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CHARTER HALL GROUP — Interim / Quarterly Report 2018
Feb 21, 2018
64645_rns_2018-02-21_d835d9d6-c5c7-4e46-bd4b-540df293c786.pdf
Interim / Quarterly Report
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Appendix 4D Interim Financial Report
Page 1
APPENDIX 4D
Interim Financial Report for the half year ended 31 December 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)
This Appendix 4D should be read in conjunction with the interim financial report of the Charter Hall Group for the half year ended 31 December 2017.
Results for announcement to the market
| 6 months to 6 months to Variance 31 December 31 December 2017 2016 $m $m (%) |
|
|---|---|
| Revenue 1 | 130.5 110.9 17.7 |
| Profit after tax attributable to stapled securityholders of Charter Hall Group |
120.6 173.3 (30.4) |
| Operating earnings attributable to stapled securityholders 2 | 95.1 80.8 17.7 |
-
1 Gross revenue does not include share of net profits of associates and joint ventures of $77.0 million (2016: $136.6 million).
-
2 Operating earnings is a financial measure which represents statutory profit after tax adjusted for proportionately consolidated fair value adjustments, gains or losses on sale of investments, performance fees expense, 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.
A reconciliation of the Group’s operating earnings to statutory profit is provided in Note 3 of the interim financial report.
| 6 months to 31 December 2017 cps |
6 months to Variance 31 December 2016 cps (%) |
6 months to Variance 31 December 2016 cps (%) |
|
|---|---|---|---|
| Basic statutory earnings per stapled security attributable to stapled securityholders |
25.9 | 42.0 (38.3) |
|
| Diluted statutory earnings per stapled security attributable to stapled securityholders |
25.8 | 41.7 (38.1) |
|
| Operating earnings per stapled security attributable to stapled securityholders |
20.4 | 19.6 4.1 |
|
| Distributions | 6 months to 31 December 2017 |
6 months to 31 December 2016 |
|
| Final distribution in respect of a: CHPT unit CHL share Interim distribution in respect of a: CHPT unit CHLshare |
- - 9.4¢ 6.2¢ |
- - 14.4¢ - |
|
| Total Record date for determining entitlements to the distribution Payment date |
15.6¢ | 14.4¢ | |
| 31 December 2017 | |||
| 28 February2018 |
Appendix 4D Interim 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 half year of $120.6 million compared to $173.3 million for the half year ended 31 December 2016.
Operating earnings amounted to $95.1 million for the half year compared to $80.8 million in 2016, an increase of 17.7% over the prior half year.
Net Tangible Assets
| Net Tangible Assets | ||
|---|---|---|
| Net tangible assets(NTA) per stapled security 1 | As at 31 December 2017 |
As at 30 June 2017 |
| $3.69 | $3.60 |
- 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 31 December 2017 is 465.8 million (30 June 2017: 465.8 million).
Control gained or lost over entities during the half year
The following changes in control occurred within the Group during the half year:
- Charter Hall Real Estate Europe Limited (wholly owned entity dissolved on 4 July 2017).
Details of Associates and Joint Venture entities
Refer attached interim financial report (Note 7: Investments accounted for using the equity method).
Other significant information
For additional information regarding the results of Charter Hall Group for the half year ended 31 December 2017 please refer to the Half Year Results – ASX Media Announcement and the 2018 Half Year Results Presentation lodged with the ASX. Attached with this Appendix 4D is a copy of the interim financial report for the half year ended 31 December 2017.
Accounting standards used by foreign entities
International Financial Reporting Standards.
Segment results
Refer attached interim 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 Interim Financial Report and other information for the half year ended 31 December 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 interim 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 31 December 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
| Directors’ Report .................................................................................................................................................................. 4 |
|---|
| Auditor’s Independence Declaration .................................................................................................................................. 10 |
| Consolidated Statements of Comprehensive Income ........................................................................................................ 11 |
| Consolidated Statements of Comprehensive Income (continued) ..................................................................................... 12 |
| Consolidated balance sheets ............................................................................................................................................. 13 |
| Consolidated statement of changes in equity – Charter Hall Group .................................................................................. 14 |
| Consolidated statement of changes in equity – Charter Hall Property Trust Group ........................................................... 15 |
| Consolidated cash flow statements ................................................................................................................................... 16 |
| Notes to the consolidated financial statements .................................................................................................................. 17 |
| 1 Summary of significant accounting policies ............................................................................................................... 17 |
| 2 Critical accounting estimates and judgements .......................................................................................................... 17 |
| 3 Segment information ................................................................................................................................................. 18 |
| 4 Revenue .................................................................................................................................................................... 21 |
| 5 Distributions paid and payable .................................................................................................................................. 21 |
| 6 Earnings per stapled security .................................................................................................................................... 22 |
| 7 Investments in associates and joint ventures ............................................................................................................ 23 |
| 8 Investment properties ................................................................................................................................................ 25 |
| 9 Intangible assets ....................................................................................................................................................... 25 |
| 10 Interest bearing liabilities ........................................................................................................................................... 26 |
| 11 Contributed equity ..................................................................................................................................................... 27 |
| 12 Non-controlling interests ........................................................................................................................................... 27 |
| 13 Fair value measurement ........................................................................................................................................... 28 |
| 14 Commitments ............................................................................................................................................................ 29 |
| 15 Contingent liabilities .................................................................................................................................................. 29 |
| 16 Events occurring after the reporting date .................................................................................................................. 29 |
| Directors’ declaration to securityholders ............................................................................................................................ 30 |
| Independent Auditor’s Report ............................................................................................................................................ 31 |
Charter Hall Group / 4
Directors’ Report
for the half year ended 31 December 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 interim financial report of the Charter Hall Group (Group or CHC) and the consolidated interim financial report of the Charter Hall Property Trust Group (CHPT) for the half year ended 31 December 2017, and the Independent Auditor’s Report thereon. The interim 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 half 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
-
David Ross - Non-Executive Independent Director
Principal activities
During the half 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 half year.
Distributions - Charter Hall Group
Distributions paid/declared to stapled securityholders during the half year were as follows:
| 31 Dec | 31 Dec |
|
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Interim ordinary dividend of 6.2 cents and interim ordinary distribution of 9.4 | ||
| cents per stapled security for the six months ended 31 December 2017 payable on 28 February 2018 |
72,661 | - |
| Interim ordinary distribution for the six months ended 31 December 2016 | ||
| of 14.4 centsper stapled security paid on 28 February2017 | - | 59,431 |
| Total distributionspaid andpayable to stapled securityholders | 72,661 | 59,431 |
Review and results of operations
The Group recorded a statutory profit after tax attributable to stapled securityholders for the half year to 31 December 2017 of $120.6 million compared to a profit of $173.3 million for the half year ended 31 December 2016.
Operating earnings amounted to $95.1 million for the half year to 31 December 2017, compared to $80.8 million for the half year ended 31 December 2016, an increase of 17.7%. Operating earnings is split between property investments of $51.0 million (31 December 2016: $41.3 million) and property funds management of $44.2 million (31 December 2016: $39.4 million).
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.
Charter Hall Group / 5
Directors’ Report (continued)
for the half year ended 31 December 2017
| 31 Dec | 31 Dec | |
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| Operating earnings attributable to stapled securityholders | 95,146 | 80,764 |
| Realised and unrealised gains on derivatives1 | 499 | 10,024 |
| Net fair value movements on investments and property1 | 48,593 | 90,119 |
| Amortisation of intangibles | (1,366) | (3,776) |
| Non-operating deferred income tax benefit/(expense) | 333 | (2,843) |
| Gain/(loss) on disposal of property investments and inventory1 | (532) | 4,058 |
| Performance fees expense1 | (15,914) | (2,652) |
| Other1 | (6,142) | (2,403) |
| Statutory profit after tax attributable to stapled securityholders | 120,617 | 173,291 |
| Statutory profit attributable to Charter Hall Direct Diversified | ||
| Consumer Staples Fund (non-controlling interest) | 142 | - |
| Statutory profit after tax | 120,759 | 173,291 |
1 Includes the Group's proportionate share of non-operating items of equity accounted investments on a look through basis.
The 31 December 2017 financial results with comparatives are summarised as follows:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust | Group | |||
| 31 Dec | 31 Dec | 31 Dec |
31 Dec |
|
| 2017 | 2016 | 2017 | 2016 | |
| Revenue ($ million)1 | 130.5 | 110.9 | 11.7 | 9.8 |
| Statutory profit after tax for stapled securityholders ($ million) | 120.6 | 173.3 | 81.2 | 144.1 |
| Statutory earnings per stapled security (EPS) (cents) | 25.9 | 42.0 | 17.4 | 34.9 |
| Operating earnings for stapled securityholders ($ million)2 | 95.1 | 80.8 | 11111111n/a | 11111111n/a |
| Operating earnings per stapled security (cents)2 | 20.4 | 19.6 | 11111111n/a | 11111111n/a |
| Distributions to stapled securityholders ($ million) | 72.7 | 59.4 | 43.9 | 59.4 |
| Distributionperstapled security (cents) | 15.6 | 14.4 | 9.4 | 14.4 |
| 31 Dec | 30 Jun | 31 Dec |
30 Jun |
|
| 2017 | 2017 | 2017 | 2017 | |
| Total assets ($ million) | 1,919.2 | 1,873.0 | 1,636.2 | 1,612.8 |
| Total liabilities ($ million) | 136.9 | 150.8 | 49.5 | 76.8 |
| Total net assets ($ million) | 1,782.3 | 1,722.2 | 1,586.7 | 1,536.0 |
| Net assets attributable to non-controlling interest ($ million)3 | 16.8 | - | 16.8 | - |
| Net assets attributable to stapled securityholders ($ million) | 1,765.5 | 1,722.2 | 1,569.9 | 1,536.0 |
| Stapled securities on issue (million) | 465.8 | 465.8 | 465.8 | 465.8 |
| Net assets per stapled security ($) | 3.79 | 3.70 | 3.37 | 3.30 |
| Net tangible assets (NTA) attributable to stapled securityholders | ||||
| ($ million) | 1,719.2 | 1,674.9 | 1,569.9 | 1,536.0 |
| NTA per stapled security ($)4 | 3.69 | 3.60 | 3.37 | 3.30 |
| Balance sheet gearing5 | 0.00% | 0.00% | 0.00% |
0.00% |
| Funds under management (FUM) ($ billion) | 21.9 | 19.8 | 11111111n/a | 11111111n/a |
1 Gross revenue does not include share of net profits of associates and joint ventures of $77.0 million (31 December 2016: $136.6 million).
2 Excludes fair value adjustments, gains or losses on the sale of investments, amortisation and/or impairment of intangible assets, performance fees expense, non-operating deferred tax expense and other unrealised or one-off items.
3 Represents the 23.2% non-controlling interest share of the Charter Hall Direct Diversified Consumer Staples Fund.
4 Net tangible assets (NTA) per stapled security ($) is calculated using assets less liabilities attributable to stapled securityholders, net of intangible assets and related deferred tax.
5 Gearing is calculated by using debt drawn net of cash divided by total assets net of cash.
Charter Hall Group / 6
Directors’ Report (continued)
for the half year ended 31 December 2017
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:
| 31 Dec | 31 Dec | 31 Dec | 31 Dec | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | Weighted |
Weighted |
Weighted |
Weighted | 2017 | |||||
| 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 | 562.4 | 17.1 | 5.4 | 5.6 | 7.0 | 3.8 | 6.3 | |||
| Charter Hall Prime Office Fund (CPOF) | 9.6 | 245.5 | 6.9 | 6.4 | 5.7 | 7.0 | 3.8 | 5.9 | ||
| Charter Hall Office Trust (CHOT) | 14.3 | 206.2 | 6.6 | 4.5 | 5.3 | 6.9 | 3.8 | 6.4 | ||
| Brisbane Square Wholesale Fund (BSWF) | 16.8 | 100.9 | 3.4 | 6.3 | 6.1 | 7.3 | 3.6 | 6.8 | ||
| Charter Hall Counter Cyclical Trust (CCT) | 5.0 | 8.3 | 0.1 | 3.8 | 5.8 | 7.0 | 3.9 | 11.1 | ||
| Charter Hall Direct WorkZone Fund (WZF) | 2.0 | 1.3 | 0.1 | 7.7 | 7.1 | 7.5 | 4.0 | 9.1 | ||
| Charter Hall PFA DirectFund (PFA) 3 | 0.1 | 0.2 | - | 8.6 | 7.2 | 8.0 | 3.4 | 7.4 | ||
| **Industrial ** | 290.9 | 8.5 | 9.7 | 6.2 | 7.5 | 3.0 | 6.0 | |||
| Core Logistics Partnership Trust (CLP) | 13.8 | 142.4 | 4.2 | 10.1 | 6.2 | 7.5 | 3.0 | 6.0 | ||
| Charter Hall Prime Industrial Fund (CPIF) | 5.9 | 118.2 | 3.2 | 8.9 | 6.2 | 7.5 | 3.1 | 5.5 | ||
| Charter Hall DirectIndustrial FundNo.4(DIF4) | 18.3 | 30.3 | 1.1 | 11.4 | 6.4 | 7.5 | 2.9 | 7.6 | ||
| Retail | 528.5 | 16.9 | 6.8 | 6.0 | 7.3 | 3.9 | 6.8 | |||
| Charter Hall Retail REIT (CQR)4 | 18.7 | 325.5 | 11.5 | 6.7 | 6.2 | 7.2 | 4.1 | 7.2 | ||
| BP Fund 1 (BP1)6 | 11.9 | 53.7 | 1.1 | 9.8 | 5.4 | 7.2 | 2.9 | 5.6 | ||
| Charter Hall Prime Retail Fund (CPRF) | 38.0 | 44.9 | 1.4 | 4.0 | 5.8 | 7.5 | 4.4 | 6.3 | ||
| Retail Partnership No. 6 Trust (RP6)4 | 20.0 | 36.4 | 1.0 | 3.6 | 5.6 | 7.8 | 3.5 | 6.1 | ||
| BP Fund 2 (BP2)6 | 17.5 | 24.5 | 0.4 | 11.0 | 5.6 | 7.2 | 2.7 | 4.8 | ||
| Long WALE Investment Partnership (LWIP)5 | 5.0 | 21.0 | 0.7 | 16.7 | 5.9 | 7.2 | 2.0 | 7.1 | ||
| Long WALE Investment Partnership 2 (LWIP2)5 | 10.0 | 10.5 | 0.4 | 17.4 | 5.9 | 7.3 | 2.0 | 6.9 | ||
| TTP Wholesale Fund (TTP)4,6 | 10.0 | 5.4 | 0.2 | 3.7 | 6.0 | 7.3 | 4.1 | 5.3 | ||
| Retail PartnershipNo. 2(RP2) 4 | 5.0 | 6.6 | 0.2 | 4.7 | 5.5 | 7.3 | 4.4 | 6.7 | ||
| Diversified | 249.3 | 7.4 | 11.0 | 6.3 | 7.7 | 2.8 | 6.6 | |||
| Charter Hall Long WALE REIT (CLW)7 | 20.4 | 193.9 | 5.5 | 11.3 | 6.2 | 7.6 | 2.8 | 6.5 | ||
| Charter Hall Direct Diversified Consumer Staples | ||||||||||
| Fund(DCSF)8 | 76.8 | 55.4 | 1.9 | 9.3 | 6.7 | 8.1 | 2.7 | 6.9 | ||
| Property investment - subtotal | 1,631.1 | 49.9 | 7.4 | 5.9 | 7.3 | 3.5 | 6.4 | |||
| Commercial and Industrial PropertyPtyLimited(CIP) | 50.0 | 20.2 | 0.8 | 111n/a | 11111n/a | 1111n/a | 111n/a | 11111n/a | ||
| Total | 1,651.3 | 50.7 |
1 Charter Hall Group property investment earnings 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
Metrics for weighted average lease expiry, weighted average market cap rate, weighted average discount rate, weighted average rental reviews includes Virgin Australia Head Office which was acquired 4 January 2018.
8 DCSF adjusted for non-controlling interest share of 23.2%.
Charter Hall Group / 7
Directors’ Report (continued)
for the half year ended 31 December 2017
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 22 assets valued at $3.7 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 $2.7 billion.
Brisbane Square Wholesale Fund (BSWF)
BSWF is an unlisted fund which owns two assets valued at over $1 billion.
Charter Hall Counter Cyclical Trust (CCT)
CCT is an unlisted wholesale partnership designed to take advantage of counter-cyclical investment opportunities in the Perth and Brisbane office markets.
Charter Hall Direct WorkZone Fund (WZF)
WZF is an unlisted property syndicate investing in an A-grade office building located on the fringe of the Perth CBD.
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 26 assets valued at $1.5 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 52 assets valued at $2.8 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 66 properties valued at $2.9 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 $270 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 almost $1.0 billion.
BP Fund 1 (BP1)
BP1 is a wholesale fund which owns 15 freestanding warehouse properties valued at over $650 million.
BP Fund 2 (BP2)
BP2 is a wholesale fund which owns six freestanding warehouse properties valued at over $220 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 $760 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 $160 million.
Charter Hall Group / 8
Directors’ Report (continued)
for the half year ended 31 December 2017
Retail Partnership No.2 (RP2)
RP2 is a wholesale retail fund which owns the Bateau Bay Square shopping centre valued at over $230 million on the Central Coast of New South Wales.
(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 81 properties valued at $1.5 billion.
Charter Hall Direct Diversified Consumer Staples Fund (DCSF)
DCSF is an unlisted fund with a diversified and growing portfolio of properties leased to distributors and producers of consumer staples goods. DCSF owns five properties valued at over $62.0 million.
(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 $0.9 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 $3.0 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 $21.9 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 $44.2 million in operating earnings to the Group.
During the half year, total funds under management increased by $2.1 billion to $21.9 billion. The movement was a result of additional capital expenditure and valuation uplifts, along with the Group’s managed funds acquiring approximately $1.5 billion and divesting approximately $0.5 billion of property.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs during the half year.
Charter Hall Group / 9
Directors’ Report (continued)
for the half year ended 31 December 2017
Matters subsequent to the end of the period
No matter or circumstance has arisen since 31 December 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.
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 10.
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations Instrument (Rounding in Financial/Directors’ Reports) 2016/191, 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 22 February 2018. The Directors have the power to amend and re-issue the Financial Statements.
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David Clarke Chair Sydney 22 February 2018
==> picture [77 x 59] intentionally omitted <==
Auditor’s Independence Declaration
As lead auditor for the review of Charter Hall Limited and Charter Hall Property Trust for the half-year ended 31 December 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 review; and
-
(b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Charter Hall Limited and Charter Hall Property Trust and the entities they controlled during the period.
Wayne Andrews Partner PricewaterhouseCoopers
Sydney 22 February 2018
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Charter Hall Group / 11
Consolidated Statements of Comprehensive Income
for the half year ended 31 December 2017
| for the half year ended 31 December 2017 | |||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust Group | |||||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Income | |||||
| Revenue | 4 | 130,465 | 110,850 | 11,691 | 9,826 |
| Share of net profit of investments accounted for using the | |||||
| equity method | 76,983 | 136,589 | 73,180 | 131,885 | |
| Net gain on sale of investments and inventory | - | 3,726 | - | 3,726 | |
| Net gain on investment in associates at fair value | 832 | 8 | 832 | 8 | |
| Foreign exchangegains | - | 3 | - | - | |
| Total income | 208,280 | 251,176 | 85,703 | 145,445 | |
| Expenses | |||||
| Investment property expenses | (417) | - |
(473) | - |
|
| Depreciation | (1,888) | (1,661) |
- |
- | |
| Finance costs | (1,009) | (779) |
(903) |
(668) |
|
| Foreign exchange losses | (66) | - |
(66) | - |
|
| Net fair value adjustments on investment properties | 8 | (1,896) | - |
(1,896) | - |
| Amortisation of intangibles | (1,366) | (3,776) |
- |
- | |
| Asset management fees | - | - | (819) | (639) |
|
| Employee costs | (52,493) | (49,069) |
- |
- | |
| Administration and other expenses | (12,129) | (9,134) | (184) |
(43) | |
| Total expenses | (71,264) | (64,419) | (4,341) | (1,350) | |
| Profit before tax | 137,016 | 186,757 | 81,362 | 144,095 | |
| Income taxexpense | (16,257) | (13,466) | - | - | |
| Profit for the halfyear | 120,759 | 173,291 | 81,362 | 144,095 | |
| Profit for the half year as attributable to: | |||||
| Equity holders of Charter Hall Limited | 39,397 | 29,196 | - | - | |
| Equity holders of Charter Hall Property Trust | |||||
| (non-controllinginterest) | 81,220 | 144,095 | 81,220 | 144,095 | |
| Profit attributable to stapled securityholders of | |||||
| Charter Hall Group | 120,617 | 173,291 | 81,220 | 144,095 | |
| Net profit attributable to Charter Hall Direct Diversified | |||||
| Consumer Staples Fund (non-controlling interest) | 142 | - | 142 | - | |
| Profit for the halfyear | 120,759 | 173,291 | 81,362 | 144,095 |
Charter Hall Group / 12
Consolidated Statements of Comprehensive Income (continued)
for the half year ended 31 December 2017
| for the half year ended 31 December 2017 | |||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust Group | |||||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Profit for the halfyear | 120,759 | 173,291 | 81,362 | 144,095 | |
| Other comprehensive income | |||||
| Items that may be reclassified to profit or loss | |||||
| Exchange differences on translation of foreign operations | (408) | 8 |
(407) | 8 |
|
| Equity accounted fair value movements in cash flow hedges | (170) | 771 | (170) | 771 | |
| **Other comprehensive income for the halfyear ** | (578) | 779 | (577) | 779 | |
| Total comprehensive income for the halfyear | 120,181 | 174,070 | 80,785 | 144,874 | |
| Total comprehensive income for the half year is | |||||
| attributable to: | |||||
| Equity holders of Charter Hall Limited | 39,396 | 29,196 | - | - | |
| Equity holders of Charter Hall Property Trust | |||||
| (non-controlling interest) | 80,600 | 144,874 | 80,600 | 144,874 | |
| Total comprehensive income attributable to stapled | |||||
| securityholders of Charter Hall Group | 119,996 | 174,070 | 80,600 | 144,874 | |
| Total comprehensive income attributable to Charter Hall Direct | |||||
| Diversified Consumer Staples Fund (non-controlling interest) | 185 | - | 185 | - | |
| Total comprehensive income for the halfyear | 120,181 | 174,070 | 80,785 | 144,874 | |
| Basic earnings per security (cents) attributable to: | |||||
| Equity holders of Charter Hall Limited | 8.5 | 7.1 | n/a | n/a |
|
| Equity holders of Charter Hall Property Trust | |||||
| (non-controlling interest) | 17.4 | 34.9 | 17.4 | 34.9 | |
| Basic earnings per stapled security (cents) attributable to | |||||
| stapled securityholders of Charter Hall Group | 6(a) | 25.9 | 42.0 | n/a | n/a |
| Diluted earnings per security (cents) attributable to: | |||||
| Equity holders of Charter Hall Limited | 8.5 | 7.1 | n/a | n/a |
|
| Equity holders of Charter Hall Property Trust | |||||
| (non-controllinginterest) | 17.3 | 34.6 | 17.3 | 34.6 | |
| Diluted earnings per stapled security (cents) attributable to | |||||
| stapled securityholders of Charter Hall Group | 6(b) | 25.8 | 41.7 | n/a | n/a |
The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.
Charter Hall Group / 13
Consolidated balance sheets
as at 31 December 2017
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | ||
|---|---|---|---|---|---|
| Trust Group | |||||
| 31 Dec | 30 Jun |
31 Dec |
30 Jun |
||
| 2017 | 2017 | 2017 | 2017 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 87,336 | 174,418 | 20,600 | 53,377 | |
| Receivables and otherassets | 87,083 | 66,203 | 30,952 | 29,936 | |
| Total current assets | 174,419 | 240,621 | 51,552 | 83,313 | |
| Non-current assets | |||||
| Receivables and other assets | - | - | 18,915 | 73,175 | |
| Investments in associates at fair value through profit or loss | 7 | 31,817 | 29,690 | 31,817 | 29,690 |
| Inventories | 1,508 | - | - | - | |
| Investments accounted for using the equity method Investment properties |
7 8 |
1,564,048 61,990 |
1,476,630 40,350 |
1,471,963 61,990 |
1,386,261 40,350 |
| Intangible assets | 9 | 64,034 | 65,400 | - | - |
| Property, plant and equipment | 19,804 | 18,764 | - | - | |
| Deferred tax assets | **1,582 ** | 1,582 | - | - | |
| Total non-current assets | 1,744,783 | 1,632,416 | 1,584,685 | 1,529,476 | |
| Total assets | **1,919,202 ** | 1,873,037 | **1,636,237 ** | 1,612,789 | |
| Liabilities | |||||
| Current liabilities | |||||
| Trade and other payables | 101,423 | 127,415 | 44,857 | 76,786 | |
| Provisions | **1,761 ** | 1,892 | - | - | |
| Total current liabilities | 103,184 | 129,307 | 44,857 | 76,786 | |
| Non-current liabilities | |||||
| Trade and other payables | 5,906 | 6,479 | - | - | |
| Provisions | 1,384 | 1,303 | - | - | |
| Interest-bearing liabilities | 10 | 4,671 | - | 4,671 | - |
| Deferred tax liabilities | 21,794 | 13,677 | - | - | |
| Total non-current liabilities | 33,755 | 21,459 | 4,671 | - | |
| Total liabilities | 136,939 | 150,766 | 49,528 | 76,786 | |
| Net assets | 1,782,263 | 1,722,271 | 1,586,709 | 1,536,003 | |
| Equity | |||||
| Equity holders of Charter Hall Limited | |||||
| Contributed equity | 11(a) | 285,667 | 284,956 | - | - |
| Reserves | (46,558) | (44,614) |
- |
- | |
| Accumulated losses | (43,555) | (54,074) | - |
- | |
| Parent entity interest | **195,554 ** | 186,268 | - | - | |
| Equity holders of Charter Hall Property Trust | |||||
| Contributed equity | 11(a) | 1,453,459 | 1,456,853 | 1,453,459 | 1,456,853 |
| Reserves | (1,070) | (450) |
(1,070) |
(450) |
|
| Accumulated profit | 117,568 | 79,600 | 117,568 | 79,600 | |
| Equity holders of Charter Hall Property Trust | 1,569,957 | 1,536,003 | 1,569,957 | 1,536,003 | |
| (non-controllinginterest) | |||||
| Non-controlling interest in Charter Hall Direct Diversified | 12 | 16,752 | - | 16,752 | - |
| Consumer Staples Fund | |||||
| Total equity | 1,782,263 | 1,722,271 | 1,586,709 | 1,536,003 |
The above consolidated balance sheets should be read in conjunction with the accompanying notes.
Charter Hall Group / 14
Consolidated statement of changes in equity – Charter Hall Group
for the half year ended 31 December 2017
| Attributable to the owners of Charter Hall | Charter | |||||||||
| Limited | HallGroup | |||||||||
| Non- | ||||||||||
| Contributed | Accumulated | controlling | Total |
|||||||
| equity | Reserves |
profit/(losses) | Total | interest | equity |
|||||
| Note | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||||
| Restated balance at 1 July 20161 | 256,049 | (45,533) | (94,519) | 115,997 | 1,195,087 | 1,311,084 | ||||
| Profit for the half year | - | - | 29,196 | 29,196 | 144,095 | 173,291 | ||||
| Other comprehensive income | - | - | - | - | 779 | 779 | ||||
| Total comprehensive income | - | - | 29,196 | 29,196 | 144,874 | 174,070 | ||||
| Transactions with equity holders in their | ||||||||||
| capacity as equity holders: | ||||||||||
| Buyback and issuance of securities for | ||||||||||
| exercised performance rights | (272) | (2,395) |
- | (2,667) | (2,475) | (5,142) |
||||
| Transfer due to deferred compensation | ||||||||||
| payable in service rights | - | 1,427 | - | 1,427 | - | 1,427 | ||||
| Distribution provided for or paid | 5 | - | - | (59,431) | (59,431) | - | (59,431) | |||
| Security-based benefit expense | - | 783 | - | 783 | - | 783 | ||||
| (272) | (185) |
(59,431) | (59,888) | (2,475) | (62,363) |
|||||
| Restated balance at 31 December | ||||||||||
| 20161 | 255,777 | (45,718) | (124,754) | 85,305 | 1,337,486 | 1,422,791 | ||||
| Balance at 1 July 2017 | 284,956 | (44,614) | (54,074) | 186,268 | 1,536,003 | 1,722,271 | ||||
| Profit for the half year | - | - | 39,397 | 39,397 | 81,362 | 120,759 | ||||
| Othercomprehensiveincome | - | (1) | - | (1) | (577) | (578) | ||||
| Total comprehensive income | - | (1) | **39,397 ** | 39,396 | 80,785 | **120,181 ** | ||||
| Transactions with equity holders in their | ||||||||||
| capacity as equity holders: | ||||||||||
| Contributions of equity, net of issue costs | 11(b) |
(6) | - |
- | (6) | 17,279 | 17,273 | |||
| Buyback and issuance of securities for | ||||||||||
| exercised performance rights | (404) | (3,928) |
- | (4,332) | (3,337) | (7,669) |
||||
| Tax recognised direct to equity | 1,121 | (403) | - | 718 | - | 718 | ||||
| Transfer due to deferred compensation | ||||||||||
| payable in service rights | - | 1,497 | - | 1,497 | - | 1,497 | ||||
| Dividend/distribution provided for or paid | 5 | - | - | (28,878) | (28,878) | (43,897) | (72,775) |
|||
| Security-based benefit expense | - | 891 | - | 891 | - | 891 | ||||
| Transactions with non-controlling | ||||||||||
| interests | - | - | - | - | (124) | (124) | ||||
| 711 | (1,943) | (28,878) | (30,110) | (30,079) | (60,189) | |||||
| Balance at 31 December 2017 | 285,667 | (46,558) | (43,555) | 195,554 | 1,586,709 | 1,782,263 |
1 Details of the restated deferred tax liability are included in Note 9.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Charter Hall Group / 15
Consolidated statement of changes in equity – Charter Hall Property Trust Group
for the half year ended 31 December 2017
| Attributable to the owners of the Charter Hall Property Trust Group | |||||||||||
| Non- | |||||||||||
| Contributed | Accumulated | controlling | Total | ||||||||
| equity | Reserves |
profit/(losses) | Total |
interest |
equity |
||||||
| Note | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||||
| Balance at 1 July 2016 | 1,201,346 | - | (6,259) | 1,195,087 |
- | 1,195,087 | |||||
| Profit for the half year | - | - | 144,095 | 144,095 | - | 144,095 | |||||
| Other comprehensive income | - | 779 | - | 779 | - | 779 | |||||
| Total comprehensive income/(loss) | - | 779 | 144,095 | 144,874 | - | 144,874 | |||||
| Transactions with equity holders in their | |||||||||||
| capacity as equity holders: | |||||||||||
| Buyback and issuance of securities for | |||||||||||
| exercised performance rights | (2,475) | - |
- | (2,475) | - |
(2,475) | |||||
| Distributionprovided for orpaid | 5 | - | - | (59,431) | (59,431) | - | (59,431) | ||||
| (2,475) | - |
(59,431) | (61,906) |
- |
(61,906) | ||||||
| Balance at 31 December 2016 | 1,198,871 | 779 | 78,405 | 1,278,055 | - | 1,278,055 | |||||
| Balance at 1 July 2017 | 1,456,853 | (450) | 79,600 | 1,536,003 | - | 1,536,003 | |||||
| Profit for the half year | - | - | 81,220 | 81,220 | 142 | 81,362 | |||||
| Other comprehensive income | - | (620) | - | (620) | 43 | (577) | |||||
| Total comprehensive income | - | (620) | 81,220 | 80,600 | 185 | 80,785 | |||||
| Transactions with equity holders in their | |||||||||||
| capacity as equity holders: | |||||||||||
| Contributions of equity, net of issue costs | 11(b) |
(57) | - |
- | (57) | 17,336 |
17,279 | ||||
| Buyback and issuance of securities for | |||||||||||
| exercised performance rights | (3,337) | - |
- | (3,337) | - |
(3,337) | |||||
| Distribution provided for or paid | 5 | - | - | (43,783) | (43,783) |
(114) |
(43,897) |
||||
| Transactions with non-controllinginterest | - | - | 531 | 531 | (655) | (124) | |||||
| (3,394) | - | (43,252) | (46,646) | **16,567 ** | (30,079) | ||||||
| Balance at 31 December 2017 | 1,453,459 | (1,070) | 117,568 | 1,569,957 | 16,752 | 1,586,709 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Charter Hall Group / 16
Consolidated cash flow statements
for the half year ended 31 December 2017
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | ||
|---|---|---|---|---|---|
| Trust Group | |||||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
||
| 2017 | 2016 | 2017 | 2016 | ||
| Note | $'000 | $'000 | $'000 | $'000 | |
| Cash flows from operating activities | |||||
| Receipts from customers (inclusive of GST) | 115,788 | 99,950 | 6,981 | 3,908 | |
| Payments to suppliers and employees (inclusive of GST) | (85,649) | (75,924) |
(1,636) |
(1,000) |
|
| Tax Paid | (20,190) | - |
- | - | |
| Interest received | 1,334 | 1,322 | 110 | 163 | |
| Interest paid | (1,364) | (673) |
(1,364) |
(611) |
|
| Distributions and dividends from investments | 44,758 | 38,827 | 42,642 | 35,184 | |
| Net cash inflow from operating activities | 54,677 | 63,502 | 46,733 | 37,644 | |
| Cash flows from investing activities | |||||
| Payments for property, plant and equipment, net of lease | |||||
| incentive received | (2,928) | (2,804) |
- |
- | |
| Proceeds on disposal of investment properties | 5,505 | - | 5,505 | - | |
| Payments for inventory | (1,508) | - |
- | - | |
| Payments for investment properties | (28,496) | - |
(28,496) | - |
|
| Investments in associates and joint ventures | (70,596) | (199,517) |
(70,596) |
(199,517) |
|
| Proceeds on disposal and return of capital from | |||||
| investments in associates and joint ventures | 14,137 | 88,607 | 10,725 | 88,607 | |
| Loans to associates, joint ventures and related parties | - | (9,449) | (106,866) |
(68,379) |
|
| Repayments of loans to associates, joint ventures and related | |||||
| parties | 750 | 18,534 | 167,924 | 188,100 | |
| Net cash(outflow)/inflow from investing activities | (83,136) | (104,629) | (21,804) | 8,811 | |
| Cash flows from financing activities | |||||
| Proceeds from issues/(buy back) of stapled securities | (7,730) | (5,046) |
(6,814) |
(2,475) |
|
| Borrowing costs paid | (113) | - |
(113) | - |
|
| Proceeds from borrowings | 26,508 | 48,800 | 26,508 | 48,800 | |
| Repayment of borrowings | (21,100) | (48,800) |
(21,100) |
(48,800) |
|
| Proceeds on disposal of partial interest in a subsidiary that | |||||
| does not involve loss of control | 16,973 | - | 16,973 | - | |
| Distributions to non-controlling interests | (17) | - |
(17) | - |
|
| Distributions paid to stapled securityholders | (72,661) | (56,130) | (72,661) |
(56,130) | |
| Net cash inflow/(outflow) from financing activities | (58,140) | (61,176) | (57,224) | (58,605) | |
| Net increase/(decrease) in cash and cash equivalents | (86,599) | (102,303) |
(32,295) |
(12,150) |
|
| Cash and cash equivalents at the beginning of the half year | 174,418 | 145,358 | 53,377 | 43,321 | |
| Effects of exchange rate changes on cash and cash equivalents | (483) | - | (482) | - | |
| Cash and cash equivalents at the end of the halfyear | 87,336 | 43,055 | 20,600 | 31,171 |
The above consolidated cash flow statements should be read in conjunction with the accompanying notes.
Charter Hall Group / 17
Notes to the consolidated financial statements
for the half year ended 31 December 2017
1 Summary of significant accounting policies
The interim financial report does not include all notes normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2017 and any public announcements made by the Charter Hall Group during the half year ended 31 December 2017, in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The accounting policies adopted in the preparation of the interim financial report are consistent with those of the previous financial year unless stated otherwise.
(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.
New and amended standards adopted
No new accounting standards or amendments have come into effect for the half year ended 31 December 2017 that affect the Group’s operations or reporting requirements.
Impact of new standards and interpretations issued but not yet adopted by the Group
Following it’s preliminary assessment of the impact of new accounting standards AASB 9 Financial Instruments (applicable 1 January 2018), AASB 15 Revenue from Contracts with Customers (applicable 1 January 2018) and AASB 16 Leases (applicable 1 January 2019) which was reported in the notes of the financial report for the year end 30 June 2017, the Group is progressing with its analysis of the measurement and disclosure impact of the new standards on financial statements, drafting revised policies and note disclosures in line with its transition plan to be completed by June 2018.
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.
Charter Hall Group / 18
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
2 Critical accounting estimates and judgements (continued)
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.
(b) Performance fee recognition
Critical judgements and estimates are made by the 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. Key risks include the period remaining from balance sheet date to performance fee crystallisation date and the degree of probability to which any calculated fee may unwind during that period. Key drivers of performance fees are assessed based on historic data and prevailing economic conditions to inform judgement on the extent to which the fee can be reliably estimated.
(c) Valuation of intangibles
Critical judgements and estimates are made by the 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 9 for further details.
(d) Deferred tax assets
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.
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, performance fee expenses, non-operating 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.
Segment operating earnings reviewed by the Board ceased to include the gross up of proportionately consolidated income and expenses. This focus has been reflected in an update to the tables in this note, including restating the comparatives. It should be noted that this change did not impact the segment operating earnings reported from previous periods.
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 / 19
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
3 Segment information (continued)
(b) Operating segments
The operating segments provided to the Board for the reportable segments for the half year ended 31 December 2017 are as follows:
| Property | |||
|---|---|---|---|
| Property | Funds | ||
| Investments | Management | Total | |
| 31 December 2017 | $'000 | $'000 | $'000 |
| Property Investment earnings | 50,689 | - | 50,689 |
| Net interest income | 774 | - | 774 |
| Investment management revenue | - | 82,154 | 82,154 |
| Property services revenue | - | 25,348 | 25,348 |
| Total income | 51,463 | **107,502 ** | 158,965 |
| Net operating expenses | (482) | (34,855) | (35,337) |
| Corporate expenses | - | (11,892) | (11,892) |
| Operating earnings before tax | 50,981 | 60,755 | 111,736 |
| Income tax expense | - | (16,590) | (16,590) |
| Operating earnings attributable to stapled securityholders | 50,981 | 44,165 | 95,146 |
| Basic weighted average number of securities ('000) | 465,777 | ||
| Operating earnings per stapled security (cents) | 20.4 | ||
| Property | |||
| Property | Funds | ||
| Investments | Management | Total | |
| 31 December 2016- Restated | $'000 | $'000 | $'000 |
| Property Investment earnings | 41,155 | - | 41,155 |
| Net interest income | 547 | - | 547 |
| Investment management revenue | - | 70,516 | 70,516 |
| Property services revenue | - | 23,189 | 23,189 |
| Total income | **41,702 ** | 93,705 | **135,407 ** |
| Net operating expenses | (371) | (32,980) | (33,351) |
| Corporate expenses | - | (10,669) | (10,669) |
| Operating earnings before tax | 41,331 | 50,056 | 91,387 |
| Income tax expense | - | (10,623) | (10,623) |
| Operating earnings attributable to stapled securityholders | 41,331 | 39,433 | 80,764 |
| Basic weighted average number of securities ('000) | 412,718 | ||
| Operating earnings per stapled security (cents) | 19.6 |
Refer to Note 6 for statutory earnings per stapled security figures.
Charter Hall Group / 20
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
3 Segment information (continued)
(c) The reconciliation of operating earnings to statutory profit after tax attributable to stapled securityholders is shown below:
| is shown below: | ||
|---|---|---|
| Restated | ||
| 31 Dec | 31 Dec | |
| 2017 | 2016 | |
| $'000 | $'000 | |
| Operating earnings attributable to stapled securityholders | 95,146 | 80,764 |
| Realised and unrealised gains on derivatives1 | 499 | 10,024 |
| Net fair value movements on equity accounted investments1 | 48,593 | 90,119 |
| Amortisation of intangibles | (1,366) | (3,776) |
| Non-operating income tax benefit/(expense) | 333 | (2,843) |
| Gain/(loss) on disposal of property investments and inventory1 | (532) | 4,058 |
| Performance fees expense1 | (15,914) | (2,652) |
| Other1 | (6,142) | (2,403) |
| Statutory profit after tax attributable to stapled securityholders | 120,617 | 173,291 |
| 1Includes the Group's proportionate share of non-operating items of equity accounted investments on a look through basis. | ||
| 31 Dec | 31 Dec | |
| 2017 | 2016 | |
| Basic weighted average number of securities per Note 6 | 465,777,131 | 412,717,802 |
| Operating earnings perstapled security (OEPS) | 20.4 cents | 19.6 cents |
Refer to Note 6 for statutory earnings per stapled security figures.
(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
| the statement of comprehensive income | ||
|---|---|---|
| Restated | ||
| 31 Dec | 31 Dec | |
| 2017 | 2016 | |
| $'000 | $'000 | |
| Operating earnings - investments | 50,981 | 41,331 |
| Add: non-operating equity accounted profit | 29,363 | 95,457 |
| Less: fair value distributions in operating income | (1,173) | (28) |
| Add: net gain/(loss) on investment in associates at fair value | 832 | 8 |
| Add: net operating expenses | 482 | 371 |
| Less: net interest income | (774) | (542) |
| Less: net rental income | (1,896) | - |
| 77,815 | 136,597 | |
| Share of net profit of investments accounted for using the | ||
| equity method | 76,983 | 136,589 |
| Net gain/(loss) on investment in associates at fair value | **832 ** | 8 |
| 77,815 | 136,597 |
(e) Reconciliation of property funds management income stated above to revenue per the statement of comprehensive income
| comprehensive income | ||
|---|---|---|
| Restated | ||
| 31 Dec | 31 Dec | |
| 2017 | 2016 | |
| $'000 | $'000 | |
| Property funds management revenue | **107,502 ** | 93,705 |
| Add: recovery of property and fund-related expenses | 17,586 | 15,796 |
| Add: interest income | 1,678 | 1,321 |
| Add: distributions received for investments accounted for at fair value | 1,183 | 28 |
| Add: rental income | 2,516 | - |
| Revenueper statement of comprehensive income | 130,465 | 110,850 |
Charter Hall Group / 21
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
3 Segment information (continued)
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 | |||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
|
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Gross rental income | 2,516 | - | 2,516 | - |
| Investment management revenue | 82,154 | 70,516 | - | - |
| Propertyservices revenue | 25,348 | 23,189 | - | - |
| 110,018 | 93,705 | 2,516 | - | |
| Other revenue | ||||
| Recovery of property and fund-related expenses | 17,586 | 15,796 | - | - |
| Interest | 1,678 | 1,320 | 2,844 | 4,417 |
| Distributions/dividends1 | 1,183 | 29 | 1,183 | 29 |
| Other investment-related revenue | - | - | 5,148 | 5,380 |
| Total other revenue | 20,447 | 17,145 | 9,175 | 9,826 |
| Total revenue 2 | 130,465 | 110,850 | 11,691 | 9,826 |
1 Represents the distribution of income from investments in associates accounted for at fair value by the Group and Charter Hall Property Trust Group.
2 Revenue excludes share of net profits of equity accounted associates and joint ventures.
5 Distributions paid and payable
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust | Group | |||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
|
| 2017 | 2016 | 2017 | 2016 | |
| $'000 | $'000 | $'000 | $'000 | |
| Ordinary stapled securities | ||||
| Interim ordinary dividend of 6.2 cents and interim ordinary | ||||
| distribution of 9.4 cents per stapled security for the six months ended 31 December 2017 payable on 28 February 2018 |
72,661 | - | 43,783 | - |
| Interim ordinary distribution for the six months ended | ||||
| 31 December 2016 of 14.4 cents per stapled security paid on | ||||
| 28 February 2017 | - | 59,431 | - | 59,431 |
| Total distributions paid and payable to stapled | ||||
| securityholders | 72,661 | 59,431 | 43,783 | 59,431 |
| Distributions paid and payable to DCSF non-controlling interests | 114 | - | 114 | - |
| Total distributionspaid andpayable | 72,775 | 59,431 | 43,897 | 59,431 |
Charter Hall Group / 22
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
6 Earnings per stapled security
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|
| Trust | Group | |||
| 31 Dec | 31 Dec |
31 Dec |
31 Dec |
|
| 2017 | 2016 | 2017 | 2016 | |
| Cents | Cents |
Cents |
Cents |
|
| (a) Basic earnings per security attributable to: | ||||
| Equity holders of Charter Hall Limited | 8.5 | 7.1 | n/a | n/a |
| Equity holders of Charter Hall Property Trust | ||||
| (non-controlling interest) | 17.4 | 34.9 | 17.4 | 34.9 |
| Stapled securityholders of Charter Hall Group | 25.9 | 42.0 | n/a | n/a |
| (b) Diluted earnings per security attributable to: | ||||
| Equity holders of Charter Hall Limited | 8.5 | 7.1 | n/a | n/a |
| Equity holders of Charter Hall Property Trust | ||||
| (non-controlling interest) | 17.3 | 34.6 | 17.3 | 34.6 |
| Stapled securityholders of Charter Hall Group | 25.8 | 41.7 | 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 | 39,397 | 29,196 | n/a | n/a |
| Profit attributable to the ordinary stapled securityholders of the | 120,617 | 173,291 | 81,220 | 144,095 |
| 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 | 465,777,131 | 412,717,802 | 465,777,131 | 412,717,802 |
| the denominator in calculatingbasic earningsper stapled security | ||||
| Adjustments for calculation of diluted earnings per stapled | ||||
| security: | ||||
| Performance rights | 2,217,370 | 2,804,669 | 2,217,370 | 2,804,669 |
| Service rights | **360,437 ** | 484,300 | **360,437 ** | 484,300 |
| Weighted average number of ordinary stapled securities and | ||||
| potential ordinary stapled securities used as the denominator in | 468,354,938 | 416,006,771 | 468,354,938 | 416,006,771 |
| 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 performance and/or service 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.
Charter Hall Group / 23
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
7 Investments in associates and joint ventures
| OWNERSHIP INTEREST | OWNERSHIP INTEREST | ||||
|---|---|---|---|---|---|
| Charter Hall Group | 31 Dec | 30 Jun |
31 Dec | 30 Jun | |
| 2017 | 2017 | 2017 | 2017 | ||
| Name of entity | Principal Activity | % | % |
$'000 | $'000 |
| Accounted for at fair value through profit or loss: | |||||
| Associates - unlisted | |||||
| Charter Hall Direct Industrial Fund No. 41 | Property investment | 18.3 | 21.2 | 30,300 | 29,472 |
| Charter Hall Direct WorkZone Trust1 | Property investment | 2.0 | - | 1,288 | - |
| PFA Direct Diversified Property Trust1 | Property investment | 0.1 | 0.1 | 229 | 218 |
| Total fair value through profit or loss investments | 31,817 | 29,690 | |||
| Equity accounted | |||||
| Associates - unlisted | |||||
| Charter Hall Prime Office Fund | Property investment | 9.6 | 10.5 | 245,469 | 236,426 |
| Charter Hall Office Trust2 | Property investment | 14.3 | 14.3 | 206,186 | 212,859 |
| Core Logistics Partnership | Property investment | 13.8 | 13.8 | 142,412 | 139,154 |
| Charter Hall Prime Industrial Fund | Property investment | 5.9 | 6.0 | 118,236 | 117,128 |
| Long WALE Investment Partnership | Property investment | 5.0 | 5.0 | 20,979 | 19,011 |
| Charter Hall Counter Cyclical Trust | Property investment | 5.0 | - | 8,280 | - |
| Retail Partnership No. 2 Trust | Property investment | 5.0 | 5.0 | 6,593 | 6,440 |
| Associates - listed | |||||
| Charter Hall Retail REIT3 | Property investment | 18.7 | 18.6 | 325,494 | 321,171 |
| Charter Hall Long WALE REIT4 | Property investment | 20.4 | 20.0 | 193,899 | 165,971 |
| Joint ventures - unlisted | |||||
| Brisbane Square Wholesale Fund | Property investment | 16.8 | 16.8 |
100,882 | 99,594 |
| BP Fund | Property investment | 11.9 | 8.4 |
53,660 | 28,443 |
| Charter Hall Prime Retail Fund | Property investment | 38.0 | 38.0 |
44,886 | 44,834 |
| Retail Partnership No. 6 Trust | Property investment | 20.0 | 20.0 |
36,462 | 34,251 |
| BP Fund 2 | Property investment | 17.5 | 13.2 |
24,587 | 13,793 |
| Commercial and Industrial Property Pty Ltd | Property development | 50.0 | 50.0 |
20,200 | 19,450 |
| Long WALE Investment Partnership 2 | Property investment | 10.0 | 10.0 |
10,471 | 10,108 |
| TTP WholesaleFund | Propertyinvestment | 10.0 | 10.0 |
5,352 | 7,997 |
| Total equity accounted investments | 1,564,048 | 1,476,630 | |||
| Total investments | 1,595,865 | 1,506,320 |
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 are recorded in fair value adjustments in the consolidated statement of comprehensive income.
2 The entity has a 31 December balance date.
3 Fair value at the ASX closing price as at 31 December 2017 was $313.4 million (30 June 2017: $306.6 million).
4 Fair value at the ASX closing price as at 31 December 2017 was $197.2 million (30 June 2017: $171.2 million).
Financial Report for the half year ended 31 December 2017 / Charter Hall Group / 24
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
7 Investments in associates and joint ventures (continued)
| OWNERSHIP INTEREST | OWNERSHIP INTEREST | ||||
|---|---|---|---|---|---|
| Charter Hall Property Trust Group | 31 Dec | 30 Jun |
31 Dec | 30 Jun | |
| 2017 | 2017 | 2017 | 2017 | ||
| Name of entity | Principal Activity | % | % |
$'000 | $'000 |
| Accounted for at fair value through profit or loss: | |||||
| Associates - unlisted | |||||
| Charter Hall Direct Industrial Fund No. 41 | Property investment | 18.3 | 21.2 | 30,300 | 29,472 |
| Charter Hall Direct WorkZone Trust1 | Property investment | 2.0 | - | 1,288 | - |
| PFA DirectDiversifiedPropertyTrust1 | Propertyinvestment | 0.1 | 0.1 | 229 | 218 |
| Total fair value through profit or loss investments | 31,817 | 29,690 | |||
| Equity accounted | |||||
| Associates - unlisted | |||||
| Charter Hall Prime Office Fund | Property investment | 9.1 | 10.0 | 231,551 | 223,028 |
| Charter Hall Office Trust2 | Property investment | 14.3 | 14.3 | 206,185 | 212,859 |
| Core Logistics Partnership | Property investment | 13.8 | 13.8 | 142,412 | 139,154 |
| Charter Hall Prime Industrial Fund | Property investment | 2.8 | 2.9 | 56,961 | 56,436 |
| Long WALE Investment Partnership | Property investment | 5.0 | 5.0 | 20,979 | 19,011 |
| Charter Hall Counter Cyclical Trust | Property investment | 5.0 | - | 8,280 | - |
| Retail Partnership No. 2 Trust | Property investment | 5.0 | 5.0 | 6,593 | 6,440 |
| Charter Hall Opportunity Fund No.5 | Property Development | 7.5 | 7.5 | 3,309 | 3,171 |
| Associates - listed | |||||
| Charter Hall Retail REIT3 | Property investment | 18.7 | 18.6 | 325,494 | 321,171 |
| Charter Hall Long WALE REIT4 | Property investment | 20.4 | 20.0 | 193,899 | 165,971 |
| Joint ventures - unlisted | |||||
| Brisbane Square Wholesale Fund | Property investment | 16.8 | 16.8 | 100,882 | 99,594 |
| BP Fund | Property investment | 11.9 | 8.4 |
53,660 | 28,443 |
| Charter Hall Prime Retail Fund | Property investment | 38.0 | 38.0 |
44,886 | 44,834 |
| Retail Partnership No. 6 Trust | Property investment | 20.0 | 20.0 |
36,462 | 34,251 |
| BP Fund 2 | Property investment | 17.5 | 13.2 |
24,587 | 13,793 |
| Long WALE Investment Partnership 2 | Property investment | 10.0 | 10.0 |
10,471 | 10,108 |
| TTP WholesaleFund | Propertyinvestment | 10.0 | 10.0 |
5,352 | 7,997 |
| Total equity accounted investments | 1,471,963 | 1,386,261 | |||
| Total investments | 1,503,780 | 1,415,951 |
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 are recorded in fair value adjustments in the consolidated statement of comprehensive income. 2 The entity has a 31 December balance date.
3 Fair value at the ASX closing price as at 31 December 2017 was $313.4 million (30 June 2017: $306.6 million).
4 Fair value at the ASX closing price as at 31 December 2017 was $197.2 million (30 June 2017: $171.2 million).
Charter Hall Group / 25
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
8 Investment properties
The Group’s controlled entity investment fund, Charter Hall Direct Diversified Consumer Staples Fund, has a portfolio of investment properties which are consolidated into the Group’s balance sheet.
A reconciliation of the carrying amount of investment properties at the beginning and end of the half year is set out below:
| Charter Hall Group | Charter Hall Group | Charter Hall Property | Charter Hall Property | Charter Hall Property | |
|---|---|---|---|---|---|
| Trust | Group | ||||
| 6 months | 12 months | 6 months | 12 |
months | |
| to | to | to | to | ||
| 31 Dec | 30 Jun | 31 Dec | 30 Jun | ||
| 2017 | 2017 | 2017 | 2017 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| Opening balance | 40,350 | - | 40,350 | - | |
| Additions | 27,531 | 108,300 | 27,531 | 41,062 | |
| Acquisition costs incurred | 1,930 | - | 1,930 | - | |
| Revaluation decrement attributable to acquisition costs | (1,930) | - | (1,930) | - | |
| Gain on property revaluation | 34 | - | 34 | - | |
| Effect of foreign currency exchange differences | (480) | (712) | (480) | (712) | |
| Straightlining of rental income | 61 | - | 61 | - | |
| Disposals | (5,506) | (67,238) | (5,506) | - | |
| Closing balance | 61,990 | 40,350 | 61,990 | 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 13.
9 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.
| considered to have an indefinite useful life. | |||||
|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | ||||
| Trust | Group | ||||
| 6 months | 12 months | 6 months | 12 |
months | |
| to | to | to | to | ||
| 31 Dec | 30 Jun | 31 Dec | 30 Jun | ||
| 2017 | 2017 | 2017 | 2017 | ||
| $'000 | $'000 | $'000 | $'000 | ||
| Opening balance | 65,400 | 69,743 | - | - | |
| Amortisation | (1,366) | (4,343) | - | - | |
| Closing balance | 64,034 | 65,400 | - | - |
Charter Hall Group / 26
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
9 Intangible assets (continued)
Prior period change in accounting policy and retrospective application
During the year ended 30 June 2017, 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 determined that it was 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 was 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.
10 Interest bearing liabilities
| 10 Interest bearing liabilities |
||||||
|---|---|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||||
| Trust | Group | |||||
| 31 Dec | 30 | Jun | 31 Dec | 30 Jun | ||
| 2017 | 2017 | 2017 | 2017 | |||
| $'000 | $'000 | $'000 | $'000 | |||
| Charter Hall Property Trust (CHPT) | ||||||
| Cash advance facilities | 200,000 | 125,000 | 200,000 | 125,000 | ||
| Drawn balance | - | - | - | - | ||
| Bankguarantees | (14,267) | (14,267) | (14,267) | (14,267) | ||
| Balance availablefordrawing | 185,733 | 110,733 | 185,733 | 110,733 | ||
| Charter Hall Direct Diversified Consumer Staples Fund (DCSF) | ||||||
| Cash advance facilities | 31,357 | - | 31,357 | - | ||
| Drawnbalance | (5,404) | - | (5,404) | - | ||
| Balance availablefordrawing | 25,953 | - | 25,953 | - | ||
| Totalbalance availablefordrawing | 211,686 | 110,733 | 211,686 | 110,733 |
Charter Hall Property Trust Group
In August 2017, the $125 million debt facility was extended by two years with the maturity date changing to August 2020. In November 2017, the debt facility was increased to $200 million with a maturity date of November 2020. At 31 December 2017, drawn borrowings of $nil (30 June 2017: $nil) and bank guarantees of $14.3 million (30 June 2017: $14.3 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.
DCSF Facility
The fund has two revolving debt facilities of AU$25.0 million and NZ$7.0 million. The facilities were established in November 2017 with a maturity date of November 2020. At 31 December 2017, drawn borrowings of NZ$6.0 million had been utilised under this facility.
The NZ$6.0 million drawn borrowings translated into AU$5.4 million are presented on the balance sheet net of AU$0.7 million of unamortised transaction costs under the CHPT facility.
Charter Hall Group / 27
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
10 Interest-bearing liabilities (continued)
The carrying amounts of assets pledged as security for borrowings are:
| The carryingamounts of assetspledged as securityfor borrowings | are: | are: | ||
|---|---|---|---|---|
| Charter Hall Group | Charter Hall Property | |||
| Trust | Group | |||
| 31 Dec | 30 Jun |
31 Dec |
30 Jun |
|
| 2017 | 2017 | 2017 | 2017 | |
| $'000 | $'000 | $'000 | $'000 | |
| Non-current | ||||
| First ranking security | ||||
| Investments in associates - Charter Hall Property Trust | 1,503,780 | 1,415,951 | 1,503,780 | 1,415,951 |
| Investmentproperties - DCSF | 61,990 | - | 61,990 | - |
| Total non-current assetspledged as security | 1,565,770 | 1,415,951 | 1,565,770 | 1,415,951 |
11 Contributed equity
(a) Security capital
| (a) Security capital | ||||
|---|---|---|---|---|
| 31 Dec | 30 Jun |
31 Dec | 30 Jun | |
| 2017 | 2017 | 2017 | 2017 | |
| Securities | Securities |
$'000 | $'000 | |
| Charter Hall Limited | 285,667 | 284,956 | ||
| Charter Hall Property Trust | 1,453,459 | 1,456,853 | ||
| Ordinary securities - stapled securities, fully paid | 465,777,131 | 465,777,131 | 1,739,126 | 1,741,809 |
(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 2016 | 412,717,802 | 256,049 | 1,201,346 | 1,457,395 | |
| Buyback and issuance of securities for exercised | |||||
| performance and service rights1 | - | $2.63 | (273) | (2,484) | (2,757) |
| Tax recognised directly in equity | - | 833 | - | 833 | |
| Issued under institutional placement2 | 53,059,329 | $5.48 | 28,786 | 261,979 | 290,765 |
| Closing 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) | ||
| Closing balance per accounts at 30 June 2017 | 465,777,131 | 284,956 | 1,456,853 | 1,741,809 | |
| Buyback and issuance of securities for exercised | |||||
| performance and service rights3 | - | $2.83 | (404) | (3,337) | (3,741) |
| Tax recognised directly in equity | - | 1,121 | - | 1,121 | |
| Balance at 31 December 2017 | 465,777,131 | 285,673 | 1,453,516 | 1,739,189 | |
| Less: Transaction costs on stapled security issues | (6) | (57) | (63) | ||
| Balanceper accounts at 31 December 2017 | 465,777,131 | 285,667 | 1,453,459 | 1,739,126 |
1 879,616 stapled securities bought on market at an average value of $5.74, offset by the exercise of 445,518 performance rights with a fair value of $1.16 and 434,098 service rights with an average value of $4.11.
2 53,059,239 stapled securities issued under Institutional Placement and Security Purchase Plan in May 2017 with an issue price of $5.48.
3 1,356,889 stapled securities bought on market at an average value of $5.58, offset by the exercise of 918,240 performance rights with a fair value of $2.09 and 438,649 service rights with an average value of $4.37.
12 Non-controlling interests
During the period, the Group reduced its holding in the Charter Hall Direct Diversified Consumer Staples Fund from 100% to 76.8%. The proceeds on redemption were $12.4 million, received in cash.
The difference between the redemption proceeds and amount transferred to non-controlling interests of $0.1 million has been recognised directly in equity.
Charter Hall Group / 28
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
13 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 7).
-
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:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | |
| Charter Hall Group | ||||
| 31 December 2017 | ||||
| Investments in associates at fair value through profit and loss | - | - | 31,817 | 31,817 |
| Investment properties | - | - | 61,990 | 61,990 |
| Total assets | - | - | 93,807 | 93,807 |
| 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 |
| Charter Hall Property Trust Group | ||||
| 31 December 2017 | ||||
| Investments in associates at fair value through profit and loss | - | - | 31,817 | 31,817 |
| Investment properties | - | - | 61,990 | 61,990 |
| Total assets | - | - | 93,807 | 93,807 |
| 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 |
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 / 29
Notes to the consolidated financial statements (continued)
for the half year ended 31 December 2017
13 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.
14 Commitments
Capital commitments
Charter Hall Group
The Group had no contracted capital commitments as at 31 December 2017 (30 June 2017: $nil).
Charter Hall Property Trust Group
The Trust Group had no contracted capital commitments as at 31 December 2017 (30 June 2017: $nil).
15 Contingent liabilities
The Group did not have any material contingent liabilities as at 31 December 2017 (30 June 2017: $nil) other than the bank guarantees of $14.3 million (30 June 2017: $14.3 million) provided for under the bank facility (refer to Note 10).
16 Events occurring after the reporting date
No matter or circumstance has arisen since 31 December 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.
Charter Hall Group / 30
Directors’ declaration to securityholders
for the half year ended 31 December 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 interim 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 11 to 29 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 31 December 2017 and of their performance for the half 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.
This declaration is made in accordance with a resolution of the Directors.
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David Clarke Chair Sydney 22 February 2018
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Independent auditor's review report to the security holders of Charter Hall Limited and Charter Hall Property Trust
Report on the Interim Financial Reports
We have reviewed the accompanying interim financial reports of:
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Charter Hall Group, which comprises the consolidated balance sheet as at 31 December 2017, the consolidated statement of comprehensive income, consolidated statement of changes in equity - Charter Hall Group and consolidated cash flow statement for the half-year ended on that date, selected explanatory notes and the directors' declaration for the Charter Hall Group. The Charter Hall Group comprises Charter Hall Limited and the entities it controlled during that half-year and Charter Hall Property Trust and the entities it controlled during that half-year;
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Charter Hall Property Trust Group, which comprises the consolidated balance sheet as at 31 December 2017, the consolidated statement of comprehensive income, consolidated statement of changes in equity - Charter Hall Property Trust Group and consolidated cash flow statement for the half- year ended on that date, selected explanatory notes and the directors' declaration for the Charter Hall Property Trust Group. The Charter Hall Property Trust Group comprises Charter Hall Property Trust and the entities it controlled during the half-year.
Directors' responsibility for the interim 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 interim 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 interim financial reports that are free from material misstatement whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express a conclusion on the interim financial reports based on our review. We conducted our review in accordance with Australian Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the interim financial reports are not in accordance with the Corporations Act 2001 including giving a true and fair view of the financial positions of the Charter Hall Group and the Charter Hall Property Trust Group as at 31 December 2017 and of their performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Charter Hall Limited and Charter Hall Property Trust, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial reports.
A review of a financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards
PricewaterhouseCoopers, ABN 52 780 433 757
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and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial reports of Charter Hall Group and Charter Hall Property Trust Group are not in accordance with the Corporations Act 2001 including:
- giving a true and fair view of Charter Hall Group’s and Charter Hall Property Trust Group’s financial positions as at 31 December 2017 and of Charter Hall Group’s and Charter Hall Property Trust Group’s performance for the period ended on that date;
2. complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
PricewaterhouseCoopers
Wayne Andrews Partner
Sydney 22 February 2018
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