687 | 29,936 | 26,684 | |
| Total current assets | 240,621 | 194,045 | 83,313 | 70,005 | ||
| Non-current assets | ||||||
| Trade and other receivables | 10 | - | - | 73,175 | 139,860 | |
| Investments in associates at fair value through profit or loss | 28 | 29,690 | 208 | 29,690 | 208 | |
| Investments accounted for using the equity method | 11 | 1,476,630 | 1,136,727 | 1,386,261 | 1,041,502 | |
| Investment properties | 12 | 40,350 | - | 40,350 | - | |
| Intangible assets | 13 | 65,400 | 69,743 | - | - | |
| Property, plant and equipment | 14 | 18,764 | 14,855 | - | - | |
| Deferred tax assets | 15 | 1,582 | - | - | - | |
| Total non-current assets | 1,632,416 | 1,221,533 | 1,529,476 | 1,181,570 | ||
| Total assets | 1,873,037 | 1,415,578 | 1,612,789 | 1,251,575 | ||
| Liabilities | ||||||
| Current liabilities | ||||||
| Trade and other payables | 16 | 127,415 | 86,894 | 76,786 | 56,488 | |
| Provisions | 17 | 1,892 | 1,680 | - | - | |
| Total current liabilities | 129,307 | 88,574 | 76,786 | 56,488 | ||
| Non-current liabilities | ||||||
| Trade and other payables | 16 | 6,479 | 5,193 | - | - | |
| Provisions | 17 | 1,303 | 1,334 | - | - | |
| Deferred tax liabilities | 15 | 13,677 | 9,393 | - | - | |
| Total non-current liabilities | 21,459 | 15,920 | - | - | ||
| Total liabilities | 150,766 | 104,494 | 76,786 | 56,488 | ||
| Net assets | 1,722,271 | 1,311,084 | 1,536,003 | 1,195,087 | ||
| Equity | ||||||
| Equity holders of Charter Hall Limited | ||||||
| Contributed equity | 19(a) | 284,956 | 256,049 | - | - | |
| Reserves | 20 | (44,614) | (45,533) | - | - | |
| Accumulated losses | 21 | (54,074) | (94,519) | - | - | |
| Parent entity interest | 186,268 | 115,997 | - | - | ||
| Equity holders of Charter Hall Property Trust | ||||||
| Contributed equity | 19(a) | 1,456,853 | 1,201,346 | 1,456,853 | 1,201,346 | |
| Reserves | 20 | (450) | - | (450) | - | |
| Accumulated profit/(losses) | 21 | 79,600 | (6,259) | 79,600 | (6,259) | |
| Equity holders of Charter Hall Property Trust | 1,536,003 | 1,195,087 | 1,536,003 | 1,195,087 | ||
| (non-controllinginterest) | ||||||
| Total equity | 1,722,271 | 1,311,084 | 1,536,003 | 1,195,087 |
1 Details of the restated deferred tax liability are included in note 15.
The above consolidated balance sheets should be read in conjunction with the accompanying notes.
Charter Hall Group / 39
Consolidated statement of changes in equity – Charter Hall Group
for the year ended 30 June 2017
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----- Start of picture text -----
Attributable to the owners of Charter Hall
Limited
Non-
Contributed Accumulated controlling Total
equity Reserves profit/(losses) Total interest equity
----- End of picture text -----
| Note | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restated balance at 1 July 2015 | 253,907 | (44,615) | (112,490) | 96,802 | 1,088,746 | 1,185,548 | |||||||
| Profit for the year | - | - | 17,971 | 17,971 | 197,269 | 215,240 | |||||||
| Othercomprehensiveincome | - | - | - | - | 46 | 46 | |||||||
| Total comprehensive income | - | - | 17,971 | 17,971 | 197,315 | 215,286 | |||||||
| Transactions with equity holders in their | |||||||||||||
| capacity as equity holders: | |||||||||||||
| Contributions of equity, net of issue costs | 19(b) | 2,550 | - | - | 2,550 | 23,525 | 26,075 | ||||||
| Buyback and issuance of securities for | |||||||||||||
| exercised performance rights | (408) | (4,721) | - | (5,129) | (3,951) | (9,080) | |||||||
| Transfer due to deferred compensation | |||||||||||||
| payable in service rights | - | 1,722 | - | 1,722 | - | 1,722 | |||||||
| Distribution provided for or paid | 7 | - | - | - | - | (110,548) | (110,548) | ||||||
| Security-based benefit expense | - | 2,081 | - | 2,081 | - | 2,081 | |||||||
| Equity accounted fair value movements | |||||||||||||
| in cash flow hedges | - | - | - | - | - | - | |||||||
| 2,142 | (918) | - | 1,224 | (90,974) | (89,750) | ||||||||
| Restated balance at 30 June 2016 | 256,049 | (45,533) | (94,519) | 115,997 | 1,195,087 | 1,311,084 | |||||||
| Balance at 1 July 2016 | 256,049 | (45,533) | (94,519) | 115,997 | 1,195,087 | 1,311,084 | |||||||
| Profit for the year | - | - | 39,610 | 39,610 | 217,951 | 257,561 | |||||||
| Othercomprehensiveincome | - | - | - | - | (450) | (450) | |||||||
| Total comprehensive income | - | - | 39,610 | 39,610 | 217,501 | 257,111 | |||||||
| Transactions with equity holders in their | |||||||||||||
| capacity as equity holders: | |||||||||||||
| Contributions of equity, net of issue costs | 19(b) | 28,347 | - | - | 28,347 | 257,991 | 286,338 | ||||||
| Buyback and issuance of securities for | |||||||||||||
| exercised performance rights | (273) | (2,439) | - | (2,712) | (2,484) | (5,196) | |||||||
| Tax recognised direct to equity | 833 | 1,710 | (358) | 2,185 | - | 2,185 | |||||||
| Transfer due to deferred compensation | |||||||||||||
| payable in service rights | - | 1,427 | - | 1,427 | - | 1,427 | |||||||
| Distribution provided for or paid | 7 | - | - | - | - | (132,092) | (132,092) | ||||||
| Security-based benefit expense | - | 1,414 | - | 1,414 | - | 1,414 | |||||||
| Transfer unvested securities to | |||||||||||||
| accumulated losses | - | (1,193) | 1,193 | - | - | - | |||||||
| 28,907 | 919 | 835 | 30,661 | 123,415 | 154,076 | ||||||||
| Balance at 30 June 2017 | 284,956 | (44,614) | (54,074) | 186,268 | 1,536,003 | 1,722,271 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Charter Hall Group / 40
Consolidated statement of changes in equity – Charter Hall Property Trust Group
for the year ended 30 June 2017
for the year ended 30 June 2017 |
|||||
|---|---|---|---|---|---|
| Attributable to the owners of the Charter Hall | |||||
| Property Trust Group | |||||
| Contributed | Accumulated | Total | |||
| equity | Reserves | profit/(losses) | equity | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Balance at 1 July 2015 | 1,181,772 | (46) | (92,980) | 1,088,746 | |
| Profit for the year | - | - | 197,269 | 197,269 | |
| Other comprehensive income | - | 46 | - | 46 | |
| Total comprehensive income/(loss) | - | 46 | 197,269 | 197,315 | |
| Transactions with equity holders in their capacity as equity | |||||
| holders: | |||||
| Contributions of equity, net of issue costs | 19(b) | 23,525 | - | - | 23,525 |
| Buyback and issuance of securities for exercised performance | (3,951) | - | - | (3,951) | |
| rights | |||||
| Distributionprovided for orpaid | 7 | - | - | (110,548) | (110,548) |
| 19,574 | - | (110,548) | (90,974) | ||
| Balance at 30 June 2016 | 1,201,346 | - | (6,259) | 1,195,087 | |
| Balance at 1 July 2016 | 1,201,346 | - | (6,259) | 1,195,087 | |
| Profit for the year | - | - | 217,951 | 217,951 | |
| Other comprehensive income | - | (450) | - | (450) | |
| Total comprehensive income | - | (450) | 217,951 | 217,501 | |
| Transactions with equity holders in their capacity as equity | |||||
| holders: | |||||
| Contributions of equity, net of issue costs | 19(b) | 257,991 | - | - | 257,991 |
| Buyback and issuance of securities for exercised performance | (2,484) | - | - | (2,484) | |
| rights | |||||
| Distributionprovided for orpaid | 7 | - | - | (132,092) | (132,092) |
| 255,507 | - | (132,092) | 123,415 | ||
| Balance at 30 June 2017 | 1,456,853 | (450) | 79,600 | 1,536,003 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Charter Hall Group / 41
Consolidated cash flow statements
for the year ended 30 June 2017
| Consolidated cash flow statements for the year ended 30 June 2017 |
|||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust Group | |||||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Cash flows from operating activities | |||||
| Receipts from customers (inclusive of GST) | 217,845 | 174,609 | 10,679 | 19,778 | |
| Payments to suppliers and employees (inclusive of GST) | (138,957) | (116,320) | (2,384) | (3,141) | |
| Interest received | 2,222 | 2,609 | 267 | 237 | |
| Interest paid | (1,279) | (1,121) | (1,181) | (976) | |
| Distributions and dividends from investments | 76,483 | 70,549 | 72,518 | 63,028 | |
| Net cash inflow from operating activities | 23 | 156,314 | 130,326 | 79,899 | 78,926 |
| Cash flows from investing activities | |||||
| Payments for property, plant and equipment, net of lease | (4,599) | (4,917) | - | - | |
| incentive received | |||||
| Proceeds on disposal of investment property | 67,238 | 15,874 | - | - | |
| Payments for investment properties | (40,537) | - | (40,537) | - | |
| Payment for acquisition of subsidiary, net of cash acquired | (25,233) | - | - | - | |
| Investments in associates and joint ventures | (383,950) | (160,988) | (379,846) | (160,238) | |
| Proceeds on disposal and return of capital from | 119,940 | 102,674 | 123,634 | 102,696 | |
| investments in associates and joint ventures | |||||
| Loans to associates, joint ventures and related parties | (11,699) | (11,730) | (407,595) | (215,625) | |
| Repayments of loans to associates, joint ventures and related | 21,234 | 9,145 | 494,555 | 284,595 | |
| parties | |||||
| Net cash(outflow)/inflow from investing activities | (257,606) | (49,942) | (209,789) | 11,428 | |
| Cash flows from financing activities | |||||
| Proceeds from issues/(buy back) of stapled securities | 281,238 | 16,996 | 255,507 | 19,574 | |
| Proceeds from borrowings | 88,800 | - | 88,800 | - | |
| Repayment of borrowings | (124,125) | - | (88,800) | - | |
| Distributions paid to stapled securityholders | (115,561) | (103,644) | (115,561) | (103,644) | |
| Net cash inflow/(outflow) from financing activities | 130,352 | (86,648) | 139,946 | (84,070) | |
| Net increase/(decrease) in cash and cash equivalents | 29,060 | (6,264) | 10,056 | 6,284 | |
| Cash and cash equivalents at the beginning of the year | 145,358 | 151,593 | 43,321 | 37,037 | |
| Effects of exchange rate changes on cash and cash equivalents | - | 29 | - | - | |
| Cash and cash equivalents at the end of theyear | 9 | 174,418 | 145,358 | 53,377 | 43,321 |
The above consolidated cash flow statements should be read in conjunction with the accompanying notes.
Charter Hall Group / 42
Notes to the consolidated financial statements
for the year ended 30 June 2017
1 Summary of significant accounting policies
The significant policies which have been adopted in the preparation of these consolidated financial statements for the year ended 30 June 2017 are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.
(a) Basis of preparation
The Charter Hall Group (Group, CHC or Charter Hall) is a ‘stapled’ entity comprising Charter Hall Limited (Company or CHL) and its controlled entities, and Charter Hall Property Trust (Trust or CHPT) and its controlled entities (Charter Hall Property Trust Group). The shares in the Company are stapled to the units in the Trust. The stapled securities cannot be traded or dealt with separately. The stapled securities of the Group are listed on the Australian Securities Exchange (ASX). CHL has been identified as the parent entity in relation to the stapling.
The two Charter Hall entities comprising the stapled group remain separate legal entities in accordance with the Corporations Act 2001 , and are each required to comply with the reporting and disclosure requirements of Accounting Standards and the Corporations Act 2001 .
As permitted by ASIC Corporations (Stapled Group Reports) Instrument 2015/838, this financial report is a combined financial report that presents the consolidated financial statements and accompanying notes of both the Charter Hall Group and the Charter Hall Property Trust Group.
The financial report of the Charter Hall Group comprises CHL and its controlled entities, including Charter Hall Funds Management Limited (Responsible Entity) as responsible entity for CHPT and CHPT and its controlled entities. The results and equity, not directly owned by CHL, of CHPT have been treated and disclosed as a non-controlling interest. Whilst the results and equity of CHPT are disclosed as a non-controlling interest, the stapled securityholders of CHL are the same as the stapled securityholders of CHPT. The financial report of the Charter Hall Property Trust Group comprises the Trust and its controlled entities.
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 Charter Hall Group and Charter Hall Property Trust Group are for-profit entities for the purpose of preparing the consolidated financial statements.
On 6 June 2005, CHL acquired Charter Hall Holdings Pty Ltd (CHH). Under the terms of AASB 3 Business Combinations , CHH was deemed to be the accounting acquirer in this business combination. This transaction has therefore been accounted for as a reverse acquisition under AASB 3. Accordingly, the consolidated financial statements of the Group have been prepared as a continuation of the consolidated financial statements of CHH. CHH, as the deemed acquirer, has acquisition accounted for CHL as at 6 June 2005.
Group references in accounting policies
The accounting policies in Note 1 apply to both the Group and Charter Hall Property Trust Group unless otherwise stated in the relevant policy.
Compliance with IFRS
The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
-
investments in associates at fair value through profit or loss – measured at fair value;
-
investments in financial assets held at fair value - measured at fair value.
New and amended standards adopted
No new accounting standards or amendments have come into effect for the year ended 30 June 2017 that affect the Group’s operations or reporting requirements.
- (b) Principles of consolidation
(i) Controlled entities
The consolidated financial statements of the Charter Hall Group and the Charter Hall Property Trust Group incorporate the assets and liabilities of all controlled entities as at 30 June 2017 and their results for the year then ended.
Charter Hall Group / 43
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(b) Principles of consolidation (continued)
The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of controlled entities have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of controlled entities are shown separately in the consolidated statement of comprehensive income, consolidated balance sheet and consolidated statement of changes in equity respectively.
(ii) Investments in associates Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are accounted for in the consolidated balance sheet at either fair value through profit or loss (CHPT only) or by using the equity method (CHPT and CHL). On initial recognition, the Group elects to account for investments in associates at either fair value through profit or loss or using the equity method based on assessment of the expected strategy for the investment.
Under the equity accounted method, the Group’s share of the associates’ post acquisition net profit after income tax expense is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Distributions and dividends received from associates are recognised in the consolidated financial report as a reduction of the carrying amount of the investment.
Investments in associates at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the consolidated statement of comprehensive income.
(iii) 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.
Joint operations
The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the consolidated financial statements under the appropriate headings.
Joint ventures
Interests in joint ventures are accounted for using the equity method, with investments initially recognised at cost and adjusted thereafter to recognise the Group’s share of post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its joint venture entities are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been aligned where necessary to ensure consistency with the policies adopted by the Group.
(iv) Changes in ownership interests
When the Group ceases to equity account for an investment because of a loss of joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as a joint venture entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. 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.
Charter Hall Group / 44
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(b) Principles of consolidation (continued)
If the ownership interest in a joint venture entity or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
(c) Segment reporting
Segment information is reported in a manner that is consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker is responsible for allocating resources and assessing performance of the operating segments.
(d) Foreign currency translation
(i) Functional and presentation currencies
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is CHL’s and CHPT’s functional and presentation currency.
(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
(iii) Foreign operations
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities for each consolidated balance sheet presented are translated at the closing rate at the date of that consolidated balance sheet;
-
income and expenses for each income statement and consolidated statement of comprehensive income are translated at average exchange rates; and
-
all resulting exchange differences are recognised in other comprehensive income.
(iv) Foreign currency translation
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. On disposal of interests in foreign controlled entities, the cumulative foreign exchange gains/losses relating to these investments are transferred to the consolidated statement of comprehensive income in accordance with the requirements of AASB 121 The Effect of Changes in Foreign Exchange Rates .
(e) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and amounts collected on behalf of third parties. Revenue is recognised for the major business activities as follows:
(i) Management fees and expense recoveries
Management fees and expense recoveries are brought to account on an accruals basis when the services have been performed and, if not received at the reporting date, are reflected in the consolidated balance sheet as a receivable.
Where management fees are derived in respect of an acquisition or disposal of property, the fees are recognised where services have been performed and the fee can be reliably estimated.
(ii) Performance and transaction fees
Performance fees are only recognised when the services have been performed and the amount can be reliably measured and it is probable the performance fee criteria will be met. Transaction fees are recognised when the services have been performed and the fee can be reliably estimated. Detailed calculations are completed and the risks associated with the fee are assessed when deciding when it is appropriate to recognise revenue. Further information is provided in the critical accounting estimates and judgements in Note 2.
Charter Hall Group / 45
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(e) Revenue recognition (continued)
(iii) Interest income
Interest income is recognised on a time proportion basis 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 flows 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.
(iv) Distributions
Distributions are recognised as revenue when the right to receive payment is established.
(v) Other investment-related revenue Other investment-related revenue represents amounts received in relation to investment commitments and rebates relating to investments and is recognised where the right to receive payment is established.
(f) Business combinations
The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, any non-controlling interest in the acquiree is recognised either at fair value or at the non-controlling interest's proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the acquirer’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, 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 remeasured to fair value with changes in fair value recognised in profit or loss.
(g) Income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group’s controlled entities and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provision where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Charter Hall Group / 46
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(g) Income tax (continued)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
(h) Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. 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 that suffered impairment in prior years are reviewed for possible reversal of the impairment at each reporting date.
(i) Cash and cash equivalents
For the purpose of presentation in the cash flow statement, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated balance sheet.
(j) Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are due for settlement no more than 30 days from the date of recognition.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off in the year in which they are identified. A provision for doubtful debts is raised where there is objective evidence that the Group will not collect all amounts due. The amount of the provision is the difference between the carrying amount and estimated future cash flows. Cash flows relating to current receivables are not discounted.
(k) Other financial assets
Classification
The Group classifies its other financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held to maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held to maturity, re-evaluates this designation at each reporting date.
(i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset held for trading is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting date.
(iii) Held to maturity investments Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that management has the positive intention and ability to hold to maturity.
(iv) Available for sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date.
Charter Hall Group / 47
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(k) Investments and other financial assets (continued)
Recognition and derecognition
Regular way purchases and sales of investments are recognised at trade date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the consolidated statement of comprehensive income. 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.
Subsequent measurement
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held to maturity investments are carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss, excluding interest and distribution income, are presented in the consolidated statement of comprehensive income in the year in which they arise.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity specific inputs. Further details on how the fair value of financial instruments is determined are disclosed in Note 1(w) and Note 25.
Impairment
The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists 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 the consolidated statement of comprehensive income – is removed from equity and recognised in the consolidated statement of comprehensive income. Impairment losses recognised in the consolidated statement of comprehensive income on equity instruments classified as available for sale are not reversed through the consolidated statement of comprehensive income.
(l) Plant and equipment
Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of plant and equipment.
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. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial year in which they are incurred.
Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:
| | Furniture, fittings and equipment | 3 | to | 10 years |
|---|---|---|---|---|
| | Fixtures | 5 | to | 10 years |
| | Software | 3 | to | 5 years |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
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 1(h)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the consolidated statement of comprehensive income.
(m) Investment properties
Investment properties comprise investment interests in land and buildings (including integral plant and equipment) held for the purpose of producing rental income, including properties that are under construction for future use as investment properties.
Charter Hall Group / 48
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(m) Investment properties (continued)
Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, the investment properties are stated at fair value. Fair value of investment property 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 best evidence of fair value is given by current prices in an active market for similar property in the same location and condition. Gains and losses arising from changes in the fair values of investment properties are included in the consolidated statement of comprehensive income in the year in which they arise.
At each balance date, the fair values of the investment properties are assessed by the Responsible Entity with reference to independent valuation reports or through appropriate valuation techniques adopted by the Responsible Entity. Specific circumstances of the owner are not taken into account. Further information relating to valuation techniques can be found in Note 25(c).
Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the consolidated statement of comprehensive income within net fair value gain/(loss) on investment property.
The carrying amount of investment properties recorded in the consolidated balance sheet takes into consideration components relating to lease incentives, leasing costs and assets relating to fixed increases in operating lease rentals in future years.
(n) Intangibles
(i) Intangibles – indefinite life assets
Intangibles with no fixed life are not amortised as they have an indefinite life. Intangibles with an indefinite life are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost less accumulated impairment losses. Intangibles are allocated to cash generating units for the purpose of impairment testing.
(ii) Management Rights – finite life assets
Management rights with a fixed life are amortised using the straight line method over their useful life. Management rights of Charter Hall Office Trust (CHOT) are amortised over nine years.
(o) Trade and other payables
Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group. 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.
(p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated statement of comprehensive income over the period of the borrowing using the effective interest rate 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. If the facility has not been drawn down the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.
Borrowings are removed from the consolidated 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.
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.
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.
(q) Borrowing costs
Borrowing costs associated with the acquisition or construction of a qualifying asset, including interest expense, are capitalised as part of the cost of that asset during the period that is required to complete and prepare the asset for its intended use. Borrowing costs not associated with qualifying assets are expensed.
Charter Hall Group / 49
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(r) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
(s) Goods and Services Tax (GST)
Revenues, expenses and assets (with the exception of receivables) are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are inclusive of GST. The net amount of GST recoverable from or payable to the tax authority is included in receivables or payables in the consolidated balance sheet.
Cash flows relating to GST are included in the consolidated statement of cash flows on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
(t) Employee benefits
(i) Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Long service leave Liabilities for other employee entitlements which are not expected to be paid or settled within 12 months of reporting date are accrued in respect of all employees at present values of future amounts expected to be paid, based on a projected weighted average increase in wage and salary rates. Expected future payments are discounted using a corporate bond rate with terms to maturity that match, as closely as possible, the estimated future cash outflows.
(iii) Retirement benefit obligations
Contributions to employee defined contribution superannuation funds are recognised as an expense as they become payable.
(iv) Security-based benefits Security-based compensation benefits are provided to employees via the Charter Hall Performance Rights and Options Plan (PROP) and the General Employee Security Plan (GESP). Information relating to these schemes is set out in Note 33. For PROP, the fair value at grant date is independently valued using a Monte Carlo simulation pricing model that takes into account the exercise price, the term of the option, impact of dilution, stapled security price at grant date, expected price volatility of the underlying stapled security, expected dividend yield and the risk-free interest rate for the term of the option and market vesting conditions but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of stapled securities that are expected to vest. At each reporting date, the entity revises its estimate of the number of stapled securities that are expected to vest. The employee benefits expense recognised each year takes into account the most recent estimate.
Upon the vesting of stapled securities, the balance of the stapled security-based benefits reserve relating to those stapled securities is transferred to equity, net of any directly attributable transaction costs.
For GESP, eligible employees are entitled to receive up to $1,000 in stapled securities based on the stapled security price on the grant date. The cost of the stapled securities bought on market to settle the award liability is included in employee benefits expense. The stapled securities are held in trust on behalf of eligible employees until the earlier of the completion of three years’ service or termination.
(v) Bonus plans
Charter Hall recognises a liability and an expense for amounts payable to employees. Charter Hall recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(vi) Termination benefits Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates:
Charter Hall Group / 50
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(t) Employee benefits (continued)
(a) when the Group can no longer withdraw the offer of those benefits; and
(b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.
(u) Contributed equity
Ordinary stapled securities are classified as equity. Incremental costs directly attributable to the issue of new stapled securities or options are shown in equity as a deduction, net of tax, from the proceeds.
(v) Distributions paid and payable
A liability is recognised for the amount of any distribution declared by the Group on or before the end of the reporting period but not distributed at balance date.
(w) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
A fair value measurement of a non-financial asset takes into account the Group’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The fair value of financial instruments traded in active markets is determined using quoted market prices at the balance date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.
Certain unlisted property securities have been designated on initial recognition to be treated at fair value through profit or loss. Movements in fair value during the period have been recognised in the consolidated statement of comprehensive income. These assets have been acquired with the intention of being long-term investments. Where the assets in this category are expected to be sold within 12 months, they are classified as current assets; otherwise they are classified as non-current.
The nominal value less estimated credit adjustments of trade receivables and payables approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
(x) Earnings per stapled security
Basic earnings per stapled security from continuing operations is determined by dividing profit from continuing operations attributable to the stapled securityholders by the weighted average number of ordinary stapled securities on issue during the year.
Basic earnings per stapled security is determined by dividing the profit by the weighted average number of ordinary stapled securities on issue during the year.
Diluted earnings per stapled security from continuing operations is determined by dividing profit from continuing operations attributable to the stapled securityholders by the weighted average number of ordinary stapled securities and dilutive potential ordinary stapled securities on issue during the year.
Diluted earnings per stapled security is determined by dividing the profit by the weighted average number of ordinary stapled securities and dilutive potential ordinary stapled securities on issue during the year.
(y) Parent entity financial information
The financial information for the parent entity of the Charter Hall Group, Charter Hall Limited, and for the parent entity of the Charter Hall Property Trust Group, Charter Hall Property Trust, disclosed in Note 34, has been prepared on the same basis as the Group’s financial statements except as set out below:
Charter Hall Group / 51
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(y) Parent entity financial information (continued)
(i) Investments in controlled entities
Investments in controlled entities, associates and joint ventures are accounted for at cost or fair value through profit or loss in the financial statements of the parent entity. Such investments include both investments in equity securities issued by the controlled entity and other parent entity interests that in substance form part of the parent entity’s investment in the controlled entity. These include investments in the form of interest-free loans which have no fixed contractual term and which have been provided to the controlled entity as an additional source of long-term capital.
Dividends and distributions received from controlled entities, associates and joint ventures are recognised in the parent entity’s statement of comprehensive income, rather than deducted from the carrying amount of these investments.
(ii) Receivables and payables Trade amounts receivable from controlled entities in the normal course of business and other amounts advanced on commercial terms and conditions are included in receivables. Similarly, amounts payable to controlled entities are included in payables.
(iii) Recoverable amount of assets The carrying amounts of investments in controlled entities, associates and joint ventures valued on the cost basis are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying value exceeds their recoverable amount, the assets are written down to the lower value. The write-down is expensed in the year in which it occurs.
(iv) Tax consolidation legislation
The head entity, Charter Hall Limited, and the controlled entities in the tax consolidated group continue to 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 standalone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Charter Hall Limited 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.
Assets or liabilities arising under a tax funding agreement with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in Note 6.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities.
(z) Impact of new standards and interpretations issued but not yet adopted by the Group
Certain new accounting standards and interpretations have been published that are not mandatory for the year ended 30 June 2017 but are available for early adoption. The impact of these new standards and interpretations (to the extent relevant to the Group) is set out below:
(i) AASB 9 Financial Instruments (applicable 1 January 2018) AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and liabilities and sets out new rules for hedge accounting. Management has completed a preliminary assessment and does not expect any changes to the above. AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale debt investments, for example, would therefore have to be recognised directly in the statement of comprehensive income. The Group has not yet decided when to adopt AASB 9 and management is currently assessing the impact of the new standard.
(ii) AASB 15 Revenue from Contracts with Customers (applicable 1 January 2018) The standard is based on the principle that revenue is recognised when control of a good or service is transferred to a customer, so the notion of control replaces the notion of risks and rewards. It applies to all contracts with customers, excluding leases, financial instruments and insurance contracts. The basis of the new standard is a new five step model that involves identifying the contract with the customer, identifying performance obligations under the contract, determining the transaction price in exchange for satisfying those performance obligations and recognising revenue as or when each performance obligation is satisfied. Variable consideration should be estimated and included in the transaction price to the extent it is highly probable that the cumulative amount of revenue recognised will not be significantly reversed.
AASB 15 requires reporting entities to provide users of financial statements with more informative, relevant disclosures. The Group has completed a preliminary assessment of the implications of the new standard to its operational and financial results.
The Group will adopt the standard in the financial year beginning 1 July 2018, applying the standard retrospectively, which may involve an adjustment to opening retained earnings to recognise the cumulative effect of applying the standard.
Charter Hall Group / 52
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
1 Summary of significant accounting policies (continued)
(z) Impact of new standards and interpretations issued but not yet adopted by the Group (continued)
(iii) AASB 16 Leases (applicable 1 January 2019 - early adoption allowed if AASB 15 is adopted at the same time) The standard will affect primarily the accounting by lessees and will result in the recognition of almost all leases on balance sheet. The standard removes the current distinction between operating and financing leases and requires recognition of an asset. The income statement will also be affected because the total expense is typically higher in the earlier years of a lease and lower in later years. Additionally, operating expense will be replaced with interest and depreciation, so key metrics such as Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) will change. The accounting by lessors will not significantly change. Management has completed a preliminary assessment that the operating lease commitments, as disclosed in Note 31, will result in the recognition of a right-of-use asset and a corresponding lease liability and how this will affect the Group’s results. The standard will primarily impact the Group’s office leases as lessee.
(aa) Comparative information
Where necessary, comparative information has been adjusted to conform with changes in presentation in the current year.
(ab) Rounding of amounts
Under the option provided by ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the ‘rounding off’ of amounts in the financial statements, amounts in the Company and the Trust’s consolidated financial statements have been rounded to the nearest thousand dollars in accordance with that ASIC Corporations Instrument, unless otherwise indicated.
2 Critical accounting estimates and judgements
The Charter Hall Group and Charter Hall Property Trust Group make estimates and assumptions concerning the future. Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(a) Classification and carrying value of investments
The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Critical judgements are made in assessing whether an investee entity is controlled or subject to significant influence or joint control. These judgements include an assessment of the nature, extent and financial effects of the Group’s interest in investee entities, including the nature and effects of its contractual relationship with the entity or with other investors.
Investments in associates are accounted for at either fair value through profit or loss (CHPT only) or by using the equity method (CHPT and CHL). CHPT designates investments in associates as fair value through profit or loss or equity accounted on a case by case basis taking the investment strategy into consideration.
Management regularly reviews equity accounted investments for impairment and remeasures investments carried at fair value through profit or loss by reference to changes in circumstances or contractual arrangements, external independent property valuations and market conditions, using generally accepted market practices. When a recoverable amount is estimated through a value in use calculation, critical judgements and estimates are made regarding future cash flows and an appropriate discount rate. When a fair value is estimated through an earnings valuation, critical judgements and estimates are made in relation to the earnings measure and appropriate multiple.
Critical judgement is made in assessing the manner in which the cost of indefinite life intangible assets is expected to be recovered and corresponding deferred tax liability. Critical judgements and accounting estimates are made in assessing the extent to which the utilisation of tax losses carried forward is considered probable and the corresponding deferred tax asset recognised.
(b) Performance fee recognition
Critical judgements and estimates are made by the Charter Hall Group in respect of recognising performance fee revenue. Performance fees are only recognised when services have been performed and they can be reliably estimated and are probable. Detailed calculations are completed and the risks associated with the fee are assessed when deciding when it is appropriate to recognise revenue.
Charter Hall Group / 53
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
2 Critical accounting estimates and judgements (continued)
(c) Valuation of intangibles
Critical judgements and estimates are made by the Charter Hall Group in assessing the recoverable amount of intangibles acquired, where the funds to which those intangibles relate have an indefinite life. Intangibles are considered to have an indefinite useful life if there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. Refer to Note 13 for further details.
3 Segment information
(a) Description of segments
Charter Hall Property Trust Group
The Board allocates resources and assesses the performance of operating segments for the entire Charter Hall Group. Results are not separately identified and reported according to the legal structure of the Charter Hall Group and therefore segment information for CHPT is not prepared and provided to the chief operating decision maker.
Charter Hall Group
Management has determined the operating segments based on the reports reviewed by the Board that are used to make strategic decisions. The Board is responsible for allocating resources and assessing performance of the operating segments.
Operating earnings is a financial measure which represents statutory profit after tax adjusted for proportionally consolidated fair value adjustments, gains or losses on sale of investments, amortisation and/or impairment of intangible assets, deferred tax expense and other unrealised or one-off items. Operating earnings is the primary measure of the Group’s underlying and recurring earnings from its operations. Operating earnings is used by the Board to make strategic decisions and as a guide to assessing an appropriate distribution to declare.
The Board has identified the following two reportable segments, the performance of which it monitors separately.
Property Investments
This segment comprises investments in property funds.
Property Funds Management
This segment comprises funds management services, property management services and other property services.
Charter Hall Group
Corporate costs which were previously unallocated in the June 2016 financial report are now included in the property funds management segment. The impact of this reclassification is a decrease of property funds management operating earnings from $71,380,000 to $46,234,000 in June 2016. The reallocation has a $nil net effect on the total operating earnings.
Charter Hall Group / 54
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
3 Segment information (continued)
(b) Proportionally consolidated operating segments
The operating segments provided to the Board for the reportable segments for the year ended 30 June 2017 are as follows:
| Property | |||
|---|---|---|---|
| Property | Funds | ||
| Investments | Management | Total | |
| 30 June 2017 | $'000 | $'000 | $'000 |
| Property rental income1 | 157,447 | - | 157,447 |
| Property expenses1 | (31,441) | - | (31,441) |
| Management fee revenue | - | 158,719 | 158,719 |
| Net property development EBITDA2 | 3,568 | - | 3,568 |
| Net operating expenses | (1,039) | (68,348) | (69,387) |
| Corporate expenses3 | - | (24,178) | (24,178) |
| EBITDA | 128,535 | 66,193 | 194,728 |
| EBITDA as a % of total EBITDA | 66.0% | 34.0% | |
| Inter-segment fees and expenses4 | (14,072) | 22,980 | 8,908 |
| Depreciation and amortisation expense | (195) | (3,475) | (3,670) |
| Net interest expense | (28,647) | - | (28,647) |
| Income tax expense 5 | (666) | (19,480) | (20,146) |
| **Operating earnings ** | 84,955 | 66,218 | 151,173 |
| Basic weighted average number of stapled securities ('000) | 420,838 | ||
| Operating earnings per stapled security (cents) | 35.9 cps | ||
| Other segment items | |||
| Realised gains/(losses) on disposal of investments6 | 32,570 | ||
| EBITDA as a % of total EBITDA, including realised | |||
| gains/(losses) 7 | 70.9% | 29.1% |
-
1 Property rental income and property expenses are calculated on a proportionate equity accounted look-through basis.
-
2 Net property development EBITDA is the Group's share of EBITDA from its investment in CIP, an industrial development business.
-
3 Corporate expenses includes the costs to manage the listed stapled entity of CHC and non-sector costs of managing
the group wide platform including the Board, CEO, CFO, heads of group wide functions (People and IT), group finance, CHC investor relations, group marketing, corporate share of security-based benefits expense and restructuring costs.
-
4 Inter-segment fees and expenses are made up of fees and expenses paid by the funds to the Group whether treated as expenses or capitalised by the fund.
-
5 Current income tax expense in Property investments represents the Group's share of Commercial and Industrial Property Pty Ltd's income tax expense.
-
6 Realised gains/(losses) are calculated on property disposals based on sales price less historical acquisition costs plus capital expenditure on a look-through basis, excluding fair value movements.
-
7 This proportionate equity accounted ratio is calculated by dividing the Property investment EBITDA plus the realised gains/(losses) on disposal of investments by the total EBITDA plus realised gains/(losses) on disposal of investments.
Charter Hall Group / 55
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
3 Segment information (continued)
| Property | |||
|---|---|---|---|
| Property | Funds | ||
| Investments | Management | Total | |
| 30 June 2016 | $'000 | $'000 | $'000 |
| Property rental income1 | 146,743 | - | 146,743 |
| Property expenses1 | (28,846) | - | (28,846) |
| Management fee revenue | - | 119,546 | 119,546 |
| Net property development EBITDA2 | 6,229 | - | 6,229 |
| Net operating expenses | (1,134) | (61,854) | (62,988) |
| Corporate expenses3 | - | (24,495) | (24,495) |
| EBITDA | 122,992 | 33,197 | 156,189 |
| EBITDA as a % of total EBITDA | 78.7% | 21.3% | |
| Inter-segment fees and expenses4 | (11,352) | 15,641 | 4,289 |
| Depreciation and amortisation expense | (585) | (2,604) | (3,189) |
| Net interest expense | (31,180) | - | (31,180) |
| Income tax expense | (1,374) | - | (1,374) |
| **Operating earnings ** | 78,501 | 46,234 | 124,735 |
| Basic weighted average number of stapled securities ('000) | 409,980 | ||
| Operating earnings per stapled security (cents) | 30.4 cps | ||
| Other segment items | |||
| Realised gains/(losses) on disposal of investments5 | 22,356 | ||
| EBITDA as a % of total EBITDA, including realised | |||
| gains/(losses) 6 | 81.4% | 18.6% |
1 Property rental income and property expenses are calculated on a look-through basis.
-
2 Net property development EBITDA is the Group's share of EBITDA from its investment in CIP, an industrial development business. 3 Corporate expenses includes the costs to manage the listed stapled entity of CHC and non-sector costs of managing the group wide platform including the Board, CEO, CFO, heads of group wide functions (People and IT), group finance, CHC investor relations, group marketing, corporate share of security-based benefits expense and restructuring costs.
-
4 Inter-segment fees and expenses are made up of fees and expenses paid by the funds to the Group whether treated as expenses or capitalised by the fund.
-
5 Realised gains/(losses) are calculated on property disposals based on sales price less historical acquisition costs plus capital expenditure on a look-through basis, excluding fair value movements.
-
6 This proportionate equity accounted ratio is calculated by dividing the Property investment EBITDA plus the realised gains/(losses) on disposal of investments by the total EBITDA plus realised gains/(losses) on disposal of investments.
Refer to Note 8 for statutory earnings per stapled security figures.
(c) The reconciliation of operating earnings to statutory profit after tax attributable to stapled securityholders is shown below:
| (c) The reconciliation of operating earnings to statutory profit after tax attribut is shown below: |
able to stapled securityhold | ers |
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Operating earnings attributable to stapled securityholders | 151,173 | 124,735 |
| Realised and unrealised gains/(losses) on derivatives1 | 8,166 | (10,339) |
| Net fair value movements on investments and property1 | 118,314 | 107,757 |
| Amortisation and impairment of intangibles | (4,342) | (8,517) |
| Impairment of investment in joint venture | (10,494) | - |
| Non-operating deferred income tax expense | (4,118) | (1,714) |
| Gain on disposal of property investments and inventory1 | 3,890 | 6,114 |
| Other1 | (5,028) | (2,796) |
| Statutory profit after tax attributable to stapled securityholders | 257,561 | 215,240 |
1 Includes the Group's proportionate share of non-operating items of equity accounted investments on a look-through basis.
Charter Hall Group / 56
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
3 Segment information (continued)
(d) Reconciliation of operating earnings from the property investments segment to the share of net profit of investments accounted for using the equity method and the net gain on investment in associates at fair value in the statement of comprehensive income
| investments accounted for using the equity method and the net gain on in the statement of comprehensive income |
vestment in associates at fair | value in |
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Operating earnings - investments | 84,955 | 78,501 |
| Add: non-operating equity accounted profit | 122,830 | 93,378 |
| Less: fair value distributions in operating income | (377) | (3,610) |
| Add: net gain/(loss) on investment in associates at fair value | (17) | 4,016 |
| Add: other operating expenses | 1,038 | 1,133 |
| Less: net operating interest income | (1,192) | (1,118) |
| Less: rental income | (62) | - |
| 207,175 | 172,300 | |
| Share of net profit of investments accounted for using the | ||
| equity method | 207,192 | 168,284 |
| Net gain/(loss) on investment in associates at fair value | (17) | 4,016 |
| 207,175 | 172,300 |
(e) Reconciliation of property funds management income stated above to revenue per the statement of comprehensive income
| 2017 | 2016 | |
|---|---|---|
| $'000 | $'000 | |
| Management revenue | 158,719 | 119,546 |
| Inter-segment revenue | 22,980 | 15,641 |
| Less: recoveries eliminated against expenses | (3,189) | (2,171) |
| Property funds management revenue | 178,510 | 133,016 |
| Add: recovery of property and fund-related expenses | 31,729 | 26,052 |
| Add: interest income | 2,715 | 2,609 |
| Add: distributions received for investments accounted for at fair value | 377 | 3,610 |
| Add: rental income | 62 | - |
| Revenueper statement of comprehensive income | 213,393 | 165,287 |
Geographical segments are immaterial as the vast majority of the Group’s income is from Australian sources. Assets and liabilities have not been reported on a segmented basis as the Board is focused on the consolidated balance sheet.
4 Revenue
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Sales revenue | ||||
| Gross rental income | 62 | - | 62 | - |
| Management fees and expense recoveries | 156,492 | 130,751 | - | - |
| Transaction andperformance fees | 53,747 | 28,317 | - | - |
| 210,301 | 159,068 | 62 | - | |
| Other revenue | ||||
| Interest | 2,742 | 2,609 | 9,005 | 13,291 |
| Distributions/dividends1 | 350 | 3,610 | 350 | 3,610 |
| Other investment-related revenue | - | - | 10,300 | 20,311 |
| Total other revenue | 3,092 | 6,219 | 19,655 | 37,212 |
| Total revenue | 213,393 | 165,287 | 19,717 | 37,212 |
1 Represents the distribution of income from investments in associates accounted for at fair value by the Group and Charter Hall Property Trust Group.
Revenue excludes share of net profits of equity accounted associates and joint ventures. Refer to Notes 28 and 29 for further details.
Charter Hall Group / 57
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
5 Expenses
for the year ended 30 June 2017 5 Expenses |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Profit before income tax includes the following specific | ||||
| expenses: | ||||
| Depreciation | ||||
| Plant and equipment | 3,475 | 2,604 | - | - |
| Impairment of joint ventures | ||||
| Impairment of investments injoint ventures | 10,494 | - | - | - |
| Amortisation and impairment of intangibles | ||||
| Intangibles - amortisation | 5,143 | 8,517 | - | - |
| Intangibles-reversal of impairment | (800) | - | - | - |
| Total amortisation and impairment | 4,343 | 8,517 | - | - |
| Finance costs | ||||
| Interest and finance chargespaid/payable | 1,522 | 1,742 | 1,295 | 1,562 |
| Employee costs | ||||
| Employee benefit expenses | 94,528 | 83,878 | - | - |
| Restructuring costs | 243 | 5,057 | - | - |
| Security-based benefits expense | 1,414 | 2,081 | - | - |
| Payrolltax | 4,736 | 4,496 | - | - |
| Total employee costs | 100,921 | 95,512 | - | - |
| Administration and other expenses | ||||
| Legal and consulting costs | 5,008 | 3,673 | - | - |
| Rent expense and occupancy costs | 3,267 | 2,848 | - | - |
| Communication and IT expenses | 5,534 | 4,914 | 30 | - |
| Other expenses | 7,377 | 6,834 | 84 | 87 |
| Total administration and other expenses | 21,186 | 18,269 | 114 | 87 |
Charter Hall Group / 58
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
6 Income tax expense
for the year ended 30 June 2017 6 Income tax expense |
|||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust Group | |||||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| (a) Income tax expense | |||||
| Current tax expense/(benefit) | 19,544 | (73) | - | - | |
| Deferredincome taxexpense | 4,054 | 1,787 | - | - | |
| 23,598 | 1,714 | - | - | ||
| Deferred income tax expense | |||||
| Decrease/(increase) in deferred tax assets for the tax | |||||
| consolidated group | 15 | 768 | (135) | - | - |
| Increase in deferred tax liabilities for the tax consolidated | |||||
| group | 15 | 4,868 | 1,922 | - | - |
| Increase in deferred tax assets for entities outside the tax | |||||
| consolidated group | 15 | (1,582) | - | - | - |
| 4,054 | 1,787 | - | - | ||
| (b) Reconciliation of income tax expense/(benefit) | |||||
| to prima facie tax payable | |||||
| Profit before income tax expense | 281,159 | 216,954 | 217,951 | 197,269 | |
| Prima facie tax expense at the Australian tax rate of 30% | 84,348 | 65,086 | 65,385 | 59,181 | |
| Tax effect of amounts which are not deductible/(taxable) | |||||
| in calculating taxable income: | |||||
| Charter Hall Property Trust income | (65,385) | (59,181) | (65,385) | (59,181) | |
| Non-allowable expenses | 80 | 2,541 | - | - | |
| Other allowable deductions | (135) | (38) | - | - | |
| Share-based payments expense | - | (3,857) | - | - | |
| Sundry items | (9) | 155 | - | - | |
| Net tax refund on foreign subsidiaries | - | (73) | - | - | |
| Capital gain sheltered by unrecognised capital losses | - | (1,718) | - | - | |
| Non-taxable dividends, net of equity accounted profit | (1,245) | (1,117) | - | - | |
| Impairment of equity accounted investment | 3,148 | - | - | - | |
| Recognition of deferred tax asset on previously | (1,582) | - | - | - | |
| unrecognised income tax losses | |||||
| Income sheltered by losses in subsidiary outside of the | (307) | - | - | - | |
| tax consolidated group | |||||
| Amounts under/(over) provided in respect of prior years | 4,685 | (84) | - | - | |
| Income tax expense | 23,598 | 1,714 | - | - | |
| (c) Amounts recognised directly in equity | |||||
| Aggregate current and deferred tax arising in the | |||||
| reporting period and not recognised in net profit or loss | |||||
| or other comprehensive income but directly debited or | |||||
| credited to equity: | |||||
| Current tax: Deduction for rights vesting in excess of the | |||||
| cumulative expense for the share-based payments | (833) | - | - | - | |
| Deferred tax: Estimated future deduction for rights | |||||
| vesting, in excess of the cumulative expense for the | |||||
| rights | (1,710) | - | - | - | |
| Deferred tax: Unwind of deferred tax assets on rights | |||||
| which failed to meet vesting conditions | 358 | - | - | - | |
| (2,185) | - | - | - |
Charter Hall Group / 59
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
6 Income tax expense (continued)
(d) Tax consolidation legislation
Charter Hall Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation with effect from 1 July 2003. The accounting policy in relation to this legislation is set out in Note 1(g).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Charter Hall Limited.
The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Charter Hall Limited for any current tax payable assumed and are compensated by Charter Hall Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Charter Hall Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ financial statements.
(e) Charter Hall Property Trust
Under current Australian income tax legislation, the Trust is not liable for income tax on its taxable income (including any assessable component of capital gains) provided that the unitholders are presently entitled to the income of the Trust.
(f) Capital tax losses - Charter Hall Group
At 30 June 2017, the Group has approximately $12.8 million (2016: $11.2 million) of tax effected unrecognised capital tax losses.
7 Distributions paid and payable
| 7 Distributions paid and payable |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Ordinary stapled securities | ||||
| Final ordinary distribution for the six months ended 30 June 2017 | 72,661 | - | 72,661 | - |
| of 15.6 cents per stapled security payable on 31 August 2017 | ||||
| Interim ordinary distribution for the six months ended | 59,431 | - | 59,431 | - |
| 31 December 2016 of 14.4 cents per stapled security paid on | ||||
| 28 February 2017 | ||||
| Final ordinary distribution for the six months ended | - | 56,129 | - | 56,129 |
| 30 June 2016 of 13.6 cents per stapled security paid on | ||||
| 25 August 2016 | ||||
| Interim ordinary distribution for the six months ended | - | 54,419 | - | 54,419 |
| 31 December 2015 of 13.3 cents per stapled security paid on | ||||
| 26 February2016 | ||||
| Total distributionspaid andpayable | 132,092 | 110,548 | 132,092 | 110,548 |
Franking credits available in the parent entity (Charter Hall Limited) for subsequent financial years based on a tax rate of 30% (2016: 30%) are $3.3 million (2016: $3.3 million).
Charter Hall Group / 60
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
8 Earnings per stapled security
| 8 Earnings per stapled security |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust | Group | |||
| 2017 | 2016 | 2017 | 2016 | |
| Cents | Cents | Cents | Cents | |
| (a) Basic earnings per security attributable to: | ||||
| Equity holders of Charter Hall Limited | 9.4 | 4.4 | n/a | n/a |
| Equity holders of Charter Hall Property Trust | ||||
| (non-controlling interest) | 51.8 | 48.1 | 51.8 | 48.1 |
| Stapled securityholders of Charter Hall Group | 61.2 | 52.5 | n/a | n/a |
| (b) Diluted earnings per security attributable to: | ||||
| Equity holders of Charter Hall Limited | 9.3 | 4.3 | n/a | n/a |
| Equity holders of Charter Hall Property Trust | ||||
| (non-controlling interest) | 51.4 | 47.7 | 51.4 | 47.7 |
| Stapled securityholders of Charter Hall Group | 60.7 | 52.0 | n/a | n/a |
| $'000 | $'000 | $'000 | $'000 | |
| (c) Reconciliations of earnings used in calculating earnings | ||||
| per stapled security | ||||
| Equity holders of Charter Hall Limited | 39,610 | 17,971 | n/a | n/a |
| Profit attributable to the ordinary stapled securityholders of the | 257,561 | 215,240 | 217,951 | 197,269 |
| Group used in calculating basic and diluted earnings per stapled | ||||
| security | ||||
| Number | Number | Number | Number | |
| (d) Weighted average number of stapled securities used as | ||||
| the denominator | ||||
| Weighted average number of ordinary stapled securities used as | 420,838,262 | 409,979,949 | 420,838,262 | 409,979,949 |
| the denominator in calculatingbasic earningsper stapled security | ||||
| Adjustments for calculation of diluted earnings per stapled | ||||
| security: | ||||
| Performance rights | 2,881,070 | 3,324,586 | 2,881,070 | 3,324,586 |
| Service rights | 546,854 | 733,776 | 546,854 | 733,776 |
| Weighted average number of ordinary stapled securities and | ||||
| potential ordinary stapled securities used as the denominator in | 424,266,186 | 414,038,311 | 424,266,186 | 414,038,311 |
| calculating diluted earnings per stapled security |
(e) Information concerning the classification of securities
Performance rights, service rights issued under the Charter Hall Performance Rights and Options Plan
The performance and service rights are unquoted securities. Conversion to stapled securities and vesting to executives is subject to service and performance conditions.
Stapled securities issued under the General Employee Share Plan (GESP)
Stapled securities issued under the GESP are purchased on market on behalf of eligible employees but held in trust until the earlier of the completion of three years’ service or termination. No adjustment to diluted earnings per stapled security is required under the GESP.
9 Cash and cash equivalents
| 9 Cash and cash equivalents |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Cash at bank and on hand | 174,418 | 145,358 | 53,377 | 43,321 |
These amounts earn fixed and floating interest rates of between 1.6% and 2.5% (2016: 1.8% and 2.0%).
Charter Hall Group / 61
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
10 Trade and other receivables
for the year ended 30 June 2017 10 Trade and other receivables |
|||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust Group | |||||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Current | |||||
| Trade receivables | 27,938 | 14,008 | 2,698 | 2,330 | |
| Loans to joint ventures | 26(e) | 8,500 | 6,500 | - | - |
| Loans to associates | 26(e) | 750 | 2,586 | 750 | 2,586 |
| Distributions receivable | 27,432 | 24,379 | 26,344 | 21,768 | |
| Other receivables | 854 | 985 | 144 | - | |
| Prepayments | 729 | 229 | - | - | |
| 66,203 | 48,687 | 29,936 | 26,684 | ||
| Non-current | |||||
| Loan receivablefromCharter Hall Limited | - | - | 73,175 | 139,860 | |
| - | - | 73,175 | 139,860 |
(a) Bad and doubtful trade receivables During the year, the Charter Hall Group and Charter Hall Property Trust Group incurred $nil expense (2016: $nil) in respect of provisioning for bad and doubtful trade receivables.
(b) Fair values
Receivables are carried at amounts that approximate their fair value.
(c) Credit risk
There is a limited concentration of credit risk as the majority of current and non-current receivables are due from related parties of Charter Hall Group and Charter Hall Property Trust Group. Refer to Note 24 for more information on the risk management policy of the Charter Hall Group and Charter Hall Property Trust Group.
The ageing of trade receivables at the reporting date was as follows:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | 27,850 | 13,604 | 2,698 | 2,330 |
| 1 to 3 months | 20 | 344 | - | - |
| 3 to 6 months | 30 | 3 | - | - |
| More than 6 months | 38 | 57 | - | - |
| 27,938 | 14,008 | 2,698 | 2,330 | |
As at 30 June 2017, Charter Hall Group had trade receivables of $0.1 million (2016: $0.4 million) past due but not impaired. Charter Hall Property Trust had $nil receivables past due (2016: $nil).
11 Investments accounted for using the equity method
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | ||
|---|---|---|---|---|---|
| Trust Group | |||||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Investments in associates | 28 | 1,218,160 | 851,371 | 1,147,241 | 784,609 |
| Investments injoint venture entities | 29 | 258,470 | 285,356 | 239,020 | 256,893 |
| 1,476,630 | 1,136,727 | 1,386,261 | 1,041,502 |
Investments in associates represent units in listed and unlisted Charter Hall managed funds which are accounted for using the equity method. Refer to Note 28(a) for carrying value of investments in associates. Investments in joint venture entities represent joint venture interests in Australia which are accounted for using the equity method. Refer to Note 29(a) for carrying value of investments in joint venture entities.
Charter Hall Group / 62
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
12 Investment properties
During the year, the Group established a new controlled entity investment fund, Charter Hall Direct Consumer Staples Fund, to facilitate the purchase of a portfolio of investment properties.
A reconciliation of the carrying amount of investment properties at the beginning and end of the year is set out below:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Opening balance | - | - | - | - |
| Additions | 108,300 | - | 41,062 | - |
| Net loss from fair value adjustment | (712) | - | (712) | - |
| Disposals | (67,238) | - | - | - |
| Closing balance | 40,350 | - | 40,350 | - |
Key valuation assumptions used in the determination of the investment properties’ fair value and the Group’s valuation policy are disclosed in Note 25.
Leasing arrangements
The investment properties, excluding development properties, are leased to tenants under long-term operating leases with rentals payable monthly. Minimum lease payments under non-cancellable operating leases of investment properties not recognised in the financial statements are receivable as follows:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Due within one year | 2,350 | - | 2,350 | - |
| Due between one and five years | 7,292 | - | 7,292 | - |
| Over fiveyears | 12,679 | - | 12,679 | - |
| 22,321 | - | 22,321 | - |
13 Intangible assets
In March 2010, the Charter Hall Group completed a transaction to acquire the majority of Macquarie Group’s core real estate management platform. This transaction was structured to secure the management rights (i.e. future management fee revenue) of Macquarie Office Trust (now Charter Hall Office Trust), Macquarie CountryWide Trust (now Charter Hall Retail REIT) and Macquarie Direct Property Fund (now Charter Hall Direct Office Fund). The excess of consideration paid over net tangible assets acquired represents the value of these management rights.
With the exception of management rights held over Charter Hall Office Trust (CHOT), management considers that the management rights have an indefinite life as there are no finite terms in the underlying agreements and the Charter Hall Group has no intention to cease managing these funds. On 1 May 2012, Charter Hall Office REIT (CQO) was privatised and CQO changed from a listed REIT to a wholesale unit trust (CHOT) with liquidity reviews every five years. In November 2016, CHOT’s investors agreed to extend the life of the fund by three years to 30 April 2020. The amortisation period for the CHOT management rights has also been extended prospectively by three years. The Group is amortising the associated intangible assets over a nine year period from 1 May 2012, which includes an additional year to source liquidity were the fund to be wound up as a result of a liquidity review.
On 15 August 2012, a subsidiary of the Group paid the previous manager of Charter Hall Direct PFA Trust (PFA) to facilitate the appointment of a Group subsidiary as the responsible entity of PFA. As PFA is an open ended fund with no termination date or review event contemplated in its constitution, these facilitation payments have been treated as an intangible asset which is considered to have an indefinite useful life.
Charter Hall Group / 63
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
13 Intangible assets (continued)
for the year ended 30 June 2017 13 Intangible assets (continued) |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Indefinite life intangibles | ||||
| Charter Hall Retail REIT | ||||
| Opening and closing balance | 42,288 | 42,288 | - | - |
| Charter Hall Direct Office Fund | ||||
| Opening and closing balance | 7,423 | 7,423 | - | - |
| Charter Hall Direct PFA Trust | ||||
| Opening balance | 4,417 | 4,417 | - | - |
| Reversal of impairment | 800 | - | - | - |
| Closing balance | 5,217 | 4,417 | - | - |
| Total indefinite life intangibles | 54,928 | 54,128 | - | - |
| Finite life intangibles | ||||
| Charter Hall Office Trust | ||||
| Opening balance | 15,615 | 24,132 | - | - |
| Amortisation charge | (5,143) | (8,517) | - | - |
| Closingbalance | 10,472 | 15,615 | - | - |
| At balance date | ||||
| Cost | 50,283 | 50,283 | - | - |
| Accumulated amortisation | (39,811) | (34,668) | - | - |
| Total finite life intangibles | 10,472 | 15,615 | ||
| Total intangible assets | 65,400 | 69,743 | - | - |
All indefinite life intangible assets recognised on the consolidated balance sheet are subject to an annual impairment assessment. The impairment assessments support the carrying values and the methodology applied is an assessment of value in use based on discounted cash flows.
Key assumptions used for the indefinite life intangible impairment calculations are as follows:
-
cash flow projections covering a three year period based on financial budgets approved by management. Cash flows beyond the three-year period are extrapolated using estimated growth rates appropriate for the business;
-
pre-tax discount rate range of 14-16% (2016: 14-16%) which is in excess of the Group’s weighted average cost of capital;
-
growth after three years of 2-3% (2016: 2-3%) per annum; and
-
terminal value multiple of 7.0–8.0 times earnings (2016: 7.0–8.0 times).
Impairment is tested at the cash generating unit (CGU) level being each fund which generates management fee income.
14 Property, plant and equipment
| 14 Property, plant and equipment |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Opening net book amount | 14,855 | 11,931 | - | - |
| Additions | 7,384 | 6,289 | - | - |
| Disposals | - | (761) | - | - |
| Depreciation charge | (3,475) | (2,604) | - | - |
| Closing net book amount | 18,764 | 14,855 | - | - |
| At balance date | ||||
| Cost | 29,275 | 21,890 | - | - |
| Accumulated depreciation | (10,511) | (7,035) | - | - |
| Net book amount | 18,764 | 14,855 | - | - |
Charter Hall Group / 64
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
15 Deferred tax assets and liabilities
for the year ended 30 June 2017 15 Deferred tax assets and liabilities |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| Restated | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Deferred tax assets comprises temporary differences | ||||
| attributable to: | ||||
| Tax losses carried forward1 | 1,582 | - | - | - |
| Deferred tax assets comprises temporary differences | ||||
| attributable to: | ||||
| Tax losses carried forward | - | 1,494 | - | - |
| Employee benefits | 11,886 | 8,968 | - | - |
| Other | 467 | 1,307 | - | - |
| 12,353 | 11,769 | - | - | |
| Deferred tax liabilities comprises temporary differences | ||||
| attributable to: | ||||
| Intangible assets | (18,055) | (14,913) | - | - |
| Investment in associates | (6,364) | (5,387) | - | - |
| Other | (1,611) | (862) | - | - |
| (26,030) | (21,162) | - | - | |
| Net deferred tax liabilities | (13,677) | (9,393) | - | - |
1 Tax losses carried forward in 2017 were acquired following the acquisition of Charter Hall Opportunity Fund No.5 (CHOF5) as a wholly owned entity. CHOF5 does not form part of the Charter Hall tax consolidated group and therefore is not included in the net deferred tax liability balance on the Balance Sheet.
Change in accounting policy and retrospective application
During the year, the Group changed its accounting policy in relation to the recognition of deferred income tax on its intangible assets. This change was made to reflect the view of the IFRS Interpretations Committee (IFRIC), published in November 2016, that the carrying amounts of intangible assets with indefinite useful lives may not necessarily be recovered through sale, but also through use.
Based on the IFRIC guidance, the Group has determined that it is appropriate to retrospectively change its accounting policy in relation to the assumed method of recovery of its intangible assets from recovery through sale to recovery through use. As the benefits of the intangible assets flow to the Group in the form of management fees over time, this is considered to provide reliable and more relevant information.
The impact of this change in accounting policy on the 2017 and previously reported 2016 and 2015 balance sheets is an increase of $14,913,000 of deferred tax liabilities and an increase to accumulated losses of $14,913,000. There was no impact on the statement of comprehensive income.
A reconciliation of the carrying amount of deferred tax assets for the tax consolidated group at the beginning and end of the current and previous years is set out below:
| Tax losses | |||||
|---|---|---|---|---|---|
| carried | Employee | ||||
| forward | benefits | Other |
Total | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | |||||
| Balance at 1 July 2015 | 5,836 | 5,616 | 182 | 11,634 | |
| Charged/(credited) to income statement | 6 | (4,342) | 3,352 | 1,125 | 135 |
| Balance at 30 June 2016 | 1,494 | 8,968 | 1,307 | 11,769 | |
| Charged/(credited) to income statement | 6 | (1,494) | 1,566 | (840) | (768) |
| Charged/(credited) directly to equity | - | 1,352 | - | 1,352 | |
| Balance at 30 June 2017 | - | 11,886 | 467 | 12,353 |
Charter Hall Group / 65
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
15 Deferred tax assets and liabilities (continued)
A reconciliation of the carrying amount of deferred tax liabilities for the tax consolidated group at the beginning and end of the current and previous years is set out below:
| Intangible | Investment |
||||
|---|---|---|---|---|---|
| assets | in associate |
Other |
Total | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | |||||
| Balance at 1 July 2015 (Restated) | 14,913 | 4,108 | 219 | 19,240 | |
| Charged/(credited) to income statement | 6 | - | 1,279 | 643 | 1,922 |
| Balance at 30 June 2016 (Restated) | 14,913 | 5,387 | 862 | 21,162 | |
| Charged/(credited) to income statement | 6 | 3,142 | 977 | 749 | 4,868 |
| Balance at 30 June 2017 | 18,055 | 6,364 | 1,611 | 26,030 |
16 Trade and other payables
| 16 Trade and other payables |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Trade payables | 1,137 | 421 | - | - |
| Accruals | 3,271 | 5,970 | 467 | 359 |
| Distribution payable | 72,661 | 56,129 | 72,661 | 56,129 |
| GST payable | 765 | 2,149 | (92) | (66) |
| Annual leave liability | 3,473 | 3,110 | - | - |
| Employee benefits liability | 21,715 | 17,404 | - | - |
| Other payables | 4,536 | 630 | 3,750 | 66 |
| Income tax payable | 18,711 | - | - | - |
| Lease incentive liability | 1,146 | 1,081 | - | - |
| 127,415 | 86,894 | 76,786 | 56,488 | |
| Non-current | ||||
| Lease incentive liability | 6,479 | 5,193 | - | - |
All current liabilities are expected to be settled within 12 months.
17 Provisions
| Charter Hall Group | Charter Hall Property Trust Group |
|---|---|
| 2017 2016 $'000 $'000 |
2017 2016 |
| $'000 $'000 |
|
| Current Employee benefits - longservice leave 1,892 1,680 |
|
| - - |
|
| Non-current Employee benefits - longservice leave 1,303 1,334 |
|
| - - |
Charter Hall Group / 66
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
18 Interest bearing liabilities
Charter Hall Property Trust loan
The $100 million debt facility was increased to $125 million in December 2016 with the maturity date unchanged at August 2018. At 30 June 2017, drawn borrowings of $nil (30 June 2016: $nil) and bank guarantees of $14.3 million (30 June 2016: $26.0 million) had been utilised under this facility, which under the terms of the agreement reduce the available facility. No liability is recognised for bank guarantees.
The carrying amounts of assets pledged as security for borrowings are:
| $26.0 million) had been utilised under this facility, which under the t liability is recognised for bank guarantees. The carryingamounts of assetspledged as securityfor borrowings |
erms of the agreement reduce are: |
erms of the agreement reduce are: |
the available facility. No | the available facility. No |
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Non-current | ||||
| First ranking security | ||||
| Investment in associates | 1,415,951 | 1,041,710 | 1,415,951 | 1,041,710 |
(a) Financial arrangements The Charter Hall Group and Charter Hall Property Trust Group had unrestricted access at reporting date to the following lines of credit:
| The Charter Hall Group and Charter Hall Property Trust Group had credit: |
unrestricted access at reportin | unrestricted access at reportin | g date to the following lines of | g date to the following lines of |
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Total facilities | 125,000 | 100,000 | 125,000 | 100,000 |
| Used atreporting date | (14,267) | (26,049) | (14,267) | (26,049) |
| Unused at reporting date | 110,733 | 73,951 | 110,733 | 73,951 |
(b) Gearing
Gearing is a measure used to monitor levels of debt capital used by the business to fund its operations. This ratio is calculated as interest bearing debt divided by total assets with both net of cash and cash equivalents.
The gearing ratio of the Charter Hall Group at 30 June 2017 was nil % (30 June 2016: nil %) and Charter Hall Property Trust Group nil % (30 June 2016: nil %). Debt covenants are monitored regularly to ensure compliance and reported to the debt provider on a six monthly basis. The Group Treasurer is responsible for negotiating new debt facilities and monitoring compliance with covenants.
Charter Hall Group / 67
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
19 Contributed equity
for the year ended 30 June 2017 19 Contributed equity |
||||
|---|---|---|---|---|
| (a) Security capital | ||||
| 2017 | 2016 | 2017 | 2016 | |
| Securities | Securities | $'000 | $'000 | |
| Charter Hall Limited | 284,956 | 256,049 | ||
| Charter Hall Property Trust | 1,456,853 | 1,201,346 | ||
| Ordinary securities - stapled securities, fully paid | 465,777,131 | 412,717,802 | 1,741,809 | 1,457,395 |
(b) Movements in ordinary stapled security capital
| Charter Hall | |||||
|---|---|---|---|---|---|
| Charter Hall | Property | ||||
| Number of | Average | Limited |
Trust | Total | |
| Details | securities1 | issueprice | $'000 | $'000 | $'000 |
| Opening balance at 1 July 2015 | 406,817,856 | 253,907 | 1,181,772 | 1,435,679 | |
| Buyback and issuance of securities for exercised | |||||
| performance and service rights1 | - | $2.26 | (408) | (3,951) | (4,359) |
| Issuance under DRP2 | 5,899,946 | $4.45 | 2,563 | 23,669 | 26,232 |
| Closing balance at 30 June 2016 | 412,717,802 | 256,062 | 1,201,490 | 1,457,552 | |
| Less: Transaction costs on stapled security issues | (13) | (144) | (157) | ||
| Closing balance per accounts at 30 June 2016 | 412,717,802 | 256,049 | 1,201,346 | 1,457,395 | |
| Buyback and issuance of securities for exercised | |||||
| performance and service rights3 | - | $2.63 | (273) | (2,484) | (2,757) |
| Tax recognised directly in equity | - | - | 833 | - | 833 |
| Issued under institutionalplacement 4 | 53,059,329 | $5.48 | 28,786 | 261,979 | 290,765 |
| Balance at 30 June 2017 | 465,777,131 | 285,395 | 1,460,841 | 1,746,236 | |
| Less: Transaction costs on stapled security issues | (439) | (3,988) | (4,427) | ||
| Balanceper accounts at 30 June 2017 | 465,777,131 | 284,956 | 1,456,853 | 1,741,809 |
1 1,926,951 stapled securities bought on market at an average value of $4.37, offset by the exercise of 1,581,344 performance rights with a value of $1.91 and 474,902 service rights with an average value of $3.41.
2 2,345,435 stapled securities issued in September 2015 with an issue price of $4.60 and 3,554,511 issued in February 2016 with an issue price of $4.34.
3 879,616 stapled securities bought on market at an average value of $5.74, offset by the exercise of 445,518 performance rights with a value of $1.16 and 434,098 service rights with an average value of $4.11.
4 53,059,239 stapled securities issued under Institutional Placement and Security Purchase Plan in May 2017 with an issue price of $5.48.
(c) Ordinary stapled securities
Ordinary stapled securities entitle the holder to participate in distributions/dividends and the proceeds on winding up of the Company/Trust in proportion to the number of and amounts paid on the stapled securities held.
On a show of hands, every holder of ordinary stapled securities present at a meeting in person or by proxy is entitled to one vote and upon a poll, each holder is entitled to one vote per security that they hold.
(d) Distribution Re-investment Plan
The Group has established a Distribution Re-investment Plan (DRP) under which holders of ordinary stapled securities may elect to have all or part of their distribution satisfied by the issue of new ordinary stapled securities rather than by being paid in cash. The DRP was in operation for the distribution paid on 26 February 2016, however was suspended for the distribution paid on 25 August 2016 and subsequent distributions.
Charter Hall Group / 68
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
20 Reserves
for the year ended 30 June 2017 20 Reserves |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Business combination reserve | (52,000) | (52,000) | - | - |
| Security-based benefits reserve | 5,676 | 6,467 | - | - |
| Other reserves | 1,260 | - | (450) | - |
| (45,064) | (45,533) | (450) | - | |
| Charter Hall Limited | (44,614) | (45,533) | - | - |
| Charter Hall Property Trust | (450) | - | (450) | - |
| (45,064) | (45,533) | (450) | - |
Movements:
| Movements: | ||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Business combination reserve | ||||
| Opening and closing balance | (52,000) | (52,000) | - | - |
| Security-based benefits reserve | ||||
| Opening balance | 6,467 | 7,385 | - | - |
| Security-based benefits expense | 1,414 | 2,081 | ||
| Transfer due to deferred compensation payable in | 1,427 | 1,722 | - | - |
| performance rights | ||||
| Transferred to equity on options and performance rights | (2,439) | (4,721) | - | - |
| exercised | ||||
| Transfer unvested securities to accumulated losses | (1,193) | - | - | - |
| Closing balance | 5,676 | 6,467 | - | - |
| Other reserves | ||||
| Opening balance | - | (46) | - | (46) |
| Exchange differences on translation of foreign operations | (8) | 227 | (8) | 227 |
| Equity accounted fair value movements in cash flow hedges | (442) | (181) | (442) | (181) |
| Deferred tax asset recognised directly in equity | 1,710 | - | - | - |
| Closing balance | 1,260 | - | (450) | - |
(a) Business combination reserve
This reserve relates to the reverse acquisition at the initial public offering (IPO) in 2005. This is the amount that relates to the investment in CHH that is not eliminated by paid in capital. No goodwill is recognised as this transaction is the result of a reverse acquisition.
(b) Security-based benefits reserve
The security-based benefits reserve is used to recognise the fair value of rights and options issued under the PROP.
(c) Other reserves
Exchange differences arising on translation of foreign controlled entities and the Charter Hall Group’s and Charter Hall Property Trust Group’s share of foreign exchange differences arising from the equity accounted investments are recognised in other comprehensive income as described in Note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Equity accounted fair value movements in cash flow hedges is the equity accounted portion of the gains or losses on hedging instruments in cash flow hedges that are determined to be an effective hedge relationship.
Deferred tax credits recognised directly in equity relate to the excess of the expected future tax deduction on performance and service rights on issue over the cumulative fair value expensed to date.
Charter Hall Group / 69
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
21 Accumulated losses
for the year ended 30 June 2017 21 Accumulated losses |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| Restated | Restated | |||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Opening balance | (100,778) | (205,470) | (6,259) | (92,980) |
| Profit for the year | 257,561 | 215,240 | 217,951 | 197,269 |
| Distributions | (132,092) | (110,548) | (132,092) | (110,548) |
| Transfer unvested securities to accumulated losses | 1,193 | - | - | - |
| Deferred taxassetrecognised directly to equity | (358) | - | - | - |
| Closing balance | 25,526 | (100,778) | 79,600 | (6,259) |
| Charter Hall Limited | (54,074) | (94,519) | - | - |
| Charter Hall Property Trust | 79,600 | (6,259) | 79,600 | (6,259) |
| Closing balance | 25,526 | (100,778) | 79,600 | (6,259) |
22 Remuneration of auditors
During the year, the following fees were paid or payable for services provided by the auditors of the Charter Hall Group and Charter Hall Property Trust Group, their related practices and non-related audit firms:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $ | $ | $ | $ | |
| (a) Audit services | ||||
| PricewaterhouseCoopers - Australian Firm | ||||
| Audit and review of financial reports | 304,750 | 312,000 | 7,000 | 7,000 |
| Other assurance services | 18,000 | - | - | - |
| Total remuneration for audit services | 322,750 | 312,000 | 7,000 | 7,000 |
| (b) Taxation services | ||||
| PricewaterhouseCoopers - Australian Firm | ||||
| Taxation services | 135,781 | 228,744 | - | - |
| Total remuneration for taxation services | 135,781 | - | - | - |
| . | ||||
| 23 Reconciliation of profit after tax to net |
cash inflow from operating activities | |||
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Profit after tax for the year | 257,561 | 215,240 | 217,951 | 197,269 |
| Non-cash items: | ||||
| Amortisation and impairment of intangibles | 4,343 | 8,517 | - | - |
| Impairment of joint ventures | 10,494 | - | - | - |
| Depreciation and amortisation | 3,617 | 3,019 | 141 | 416 |
| Non-cash security-based benefits expense | 1,413 | 2,081 | - | - |
| Net loss/(gain) on sale of investments, property and derivatives | (3,244) | (5,976) | (3,720) | (978) |
| Fair value adjustments | 729 | (4,016) | 729 | (4,016) |
| Foreign exchange movements | - | (29) | - | - |
| Change in assets and liabilities, net of effects from purchase of | ||||
| controlled entity: | ||||
| (Increase)/decrease in trade debtors and other receivables | (11,420) | 999 | (9,393) | (15,216) |
| Increase/(decrease) in trade creditors and accruals | 20,053 | 10,048 | 57 | 69 |
| Share of profit from investment in associates and joint venture | (129,935) | (101,344) | (125,866) | (98,618) |
| entities | ||||
| (Increase)/decrease for net deferred income tax | 2,703 | 1,787 | - | - |
| Net cash inflow from operating activities | 156,314 | 130,326 | 79,899 | 78,926 |
Distribution and interest income received on investments has been classified as cash flow from operating activities.
Charter Hall Group / 70
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
24 Capital and financial risk management
(a) Capital risk management
The key capital risk management objective of the Charter Hall Group and Charter Hall Property Trust Group is to optimise returns through the mix of available capital sources whilst complying with statutory and constitutional capital requirements, and complying with the covenant requirements of the finance facility. The capital management approach is regularly reviewed by management and the Board as part of the overall strategy. The capital mix can be altered by issuing new units, electing to have the DRP underwritten, adjusting the amount of distributions paid, activating a unit buyback program or selling assets.
(b) Financial risk management
Both the Charter Hall Group and Charter Hall Property Trust Group activities expose it to a variety of financial risks: market risk (price risk, interest rate risk and foreign exchange risk), credit risk and liquidity risk. The Group’s overall risk management framework focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. From time to time, the Group uses derivative financial instruments such as interest rate swaps and option contracts to hedge certain risk exposures.
Risk management is carried out by the Group Treasurer, the Chief Financial Officer and the Managing Director and Group CEO in consultation with senior management, the Audit, Risk and Compliance Committee and the Board of Directors. The Group Treasurer identifies, evaluates and hedges financial risks in close cooperation with the Chief Financial Officer. The Board provides guidance for overall risk management, as well as covering specific areas, such as mitigating price, interest rate and credit risks, the use of derivative financial instruments and investing excess liquidity.
(i) Market risk
Unlisted unit price risk
The Group is exposed to unlisted unit price risk. This arises from investments in unlisted property funds managed by the Group. These funds invest in direct property. Charter Hall manages all the funds that the Group invests in and its executives have a sound understanding of the underlying property values and trends that give rise to price risk. The carrying value of investments in associates at fair value through profit or loss is measured with reference to the funds’ unit prices which are determined in accordance with the funds’ respective constitutions. The key determinant of the unit price is the underlying property values which are approved by the respective fund board or investment committee and the Executive Property Valuation Committee.
The following table illustrates the potential impact a change in unlisted unit prices by +/-10% would have on the Charter Hall Group and Charter Hall Property Trust Group’s profit and equity. The movement in the price variable has been determined based on management’s best estimate, having regard to a number of factors, including historical levels of price movement, historical correlation of the Group’s investments with the relevant benchmark and market volatility. However, actual movements in the price may be greater or less than anticipated due to a number of factors. As a result, historic price variations are not a definitive indicator of future price variations.
| in the price may be greater or less than anticipated due to definitive indicator of future price variations. |
a number of f | actors. As a result, | historic price | variations are | not a |
|---|---|---|---|---|---|
| -10% | +10% | ||||
| Carrying | |||||
| amount | Profit | Equity | Profit | Equity | |
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | |||||
| 2017 | |||||
| Assets - Charter Hall Group | |||||
| Investments in associates at fair value through profit or | 29,690 | (2,969) | (2,969) | 2,969 | 2,969 |
| loss | |||||
| 2016 | |||||
| Assets - Charter Hall Group | |||||
| Investments in associates at fair value through profit or | 208 | (21) | (21) | 21 | 21 |
| loss | |||||
| Charter Hall Property Trust Group | |||||
| 2017 | |||||
| Assets - Charter Hall Property Trust Group | |||||
| Investments in associates at fair value through profit or | 29,690 | (2,969) | (2,969) | 2,969 | 2,969 |
| loss | |||||
| 2016 | |||||
| Assets - Charter Hall Property Trust Group | |||||
| Investments in associates at fair value through profit or | 208 | (21) | (21) | 21 | 21 |
| loss |
Charter Hall Group / 71
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
24 Capital and financial risk management (continued)
Cash flow and fair value interest rate risk
The Charter Hall Group has no long-term interest bearing assets.
Charter Hall Property Trust has a loan receivable from Charter Hall Limited which is an unsecured stapled loan maturing on 30 June 2021 with interest charged on an arm’s length basis. Refer to note 26(e) for further details.
The Charter Hall Group’s and Charter Hall Property Trust Group’s external interest rate risk arises from the $125 million loan facility. At 30 June 2017 no borrowings were drawn on this facility (2016: $nil). Borrowings drawn at variable rates expose both Groups to cash flow interest rate risk. Borrowings drawn at fixed rates expose both Groups to fair value interest rate risk. The Charter Hall Group and Charter Hall Property Trust Group’s policy is to fix rates between 50-100% of core borrowings for the anticipated debt term. Core borrowings are defined as being the level of borrowings that are expected to be held for a period of more than two years. The Group did not hold any derivatives as at 30 June 2017.
(ii) Interest rate risk exposure
As the Group has no drawn debt, interest rate risk exposure is minimal.
The Charter Hall Property Trust’s exposure arises predominantly from an unsecured stapled loan maturing on 30 June 2021 receivable from Charter Hall Limited bearing variable interest rates.
Interest rate sensitivity analysis
The following tables illustrate the potential impact a change in interest rates of +/-1% would have on the Charter Hall Group and Charter Hall Property Trust Group’s profit and equity.
| -1% | +1% | ||||||
|---|---|---|---|---|---|---|---|
| Effective | |||||||
| interest | Carrying | ||||||
| rate | Fair value | amount | Profit | Equity | Profit | Equity | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
| Charter Hall Group | |||||||
| 2017 | |||||||
| Financial assets | |||||||
| Cash and cash equivalents | 2.5% | 174,418 | 174,418 | (1,744) | (1,744) | 1,744 | 1,744 |
| 2016 | |||||||
| Financial assets | |||||||
| Cash and cash equivalents | 2.0% | 145,358 | 145,358 | (1,454) | (1,454) | 1,454 | 1,454 |
| Charter Hall Property Trust Group | |||||||
| 2017 | |||||||
| Financial assets | |||||||
| Cash and cash equivalents | 2.5% | 53,377 | 53,377 | (534) | (534) | 534 | 534 |
| Loan receivable from Charter Hall Ltd | 9.3% | 73,175 | 73,175 | (732) | (732) | 732 | 732 |
| Total increase/(decrease) | (1,266) | (1,266) | 1,266 | 1,266 | |||
| 2016 | |||||||
| Financial assets | |||||||
| Cash and cash equivalents | 2.0% | 43,321 | 43,321 | (433) | (433) | 433 | 433 |
| Loan receivable from Charter Hall Ltd | 9.7% | 139,860 | 139,860 | (1,399) | (1,399) | 1,399 | 1,399 |
| Total increase/(decrease) | (1,832) | (1,832) | 1,832 | 1,832 |
The fair value of interest-bearing liabilities is inclusive of costs which would be incurred on settlement of a liability, and is based upon market prices, where a market exists, or by discounting the expected future cash flows by the current interest rates for liabilities with similar risk profiles.
(iii) Foreign exchange risk
The Charter Hall Group’s principal exposure to foreign exchange risk arises from its investments in foreign subsidiaries. The major asset held by foreign subsidiaries is cash in foreign denominated bank accounts. The Charter Hall Property Trust Group does not have any exposure of this type.
Charter Hall Group / 72
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
24 Capital and financial risk management (continued)
(c) Credit risk
The Charter Hall Group and Charter Hall Property Trust Group have policies in place to ensure that sales of services are made to customers with appropriate credit histories.
50% of the Charter Hall Group’s income is derived from management fees, transaction and other fees from related parties. 49% of the Charter Hall Group’s income is derived from equity accounted investments in property funds and distributions from investments in property funds held at fair value through the profit and loss. The balance relates to interest income, gross rental income and gains on sales of investments and inventory.
89% of the Charter Hall Property Trust Group’s income is derived from equity accounted investments in property funds and distributions from investments in property funds held at fair value through profit and loss.
All tenants in the underlying property funds for Charter Hall Group and the Charter Hall Property Trust Group are assessed for creditworthiness, taking into account their financial position, past experience and other factors. Refer to Note 10(c) for more information on credit risk.
Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Charter Hall Group and Charter Hall Property Trust Group have policies that limit the amount of credit exposure to any one financial institution.
(d) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Charter Hall Group and Charter Hall Property Trust Group aim at maintaining flexibility in funding by keeping committed credit lines available.
Maturities of financial liabilities
The following table provides the contractual maturity of Charter Hall Group’s and Charter Hall Property Trust Group’s financial liabilities. The amounts presented represent the future contractual undiscounted principal and interest cash flows and therefore do not equate to the value shown in the balance sheet. Repayments which are subject to notice are treated as if notice were given immediately.
| do not equate to the value shown in the balance sheet. Repa given immediately. |
yments which | are subject | to notice are tr | eated as if no | tice were |
|---|---|---|---|---|---|
| Carrying | Less than | Between 1 | Over | Total cash | |
| amount | 1 year | and 2 years | 2 years | flows | |
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | |||||
| 2017 | |||||
| Trade and otherpayables | 133,894 | 127,415 | 1,146 | 5,333 | 133,894 |
| 2016 | |||||
| Trade and otherpayables | 92,087 | 86,894 | 790 | 4,403 | 92,087 |
| Charter Hall Property Trust Group | |||||
| 2017 | |||||
| Trade and otherpayables | 76,786 | 76,786 | - | - | 76,786 |
| 2016 | |||||
| Trade and otherpayables | 56,488 | 56,488 | - | - | 56,488 |
Charter Hall Group / 73
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
25 Fair value measurement
(a) Recognised fair value measurement
The Charter Hall Group and the Charter Hall Property Trust Group measure and recognise the following assets and liabilities at fair value on a recurring basis:
-
Investments in associates at fair value through profit and loss (refer to Note 28).
-
Investment properties.
AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
(i) Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
(ii) Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
(iii) Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table presents the Charter Hall Group and Charter Hall Property Trust Group’s assets and liabilities measured and recognised at fair value:
| The following table presents the Charter Hall Group and Charter Hall Prope recognised at fair value: |
rty Trust Gro | ups assets an | d liabilities m | easured and |
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | ||||
| 30 June 2017 | ||||
| Investments in associates at fair value through profit and loss | - | - | 29,690 | 29,690 |
| Investment properties | - | - | 40,350 | 40,350 |
| Total assets | - | - | 70,040 | 70,040 |
| 30 June 2016 | ||||
| Investments in associates at fair value through profit and loss | - | - | 208 | 208 |
| Total assets | - | - | 208 | 208 |
| Charter Hall Property Trust Group | ||||
| 30 June 2017 | ||||
| Investments in associates at fair value through profit and loss | - | - | 29,690 | 29,690 |
| Investment properties | - | - | 40,350 | 40,350 |
| Total assets | - | - | 70,040 | 70,040 |
| 30 June 2016 | ||||
| Investmentsinassociates atfair value throughprofit andloss | - | - | 208 | 208 |
| Total assets | - | - | 208 | 208 |
There have been no transfers between Level 1, Level 2 and Level 3 during the period.
(b) Disclosed fair values
The carrying amounts of current trade receivables and payables approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Charter Hall Group and Charter Hall Property Trust Group for similar financial instruments. The fair value of current borrowings approximates the carrying amount, as the impact of discounting is not significant.
(c) Valuation techniques used to derive Level 3 fair values Investments in associates
The fair value of investments in associates held at fair value through profit and loss, which are investments in unlisted securities, are determined giving consideration to the unit prices and net assets of the underlying funds. The unit prices and net asset values are largely driven by the fair values of investment properties and derivatives held by the funds. Recent arm’s length transactions, if any, are also taken into consideration.
The fair value of investments in associates at fair value through profit or loss is impacted by the price per security of the investment. An increase to the price per security results in an increase to the fair value of the investment.
Charter Hall Group / 74
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
25 Fair value measurement (continued)
Investment property
The fair value measurement of investment property takes into account the Group’s ability to generate economic benefits by using the asset in its highest and best use.
The use of independent external valuers is on a rotational basis at least once every 12 months, or earlier, where the Responsible Entity deems it appropriate or believes there may be a material change in the carrying value of the property.
Where an independent valuation is not obtained, the fair value is determined using Discounted Cash Flow and income capitalisation methods. The table below identifies the inputs, which are not based on observable market data, used to measure the fair value (Level 3) of the investment properties:
| Adopted Adopted terminal |
Adopted | |
|---|---|---|
| Fair value capitalisation rate yield |
discount rate | |
| $'000 (% p.a.) (% p.a.) |
(% p.a.) | |
| 2017 | 40,350 6.8–8.5 7.0–9.0 |
7.5–9.3 |
| Term | Definition | |
| Discounted Cash Flow (DCF) | A method in which a discount rate is applied to future expected income streams to | |
| method | estimate the present value. | |
| Income capitalisation method | A valuation approach that provides an indication of value by converting future cash flows to | |
| a single current capital value. | ||
| Gross market rent | The estimated amount for which an interest in real property should be leased to a major | |
| tenant on the valuation date between a willing lessor and a willing lessee on appropriate | ||
| lease terms in an arm’s length transaction, after proper marketing and where the parties | ||
| had each acted knowledgeably, prudently and without compulsion. | ||
| Capitalisation rate | The return represented by the income produced by an investment, expressed as a | |
| percentage. | ||
| Terminal yield | A percentage return applied to the expected net income following a hypothetical sale at the | |
| end of the cash flow period. | ||
| Discount rate | A rate of return used to convert a future monetary sum or cash flow into present value. |
Movement in the inputs are likely to have an impact on the fair value of investment properties. An increase in gross market rent will likely lead to an increase in fair value. A decrease in adopted capitalisation rate, adopted terminal yield or adopted discount rate will likely lead to an increase in fair value.
Charter Hall Group / 75
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
26 Related parties
(a) Parent entity
The parent entity of the Charter Hall Group is Charter Hall Limited. The parent entity of the Charter Hall Property Trust Group is the Charter Hall Property Trust.
(b) Controlled entities
Interests in controlled entities are set out in Note 27.
(c) Key management personnel
The following persons were considered key management personnel (excluding Non-Executive Directors) during the year:
Executive director
D Harrison
Other key management personnel
G Chubb
P Ford
S McMahon[ 1]
A Taylor
Former key management personnel
P Altschwager[ 2 ]
1 Commenced being key management personnel on 18 August 2016.
2 Ceased being key management personnel on 7 December 2016.
Below are the aggregate amounts paid or payable to key management personnel (including Non-Executive Directors):
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $ | $ | $ | $ | |
| Salary and fees | 3,988,438 | 6,561,264 | - | - |
| Non-Executive Director remuneration | 948,741 | 993,900 | - | - |
| Short-term incentives | 3,975,652 | 5,070,682 | - | - |
| Superannuation | 107,887 | 165,906 | - | - |
| Value of securities vested | 931,165 | 1,972,796 | - | - |
| Non-monetary benefits | 23,955 | 47,635 | - | - |
| Termination benefits | 893,344 | 1,112,400 | - | - |
| 10,869,182 | 15,924,583 | - | - |
Charter Hall Group / 76
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
26 Related parties (continued)
(d) Transactions with related parties
The following income was earned from related parties during the year:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $ | $ | $ | $ | |
| Associates | ||||
| Accounting cost recoveries | 7,320,825 | 7,000,934 | - | - |
| Marketing cost recoveries | 2,342,380 | 1,806,214 | - | - |
| Transaction and performance fees | 44,596,526 | 8,573,615 | - | - |
| Management and development fees | 63,449,515 | 53,178,149 | - | - |
| Property management fees and cost recoveries | 48,557,784 | 39,816,970 | - | - |
| Joint ventures | ||||
| Accounting cost recoveries | 658,290 | 427,524 | - | - |
| Marketing cost recoveries | 204,765 | 303,796 | - | - |
| Transaction and performance fees | 3,901,109 | 5,399,262 | - | - |
| Management and development fees | 11,004,826 | 5,332,194 | - | - |
| Property management fees and cost recoveries | 4,216,980 | 4,411,135 | - | - |
| Other | ||||
| Accounting cost recoveries | 1,603,926 | 1,485,338 | - | - |
| Marketing cost recoveries | 50,430 | 45,290 | - | - |
| Transaction and performance fees | 8,079,222 | 4,997,852 | - | - |
| Management and development fees | 10,619,575 | 7,853,635 | - | - |
| Property management fees and cost recoveries | 1,976,327 | 1,817,967 | - | - |
| Investment-related revenue | - | - | 10,300,164 | 20,310,647 |
The following balances arising through the normal course of business were due from related parties at balance date:
| Charter Hall Group | Charter Hall Property Trust Group |
|---|---|
| 2017 2016 $ $ |
2017 2016 |
| $ $ |
|
| Associates Management fee receivables 8,368,874 6,017,451 Other receivables 13,518,435 4,831,481 Joint ventures Management fee receivables 2,282,187 860,520 Other receivables 1,180,909 423,351 Other Management fee receivables 682,148 677,194 Other receivables 1,412,695 1,132,936 |
|
| - - |
|
| - - |
|
| - - |
|
| - - |
|
| - - |
|
| - - |
Charter Hall Group / 77
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
26 Related parties (continued)
(e) Loans to/(from) related parties
for the year ended 30 June 2017 26 Related parties (continued) (e) Loans to/(from)relatedparties |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust | Group | |||
| 2017 | 2016 | 2017 | 2016 | |
| $ | $ | $ | $ | |
| Loans to joint ventures | ||||
| Opening balances | 6,500,000 | 6,500,000 | - | - |
| Loans advanced | 2,000,000 | 9,144,662 | - | 9,144,662 |
| Loan repayments received | - | (9,144,662) | - | (9,144,662) |
| Closing balance | 8,500,000 | 6,500,000 | - | - |
| Loans to other related parties | ||||
| Opening balances | 2,585,658 | - | 2,585,658 | - |
| Loans advanced | 19,398,622 | 2,585,658 | 19,398,622 | 2,585,658 |
| Loan repayments received | (21,234,280) | - | (21,234,280) | - |
| Closing balance | 750,000 | 2,585,658 | 750,000 | 2,585,658 |
| Loans to Charter Hall Limited | ||||
| Opening balance | - | - | 139,860,499 | 198,426,764 |
| Loans advanced | - | - | 397,896,815 | 203,960,533 |
| Loan repayments received | - | - | (473,320,830) | (275,450,051) |
| Interest charged | - | - | 8,738,212 | 12,923,253 |
| Closing balance | - | - | 73,174,696 | 139,860,499 |
No provisions for doubtful debts have been raised in relation to any outstanding balances.
The loan to CHL comprises an unsecured stapled loan maturing on 30 June 2021. Interest is charged on an arm’s length basis which, at 30 June 2017, amounted to a weighted average rate of 9.30% (June 2016: 9.97%).
(f) Fees paid to the Responsible Entity or its associates
Fees paid to the Responsible Entity of the Charter Hall Property Trust, and its associates, by the Charter Hall Property Trust Group amounted to $1,382,000 (2016: $1,193,000). At 30 June 2017, related fees payable amounted to $414,000 (2016: $311,000).
Charter Hall Group / 78
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
27 Controlled entities
The consolidated financial statements of the Charter Hall Group incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in Note 1(b):
(a) Details of controlled entities of the Charter Hall Group
| Country of | Principal | Class of | 2017 | 2016 | |
|---|---|---|---|---|---|
| Name of entity | incorporation | activity | securities | % | % |
| Controlled entities of Charter Hall Limited | |||||
| Charter Hall Holdings Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| CH La Trobe Trust | Australia | Property investment | Ordinary | 100 | 100 |
| Controlled entities of Charter Hall Holdings Pty | |||||
| Ltd | |||||
| Bieson Pty Limited | Australia | Trustee company | Ordinary | 100 | 100 |
| Charter Hall Nominees Pty Limited | Australia | Trustee company | Ordinary | 100 | 100 |
| Charter Hall Asset Services Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Development Services Pty Ltd | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Direct Property Management Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
| Charter Hall Escrow Agent Pty Limited | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall Funds Management Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
| Charter Hall Holdings Investment Trust | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall Holdings Real Estate Pty Limited | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall International Office Pty Limited | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall Investment Management Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
| Charter Hall (NZ) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Office Collins Street Pty Limited | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall Office Investments Pty Limited | Australia | Holding company | Ordinary | 100 | 100 |
| Charter Hall Opportunity Fund No.5 | Australia | Property development | Ordinary | 100 | - |
| Charter Hall Opportunity Fund No.5 Bringelly Trust | Australia | Property development | Ordinary | 100 | - |
| Charter Hall Wholesale Management Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
| Charter Hall Real Estate Inc | USA | Property management | Ordinary | 100 | 100 |
| CHREI US Office LLC | USA | Property management | Ordinary | 100 | 100 |
| CHREI US Retail LLC | USA | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Europe Limited | UK | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (ACT) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (NSW) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (QLD and NT) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (SA) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (TAS) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (VIC) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Real Estate Management Services | |||||
| (WA) Pty Limited | Australia | Property management | Ordinary | 100 | 100 |
| Charter Hall Retail Management Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
| Visokoi Pty Limited | Australia | Trustee company | Ordinary | 100 | 100 |
| Votraint No.1622 Pty Limited | Australia | Trustee company | Ordinary | 100 | 100 |
| Charter Hall WALE Limited | Australia | Responsible entity | Ordinary | 100 | 100 |
Charter Hall Group / 79
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
27 Controlled entities (continued)
| Country of | Principal | Class of | 2017 | 2016 | |
|---|---|---|---|---|---|
| Name of entity | incorporation | activity | securities | % | % |
| Controlled entities of Charter Hall Property Trust | |||||
| Charter Hall Co-Investment Trust1 | Australia | Property investment | Ordinary | 100 | 100 |
| CHC CDC Holding Trust | Australia | Property investment | Ordinary | 100 | 100 |
| CHPT RP2 Trust | Australia | Property investment | Ordinary | 100 | 100 |
| CHPT Dandenong Trust | Australia | Property investment | Ordinary | - | 100 |
| Charter Hall Direct Consumer Staples Fund | Australia | Property investment | Ordinary | 100 | - |
| DCSF NZ Trust | New Zealand | Propertyinvestment | Ordinary | 100 | - |
1 Charter Hall Co-Investment Trust is an entity which was set up by Charter Hall Property Trust to hold its investments in Charter Hall Retail REIT (CQR), Charter Hall Office Trust (CHOT), BP Fund 1 (BP1), BP Fund 2 (BP2), Core Logistics Partnership (CLP), TTP Wholesale Fund (TTP), Retail Partnership No.6 Trust (RP6), Charter Hall Prime Retail Fund (CPRF), Brisbane Square Wholesale Fund (BSWF) and Charter Hall Long WALE REIT (CLW).
(b) Details of controlled entities of the Charter Hall Property Trust Group
| Country of | Principal | Class of | 2017 | 2016 | |
|---|---|---|---|---|---|
| Name of entity | incorporation | activity | securities | % | % |
| Controlled entities of Charter Hall Property Trust | |||||
| Charter Hall Co-Investment Trust1 | Australia | Property investment | Ordinary | 100 | 100 |
| CHC CDC Holding Trust | Australia | Property investment | Ordinary | 100 | 100 |
| CHPT RP2 Trust | Australia | Property investment | Ordinary | 100 | 100 |
| CHPT Dandenong Trust | Australia | Property investment | Ordinary | - | 100 |
| Charter Hall Direct Consumer Staples Fund | Australia | Property investment | Ordinary | 100 | - |
| DCSF NZ Trust | New Zealand | Propertyinvestment | Ordinary | 100 | - |
1 Charter Hall Co-Investment Trust is an entity which was set up by Charter Hall Property Trust to hold its investments in Charter Hall Retail REIT (CQR), Charter Hall Office Trust (CHOT), BP Fund 1 (BP1), BP Fund 2 (BP2), Core Logistics Partnership (CLP), TTP Wholesale Fund (TTP), Retail Partnership No.6 Trust (RP6), Charter Hall Prime Retail Fund (CPRF), Brisbane Square Wholesale Fund (BSWF) and Charter Hall Long WALE REIT (CLW).
Charter Hall Group / 80
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates
(a) Carrying amounts
Information relating to associates is set out below. All associates are incorporated and operate in Australia.
Unless otherwise noted all associates have a 30 June year end.
| CHARTER HALL GROUP | Ownership Interest |
Carrying | amount | ||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Name of entity | Principal activity | % | % | $'000 | $'000 |
| Accounted for at fair value through profit or loss: 1 | |||||
| Unlisted | |||||
| Charter Hall Direct Industrial Fund No.42 | Property investment | 21.2 | - | 29,472 | - |
| Charter Hall Direct PFA Fund | Property investment | 0.1 | 0.1 | 218 | 208 |
| 29,690 | 208 | ||||
| Equity accounted | |||||
| Unlisted | |||||
| Charter Hall Prime Office Fund | Property investment | 10.5 | 10.7 | 236,426 | 183,301 |
| Charter Hall Office Trust3 | Property investment | 14.3 | 14.3 | 212,859 | 164,107 |
| Core Logistics Partnership | Property investment | 13.8 | 16.1 | 139,154 | 170,040 |
| Charter Hall Prime Industrial Fund | Property investment | 6.0 | 6.8 | 117,128 | 94,801 |
| Long WALE Investment Partnership4 | Property investment | 5.0 | - | 19,011 | - |
| Retail Partnership No.2 Trust | Property investment | 5.0 | 5.0 | 6,440 | 6,051 |
| Charter Hall Opportunity Fund No.55 | Property development | 100.0 | 16.7 | - | 6,337 |
| Charter Hall Opportunity Fund No.4 | Property development | - | 3.0 | - | 18 |
| Listed | |||||
| Charter Hall Retail REIT6 | Property investment | 18.6 | 14.3 | 321,171 | 226,716 |
| Charter Hall Long WALE REIT7 | Property investment | 20.0 | - | 165,971 | - |
| 1,218,160 | 851,371 | ||||
| Total investments in associates | 1,247,850 | 851,579 |
1 These investments comprise units in certain unlisted Charter Hall managed funds which have been designated at fair value through profit or loss. Changes in fair values of investments in associates at fair value through profit or loss are recorded in fair value adjustments in the consolidated statement of comprehensive income. Information about the Charter Hall Group and Charter Hall Property Trust Group’s material exposure to share and unit price risk is provided in Note 24.
2 Initial acquisition of DIF4 units in December 2016 was settled in a single transaction involving the simultaneous sale of CLP units to DIF4 for $20.0 million offset by advancing a loan to DIF4 of $9.7 million and acquisition of units for $6.4 million with the balance settled in cash. The loan was repaid progressively in December 2016 and January 2017 and the units redeemed in February 2017. CHC’s current holding of DIF4 units was acquired progressively in April and May 2017.
3 The entity has a 31 December balance date.
4 Reclassified from joint venture to associate on reduction of ownership to 14.8% and a change in voting arrangements. The reduction in ownership was settled by the sale of LWIP units to Charter Hall Long Wale REIT (CLW) for $152.2 million offset by acquisition of CLW units for $134.2 million with the balance settled in cash.
5 On 25 January 2017, CHL acquired 500 units of CHOF5 to increase the Group’s ownership to 100%. This investment has been consolidated since this date.
6 Fair value at the ASX closing price as at 30 June 2017 was $306.6 million (30 June 2016: $274.5 million).
7 Fair value at the ASX closing price as at 30 June 2017 was $171.2 (30 June 2016: n/a).
Charter Hall Group / 81
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
| CHARTER HALL PROPERTY TRUST GROUP | Ownership Interest |
Carrying | amount | ||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Name of entity | Principal activity | % | % | $'000 | $'000 |
| Accounted for at fair value through profit or loss: | |||||
| Unlisted | |||||
| Charter Hall Direct Industrial Fund No.41 | Property investment | 21.2 | - | 29,472 | - |
| Charter Hall Direct PFA Fund | Property investment | 0.1 | 0.1 | 218 | 208 |
| 29,690 | 208 | ||||
| Equity accounted | |||||
| Unlisted | |||||
| Charter Hall Prime Office Fund | Property investment | 10.0 | 10.0 | 223,028 | 171,359 |
| Charter Hall Office Trust2 | Property investment | 14.3 | 14.3 | 212,859 | 164,107 |
| Core Logistics Partnership | Property investment | 13.8 | 16.1 | 139,154 | 170,040 |
| Charter Hall Prime Industrial Fund | Property investment | 2.9 | 3.3 | 56,436 | 46,336 |
| Long WALE Investment Partnership3 | Property investment | 5.0 | - | 19,011 | - |
| Retail Partnership No.2 Trust | Property investment | 5.0 | 5.0 | 6,440 | 6,051 |
| Charter Hall Opportunity Fund No.5 | Property development | 7.5 | - | 3,171 | - |
| Listed | |||||
| Charter Hall Retail REIT4 | Property investment | 18.6 | 14.3 | 321,171 | 226,716 |
| Charter Hall Long WALE REIT5 | Property investment | 20.0 | - | 165,971 | - |
| 1,147,241 | 784,609 | ||||
| Total investments in associates | 1,176,931 | 784,817 |
1 Initial acquisition of DIF4 units in December 2016 was settled in a single transaction involving the simultaneous sale of CLP units to DIF4 for $20.0 million offset by advancing a loan to DIF4 of $9.7 million and acquisition of units for $6.4 million with the balance settled in cash. The loan was repaid progressively in December 2016 and January 2017 and the units redeemed in February 2017. CHC’s current holding of DIF4 units was acquired progressively in April and May 2017.
- 2 The entity has a 31 December balance date.
3 Reclassified from joint venture to associate on reduction of ownership to 14.8% and a change in voting arrangements. The reduction in ownership was settled by the sale of LWIP units to Charter Hall Long Wale REIT (CLW) for $152.2 million offset by acquisition of CLW units for $134.2 million with the balance settled in cash.
-
4 Fair value at the ASX closing price as at 30 June 2017 was $306.6 million (30 June 2016: $274.5 million).
-
5 Fair value at the ASX closing price as at 30 June 2017 was $171.2 (30 June 2016: n/a).
(b) Summarised movements in carrying amounts of associates accounted for at fair value through profit or loss
| (b) Summarised movements in carrying amounts of ass loss |
ociates accounted for at fair | ociates accounted for at fair | value through profit or | value through profit or |
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Opening balance | 208 | 65,535 | 208 | 65,535 |
| Investment | 35,900 | - | 35,900 | - |
| Net (loss)/gain on investment in associates at fair value | (17) | 4,016 | (17) | 4,016 |
| Disposal of units | (6,441) | (70,321) | (6,441) | (70,321) |
| Gain on disposal | 40 | 978 | 40 | 978 |
| Closing balance | 29,690 | 208 | 29,690 | 208 |
Charter Hall Group / 82
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
(c) Summarised movements in carrying amounts of equity accounted associates
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Opening balance | 851,371 | 655,980 | 784,609 | 592,722 |
| Investment | 288,726 | 153,530 | 280,899 | 152,890 |
| Share of profit after income tax | 192,814 | 123,029 | 185,151 | 115,799 |
| Distributions received/receivable | (72,152) | (53,163) | (68,173) | (48,797) |
| Share of movement in reserves | (450) | 47 | (450) | 47 |
| Return of capital | (32,797) | (32,176) | (32,773) | (32,176) |
| Disposal of units | (19,241) | - | (19,241) | - |
| Transfer of associate acquired as subsidiary1 | (7,330) | - | - | - |
| Transfer from investmentinjointventures 2 | 17,219 | 4,124 | 17,219 | 4,124 |
| Closing balance | 1,218,160 | 851,371 | 1,147,241 | 784,609 |
1 CHOF5 was reclassified in 2017 from associate to controlled entity on increase of ownership to 100%.
2 LWIP was reclassified in 2017 from joint venture to associate on reduction of ownership to 5% and a change in voting arrangements. Retail Partnership No.2 Trust was reclassified in 2016 from joint venture to associate on reduction of ownership to 5% and a change in voting arrangements.
Charter Hall Group / 83
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
(d) Summarised financial information for material associates
The tables below provide summarised financial information for the associates that are material to CHC and CHPT. Materiality is assessed on the investments’ contribution to Group income and net assets. The information presented reflects the amounts in the financial statements of the associates, not the Group’s proportionate share.
| Charter Hall | Core | Charter Hall | |||
|---|---|---|---|---|---|
| Charter Hall | Charter Hall | Prime Office | Logistics | Long WALE | |
| Office Trust | Retail REIT |
Fund | Partnership | REIT | |
| 2017 | $'000 | $'000 | $'000 | $'000 | $'000 |
| Summarised balance sheet: | |||||
| Current assets | 53,755 | 245,048 | 128,299 | 33,450 | 12,157 |
| Non-current assets | 2,589,298 | 2,462,227 | 2,986,262 | 1,318,442 | 1,180,468 |
| Current liabilities | 57,029 | 96,281 | 105,771 | 28,431 | 17,686 |
| Non-current liabilities | 1,098,983 | 936,450 | 742,761 | 321,572 | 357,553 |
| Net assets | 1,487,041 | 1,674,544 | 2,266,029 | 1,001,889 | 817,386 |
| Summarised statement of comprehensive income: | |||||
| Revenue | 146,941 | 215,462 | 202,155 | 97,819 | 45,550 |
| Profit for the year from continuing | |||||
| operations | 523,068 | 251,271 | 333,745 | 101,681 | 34,583 |
| Other comprehensive loss | (1) | (2,159) | - | - | - |
| Total comprehensive income | 523,067 | 247,858 | 333,745 | 101,681 | 34,583 |
| 2016 | |||||
| Summarised balance sheet: | |||||
| Current assets | 235,495 | 54,689 | 43,384 | 58,678 | - |
| Non-current assets | 2,120,610 | 2,394,257 | 2,388,833 | 1,463,573 | - |
| Current liabilities | 53,726 | 92,594 | 66,926 | 39,100 | - |
| Non-current liabilities | 1,156,704 | 824,074 | 626,083 | 430,200 | - |
| Net assets | 1,145,675 | 1,532,278 | 1,739,208 | 1,052,951 | - |
| Summarised statement of comprehensive income: | |||||
| Revenue | 213,540 | 211,855 | 159,920 | 93,206 | - |
| Profit for the year from continuing | |||||
| operations | 288,375 | 180,628 | 219,488 | 112,874 | - |
| Loss from discontinued operations | - | - | - | - | - |
| Other comprehensive income | 1,593 | - | - | - | - |
| Total comprehensive income | 289,968 | 180,628 | 219,488 | 112,874 | - |
Charter Hall Group / 84
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
(e) Reconciliation of net assets of associates to carrying amounts of equity accounted investments
| Charter Hall | Core | Charter Hall | |||
|---|---|---|---|---|---|
| Charter Hall | Charter Hall | Prime Office | Logistics | Long WALE | |
| Charter Hall Group | Office Trust | Retail REIT | Fund | Partnership | REIT |
| 2017 | $'000 | $'000 | $'000 | $'000 | $'000 |
| Net assets of associate | 1,487,041 | 1,674,544 | 2,266,029 | 1,001,889 | 817,386 |
| Group's share in % | 14.3 | 18.6 | 10.5 | 13.8 | 20.0 |
| Group's share in $ | 212,647 | 311,465 | 237,933 | 138,261 | 163,477 |
| Other movements not accounted for | |||||
| underthe equitymethod1 | 212 | 9,706 | (1,507) | 893 | 2,494 |
| Carrying amount | 212,859 | 321,171 | 236,426 | 139,154 | 165,971 |
| Movements in carrying amounts: | |||||
| Opening balance | 164,107 | 226,716 | 183,301 | 170,040 | - |
| Investment | - | 73,306 | 30,000 | - | 165,428 |
| Disposal | - | - | - | (19,241) | - |
| Share of profit after income tax | 74,799 | 42,637 | 34,812 | 15,231 | 7,192 |
| Other comprehensive loss | (8) | (442) | - | - | - |
| Distributions received/receivable | (10,309) | (21,046) | (11,687) | (9,833) | (6,649) |
| Return of capital | (15,730) | - | - | (17,043) | - |
| Closing balance | 212,859 | 321,171 | 236,426 | 139,154 | 165,971 |
| 2016 | |||||
| Net assets of associate | 1,145,675 | 1,532,278 | 1,739,208 | 1,052,951 | - |
| Group's share in % | 14.3 | 14.3 | 10.7 | 16.1 | - |
| Group's share in $ | 163,832 | 219,116 | 186,095 | 169,525 | - |
| Other movements not accounted for | |||||
| underthe equitymethod1 | 275 | 7,600 | (2,794) | 515 | - |
| Carrying amount | 164,107 | 226,716 | 183,301 | 170,040 | - |
| Movements in carrying amounts: | |||||
| Opening balance | 163,959 | 146,968 | 168,603 | 95,712 | - |
| Investment | - | 70,890 | - | 66,000 | - |
| Share of profit after income tax | 41,217 | 25,242 | 25,023 | 17,769 | - |
| Other comprehensive income/(loss) | 228 | (181) | - | - | - |
| Distributions received/receivable | (9,121) | (16,203) | (10,325) | (9,441) | - |
| Return on capital | (32,176) | - | - | - | - |
| Closing balance | 164,107 | 226,716 | 183,301 | 170,040 | - |
1 Other movements are primarily due to the funds issuing new units to external investors at a price above or below the underlying net assets of the fund or, for listed investments, where the Group has acquired units on market at a price different to the fund's NTA.
Charter Hall Group / 85
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
| Charter Hall | Core | Charter Hall | |||
|---|---|---|---|---|---|
| Charter Hall | Charter Hall | Prime Office | Logistics | Long WALE | |
| Charter Hall Property Trust | Office Trust | Retail REIT | Fund | Partnership | REIT |
| 2017 | $'000 | $'000 | $'000 | $'000 | $'000 |
| Net assets of associate | 1,487,041 | 1,674,544 | 2,266,029 | 1,001,889 | 817,386 |
| Group's share in % | 14.3 | 18.6 | 9.9 | 13.8 | 20.0 |
| Group's share in $ | 212,647 | 311,465 | 224,337 | 138,261 | 163,477 |
| Other movements not accounted for | |||||
| under the equity method1 | 212 | 9,706 | (1,309) | 893 | 2,494 |
| Carrying amount | 212,859 | 321,171 | 223,028 | 139,154 | 165,971 |
| Movements in carrying amounts: | |||||
| Opening balance | 164,107 | 226,716 | 171,359 | 170,040 | - |
| Investment | - | 73,306 | 30,000 | - | 165,428 |
| Disposal | - | - | - | (19,241) | - |
| Share of profit after income tax | 74,799 | 42,637 | 32,606 | 15,231 | 7,192 |
| Other comprehensive loss | (8) | (442) | - | - | - |
| Distributions received/receivable | (10,309) | (21,046) | (10,937) | (9,833) | (6,649) |
| Return of capital | (15,730) | - | - | (17,043) | - |
| Closing balance | 212,859 | 321,171 | 223,028 | 139,154 | 165,971 |
| 2016 | |||||
| Net assets of associate | 1,145,675 | 1,532,278 | 1,739,208 | 1,052,951 | - |
| Group's share in % | 14.3 | 14.3 | 10.0 | 16.1 | - |
| Group's share in $ | 163,832 | 219,116 | 173,921 | 169,525 | - |
| Other movements not accounted for | |||||
| under the equity method1 | 275 | 7,600 | (2,562) | 515 | - |
| Carrying amount | 164,107 | 226,716 | 171,359 | 170,040 | - |
| Movements in carrying amounts: | |||||
| Opening balance | 163,959 | 146,968 | 157,628 | 95,712 | - |
| Investment | - | 70,890 | - | 66,000 | - |
| Share of profit after income tax | 41,217 | 25,242 | 23,377 | 17,769 | - |
| Other comprehensive income/(loss) | 228 | (181) | - | - | - |
| Distributions received/receivable | (9,121) | (16,203) | (9,646) | (9,441) | - |
| Disposal | (32,176) | - | - | - | - |
| Closing balance | 164,107 | 226,716 | 171,359 | 170,040 | - |
1 Other movements are primarily due to the funds issuing new units to external investors at a price above or below the underlying net assets of the fund or, for listed investments, where the Group has acquired units on market at a price different to the fund's NTA.
Charter Hall Group / 86
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
28 Investments in associates (continued)
(f) Summarised financial information and movement in carrying amounts of other equity accounted associates The following table shows the Group’s share of the summarised profit and loss of equity accounted associates that are not material to the Group, and a reconciliation of the movement in the aggregated carrying amount of these investments.
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Aggregate amount of the Group's share of: | ||||
| Profit/(loss) from continuing operations | 18,138 | 3,340 | 12,687 | 3,424 |
| Total comprehensive income | 18,138 | 3,340 | 12,687 | 3,424 |
| Movements in aggregate carrying amount: | ||||
| Opening balance | 12,406 | 5,799 | 6,051 | - |
| Reclassification from material associates1 | 94,801 | - | 46,336 | - |
| Investment | 19,990 | 640 | 12,161 | - |
| Share of profit after income tax | 18,138 | 3,340 | 12,687 | 3,424 |
| Distributions received/receivable | (12,627) | (1,497) | (9,396) | (1,497) |
| Return of capital | (7,348) | - | - | - |
| Transfer from investments in joint ventures | 17,219 | 4,124 | 17,219 | 4,124 |
| Closing balance | 142,579 | 12,406 | 85,058 | 6,051 |
1 Charter Hall Prime Industrial Fund was reclassified from material associates during the year, as a result of the listing of the Charter Hall Long WALE REIT during the year ended 30 June 2017.
(g) Commitments and contingent liabilities of associates Charter Hall Office Trust’s (CHOT) capital expenditure contracted for at the reporting date but not recognised as liabilities was $18.1 million (2016: $16.3 million). In addition, CHOT’s share of significant capital expenditure contracted for at the reporting date but not recognised as liabilities through joint venture entities was $12.1 million (2016: $21.1 million).
CHOT has a contingent liability for a performance fee payable on 30 April 2020. As at 30 June 2017 this is estimated to be $84.6 million. This amount is reflected in the 30 June 2017 CHOT unit price and reflects 30 June 2017 independent valuations. Valuation movements between 30 June 2017 and 30 April 2020 will impact the final amount payable. It is noted that the contingent liability of $84.6 million is in addition to the interim performance fee of $12.9 million paid in May 2017 on sold properties.
Charter Hall Retail REIT (CQR) has entered into contracts for the acquisition, construction and development of properties in Australia. The commitments of CQR total $203.3 million (2016: $28.0 million). These commitments have not been recognised as liabilities in the consolidated financial statements of CQR.
Charter Hall Prime Office Fund’s capital expenditure contracted for at the reporting date but not recognised as liabilities was $85.2 million (2016: $83.8 million) relating to investment properties. These commitments include capital expenditure commitments of $10.6 million (2016: $25.2 million) relating to property development and $15.6 million relating to property settlements. In addition, the Fund’s share of the committed expenditure through investments in financial assets at fair value is $110.0 million (2016: $360.2 million).
Core Logistics Partnership’s capital expenditure contracted for at the reporting date but not recognised as liabilities was $33.1 million (2016: $92.4 million).
Charter Hall Long Wale REIT has a $49.4 million equity commitment to CH DC Fund being the balance owing on partially paid units. In addition, as at 30 June 2017, the REIT has a commitment under an unconditional agreement to acquire Bunnings, South Mackay QLD for $28.5 million.
Charter Hall Prime Industrial Fund’s capital expenditure contracted for at the reporting date but not recognised as liabilities was $276.7 million (2016: $102.2 million). In addition, the Fund has a $91.2 million (2016: $96.0 million) equity commitment to CH DC Fund being the balance owing on partially paid units.
Charter Hall Group / 87
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
29 Investments in joint ventures
(a) Carrying amounts
Information relating to joint ventures is set out below. All joint ventures are incorporated and operate in Australia.
Unless otherwise noted all associates have a 30 June year end.
Unless otherwise noted all associates have a |
30 June year end. |
||||
|---|---|---|---|---|---|
| **Ownership ** | interest | **Carrying ** | amount | ||
| Charter Hall Group | 2017 | 2016 | 2017 | 2016 | |
| Name of entity | Principal activity | % | % | $'000 | $'000 |
| Unlisted | |||||
| Brisbane Square Wholesale Fund | Property investment | 16.8 | - | 99,594 | - |
| Charter Hall Prime Retail Fund | Property investment | 38.0 | - | 44,834 | - |
| Retail Partnership No.6 Trust | Property investment | 20.0 | 20.0 | 34,251 | 32,249 |
| Commercial and Industrial Property Pty Ltd | Property development | 50.0 | 50.0 | 19,450 | 28,463 |
| BP Fund 11 | Property investment | 8.4 | 10.0 | 28,443 | 23,767 |
| BP Fund 21 | Property investment | 13.2 | 13.2 | 13,793 | 14,992 |
| Long WALE Investment Partnership 2 | Property investment | 10.0 | 10.0 | 10,108 | 8,433 |
| TTP Wholesale Fund (TTP)1 | Property investment | 10.0 | 10.0 | 7,997 | 7,603 |
| CIP CH (Bringelly) Pty Limited | Property development | 50.0 | - | - | - |
| Long WALE Investment Partnership2 | Property investment | - | 50.0 | - | 165,246 |
| CH DC Fund | Property development | - | 26.0 | - | 4,603 |
| 258,470 | 285,356 |
1 These funds comprise the Long WALE Hardware Partnership. During the period there was a $2.0 million capital distribution from BP Fund 2 which was settled by a simultaneous capital call in the BP Fund. 2
Reclassified from joint venture to associate on reduction of ownership to 5.0% and a change in voting arrangements. The reduction in ownership was settled by the sale of LWIP units to CLW for $152.2 million offset by acquisition of CLW units for $134.2 million with the balance settled in cash.
| ownership was settled by the sale of LWIP balance settled in cash. |
units to CLW for $152.2 million of | fset by acquisitio | n of CLW units f | or $134.2 milli | on with the |
|---|---|---|---|---|---|
| **Ownership ** | interest | **Carrying ** | amount | ||
| Charter Hall Property Trust Group | 2017 | 2016 | 2017 | 2016 | |
| Name of entity | Principal activity | % | % | $'000 | $'000 |
| Unlisted | |||||
| Brisbane Square Wholesale Fund | Property investment | 16.8 | - | 99,594 | - |
| Charter Hall Prime Retail Fund | Property investment | 38.0 | - | 44,834 | - |
| Retail Partnership No.6 Trust | Property investment | 20.0 | 20.0 | 34,251 | 32,249 |
| BP Fund 11 | Property investment | 8.4 | 10.0 | 28,443 | 23,767 |
| BP Fund 21 | Property investment | 13.2 | 13.2 | 13,793 | 14,992 |
| Long WALE Investment Partnership 2 | Property investment | 10.0 | 10.0 | 10,108 | 8,433 |
| TTP Wholesale Fund (TTP)1 | Property investment | 10.0 | 10.0 | 7,997 | 7,603 |
| Long WALE Investment Partnership2 | Property investment | - | 50.0 | - | 165,246 |
| CH DC Fund | Property development | - | 26.0 | - | 4,603 |
| 239,020 | 256,893 |
1 These funds comprise the Long WALE Hardware Partnership. During the period there was a $2.0 million capital distribution from BP Fund 2 which was settled by a simultaneous capital call in the BP Fund.
2 Reclassified from joint venture to associate on reduction of ownership to 5.0% and a change in voting arrangements. The reduction in ownership was settled by the sale of LWIP units to CLW for $152.2 million offset by acquisition of CLW units for $134.2 million with the balance settled in cash.
Charter Hall Group / 88
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
29 Investments in joint ventures (continued)
(b) Summarised financial information and movements in carrying amounts
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Movements in aggregate carrying amount: | ||||
| Opening balance | 285,356 | 257,885 | 256,893 | 227,867 |
| Investment | 149,679 | 52,334 | 149,679 | 22,945 |
| Share of profit after income tax | 14,378 | 45,255 | 12,883 | 42,106 |
| Distributions received/receivable | (8,500) | (20,940) | (8,486) | (16,236) |
| Impairment of carrying amount | (10,494) | - | - | - |
| Return of capital | (1,973) | (198) | (1,973) | (198) |
| Disposal of units | (152,757) | (44,856) | (152,757) | (15,467) |
| Transfertoinvestmentsinassociates | (17,219) | (4,124) | (17,219) | (4,124) |
| Closing balance | 258,470 | 285,356 | 239,020 | 256,893 |
The Group’s investment in Commercial and Industrial Property Pty Ltd was impaired to its recoverable amount of $19.5 million, which was determined by reference to the investment’s fair value less costs of disposal. The main valuation inputs used were an EBIT of $8.9 million and earnings multiple of 8.1 times.
(c) Commitments and contingent liabilities of joint ventures
BP Fund 1’s capital commitments contracted for at the reporting date but not recognised as liabilities was $178.3 million (2016: $39.6 million) estimated to settle in September 2017.
BP Fund 2’s capital commitments contracted for at the reporting date but not recognised as liabilities was $70.9 million (2016: $nil) estimated to settle in September 2017.
30 Interests in unconsolidated structured entities
The Charter Hall Group considers its investments in associates and joint ventures to be unconsolidated structured entities. An unconsolidated structured entity is an entity where the Group’s voting rights are not the sole factor in determining whether control over an entity exists. Where the Group determines that control over an entity does not exist, the entity is recognised as an associate or joint venture of the Group for reporting purposes.
The activity and objective of the unconsolidated structured entities of the Group include property investment for annuity income and medium to long-term capital growth and/or development profit.
The aggregate of all the Group’s interests and maximum exposure to loss in unconsolidated structured entities, being the Group’s interests in associates and joint ventures, are included in the table below:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current assets | ||||
| Trade receivables | 1,025 | 508 | - | - |
| Distributions receivable | 27,432 | 24,379 | 26,344 | 21,768 |
| Loans to associates and joint ventures | 9,250 | 6,500 | - | - |
| Investments accounted for using the equity method | 144 | - | - | - |
| Total current assets | 37,851 | 31,387 | 26,344 | 21,768 |
| Non-current assets | ||||
| Investments in associates at fair value through profit or loss | 29,690 | 208 | 29,691 | 208 |
| Investments accounted for using the equity method | 1,477,295 | 1,136,727 | 1,376,432 | 1,041,502 |
| Total non-current assets | 1,506,985 | 1,136,935 | 1,406,123 | 1,041,710 |
| Total carrying amount of interests in unconsolidated | ||||
| structured entities | 1,544,836 | 1,168,322 | 1,432,467 | 1,063,478 |
| Total funds under management in unconsolidated | ||||
| structured entities | 18,388,650 | 14,462,645 | 18,375,700 | 14,294,852 |
Charter Hall Group / 89
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
30 Interests in unconsolidated structured entities (continued)
There are no additional arrangements that would expose the Charter Hall Group or Charter Hall Property Trust Group to losses beyond the carrying amounts.
During the year, the Charter Hall Group earned fees from structured entities in its capacity as investment manager. Refer to Note 26 for further information.
No financial support has been provided to the funds beyond the loans disclosed in the above table.
31 Commitments
(a) Lease commitments – Group as lessee
31 Commitments (a) Lease commitments – Group as lessee |
||||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Due within one year | 3,445 | 3,943 | - | - |
| Due between one and five years | 14,372 | 14,186 | - | - |
| Over fiveyears | 6,411 | 10,353 | - | - |
| 24,228 | 28,482 | - | - |
Commitments are payable in relation to non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities.
Capital commitments
Charter Hall Group
The Group had no contracted capital commitments as at 30 June 2017 (30 June 2016: $nil).
Charter Hall Property Trust Group
The Trust Group had no contracted capital commitments as at 30 June 2017 (30 June 2016: $nil).
32 Contingent liabilities
The Group did not have any contingent liabilities as at 30 June 2017 (30 June 2016: $nil) other than the bank guarantees of $14.3 million provided for under the bank facility (refer to Note 18(a)).
Charter Hall Group / 90
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
33 Security-based benefits expense
(a) Charter Hall - Performance Rights and Options Plan (PROP)
The performance rights and options are unquoted securities and conversion to stapled securities and vesting to executives are subject to service and performance conditions which are discussed in the Remuneration Report.
| Charter Hall Group and | 2014 | 2015 | 2016 | 2017 | Total |
|---|---|---|---|---|---|
| Charter Hall PropertyTrust Group | Number | Number | Number | Number | Number |
| Performance rights | |||||
| Rights issued 22/11/13 | 1,422,660 | - | - | - | 1,422,660 |
| Rights issued 19/12/14 | - | 1,051,804 | - | - | 1,051,804 |
| Rights issued 30/11/15 | - | - | 1,085,276 | - | 1,085,276 |
| Rights issued 25/11/16 | - | - | - | 998,453 | 998,453 |
| Performance rights issued | 1,422,660 | 1,051,804 | 1,085,276 | 998,453 | 4,558,193 |
| Number of rights forfeited/lapsed | |||||
| Prior years | (131,633) | (72,713) | (54,138) | - | (258,484) |
| Current year | (845,509) | (60,851) | (151,443) | (121,270) | (1,179,073) |
| Number of rights vested | |||||
| Prior years | - | - | - | - | - |
| Current year | (445,518) | - | - | - | (445,518) |
| Closing balance | - | 918,240 | 879,695 | 877,183 | 2,675,118 |
| Service rights | |||||
| Rights issued 22/11/13 | 403,582 | - | - | - | 403,582 |
| Rights issued 19/12/14 | - | 554,401 | - | - | 554,401 |
| Rights issued 30/11/15 | - | - | 409,195 | - | 409,195 |
| Rights issued 25/11/16 | - | - | - | 344,548 | 344,548 |
| Service rights issued | 403,582 | 554,401 | 409,195 | 344,548 | 1,711,726 |
| Number of rights forfeited/lapsed | |||||
| Prior years | (4,699) | - | - | - | (4,699) |
| Current year | - | - | (10,422) | (16,616) | (27,038) |
| Number of rights vested | |||||
| Prior years | (398,883) | (244,306) | (19,295) | - | (662,484) |
| Current year | - | (244,305) | (200,114) | - | (444,419) |
| Closing balance | - | 65,790 | 179,364 | 327,932 | 573,086 |
(b) PROP expense
Total expenses related to the PROP recognised during the year as part of employee benefit expense were as follows:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust Group | ||||
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Performance rights and optionplan | 1,414 | 2,081 | - | - |
All PROP expenses were recognised in operating expenses during the year (2016: $0.7 million of operating expenses and $1.4 million of non-operating expenses).
Charter Hall Group / 91
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
33 Security-based benefits expense (continued)
(c) Option inputs
The Black-Scholes or Monte Carlo method, as applicable, is utilised for valuation and accounting purposes. The model inputs for the PROP issued during FY 2014 through FY 2017 to assess the fair value are as follows:
| Performance rights | |||||
|---|---|---|---|---|---|
| Grant date | 20/11/2013 | 20/11/2013 | 19/12/2014 | 30/11/2015 | 25/11/2016 |
| Stapled security price at grant date | $ 3.68 | $ 3.68 | $ 4.68 | $ 4.47 | $ 4.55 |
| Opening TSR measurement price | $ 2.34 | $ 3.89 | $ 4.23 | $ 4.64 | $ 5.11 |
| Fair value of right | $ 1.42 | $ 1.11 | $ 2.09 | $ 1.41 | $ 1.39 |
| Expected price volatility | 30.4% | 30.4% | 30.4% | 24.0% | 21.2% |
| Risk-free interest rate | 2.9% | 3.0% | 2.5% | 2.1% | 1.9% |
| Service rights | |||||
| Grant date | 20/11/2013 | 19/12/2014 | 19/12/2014 | 30/11/2015 | 25/11/2016 |
| Stapled security price at grant date | $ 3.68 | $ 4.68 | $ 4.68 | $ 4.47 | $ 4.55 |
| Fair value of right | $ 3.42 | $ 4.28 | $ 4.36 | $ 4.37 | $ 4.26 |
| Expected price volatility | 27.4% | 26.5% | 24.6% | 25.4% | 21.8% |
| Risk-free interest rate | 2.6% | 2.5% | 2.5% | 2.0% | 1.8% |
(d) Charter Hall General Employee Security Plan (GESP)
During the year, eligible employees received up to $1,000 (2016: $1,000) in stapled securities which vested immediately on issue but are held in trust until the earlier of the completion of three years’ service or termination. An expense of $350,000 (2016: $325,000) was recognised in relation to this plan during the year.
34 Parent entity financial information
(a) Summary financial information
The individual financial statements for the parent entity of the Charter Hall Group, being Charter Hall Limited, and the Charter Hall Property Trust Group, being the Charter Hall Property Trust, show the following aggregate amounts:
| Charter Hall Limited | Charter Hall Limited | Charter Hall Property Trust | Charter Hall Property Trust | |
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Balance sheet | $'000 | $'000 | $'000 | $'000 |
| Current assets | 8,986 | 8,036 | 62,631 | 56,276 |
| Totalassets | 177,539 | 204,671 | 1,300,926 | 1,081,246 |
| Current liabilities | 85,899 | 116,507 | 73,166 | 56,557 |
| Total liabilities | 85,899 | 116,507 | 73,166 | 56,557 |
| Shareholders' equity | ||||
| Issued capital | 232,123 | 204,049 | 1,456,853 | 1,201,359 |
| Accumulatedlosses | (140,483) | (115,884) | (229,093) | (176,670) |
| Net equity | 91,640 | 88,165 | 1,227,760 | 1,024,689 |
| Profit/(loss) for theyear | 20,013 | (3,572) | 52,729 | 58,721 |
| Total comprehensiveprofit/(loss) for theyear | 20,013 | (3,572) | 52,729 | 58,721 |
Notwithstanding the net current liability, Charter Hall Limited has been prepared on a going concern basis. Charter Hall Limited has net assets of $91.6 million and substantial cash and cash equivalents, held within Charter Hall Holdings Pty Ltd (CHH) with which Charter Hall Limited is party to a deed of cross guarantee (refer to note 35), to support liquidity.
Notwithstanding the net current liability, Charter Hall Property Trust has been prepared on a going concern basis. Charter Hall Property Trust has total net assets of $1.2 billion, and liquidity through the inter-staple loan with Charter Hall Limited.
(b) Contingent liabilities of the parent entity
Charter Hall Limited and Charter Hall Property Trust had no contingent liabilities as at 30 June 2017 (30 June 2016: $nil) other than the bank guarantees of $14.3 million provided for under the bank facility held by Charter Hall Property Trust (refer to Note 18(a)).
(c) Contractual commitments
As at 30 June 2017, Charter Hall Limited and Charter Hall Property Trust had no contractual commitments (2016: $nil).
Charter Hall Group / 92
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
35 Deed of cross guarantee
Charter Hall Group
Charter Hall Limited and its wholly owned subsidiary, Charter Hall Holdings Pty Ltd (CHH), are parties to a deed of cross guarantee under which each company guarantees the debts of the other. By entering into the deed, CHH has been relieved from the requirement to prepare financial statements and a directors’ report under ASIC Instrument 2016/785 issued by the Australian Securities and Investments Commission.
(a) Consolidated statement of comprehensive income and summary of movements in consolidated accumulated losses
The above companies represent a ‘closed group’ for the purposes of the Instrument and, as there are no other parties to the deed of cross guarantee that are controlled by Charter Hall Limited, they also represent the ‘extended closed group’.
Set out as follows is a consolidated statement of comprehensive income and a summary of movements in consolidated accumulated losses for the year of the closed group consisting of Charter Hall Limited and Charter Hall Holdings Pty Ltd.
| Restated | ||
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Statement of comprehensive income | ||
| Revenue | 205,729 | 145,055 |
| Depreciation | (3,475) | (2,604) |
| Finance costs | (9,947) | (12,937) |
| Foreign exchange (loss)/gain | (156) | 153 |
| Share of net gain of associates accounted for using the equity method | 2,493 | 3,066 |
| Amortisation and impairment of intangibles | (5,142) | (8,517) |
| Other expenses | (131,154) | (106,217) |
| Profit/(loss) before income tax | 58,348 | 17,999 |
| Income tax benefit | (23,614) | 545 |
| Profit/(loss) for theyear | 34,734 | 18,544 |
| Summary of movements in consolidated accumulated losses | ||
| Accumulated losses at the beginning of the financial year | (99,557) | (118,101) |
| Profit for theyear | 34,734 | 18,544 |
| Accumulated losses at the end of the financialyear | (64,823) | (99,557) |
Charter Hall Group / 93
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
35 Deed of cross guarantee (continued)
(b) Balance sheet
Set out below is a consolidated balance sheet of the closed group consisting of Charter Hall Limited and Charter Hall Holdings Pty Ltd.
| Set out below is a consolidated balance sheet of the closed group consisting of C Pty Ltd. |
harter Hall Limited and Charter Ha | ll Holdings |
|---|---|---|
| Restated | ||
| 2017 | 2016 | |
| $'000 | $'000 | |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 117,466 | 92,912 |
| Trade and other receivables | 44,756 | 35,989 |
| Total current assets | 162,222 | 128,901 |
| Non-current assets | ||
| Trade and other receivables | 824 | 829 |
| Investments accounted for using the equity method | 59,078 | 34,819 |
| Investment in associates at fair value through profit or loss | 15,074 | 15,074 |
| Investments in controlled entities | 55,662 | 49,662 |
| Property, plant and equipment | 18,764 | 14,855 |
| Intangible assets | 65,400 | 69,743 |
| Total non-current assets | 214,802 | 195,847 |
| Total assets | 377,024 | 324,748 |
| Liabilities | ||
| Current liabilities | ||
| Trade and other payables | 46,695 | 25,000 |
| Provisions | 1,892 | 1,680 |
| Total current liabilities | 48,587 | 26,680 |
| Non-current liabilities | ||
| Trade and other payables | 6,479 | 5,193 |
| Loans from Charter Hall Property Trust | 129,665 | 158,398 |
| Deferred tax liabilities | 7,358 | 4,048 |
| Provisions | 1,303 | 1,334 |
| Total non-current liabilities | 144,805 | 179,838 |
| Total liabilities | 193,392 | 206,518 |
| Net assets | 183,633 | 118,230 |
| Equity | ||
| Contributed equity | 291,405 | 263,320 |
| Reserves | (42,948) | (45,533) |
| Accumulated losses | (64,824) | (99,557) |
| Total equity | 183,633 | 118,230 |
Charter Hall Group / 94
Notes to the consolidated financial statements (continued)
for the year ended 30 June 2017
36 Events occurring after the reporting date
The following event has occurred subsequent to 30 June 2017:
- In August 2017, the CHPT $125 million debt facility was extended by two years with the maturity date changing to August 2020.
Except for the matters discussed above, no other matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect:
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(a) The Group’s operations in future financial years; or
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(b) The results of those operations in future financial years; or
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(c) The Group’s state of affairs in future financial years.
Charter Hall Group / 95
Directors’ declaration to securityholders
for the year ended 30 June 2017
In the opinion of the Directors of Charter Hall Limited (Company), and the Directors of the Responsible Entity of Charter Hall Property Trust (Trust), Charter Hall Funds Management Limited (collectively referred to as the Directors):
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(a) the financial statements and notes of Charter Hall Limited and its controlled entities including Charter Hall Property Trust and its controlled entities (Charter Hall Group) and Charter Hall Property Trust and its controlled entities (Charter Hall Property Trust Group) set out on pages 37 to 94 are in accordance with the Corporations Act 2001 , including:
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(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(ii) giving a true and fair view of Charter Hall Group’s and Charter Hall Property Trust Group’s financial position as at 30 June 2017 and of their performance for the year ended on that date; and
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(b) there are reasonable grounds to believe that both Charter Hall Limited and the Charter Hall Property Trust will be able to pay their debts as and when they become due and payable; and
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(c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 35 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 described in Note 35.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Managing Director and Group CEO and Joint Acting Chief Financial Officers required by section 295A of the Corporations Act 2001 .
This declaration is made in accordance with a resolution of the Directors.
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David Clarke Chair Sydney 23 August 2017
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Independent auditor’s report
To the securityholders of Charter Hall Limited and Charter Hall Property Trust
Report on the audit of the financial reports
Our opinion
In our opinion:
The accompanying financial reports of Charter Hall Group and Charter Hall Property Trust Group are in accordance with the Corporations Act 2001 , including:
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(a) giving a true and fair view of Charter Hall Group's and Charter Hall Property Trust Group’s financial positions as at 30 June 2017 and of their financial performance for the year then ended
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(b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
What we have audited
We have audited the accompanying financial reports of Charter Hall Group and Charter Hall Property Trust Group which comprise:
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the consolidated balance sheets as at 30 June 2017
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the consolidated statements of comprehensive income for the year then ended
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the consolidated statement of changes in equity – Charter Hall Group for the year then ended
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the consolidated statement of changes in equity – Charter Hall Property Trust Group for the year then ended
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the consolidated cash flow statements for the year then ended
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the notes to the consolidated financial statements, which include a summary of significant accounting policies
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the directors’ declaration for Charter Hall Group and Charter Hall Property Trust Group.
The Charter Hall Group comprises Charter Hall Limited and the entities it controlled at year’s end or from time to time during the financial year and Charter Hall Property Trust and the entities it controlled at year’s end or from time to time during the financial year. The Charter Hall Property Trust Group comprises Charter Hall Property Trust and the entities it controlled at year’s end or from time to time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial reports section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
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Independence
We are independent of Charter Hall Group and Charter Hall Property Trust Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial reports in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial reports as a whole, taking into account the operational and management structure of Charter Hall Group and Charter Hall Property Trust Group, their accounting processes and controls and the industry in which they operate.
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Materiality
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For the purpose of our audit of Charter Hall Group we used overall materiality of $7.5 million, which represents approximately 5% of Charter Hall Group’s operating earnings.
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We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole.
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We chose operating earnings (an adjusted profit metric) as the benchmark because, in our view, it is a generally accepted industry metric against which the performance of Charter Hall Group is regularly measured.
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We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable profit-related materiality thresholds.
Audit Scope
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Our audit focused on where the directors made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.
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The group audit team identified separate components of Charter Hall Group and Charter Hall Property Trust
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Group representing individually financially significant equity accounted investments and instructed component audit teams to perform audit procedures on those components.
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At the group level, procedures were performed over group transactions, other financial statement line items and financial report disclosures.
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The work performed by component audit teams, together with the additional procedures performed at the group level provided us with sufficient evidence for our opinion on the financial reports as a whole.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial reports for the current period. The key audit matters were addressed in the context of our audit of the Charter Hall Group and Charter Hall Property Trust Group financial reports as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit, Risk and Compliance Committee.
Key audit matter How our audit addressed the key audit matter Investments accounted for using the equity method (Refer to note 11) Charter Hall Group and Charter Hall Property Trust To assess the carrying amount and classification of Group invest in certain underlying funds managed by the Investments accounted for using the equity method Charter Hall Group. These funds comprise listed and our audit included the following procedures: unlisted funds which invest in a range of office, industrial, retail and diversified property portfolios.
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Updating our understanding of market conditions relating to the investments and discussing with management the particular circumstances affecting the investments
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Reperforming the equity method of accounting calculations for a sample of material investments by reference to underlying investee financial information
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For a sample of material acquisitions made during the year, we agreed transaction details to appropriate source documents and considered the relevant accounting classification of the investment in accordance with Australian Accounting Standards
These investments are typically classified as Associates or Joint Ventures as the investor is considered to have significant influence or joint control. Charter Hall Group also holds an equity accounted investment in an unlisted property development company, Commercial and Industrial Property Pty Limited (CIP).
Investments in Associates and Joint Ventures contribute a significant proportion of total income and total assets. Given the significance of these investments to the results and balance sheets, we consider this to be a key audit matter. These investments are presented in the Consolidated Statements of Comprehensive Income and Consolidated Balance Sheets respectively as follows:
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Assessed the carrying value of a sample of equity accounted investments for impairment indicators by reference to the investor’s share of the investee’s net assets or market capitalisation for listed investments as appropriate.
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Share of net profit of investments accounted for using the equity method (Charter Hall Group $207 million and Charter Hall Property Trust Group $198 million)
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Investments accounted for using the equity method (Charter Hall Group $1,477 million and Charter Hall Property Trust Group $1,386 million).
Together with PwC internal valuation experts we considered the Group’s impairment assessment of its investment in CIP and assessed the key estimates and assumptions adopted by the Group in performing
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| Key audit matter | How our audit addressed the key audit matter | |
|---|---|---|
| Australian Accounting Standards require that these | that assessment. | |
| investments are initially recognised at cost and adjusted | ||
| thereafter for the post-acquisition change in the | ||
| investor’s share of the investee’s total comprehensive | ||
| income and distributions. | ||
| Revenue recognition - Charter Hall Group | ||
| (Refer to note 4) | ||
| Charter Hall Group revenue for the year ended 30 June 2017 was $213 million. This revenue is substantially derived from funds management activities and comprises recurring and non-recurring fee revenue. |
Our procedures included evaluating the design and implementation of relevant controls relating to the recognition and measurement of revenue. |
|
| Recurring fee revenue includes fund management fees, | ||
| property management fees and expense recoveries. Non- | We recalculated revenue for a sample of fees based on | |
| recurring fee revenue includes transaction and | management agreements or trust constitutions and | |
| performance fees. | traced a sample of receipts to bank statements as | |
| appropriate. |
We considered revenue recognition to be a key audit matter due to the:
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increased judgement and complexity in relation to the recognition and measurement of performance fees
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financial significance of revenue to the Charter Hall Group results.
Intangible assets – management rights –
Charter Hall Group
(Refer to note 13)
Charter Hall Group’s intangible assets comprise management rights in relation to four of the Group’s managed funds. These assets had a carrying value of $65 million at 30 June 2017.
Other than the Charter Hall Office Trust management rights, these management rights are considered to have indefinite useful lives and accordingly an annual impairment test is required by Australian Accounting Standards.
Charter Hall Group performed an impairment test for each of the management rights assets with indefinite useful lives by calculating the value in use of each asset. These tests require judgement in relation to key assumptions which are applied to future revenue forecasts. The key assumptions used include growth rates, discount rates and terminal value multipliers. As a
For a sample of impairment tests performed by the Charter Hall Group over management rights assets with indefinite useful lives, our audit included the following procedures:
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We evaluated cash flow forecasts and the process by which they were developed, including performing tests over the mathematical accuracy of the underlying calculations and comparing forecasts to approved budgets
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We compared the current year (2017) results with figures included in the forecasts made in the prior period (2016) to assess the historical reliability of management’s forecasting process
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We obtained input from PwC valuation experts and considered the methodology applied and assessed the appropriateness of key
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| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| result of the judgement required in determining key | assumptions used. |
| assumptions, we considered this to be a key audit matter. | We also considered whether there were any |
| The impairment tests performed by Charter Hall Group | impairment indicators in relation to the Group’s |
| at 30 June 2017 supported the carrying value of each | management rights held over the Charter Hall Office |
| management rights asset. | Trust by reference to the underlying performance of |
| the Fund and related fee revenue. | |
| The Charter Hall Group also performed an assessment of | |
| the carrying amount of the management rights in relation | |
| to Charter Hall Office Trust for impairment indicators at | |
| 30 June 2017 and determined that there were no | |
| impairment indicators. |
Other information
The directors are responsible for the other information. The other information comprises the Directors’ Report (but does not include the financial report and our auditor’s report thereon), which we obtained prior to the date of this auditor's report. We also expect other information which will be included in the Annual Report to be made available to us after the date of this auditor’s report, including the Chair’s Report, MD and Group CEO’s letter, Corporate Governance Statement, Securityholder Analysis and other information on the performance of the Group for the year.
Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the other information not yet received as identified above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take.
Responsibilities of the directors for the financial reports
The directors of Charter Hall Limited and the directors of Charter Hall Funds Management Limited, the Responsible Entity of Charter Hall Property Trust (collectively referred to as “the directors”) are responsible for the preparation of financial reports that give a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of financial reports that give a true and fair view and are free from material misstatement, whether due to fraud or error.
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In preparing the financial reports, the directors are responsible for assessing the groups’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Groups or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial reports
Our objectives are to obtain reasonable assurance about whether the financial reports as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 18 to 33 of the directors’ report for the year ended 30 June 2017.
In our opinion, the remuneration report of Charter Hall Limited for the year ended 30 June 2017 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of Charter Hall Limited 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.
PricewaterhouseCoopers
Wayne Andrews Partner
Sydney 23 August 2017