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DEXUS — Annual Report 2005
Sep 27, 2005
64807_rns_2005-09-27_4e49c2be-473f-4fb2-9c13-4f7b671f84c4.pdf
Annual Report
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DR RREEE
Managed in partnership with Deutsche Bank $\boxtimes$
DB RREEF Funds Management Limited ABN 24 060 920 783 Australian Financial Services Licence Holder
Level 21 83 Clarence Street Sydney NSW 2000
PO Box R1822 Royal Exchange NSW 1225
Telephone 61 2 9249 9500 Direct 61 2 9249 9040 Facsimile 61 2 9279 3090
Email: [email protected]
DB RREEF Trust (ASX: DRT) - 2005 Financial Statements for DIT, DOT and DRO
DB RREEF Funds Management Limited, as responsible entity for DB RREEF Trust (DRT), wishes to provide the 2005 Financial Statements as at 30 June 2005 for DB RREEF Industrial Trust ("DIT"), DB RREEF Office trust ("DOT") and DB RREEF Operations Trust ("DRO")
For further information, please contact
| $\bullet$ | Institutional Investors: | Tony Dixon | $(02)$ 9249 9040 |
|---|---|---|---|
| ٠ | Retail Investors: | Karol O'Reilly | $(03)$ 9270 4419 |
| • Media inquiries: | Megan Owen | $(02)$ 9249 9904 |
Yours sincerely
Tanya Cox Company Secretary
28 September 2005
The Manager Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000
Dear Sir/Madam
DB RREEF Trust combined financial statements 2005


Managed in partnership with Deutsche Bank $\boldsymbol{\varXi}$


PICTURED FRONT COVER: One Margaret Street, Sydney NSW; ABOVE: Pound Road, Dandenong VIC.

financial statements
directors' report
directors' and executive remuneration report/ auditors' independence declaration. statements of financial performance.
RZE OKG
statements of financial position
statements of cash flows
notes to the financial statements
directors' declaration
independent auditor's report.

directors' report
The Directors of DB RREEF Funds Management Limited ("DRFM") as Responsible Entity of DB RREEF Office Trust (formerly Deutsche Office Trust) ("the Trust" or "DOT") and its consolidated entities ("the group") present their Directors' Report ("Report") together with the consolidated financial report of the Trust for the year ended 30 June 2005.
1. directors and secretaries
On 29 September 2004, DRFM replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust.
1.1 DB RREEF Funds Management Limited
The following persons were Directors or atternate Directors of DRFM at any time during the period 29 September 2004 to 30 June 2005:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare | 4 August 2004 | Continuing |
| Elizabeth A Alexander AM | 1 January 2005 | Continuing |
| Barry & Brownjohn | 3 January 2005 | Continuing |
| Stewart F Ewen | 4 August 2004 | Continuing |
| Victor P Hoog Antink | 1 October 2004 | Continuing |
| Charles B Leitner III | 10 March 2005 | Continuing |
| Shaun A Mays | 13 May 2004 | 10 March 2005 |
| Brian E Scullin | 1 January 2005 | Continuing |
| Daniel S Weaver | 1 October 2004 | 17 December 2004 |
| Alternate Director | ||
| Shaun A Mays (alternate for Charles B Leitner III) | 10 March 2005 | Continuing |
Particulars of the qualifications, experience and special responsibilities of current Directors or alternate Directors of DRFM at the date of this Report are set out in the DRT Annual Report 2005 in the section titled "Directors".
Particulars of the qualifications, experience and special responsibilities of Daniel S Weaver, a Director of DRFM during the period 29 September 2004 to 30 June 2005 are as follows:
Daniel S Weaver BArch, MBA, AFIRE (Executive Director)
With over 18 years of real estate experience, primarily with firms specialising in retail property, Daniel joined RREEF's acquisition group in 1996. Daniel's responsibilities entail overseeing RREEF's retail property acquisitions, including expanding its target markets and serving as the retail specialist on RREEF's Investment Committee. Prior to his current role, Daniel was most recently a portfolio manager for one of RREEF's separate account pension fund clients. Prior to joining RREEF, Daniel was a vice president with Homart Development Co. Daniel is a member of the International Council of Shopping Centres (ICSC) and the Association of Foreign Investors in Real Estate (AFIRE). He holds an undergraduate degree in architecture and an MBA from Miami University.
1.2 Deutsche Asset Management (Australia) Limited
The following persons were Directors of Deutsche Asset Management (Australia) Limited at any time during the period 1 July 2004 to 29 September 2004:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare, Chair! | -25 March 2003 | 20 October 2004 |
| Stewart F Ewen Ly | 25 March 2003 | 20 October 2004 |
| Shaan A Mays | 13 May 2004 | 4 May 2005 |
| William B Robinson 6,8,5 | 25 May 2000 | 20 October 2004 |
| -Brian-E-Scullin? | 20 December 1999 | Continuing |
| David C Shields | 25 March 2003 | Continuing |
1 Independent Director.
2 Audit Committee Member.
3 Compliance Committee Member.
Particulars of the qualifications and experience of each of the Directors mentioned in this sub-section are set out in section 1.1 of this Report and in the DRT Annual Report 2005 in the section titled "Directors".
1.3 company secretaries
The names and details of the Company Secretaries of DRFM as at 30 June 2005 are as follows:
Tanya L Cox MBA MAICD (Company Secretary)
Appointed: 1 October 2004
Tanya joined DB Real Estate in July 2003 as Chief Operating Officer, responsible for the efficient management of the overall real estate business in Australia. Tanya has held various general management positions over the past 15 years, including Director and Chief Operating Officer of NM Rothschild & Sons (Australia) Ltd and General Manager - Finance, Operations and IT of Bank of New Zealand (Australia).
Tanya is Chief Operating Officer and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
lan Thompson BEc (Company Secretary)
Appointed: 12 July 2000 Resigned: 1 July 2005
lan has worked in a range of roles including: Research and Policy Officer, Senior Administration Officer and Assistant Company Secretary in the State Superannuation Board, Local Government Superannuation Board, Public Authorities Superannuation Board, State Superannuation Investment and Management Corporation and Axiom Funds Management Limited, prior to being appointed as Company Secretary to various Group companies of Deutsche Bank in 2000.
John C Easy BComm, LLB (Company Secretary)
Appointed: 3 July 2005
John joined Deutsche Asset Management as a senior lawyer in 1997 and is now the Head of Legal for DB RREEF. John has been involved in the listing of Deutsche Office Trust and major acquisition, disposal and leasing transactions for the group, along with responsibility for legal issues affecting the property portfolio. John was formerly a senior associate with major law firms Allens Arthur Robinson and Gilbert & Tobin. John is currently undertaking the Graduate Diploma in Applied Corporate Governance with Chartered Secretaries Australia.
John is Head of Legal and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
2. attendance of directors at board meetings and board committee meetings
2.1 DB RREEF Funds Management Limited
The Responsible Entity of the Trust changed from Deutsche Asset Management (Australia) Limited to DRFM on 29 September 2004. Set out below are the details of Director attendance at Board and Board committee meetings:
DB RREEF Funds Management Limited for the period to 30 June 2005
| Board | Board Audit Committee |
Board Nomination and Remuneration |
Board Risk and Compliance |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
||
| Directors | |||||||||
| Christopher T Beare | 9 | 9 | |||||||
| Elizabeth A Alexander AM | 8 | 5 | 5 | ||||||
| Barry R Brownjohn | 8 | 6 | 5 | 3 | |||||
| Stewart F Ewen | 9 | 9 | 5 | 5 | 3 | ||||
| Victor P Hoog Antink | 9 | 9 | |||||||
| Charles B Leitner III | 5. | 3 | |||||||
| Shaun A Mays" | 4 | 3 | |||||||
| Brian E Scullin | 8 | 8 | 3 | 2 | 2 | ||||
| Daniel S Weaver | O | ||||||||
| Alternate Director | |||||||||
| Shaun A Mays (alternate) | |||||||||
| for Charles B Leitner (IB) | 5. | 4 | J. |
1 Number of meetings held while a Director.
2 Shaun A Mays resigned as a Director on 10 March 2005.
Since 30 June 2005 the DRFM Board has established the Board Treasury Policy Committee.
2.2 Deutsche Asset Management (Australia) Limited
The following table outlines details of Director attendance at Board and Board committee meetings for the period to 29 September 2004 for Deutsche Asset Management (Australia) Limited, the then Responsible Entity of DOT.
Deutsche Asset Management (Australia) Limited for the period to 29 September 2004
| Board | Board Audit Committee |
Board Risk and Compliance Committee |
||||
|---|---|---|---|---|---|---|
| Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
|
| Deutsche Asset Management (Australia) Limited | ||||||
| Christopher T Beare | 4 | 4 | ||||
| Stewart F Ewen | 4 | 4 | ||||
| Shaun A Mays | Δ | 4 | ||||
| William 8 Robinson | 4 | 4 | ||||
| Brian E Scullin | 4 | 3 | ||||
| David C Shields | Δ | 4 |
1 Number of meetings held while a Director.
3. directors' and executive remuneration report
DRFM's Directors' and Executive Remuneration is set out in the section titled "Directors' and Executive Remuneration Report" that follows this Report.
4. directors' interests
4.1 interest in securities
As at the date of this Report, the interests of each Director in the securities of DB RREEF Trust ("DRT") are:
| Personally | Indirectly | |
|---|---|---|
| Christopher T Beare | N# | Ni |
| Elizabeth A Alexander AM | N8I | Ni |
| Barry R Brownjehn | N# | Ni |
| Stewart F Ewen | Nä | Ni |
| Victor P Hoog Antink | 图 | Ni |
| Charles B Leitner III | 下注 | Ni |
| Sharin A Mays (alternate to Charles B Leitner III). | 图 | Ni |
| Brian E Scolán | Nì | Ni |
As at the date of this Report, no Director held options over securities in DRT.
4.2 other interests
As at the date of this Report, no Director held any interest in any other fund or scheme managed by the Responsible Entity or another entity that forms part of DRT.
5. directors' directorships in other listed companies
The following table sets out directorships that the Directors of the Responsible Entity held as at 30 June 2005 and during the three years. preceding 30 June 2005 and up to the date of this Report including the period for which each directorship was held:
| Directors | Company | Date appointed | ***** Date resigned |
|---|---|---|---|
| Christopher T Beare | DB RREEF Holdings Limited® | 21 Sep 2004 | Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Elizabeth A Alexander AM | DB RREEF Holdings Limited! | 1 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 3 Jan 2005 | Continuing | |
| Amcor Limited | Apr 1994 | Continuing | |
| Boral Limited | Sep 1994 | Continuing | |
| CSL Limited | Jel 1991 | Continuing | |
| Barry R Brownjeha | DB RREEF Holdings Limited® | 3 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 3 Jan 2005 | Continuing | |
| Stewart F Ewen | DB RREEF Holdings Limited® | 21 Sep 2004 | Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Victor P Hoog Antink | DB RREEF Holdings Limited® | 1 Oct 2004 | Continuing |
| DB RREEF Funds Management Limited® | 1 Oct 2004 | Continuing | |
| Charles B Leitner III | DB RREEF Holdings Limited® | 10 Mar 2005 | Continuing |
| DB RREEF Funds Management Limited® | 10 Mar 2005 | Continuing | |
| Brian E Scuttin | DB RREEF Holdings Limited 3 | 3 Jan 2005 | Continuing |
| DB RREEF Fands Management Limited® | 3 Jan 2005 | Continuing | |
| (YS Instalment Receipt Limited® | 24 Oct 2000 | Continuing | |
| Deutsche Asset Management (Australia) Limited ® | 20 Dec 1999 | Continuing | |
| Alternate Director | |||
| Shaun A Mays | DB RREEF Holdings Limited! | 10 Mar 2005 | Continuing |
| (alternate to Charles B Leitner HI) | DB RREEF Funds Management Limited® | 3 Jan 2005 | Continuing |
| (YS Instalment Receipt Limited® | 13 May 2004 | 4 May 2005 | |
| Deutsche Asset Management (Australia) Limited ® | 13 May 2004 | 4 May 2005 |
- OB RREEF Holdings Pty Limited is the holding company of DRFM.
2 DRFM is Responsible Entity for (a) the Trust, a managed investment scheme whose units are stapled to the units of DB RREEF Industrial Trust, DB RREEF Operations Trust and DB RREEF Diversified Trust and trade on ASX as DB RREEF Trust and (b) DB RREEF RENTS Trust, whose Reat-Estate perpelbal exchaNgeable sTep-up Securities called RENTS are listed on ASX.
3 IYS Instalment Receipt Limited has issued ASX listed instalment receipls over units in the Deutsche Relail Infrasbucture Trust, a managed investment scheme that is issed but not quoted on ASX and whose Responsible Entity is Deutsche Asset Management (Australia) Limited.
directors' report (continued)
6. principal activities
During the year the principal activity of the Trust consisted of investment in a diversified portfolio of real estate assets within Australia and New Zealand.
The number of employees of the group during the reporting period was nil as at 30 3une 2005 (2004; nil).
7, total value of trust assets
The total value of the assets of the Trust as at 30 June 2005 was \$2.7 million (2004: \$2.3 million). A schedule detailing the basis of this valuation is outlined in note 1 of the financial statements.
8. review and results of operations
A review of the results and operations, including the expected results. of operations of the Trust, is set out in the "Chief Executive Officer's Report" in the DRT Annual Report 2005.
9. likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information. of the future developments or results of the Trust, other than that information already outlined in this Report or the financial statements accompanying this report, would be unreasonably prejudicial to the Trust.
10. significant changes in the state of affairs
On 27 September 2004, unitholders of the Trust, DB RREEF Diversified Trust (formerly Deutsche Diversified Trust) ("DDF") and DB RREEF Industrial Trust (formerly Deutsche Industrial Trust) ("DiT") voted to replace their respective constitutions, replace their respective responsible entities and staple their units together with a newly formed trading trust DB RREEF Operations Trust ("DRO") to create a stapled security known as DB RREEF Trust ("DRT") (ASX Code: DRT). Details on the proposal were outlined in the information. Memorandum and Product Disclosure Statement dated 30 August 2004. The result of these resolutions became effective on 30 September 2004.
The consolidation of the Trust and DDF, DIT and DRO, the acquisition of the US REIT, and the associated debt arranging and interest rate hedging, are referred to as "the Transaction".
For the purposes of statutory reporting, the stapled security must be accounted for as a consolidated group. The parent entity, DDF is the deemed acquirer of DIT, DOT and DRO.
DB RREEF Funds Management is a wholly owned subsidiary of DB RREEF Holdings Pty Eimited ("DRH"). DRH is 50 per cent owned by DREM as Responsible Entity for DRO and 50 per cent owned by First Australian Property Group Holdings Pfy Limited, a subsidiary of the Deutsche Bank Group.
As part of the stapling process, the Trust, DDF and DIT each paid. a special distribution by way of a capital return that was applied onbehalf of each unltholder to subscribe for new issued unlts in each
of the other trusts, including DRO. The number of units issued by each trust changed so that each trust had the same number of issued units. The namber of stapled securities owned by an investor in DRT equals the same number of units in the Trust, DDF, DIT and DRO.
Other than the matters disclosed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in the Report or the financial statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in future. financial years.
11. matters subsequent to the end of the financial year
On 7 3xly 2005, amendments were made to the Trust's constitution. that enabled the Trust to satisfy the Australian International Financial Reporting Standards criteria for unitholders' funds to be classified as equity. The Directors of the Responsible Entity were of the view that such amendments were not materially adverse to unitholders' rights. or inferests nor did they change the nature of the Trust.
Since the end of the year the Directors of the Responsible Entity are not aware of any matter or circumstance that has significantly affected or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in foture years.
12. distributions
Distributions paid or payable by the Trust for the year ended 30 June 2005 are detailed in note 24 of the financial statements and form part of this Report.
13. responsible entity and associate interests
Fees totaling \$10.8 million (2004: \$10.2 million) were paid or are payable by the Trust to the Responsible Entity for the year ended 30 June 2005. Details of these fees are outlined in note 2 of the financial statements and form part of this Report.
The namber of interests in the Trust held by the Responsible Entity or its associates as at the end of the financial year are disclosed innote 28 of the financial statements and form part of this Report.
14. interests in the trust
The movement in securities on issue in the Trust is detailed in note 21 of the financial statements and forms part of this Report.
The Trust did not issue any options during the year.
15. environmental regulation
The Directors of the Responsible Entity are satisfied that adequate systems are in place for the management of its environmental responsibility and compliance with the various licence requirements. and regulations. Further, the Directors are not aware of any breaches of these requirements and to the best of their knowledge, all activities have been undertaken in compliance with environmental requirements.
16. indemnification and insurance
The insurance premium for a policy of insurance indemnifying directors, officers and others (as defined in the relevant policy of insurance) is paid by the Responsible Entity.
17. audit
17.3 auditor
PricewaterhouseCoopers ("PwC" or "Auditor") continues in office in accordance with section 327 of the Corporations Act 2001.
17.2 mon-surfit carvicae
Details of the amounts paid to the Auditor, which include amounts paid for non-audit services totalling \$757,126, are set out in note 5. in the Notes to the Financial Statements.
The Directors are satisfied that the provision of non-audit services provided during the year by the Auditor (or by another person or firm on the Auditor's behalt), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
Reasons for the Directors being satisfied that the provision of those non-audit services, during the year, by the Auditor did not compremise the Auditor's independence are as follows:
- Board Audit Coramittee has determined that the external auditor 缀 will not provide services that have the potential to impair the independence of their audit role, including:
- participating in activities that are normally undertaken gg. by reanagement;
- being remunerated on a "success fee" basis;
- providing services where the Auditor may be required $\mathcal{Q} \mathcal{Q}$ to review or audit their own work, including:
- the preparation of accounting records;
- the design and implementation of information technology systems;
- conducting valuation, actuarial or legal services;
- promoting, dealing in or underwriting securities; or
- providing internal audit services;
- Board Audit Committee regularly reviews the performance and $855$ independence of the external Auditor and whether the independence of this function has been maintained having regard to the provision of non-audit services; and
- the external Auditor must provide a written declaration to the 缀 Board regarding their independence each reporting period.
Since 30 Jane 2005, Board Audit Committee approval is required before the engagement of the external Auditor to perform any non-audit service for a fee greater than \$100,000.
17.3 audit indebendence statement
A copy of the Auditor's Independence Dectaration as required under section 307C of the Corporations Act 2001 is set out on page 14, and forms part of this Report.
18. corporate governance
The Responsible Entity's Corporate Governance Statement is set out in the DRT Annual Report 2005, which accompanies this Report.
19. rounding of amounts and currency
The Trust is a registered scheme of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the "rounding off" of amounts in the Directors' Report and financial report.
Amounts in the Directors' Report and financial report have been rounded off in accordance with that Class Order to the nearest thousand deflars, unless otherwise indicated.
All figures in this Report and the financial report, except whereofherwise stated, are expressed in Australian dollars.
20. management representation
The Chief Executive Officer and the Chief Operating Officer have reviewed the group's financial reporting processes, policies and procedures together with the Trast's risk raanagement and internal control and compliance policies and procedures. Following that review if is their opinion that the Trust's financial records for the financial year have been properly maintained in accordance with the Corporations Act and the financial statements and their notes comply. with the accounting standards and give a true and fair view.
21. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Chix Seen
Christopher T Beare Chair Sydney 25 August 2005
Victor P Hoog Antink Chief Executive Officer Sydney 25 August 2005
DB RREEF Office Trust Financial Statements 2005 9
directors' and executive remuneration report
The Directors of DB RREEF Funds Management Limited ("DRFM") as Responsible Entity of DB RREEF Office Trust ("the Trust" or "DOT") and its consolidated entities present their Remuneration Report for the year ended 30 June 2005.
1. general remuneration framework
The objective of DRFM's remuneration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns employee reward with achievement. of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies the following key criteria for good reward governance practices:
- competitiveness and reasonableness; Ø
- 娑 performance linkage/alignment;
- transparency; and Ø
- financial and non-financial resource management. Ŷ.
ta consultation with external remuneration consultants DRFM has structured a remuneration framework that is market competitive and complementary to its reward strategy. Alignment to investors' interests is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- delivery of forecast returns; and 86
- ø achievement of key non-financial value drivers.
Alignment of employees' inferests is achieved through the planrewarding capability and performance. For participants, the plare-
- provides a clear structure for earning reward; Ø
- delivers competitive reward for contribution to the creation. W of value; and
- provides recognition for contribution. 慾
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a mix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains sersiority within DRFM, the balance of this mix shifts to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implementation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predetermined performance targets, a shortterm incentive pool, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees during the annual review. Cash incentives are payable in September each year. Performance targets are utilised to ensure that variable reward is only available when value has been created for investors, and when performance is consistent with forecasts. The incentivepool may be feveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based on group, individual business and personal objectives. Performance indicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures linked to drivers of performance in future reporting periods. Shortterm incentive payments may be adjusted up or down in line with under or over achievement against target performance levels, at the discretion of the Board Noraination and Remuneration Committee.
Termination provisions for the Chief Executive Officer ("CEO") are set out in the CEO's contract of employment. In the event of early termination, DRFM may be required to give 12 months notice and may elect to payout all or part of this notice period.
There are no termination provisions extended to any other DREM executive.
2. non-executive directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually. by the Board Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration. consultants to ensure Non-Executive Directors' fees and payments. are appropriate and in line with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees. receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. details of remuneration of directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the year ending 30 June 2005 are set out in the following tables.
Year ending 30 June 2005
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| Ω | Î, | S | ||||
| Non-Executive Directors | ||||||
| Christopher T Beare | 193.125 | 193,125 | ||||
| Elizabeth A Alexander | 65,000 | 65,000 | ||||
| Barry R Brownjohn | 60,000 | 60.000 | ||||
| Stewart F Ewen | 95,625 | 95.625 | ||||
| Brian E Scuttin | 68.750 | 68.750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | 3 | 682.139 | 68.800 | 750.939 | ||
| Charles B Leitner III | 2 | 12,300 | 12.300 | |||
| Shaon A Mays (alternate to Charles B Leitner III). | 2 | 16,000 | 16,000 | |||
| Daniel S Weaver | 2 | $\cdots$ |
Note 1: Non-Executive Director's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is Director's total remoneration from 1 October 2004, or the date of appointment if later than 1 October 2004, to 30 June 2005.
Note 2: These Executive Director's remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on DB RREEF Funds Management Limiled's activities during the period ending 30 June 2005.
Note 3: The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Officer's total remuneration for the period ending 30 June 2005. No short term incentive payment for the period 1 October 2004 to 30 June 2005 has been allocated. Consequently, no payment is included in the above.
There were no stapled securities or options issued during the period to any Director or employee as part of their remuneration. No Director or Executive received any retirement benefit during the period.
directors' and executive remuneration report (continued)
3.2 Deutsche Asset Management (Australia) Limited and DB Real Esiate Australia Limited
The remuneration received by the Directors of Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited was paid by Deutsche Bank. As the Directors of each of these Responsible Entities are common the following table details the combined amount of each efement of remuneration, for the period 1 July 2004 to 29 September 2004 (being the date when each entity ceased to be the Responsible Entity of its respective trusts and DB RREEF Funds Management Limited became the Responsible Entity of DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust).
For the period 1 July 2004 to 29 September 2004
| Note(s) | Salary and fees |
Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| \$ | ||||||
| Non-Executive Directors | ||||||
| Christopher T Beare | 12,500 | 12,500 | ||||
| Stewart F Ewen | 21.250 | 21,250 | ||||
| William 8 Robinson | 15,000 | 15.000 | ||||
| Brian E Scullin | 20.250 | 20.250 | ||||
| Executive Directors | ||||||
| Shaun A Mays | 2 | 9.000 | 9.000 | |||
| David C Shields | o | 9.811 | 9.811 |
Non-Executive Director's remuneration was a cost of Deutsche Bank. The amount shown in this Remuneration Report is each Director's total Note 1: remuneration for the period ending 29 September 2004.
Note 2-Executive Director's remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on Deulsche Asset Management (Australia) Limited and DB Real Estate Australia Limited activities relating to DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust during the period ending 29 September 2004.
4. details of remuneration of executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing 1 October 2004 and ending 30 June 2005
| Position | Salary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| £ | \$ | £ | ||||
| Tariya L. Coxi | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | 62.000 | 8.689 | 287.000 | |
| Ben J Lehmann | Head of Portfolio Services | 216.311 | 75.000 | 8.689 | 300,000 | |
| lan D Robins. | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456.250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. other disclosures
There were no loans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
6. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Chix Sem
Christopher T Beare Chair Sydney
25 August 2005
auditors' independence declaration

Auditors' Independence Declaration
PricewaterhouseCoopers ABN 52 780 433 757
Darling Park Tower 2 201 Sussex Street GPO 8OX 2650 SYONEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au-Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
As lead auditor for the audit of DB RREEF Office Trust for the year ended 30 June 2005, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of DB RREEF Office Trust and the entities it controlled during the period.
DA Prothero Partner PricewaterhouseCoopers
Sydney 25 August 2005
Lisbility limited by a scheme approved under Professional Standards Legistation
statements of financial performance
DB RREEF OFFICE TRUST STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2005
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||||
| Property income | 3 | 216,686 | 202,273 | 137.980 | 121,529 |
| Distribution income | 47.138 | 56,245 | |||
| Interest income | 1.411 | 389 | 932 | 322 | |
| Other revenues from ordinary activities | 4 | 260 | 557 | 258 | 557 |
| Share of net profits of associates accounted for using the equity method | 13 | 2,277 | 2.196 | ||
| Total revenue from ordinary activities | 220,634 | 205,415 | 186,308 | 178,653 | |
| Expenses from ordinary activities | |||||
| Property expenses | (56,751) | (53,685) | (33, 423) | (30,513) | |
| Responsible Entity fees | 28 | (10, 825) | (10, 189) | (7,383) | (6,828) |
| Borrowing costs expense | 6 | (53,894) | (40.962) | (53,035) | (39, 246) |
| Other expenses from ordinary activities. | 6 | (2.982) | (1.155) | (2,855) | (928) |
| Decrement on revaluation of investments | 22 | (6.807) | |||
| Costs associated with the Transaction | 7 | (12,480) | (12,480) | ||
| Total expenses from ordinary activities | (143,739) | (105, 991) | (109, 176) | (77, 515) | |
| Net profit | 76,895 | 99,424 | 77,132 | 101,138 | |
| Net profit attributable to outside equity inferests. | (619) | ||||
| Net profit attributable to unitholders | 22 | 76,276 | 99,424 | 77,132 | 101,138 |
| Net increase in asset revaluation reserve | 22 | 69,554 | 1,053 | 69.591 | 1.053 |
| Net increase in foreign currency translation reserve | 22 | 38 | |||
| Total revenues, expenses and valuation adjustments attributable | |||||
| to members of the Trust recognised directly in equity | 69,592 | 1,053 | 69,591 | 1,053 | |
| Total changes in equity other than those resulting from transactions with unitholders as owners |
145,868 | 100,477 | 146,723 | 102,191 | |
| Cents | Cents | ||||
| Basic earnings - cents per unit | 33 | 3.44 | 8.66 | ||
| Dituted earnings - cents per unit | 33 | 3.44 | 8.66 | ||
| Basic earnings before the Transaction - cents per unit | 33 | 7.54 | 8.66 | ||
The above Statements of Financial Performance should be read in conjunction with the accompanying notes.
| Consolidated | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |||
| Note(s) | \$'000 | \$'000 | \$000 | \$'000 | ||
| Distribution | ||||||
| Net profit attributable to unitholders. | 76.276 | -99.424 | 77.132 | 101.138 | ||
| Movement in undistributed income | (635) | 1.750 | (1.491) | |||
| Transfer to/trom asset revaluation reserve | 10.275 | 2.151 | 10.275 | 2.187 | ||
| Distribution paid and payable | 22/24 | 85,916 | 103.325 | 85.916 | 103.325 | |
| Distribution paid/payable - cents per unit | Cents | Cents | ||||
| Ordinary units | 24 | 3.22 | -9.00 |
statements of financial position
DB RREEF OFFICE TRUST STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2005
| Parent Entity | |||||
|---|---|---|---|---|---|
| 2005 | Consolidated 2004 |
2005 | 2004 | ||
| Note(s) | \$'000 | \$000 | \$'000 | \$'000 | |
| Current assets | |||||
| Cash assets | 9.850 | 5,139 | 7,958 | 3,738 | |
| Receivables | 8 | 3,483 | 3,759 | 91,674 | 271,420 |
| Loan to third party | 9 | 5,006 | $\ddots$ | ||
| Other | 10 | 5.484 | 7,314 | 4,183 | 5,367 |
| Total current assets | 23,823 | 16,212 | 103,815 | 280,525 | |
| Non-current assets | |||||
| investment properties | 11 | 2,446,810 | 2,290,951 | 1,683,432 | 1,590,042 |
| investments in controlled entities | 12 | 519,856 | 476,084 | ||
| trivestments accounted for using the equity method | 13 | 36.852 | 40.234 | ||
| interest bearing loans receivable from related parties | 14 | 207,354 | u. | 207,354 | |
| Other | 15 | 7,310 | 15,574 | 5,707 | 11,715 |
| Total non-current assets | 2,698,326 | 2,346,759 | 2,416,349 | 2,077,841 | |
| Total assets | 2,722,149 | 2,362,971 | 2,520,164 | 2,358,366 | |
| Current liabilities | |||||
| Payables | 16 | 24,050 | 19,229 | 22,975 | 16,514 |
| Provisions | 17 | 35,517 | 52,810 | 35,517 | 52,810 |
| Total current liabilities | 59,567 | 72,039 | 58,492 | 69,324 | |
| Non-current fiabilities | |||||
| Interest bearing liabilities | 18 | 952.449 | 889.500 | 952,449 | 889,500 |
| Loan with related parties | 19 | 55.684 | i. | 55,684 | |
| Other | 20 | 694 | 663 | 4,611 | 5,950 |
| Total non-current liabilities | 1,008,827 | 890,163 | 1,012,744 | 895,450 | |
| Total liabilities | 1,068,394 | 962,202 | 1,071,236 | 964,774 | |
| Net assets | 1,653,755 | 1,400,769 | 1,448,928 | 1,393,592 | |
| Equity | |||||
| Contributed equity | 21 | 1,359,854 | 1,365,325 | 1,359,854 | 1,365,325 |
| Reserves | 22 | 91,856 | 32,539 | 87,583 | 28,267 |
| Undistributed income | 22 | 3,540 | 2,905 | 1,491 | |
| Outside equity interests in controlled entities | 23 | 198,505 | |||
| Total equity | 1,653,755 | 1,400,769 | 1,448,928 | 1,393,592 |
The above Statements of Financial Position should be read in conjunction with the accompanying notes.
statements of cash flows
DB RREEF OFFICE TRUST STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2005
| Consolidated | Parent Entity | ||||||
|---|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |||
| Cash flows from operating activities | |||||||
| Receipts in the course of operations | 225,691 | 229,670 | 123,202 | 203,006 | |||
| Payments in the course of operations | (89, 187) | (87, 881) | (54, 824) | (62, 343) | |||
| Interest received | 466 | 389 | 932 | 322 | |||
| Borrowing costs paid | (52,208) | (44, 844) | (49,660) | (43, 128) | |||
| Distributions from investments accounted for using the equity method | 1,788 | 2.152 | |||||
| Net cash inflow from operating activities | 31 | 86,550 | 99.486 | 19,650 | 97,857 | ||
| Cash flows from investing activities | |||||||
| Payment for purchase of controlled entity, net of cash acquired | 34 | (4.562) | |||||
| Payments for capital expenditure on investment properties. | (70.042) | (296.008) | (53.138) | (297,004) | |||
| Payments for investments in unit trusts | (15.821) | ||||||
| Lean (to)/from controlled entities | 245.056 | (14, 613) | |||||
| Net cash (outflow)/inflow from investing activities | (74, 604) | (311, 829) | 191,918 | (311.617) | |||
| Cash flows from investing activities | |||||||
| Proceeds from issue of RENTS units | 204,000 | ||||||
| Establishment expenses and unit issue costs | (6.114) | ||||||
| Proceeds from borrowings | 70,643 | 1.261.376 | 70.643 | 1,261,376 | |||
| Repayment of borrowings | (7.694) | (939.576) | (7.694) | (939, 576) | |||
| Borrowings provided to Stapled Trusts | (227.759) | (227, 759) | |||||
| Borrowings provided by Stapled Trasts | 12,498 | 10,271 | |||||
| Distributions paid | (52,809) | (105, 191) | (52,809) | (105, 157) | |||
| Net cash (outflow)/inflow from financing activities | (7, 235) | (216, 609) | (207, 348) | 216,643 | |||
| Net increase in cash held | 4.711 | 4.266 | 4,220 | 2,883 | |||
| Cash at the beginning of the period | 5,139 | 873 | 3,738 | 855 | |||
| Cash at the end of the period | 9,850 | 5,139 | 7,958 | 3,738 |
The above Statements of Cash Flows should be read in conjunction with the accompanying notes.
notes to the financial statements
DB RREEF OFFICE TRUST NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 UJNE 2005
note 1, summary of significant accounting policies
(a) basis of preparation
On 30 September 2004, DB RREEF Trust was created by the stapling together of the Trust, DDF, DIT and DRO and their consolidated entities. The deemed acquirer of the Trust is DDF. The basis of this approach is consistent with current practice. in relation to the financial obligations of stapled entities that were formed after 1 July 2004.
DB RREEF Trust stapled securities are quoted on the Australian Steck Exchange under the code DRT and comprise one unit in each of the Trust, DDF, DIT and DRO. Each entity forming part of DRT continues as a separate legal entity in its own right under the Corporations Act 2001 and is therefore required to comply with the reporting and disclosure requirements under the Corporations Act. 2001 and Australian Accounting Standards.
DB RREEF Funds Management as Responsible Enfity for the Trust, DDF, DIT and DRO may only unstaple the Trust if approval is obtained by special resolution from unitholders of each of the Trusts.
This general purpose financial report has been prepared in accordance with the requirements of the Trust Constitution, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group-Consensus Views and the Corporations Act 2001 in Australia.
It is prepared on the basis of the going concern and historical cost. conventions and has not been adjusted to take account of either changes in the general purchasing power of the dollar or changes. in the values of specific assets, except to the extent that the Trust. investments have been revalued.
It is recommended that this report be read in conjunction with any public pronouncements made by the Trust during the year inaccordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted are consistent with those of the previous period unless otherwise specified. Comparative information has been reclassified whereappropriate to enhance comparability.
(b) principles of consolidation
The consolidated financial statements incorporate all the assets, liabilities and net operating results of the parent and its controlled entities.
The effects of all transactions between controlled entities in the Trust have been eliminated in full.
Certain property investments are held via joint ownership. arrangements (refer note 13). These joint ownership arrangements include the ownership of units in single purpose unlisted trusts over which the Trust exercises significant influence but not control ("Associates").
investments in associates are accounted for in the consolidated financial statements using the equity method. Under this method, the consolidated entity's share of the post-acquisition profits of associates is recognised as revenue in the consolidated Statements of Financial Performance, and its share of post-acquisition movements in reserves is recognised in consolidated reserves.
(c) revenue recognition
Rent
Rent is brought to account on an accruals basis and, if not received at balance date, is reflected in the Statements of Financial Position. as a receivable. Recoverability of receivables is reviewed on anongoing basis. Debts which are known to be not collectable are written off.
Income support
Rental income support is brought to account on an accruals basis in accordance with the relevant contractual arrangements.
interest income
Interest income is brought to account on an accruals basis and, if not received at the balance date, is reflected in the Statements of Financial Position as a receivable.
(d) expenses
Expenses are brought to account on an accruals basis and, if not paid at the balance date, are reflected in the Statements of Financial Position as a payable.
Property expenses
Property expenses include rates, taxes and other property outgoings. incurred in relation to investment properties where such expenses are the responsibility of the Trust.
Borrowing costs
Borrowing costs include interest expense and other costs incurred in respect of obtaining finance. Other costs incurred including fean establishment fees in respect of obtaining finance are deferred and written off over the term of the respective agreement.
Borrowing costs are expensed unless they relate to qualifying assets. Qualifying assets are assets which take a substantial period of timeto get ready for their intended use or sale. Where funds are borrowed specifically for the acquisition or construction of a qualifying asset, the amount of borrowing costs capitalised is those incurred inrelation to that borrowing, net of any interest earned on those borrowings. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average capitalisation rate.
(e) derivatives and other financial instruments
The Trast's activities expose it to changes in interest rates and foreign exchange rates. There are policies and limits approved by the Boardof Directors of the Responsible Entity in respect of the usage of derivatives and other financial instruments to hedge those cash flows and earnings which are subject to interest rate risk and foreign currency risk respectively. In conjunction with its advisers, the Responsible Entity continually reviews the Trust's exposures and updates its treasury policies and procedures. The Trust does not trade in derivative instruments for speculative purposes.
Changes in the net market values of hedging instruments are matched and brought to account with the carrying values and income streams of the underlying assets or liabilities.
The accounting policies adopted in relation to financial instruments are detailed below:
Debt instruments
Debt instruments are carried at face value. Inferest is brought to account on an accruals basis.
Interest rate swaps
The Trust enters into interest rate swap agreements with the objective of hedging the risk of interest rate fluctuations in respect of underlying borrowings. Net receipts and payments in relation to interest rate swaps are recognised in the Statements of Financial Performance on an accruals basis over the life of the hedges (refer note 25).
Forward exchange contracts
Forward exchange contracts are entered into by the Trust to hedge its earnings exposure in relation to foreign investments. This currency hedge rate is used to translate items in the Statements of Financial Performance (refer note 1(s) and note 25).
ID GST
Revenues, expenses and capital assets are recognised net of the amount of goods and services tax ("GST"), except where the amountof GST incurred is not recoverable from the Australian Tax Office. ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
(g) taxation
Under current legislation, the Trust and its controlled enlities are not liable for income tax, provided that the taxable income and taxable realised gains are fully distributed to unitholders each year. Tax allowances for building and plant and equipment depreciation are distributed to unitholders in the form of tax deferred components of the distribution.
(h) distributions
In accordance with the Trust's Constitution, the Trust distributes its distributable income to unitholders by cash or reinvestment.
(i) repairs and maintenance
Plant of the Trust is required to be overhauled on a regular basis. This is managed as part of an ongoing major cyclical maintenance program. The costs of this maintenance are charged as expenses as incurred, except where they relate to the replacement of a component of an asset, in which case the costs are capitalised in accordance with note 1(I). Other routine operating maintenance, repair costs and minor renewals are also charged as expenses. as incurred.
(i) cash
For the purposes of the Statements of Cash Flows, cash includes deposits at call which are readily convertible to cash on hand and are subject to an insignificant risk of change in value.
(k) receivables
Debtors to be settled within 30 days are carried at amounts due. Debts are assessed at balance date and provision is made for any doubtful accounts.
(f) investment properties
It is the policy of the Responsible Entity to review the carrying value. of each property at the reporting date. External valuations of the individual investments are carried out in accordance with the Trusts' Constitution, or earlier where the Responsible Entity believes theremay be a material change in the fair value of the property.
The valuations are measured at fair value being the amounts for which assets could be exchanged between knowledgeable willing parties in an arm's length transaction. Revaluations are made with sufficient regularity to ensure that the carrying amount of each investment property does not differ materially from its fair value at the reporting date.
A revaluation increment is credited directly to the asset revaluation. reserve, unless it is reversing a previous decrement charged as anexpense in the Statements of Financial Performance in respect of that same class of assets, in which case the increment is credited directly to the Statements of Financial Performance.
A revaluation decrement is recognised directly as an expense in the Statements of Financial Performance, unless it is reversing a revaluation increment previously credited to, and still included in the balance of the asset revaluation reserve in respect of that same. class of assets, in which case it is debited directly to the assetrevaluation reserve.
The gain or loss on disposal of revalued assets is calculated as the difference between the carrying amount of the asset at the date of disposal and the net proceeds from disposal and is included in the Statements of Financial Performance in the year of disposal. Any related balance remaining in the asset revaluation reserve at the time. of disposal is transferred to undistributed income.
Land and buildings have the function of an investment and areregarded as a composite asset. The applicable Accounting Standards do not require that investment properties be depreciated. Accordingly, the buildings and any component thereof (including plant and equipment) are not depreciated.
Expenses capitalised to properties may include the cost of acquisition, additions, refurbishment, redevelopment, borrowing costs and fees incurred.
The carrying amounts of current and non-current investment. properties are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of current and non-current investment properties exceeds the recoverable amount, the asset is written down to the lower amount.
(m) leasing fees
Leasing fees incurred in relation to the initial letting of property or following redevelopments are capitalised to the property. Leasing feesincurred in relation to the ongoing renewal of major tenancies are capitalised and amortised over the lease periods to which they relate.
note 1, summary of significant accounting policies (continued)
(n) lease incentives
Prospective lessees may be offered incentives as an inducement to enter into non-cancellable operating leases. These incentives may take various forms including up front cash payments, rent free periods, or a contribution to certain lessee costs such as fit out costs. or relocation costs.
These incentives are repaid out of future lease payments and therefore are recognised as an asset in the Statements of Financial Position. Specifically:
- rent free periods when provided, the rent forgiven in early years. 娑 is capitalised to a deferred income account, at the earlier date from which the tenant has effective use of the premises or the lease commencement date and is released to the Statements of Figancial Performance in later years to ensure a constant rate of return over the term of the lease:
- gg. cash contributions - where provided, the amount of contribution is capitalised as an asset in the Statements of Financial Position. and written off over the term of the lease;
- g tenant fit out costs associated with fitting out a building specifically for a lessee and that are not expected to be used. beyond the term of the lease are capitalised in the Statements of Financial Position and written off over the term of the lease; and
- lessor owned fit out when the fit out is an asset of the lessor gg. and can be retained by the lessor beyond the lease terra, it is considered integral to the building and is capitalised into the cost of the property and adjusted through the valuations.
(o) investments accounted for using the equity method
Some property investments are held through the ownership of units in single purpose unlisted trusts where the Trust exerts significant influence but does not have a controlling interest. The Trust has adopted the equity method of accounting for these investments.
interests held by the Trust are brought to account at valuation based on the net tangible asset backing.
(p) acquisition of assets
The purchase method of accounting is used for all acquisitions. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition.
(q) payables
These amounts represent liabilities for amounts owing by the Trust at year end which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(r) earnings per unit
Basic and diluted earnings per unit are determined by dividing the net profit attributable to unitholders of the Trust by the weighted average number of ordinary units outstanding during the financial year.
(s) foreign currency
Foreign currency investments
Foreign assets and liabilities are converted to Australian Dollars. ("A\$") at the rate of exchange on the date of the transaction or at hedged rates if applicable.
Foreign investments are in New Zealand ("NZ").
Translation of foreign currency operations
All foreign operations are deemed self-sustaining in accordance with AASB 1012: Foreign Currency Translation, as each is financially and operationally independent of the Australian operations.
The financial reports of overseas operations are translated to Australian dollars using the current rate method, except for earnings which are translated at the applicable currency hedge contract rates. Any exchange differences are faken directly to the foreign currency. transfation reserve.
Exchange rates
The following exchange rates have been used to translate financial statements of foreign operations to Australian dollars:
| 30 June 2005 | |||
|---|---|---|---|
| Spot A\$/NZ\$ | Statements of Financial Position | 3. 0937. | |
| Average A\$/NZ\$3 Statements of Financial Performance | 3. A804. |
1 The average exchange rate includes applicable hedges.
(t) international financial reporting standards ("IFRS")
The adoption of Australian equivalents to IFRS ("AIFRS") will be first reflected in the financial statements for the half year ended. 31 December 2005 and the year ended 30 June 2006.
The Responsible Entity has established a project team to manage the transition to AIFRS, including training of staff, and systems and internat control changes necessary to gather all the required financial information. In seme cases choices of accounting policies are available, including elective exemptions under Accounting Standard AASB 1: First-time Adoption of Australian Equivalents to IFRS. The project is now at a stage where material AIFRS adjustments. are known, to enable the preparation of an opening Statement of Financial Position as at 1 3aly 2004, the transition date to AIFRS.
Impact of transition to AIFRS
The impact of transition to AIFRS, including the selection and application of AIFRS accounting policies, is based on AIFRS. standards that management expect to be in place, or whereapplicable, have been adopted, when preparing the first complete-AIFRS financial report. The disclosures below assume that the Trust will elect not to apply the requirements of AASB 132 and AASB 139. in the first comparative year under AIFRS.
Although the adjustments disclosed in this note are based. on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change.
Revisions to the selection and application of AIFRS accounting policies may be required as a result of:
- si. changes in financial reporting requirements that are relevant to the Trust's first complete AIFRS financial report arising from new or revised accounting standards or interpretations issued by the Australian Accounting Standards Board subsequent to the preparation of the 30 June 2005 financial report;
- additional guidance on the application of AIFRS in the property industry; or
- st changes to the Trust's operations.
Therefore, until the Trust prepares its first full AIFRS financial statements, the possibility cannot be excluded that the accompanying disclosures may have to be adjusted.
Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following (references to new AASB standards below are to the Australian equivalents to IFRS issued in July 2004):
Investment properties
Under AASB 140: Investment Property, gains and losses arising from changes in the fair values of investment properties will be recognised. in the Statements of Financial Performance rather than through the asset revaluation reserve of the Statements of Financial Position.
On transition to AIFRS, the balance of the asset revaluation reserve as at 1 July 2004 will be transferred to retained earnings. This will increase the balance of retained earnings by \$91,818,000. Had AASB 140 been applied during the year ended 30 June 2005, the impact to net profit would have been an increase of \$69,554,000.
Certain real estate investments currently classified as investment. properties (such as properties under construction) may not meet. the AIFRS definition of investment property. Therefore, a separate class of assets may be shown on the face of the Statements of Financial Position.
Financial instruments
All inferest rate and foreign currency derivatives will be recognised at fair value in the Statements of Financial Position, with changes in fair value during the period recognised in the Statements of Financial Performance, or if classified as a cash flow hedge and proved to be effective, deferred in equity.
The Board has decided not to adopt hedge accounting for financial instruments in existence at 30 June 2005, which may result in future. unrealised earnings volatilities, without any associated volatility incash earnings, and hence distributions. The Board will continually review this position and may elect to apply hedge accounting to financial instruments entered into in the future.
The Trust will be electing to adopt the exemption available under AASB 1 to apply AASB 132: Financial Instruments - Disclosure and Presentation and AASB 139: Financial Instruments - Recognition and Measurement only from 1 July 2005. This allows the Trust to apply AGAAP to the comparative information of financial instruments. within the scope of AASB 132 and AASB 139 for the 30 June 2006. financial report.
Rental revenue
Accounting Standard AASB 117: Leases, requires rental revenues to be recognised on a straightline basis over the term of the lease. This applies to operating leases with fixed rent review clauses. The Responsible Entity has analysed the impact of straightlining fixed reviews and has determined that the amount of income that would have been recognised for the year ended 30 June 2005 if the standard had applied for this financial year would have been \$8,957,000. On transition to AIFRS, an amount of \$21,583,000 will be recognised as lease income receivable that will form part of the property portfolio. However, these would be offset by a notional fair value adjustment to income and investment properties to bring the balance of the investment properties back to fair value, resulting inno impact to net profit and net assets of the Trust.
Lease incentives
Accounting standard AASB 117: Leases, and UIG 115: Operating Leases - Incentives, requires all lease incentives to be capitalised. and amortised over the period of the lease. The Responsible Entity has assessed the impact of this treatment based on the current lease. incentives and has estimated an additional amortisation expense and accumulated amortisation of \$6.5 million for the year ended 30 June. 2005. On transition to IFRS, an amount of \$73 million will be recognised as unamortised lease incentives that will form part of the fair value of the property portfolio. However, these would be offset by a notional fair value adjustment to income and investment properties. to bring the balance of the investment properties back to fair value, resulting in no impact to net profit and net assets of the Trust.
Revenue disclosures in refation to the sale of non-current assets
Under AIFRS, the reveaue recognised in relation to the sale of noncurrent assets is the net gain on the sale. This is in contrast to the current AGAAP treatment under which the gross proceeds from sale. are recognised as revenue and the carrying amount of the assets sold is recognised as an expense. The net impact on the Statement of Financial Performance is nil.
As the Trust had no asset safes in the year ended 30 June 2005, had this policy been applied in the current year there would have been no impact. on the consolidated revenue from ordinary activities or the expense.
Unitholders equity
Accounting Standard AASB 132: Financial Instruments - Disclosure and Presentation, outlines and defines the criteria for recognising a financial instrument as either debt or equity. Under currentaccounting standards (AGAAP) units in a fixed life trust are considered equity. However under AIFRS the same instrument would be classified as debt due to the fixed life of the issuance. Distributions paid to unifficiders under this classification would be reclassified as a form of finance charge. These changes would not impact on the financial or economic position of the Stapled Entity or that of the unitholder but would significantly impact on the presentation and disclosure in the financial accounts.
On 6 June 2005, ASIC issued class order 05/566 "Managed Investment Schemes: Perpetuity Clauses in Scheme Constitutions". This class order allows the Responsible Entity to amend a constitution by removing a termination clause and make other amendments as required so long as the changes do not materially change the nature of the scheme or have a materially adverse effect. on the interests of members.
note 1, summary of significant accounting policies (continued)
On 7 of July 2005, amendments to the constitution were made that enable the Trust to satisfy the criteria for unitholders funds to be classified as equity. The Board was of the view that such amendments were not materially adverse to unitholders nor did they change the nature of the scherae.
These changes are the only material changes anticipated, but should not be regarded as the only changes in accounting policies that will result from the transition to AFRS as regulatory bodies have significant orgoing projects that could affect the interpretation of the differences between Australian Generally Accepted Accounting Principles and IFRS.
While the application of IFRS may introduce volatility into forecast financial information, this will not affect the cash flows from operations.
note 2. individually significant items
On 1 October 2004, DB RREEF Funds Management Limited replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust.
The management fee structure was amended to reflect new feearrangements as follows:
austration and new zealand assets
- B Fee: 0.45 per cent per annum of gross assets.
- Basis: annualised average gross assets calculated on a month- $\mathscr{C}$ end basis, in accordance with the Trust's Constitution.
- Calculated: monthly. 经
- Payment frequency: monthly. gg.
- Effective date: 1 October 2004. $q\bar{q}$
- Performance fees no longer apply to the Trust. The last period for 怨 which performance fees were calculated for the Trust was the six months ending 30 June 2004. No performance fees were earned post 30 Jane 2004. Similarly, performance fees carried forward. from previous periods are no longer available.
note 3. property income
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | |||||
|---|---|---|---|---|---|
| Consolidated | Parent Entity | ||||
| 2005 2004 |
2005 | 2004 | |||
| \$000 | \$000 | \$'000 | \$'000 | ||
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Rent and recoverable outgoings. |
206.678 | 191.828 | 131,939 | ,,,,,,,,,,,,,,,,,,,, 116.375 |
|
| Other income | 10.008 | 10.445. | -6.041 | 5.154 | |
| Total property income | 216.686 | 202.273 | 137.980 | 121.529 | |
note 4, other revenues from ordinary activities
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| ********* | \$000 | \$'000 | \$'000 | \$'000 |
| Other income | 260 | 551 | 258 | 557 |
| Total other revenues from ordinary activities | 260 | 557 | 258 | 557 |
note 5. remuneration of auditors
During the year the auditor of the parent entity and its related practices earned the following remuneration:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| PricewaterhouseCoopers | |||||
| Audit and review of financial reports and other audit work | |||||
| under the Corporations Act 2001 | 263.338 | 114.274 | 222.538 | 92.398 | |
| Fees paid in relation to oulgoings | 70,101 | 25.629 | 36.444 | 7.481 | |
| Total auditing fees | 333.439 | 139,903 | 258,982 | 99.879 | |
| Assurance | |||||
| Fees paid to PwC Australia | 333,439 | 139.903 | 258.982 | 99,879 | |
| Taxation Services | |||||
| Fees paid to PwC Australia | 84.777 | 75.470 | 29.377 | 26.983 | |
| Advisory Services | |||||
| Fees paid to PwC Australia in relation to IFRS project. | 5,000 | 5.000 | |||
| Total audit and advisory fees | 423.216 | 215,373 | 293,359 | 126,862 | |
| Fees paid in relation to the establishment of the New Zealand and RENTS sub-trusts | |||||
| Fees paid to PwC Australia | 244.601 | ||||
| Fees paid to related practices of PwC Australia | 8,162 | ||||
| 252,763 | $\overline{\phantom{a}}$ | ||||
| Fees paid in relation to the Transaction | |||||
| Fees paid to PwC Australia | 296.529 | 296.529 | |||
| Fees paid to related practices of PwC Australia | 118.057 | 118.057 | |||
| Total included in costs associated with the Transaction | 414.586 | 414.586 |
Total costs associated with the Transaction, paid by the Stapled Entity to PWC and its related practices were \$1,243,759. The Trust's share of these costs was \$414,586.
note 6 (a), other expenses from ordinary activities
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$000 | \$'000 | \$'000 | \$'000 | |
| PricewaterhouseCoopers | |||||
| Audit and advisory fees | 5 | 423 | 215 | 293 | 127 |
| Custodian fees | 212 | 208 | 212 | 208 | |
| Legal and other professional fees. | 325 | € | 325 | ||
| Bad and deathful debts | 259 | $\cdots$ | 127 | ||
| Registry costs and listing fees | $\cdots$ | 301 | $\cdots$ | 101 | |
| Other expenses | 2.022 | 366 | 2.025 | 365. | |
| Total other expenses from ordinary activities | 2.982 | 1.155 | 2.855 | 928 |
note 6 (b), borrowing costs
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$000 | \$'000 | \$'000 | |
| interest paid/payable | 57.171 | 47.720 | 56.312 | 46.004 |
| Amount capitalised | (3.277) | (6.758) | (3.277) | (6.758) |
| Borrowing costs expense | 53.894 | 40.962 | 53.035 | 39,246 |
note 7, costs associated with the transaction
The costs, totalling \$42.28 million relate to the fees and expenses arising from the stapling of the Trust, DDF, DfT and DRO, the acquisition of the US REIT, and the associated debt arranging and interest rate hedging (together referred to as "the Transaction"). The Trust's share of these costs was \$12.48 million.
note 8, current assets - receivables
| Consolidated | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2005 | 2005 | 2004 | ||||
| \$'000 | \$'000 | \$'000 | \$000 | |||
| Rent receivable | 1,458 | 2.665 | 781 | 1.899 | ||
| Less-Provision for doubthal debts. | 16) | (41) | (6) | (41) | ||
| Total rental receivables | 1.452 | 2.624 | 775 | 1.858 | ||
| Distribution receivable from controlled entities. | 47.336 | 27.864 | ||||
| Other receivables from controlled entities | 42.674 | 240.592 | ||||
| Goods and Services Tax ("GST") receivable | 348 | -95 | ||||
| Other receivables | 1,683 | 1.135 | 794 | 1.106 | ||
| Total other receivables | 2.031 | 1,135 | 90.899 | 269.562 | ||
| Total current assets -- receivables | 3,483 | 3.759 | 91.674 | 271.420 |
other receivables from controlled entities
Other receivables from controlled entities represents an inter-entity loan, which is a non-interest bearing loan between the Trust and its controlled entity, DOT Commercial Trust and its controlled entities.
note 9. Ioan to third party
On 4 August 2004, the Trust entered into a contract to purchase NRM Tower, Auckland on completion of its development for NZ\$110.4 million. (subject to an area survey and the leasing profile of the building). NZ\$5.5 million has been lent to the developer as a contribution prior to completion. The value of this loan has been translated at the spot rate as at 30 June 2005 to AUD\$5.0 million.
note 10, current assets - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| Prepayments | 1.812 | 4.524 | 1.015 | 3.596 | |
| Capitalised lease incentives | 1.035 | 2.153 | 678 | 1.379 | |
| Capitalised feasing fees | 637 | 637 | 490 | 392 | |
| Deferred loss on foreign exchange contract | -99 | $\cdots$ | -99 | ||
| Deferred borrowing costs | 1.901 | $\cdots$ | 1.901 | $\cdots$ | |
| Total current assets -- other | 5.484 | 7.314 | 4.183 | 5.367 |
note 11. non-current assets - investment properties
| Property | Ownership (% ) |
Acquisition date | Cost including all additions \$'000 |
|
|---|---|---|---|---|
| Held by parent entity | ||||
| Governor Phillip Tower and Governor Macquarie Tower Office Complex, Sydney NSW | ||||
| 1 Farrer Place, Sydney NSW | 50 | Dec 1998 | 465.556 | |
| 45 Clarence Street, Sydney NSW | 100 | Dec 1998 | 197.929 | |
| 309-321 Kent Street, Sydney NSW | 50 | Dec 1998 | 142.929 | |
| 1 Margaret Street, Sydney NSW | 100. | Dec 1998 | 141.398 | |
| Victoria Cross 60 Miller Street, North Sydney NSW | 100 | Dec 1998 | 83.582 | |
| Zenith Centre 821-843 Pacific Highway, Chatswood NSW | 100 | Dec 1998 | 190.518 | |
| 240 St Georges Terrace, Perth WA | 100 | 3an 2001 | 238.765 | |
| 30-34 Hickson Read, Sydney NSW | 100 | May 2002 | 117,675 | |
| Total parent entity | 1,578,352 | |||
| Held by controlled entities | ||||
| Southgate Complex 3 Southgate Avenue, Southgate VIC | 100 | Aug 2000 | 346,664 | |
| O'Connell House 15-19 Bent Street, Sydney NSW | 100 | Aug 2000 | 49.086 | |
| 201 Elizabeth Street, Svdnev NSW | 50 | Aug 2000 | 106.796 | |
| Garema Court 140-180 City Walk, Civic ACT | 100. | Aug 2000 | 43,313 | |
| Australia Square 264 George Street, Sydney NSW | 50. | Aug 2000 | 195,399 | |
| Total controlled entities | 741.258 | |||
| Total investment properties -- non-current | 2,319,610 | |||
| Property investments accounted for using the equity method | ||||
| 2 O'Conneil Street, Sydney NSW | 50. | Sep 2001 | 6,810 | |
| 4 O'Connell Street, Sydney NSW | 50 | Sep 2001 | 10.711 | |
| 1 Bligh Street, Sydney NSW | 50. | Dec 2003 | 16.277 | |
| 9 Bligh Street, Sydney NSW | 50 | Sep 2001 | 4,926 | |
| Total property investments accounted for using the equity method | 38,724 | |||
| Total investments -- non-current | 2,358,334 |
The title to all properties is freehold with the exception of Garema Court 140-180 City Walk, Civic ACT, which is leasehold and they are all commercial properties.
| Dec 2004 (a) 512,500 515,137 $\left(\vec{\xi}\right)$ 3นค 2005 195,000 195,000 Dec 2003 $\left( c\right)$ 128,750 131,359 3ยก 2005 139,000 $\langle c \rangle$ 139,000 Mar 2005 86,000 $(\mathbf{f})$ 86,303 3un 2004 216,000 $\langle d \rangle$ 223,281 3un 2005 270,000 (e) 270,000 Mar 2004 122,000 123,352 (a) 1,669,250 1,683,432 3เค 2005 361,000 (b) 361,000 55,500 $(\ddot{t})$ 56,323 Sep 2004 Dec 2004 117,000 $\binom{3}{3}$ 117,190 Oct. 2003 -44,600 (a) -44,865 3un 2005 184,000 (a) 184,000 762,100 763,378 2,431,350 2,446,810 7,750 $\binom{S}{2}$ Sep 2004 8,045 12,000 $\binom{3}{2}$ 12,222 Sep 2004 Sep 2004 10.500 $(\tilde{i})$ -10,956 5,500 Sep 2004 $(\tilde{i})$ 5,629 35,750 36,852 |
Consolidated book value 30 June 2004 \$000 |
Consolidated book value 30 June 2005 \$'000 |
Independent valuer | Independent valuation amount \$'000 |
Independent valuation date |
|---|---|---|---|---|---|
| 485,583 | |||||
| 162,866 | |||||
| 129,175 | |||||
| 131,828 | |||||
| 90,068 | |||||
| 216,000 | |||||
| 252,522 | |||||
| 122,000 | |||||
| 1,590,042 | |||||
| 317,750 | |||||
| 47,276 | |||||
| 112,776 | |||||
| 44,721 | |||||
| 178,386 | |||||
| 700,909 | |||||
| 2,290,951 | |||||
| 7,328 | |||||
| 11,681 | |||||
| 15,978 | |||||
| 5,247 | |||||
| 40,234 | |||||
| 2,331,185 | 2,483,662 | 2,467,100 |
valuer
(a) Colliers International (b) M3 Property (c) CB Richard Ellis
(d) Jones Lang LaSalle
(e) Knight Frank Valuations
(f) FPD Savills
valuations of investment properties.
The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between knowledgeable willing parties in an arm's length transaction, based on current prices in an active market for similar properties in the same location and condition and subject to similar leases. Properties independently valued in the last 12 months were based on independent assessments by a member of the Australian Property institute. Properties not independently valued during the last 12 months are carried at Directors' valuation at 30 June 2005, being the independent valuation plus capital expenditure incurred since the date of valuation, and taking into consideration market movements.
note 11, non-current assets - investment properties (continued)
acquisitions
NRM Tower, Auckland
On 4 August 2004, the Trust entered into a contract to purchase NRM Tower, Auckland on completion of its development for NZ\$110.4 million. (subject to an area survey and the leasing profile of the building). NZ\$5.5 million has been lent to the developer as a contribution prior to completion. It is currently estimated that the project will reach practical completion in September 2005.
reconciliation
Capital distributions
formed in Australia.
Revaluation increment/(decrement)
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Carrying amount at 1 July 2004 | 2.331.185 | 2.011.226 | 1.590.042 | 1.298,903 | |
| Additions | 67.395 | 318.863 | 46.668 | 288.279 | |
| Revaluation increments on investment properties | 22 | 88.464 | 1.053 | 46.722 | 2.860 |
| Revaluation increments on investments accounted for using the equity method. |
(3.871) | $\cdots$ | |||
| Movement in profits receivable in investment properties. accounted for using the equity method. |
489 | 43 | $\cdots$ | ||
| Carrying amount as at 30 June 2005 | 2.483.662 | 2.331,185 | 1.683.432 | 1.590.042 |
note 12, non-current assets - investments in controlled entities
| ***** Parent Entity |
|
|---|---|
| 2005 | 2004 |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | \$'000 ,,,,,,,,,,,,,,, |
| 515,271 | 476,084 |
| -4,584 | |
| $\ddotsc$ | |
| 519,856 | 476,084 |
| Parent Entity | |
| 2005 | 2004 |
| \$'000 | |
| 476,084 | 462.172 |
| 15,719 | |
| \$'000 \$'000 4,571 - 1 |
519,856 476,084 Carrying amount as at 30 June 2005 All controlled entities are wholly owned sub-trusts of the Trust, with the exception of DB RREEF RENTS Trust ("RENTS"). All units with a beneficial interest in RENTS assets are listed on the Australian Stock Exchange. The Trust owns one unit in RENTS that does not have a beneficial interest in the RENTS assets, but holds all voting rights in relation to RENTS. Both the parent entity and the controlled entities were
22
$(35)$
$(1,807)$
39,216
note 13, non-current assets - investments accounted for using the equity method
Investments are accounted for in the consolidated financial statements using the equity method of accounting and are carried at Directors' valuation (refer note 1). Information relating to these entities is set out below.
| Name of trust | Principal activity | 2005 | Ownership interest 2004 |
2005 | Consolidated carrying amount 2004 |
|---|---|---|---|---|---|
| ℅ | % | \$'000 | \$'000 | ||
| 2 O'Connell Street Trust | Commercial property investment | 50 | 50 | 8.045 | 7,328 |
| 4 O'Connell Street Trust | Commercial property investment | 50 | 50 | 12.222 | 11,681 |
| Bligh Street Trust | Commercial property investment | 50 | 50 | 16,585 | 21,225 |
| Total | 36.852 | 40,234 | |||
| 2005 \$'000 |
Consolidated 2004 \$'000 |
||||
| Movements in carrying amounts of investments accounted for using the equity method | |||||
| Carrying amount as at 1 July 2004 | 40,234 | 23,856 | |||
| Interest acquired during the period | 15,822 | ||||
| Share of net profits after incorne tax | 2.277 | 2.196 | |||
| Distributions received | (1,788) | (2,152) | |||
| Share of (decrement)/increment on revaluation of investment properties | (3,871) | 512 | |||
| Carrying amount as at 30 June 2005 | 36,852 | 40,234 | |||
| Results attributable to associates | |||||
| Net profit before income tax | 2.277 | 2.196 | |||
| Income tax expense | |||||
| Net profit after income tax | 2,277 | 2,196 | |||
| Less: Distributions received | 1,788 | 2,152 | |||
| Movement in undistributed income for the year | 489 | 44 | |||
| Undistributed income attributable to associates as at 1 3uly 2004 | 613 | 569 | |||
| Undistributed income attributable to associates as at 30 June 2005 | 1,102 | 613 | |||
| Reserves attributable to associates | |||||
| Asset revaluation reserve | |||||
| Opening balance as at 1 July 2004 | 1.998 | 1.486 | |||
| Share of (decrement)/increment on revaluation of investment properties | (3,871) | 512 | |||
| Add: decrement recognised as an experse | 1,873 | ||||
| Closing balance as at 30 June 2005 | 1,998 | ||||
| equity method | Summary of the performance and financial position of investments accounted for using the | ||||
| The aggregate profits, assets and liabilities of investments accounted for using the equity method are: | |||||
| Profits from ordinary activities after income tax expense | 2,277 | 2,196 | |||
| Assets | 76,522 | 40.666 | |||
| Liabilities | 300 | 162 | |||
| Share of associates' expenditure commitments | |||||
| Capital commitments |
note 14. non-current assets - interest bearing loans receivable from related parties
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$000 | \$000 | \$'000 | \$'000 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Loan to DB RREEF Finance Pty Limited |
207.354 | $\cdots$ | -207.354 | $\cdots$ |
| Total non-current assets -- interest bearing loans receivable from related parties | 207,354 | me. | 207.354 | mm. |
note 15, non-current assets - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
||
| Capitalised lease incentives | 3.131 | 10.852 | 2.407 | 8.654 | |
| Capitatised leasing fees | 3.508 | 4.012 | 2.819 | 2.534 | |
| Tenapt and other bonds. | 480 | 472 | 480 | 472 | |
| Other | 191 | 238 | 55 | ||
| Total non-current assets -- other | 7.310 | 15.574 | 5.707 | 11,715 |
note 16, current liabilities - payables
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| Trade creditors | 6.899 | 7.848 | 4,896 | 5.220 | |
| Accruals | 2.790 | 434 | 2.371 | 377 | |
| Prepaid income | 3.972 | 5.228 | 5,608 | 5,460 | |
| Responsible Entity fee payable | 915 | 872 | 626 | 596 | |
| GST payable | 338 | $\cdots$ | 352 | ||
| Accrued interest | 9.474 | 4.509 | 9.474 | -4,509 | |
| Total current liabilities -- payables | 24.050 | 19.229 | 22.975 | 16,514 |
note 17. current liabilities - provisions
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Provision for distribution | ||||
| Opening balance as at 1 3uly 2004 | 52.810 | 56.827 | 52.810 | 56.827 |
| Additional provisions | 85.916 | 99.308 | 85.916 | 99.308 |
| Payments and reinvestment of distributions. | (103.209) | (103.325) | (103.209) | (103.325) |
| Provisions for distributions as at 30 June 2005 | 35.517 | 52.810 | 35.517 | 52.810 |
| Total current liabilities -- provisions | 35.517 | 52.810 | 35.517 | 52.810 |
provision for distribution.
Provision is made for distributions to be paid for the period ending 30 June 2005 payable on 29 August 2005.
note 18, non-current fiabilities - interest bearing fiabilities
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$000 | ||
| Non-current - secured | |||||
| Commercial paper | 452.449 | 389.500 | -452.449 | 389.500 | |
| Commercial mortgage backed securities | 500,000 | 500.000 | 500.000 | 500.000 | |
| Total secured | 952.449 | 889.500 | 952.449 | 889.500 | |
| Total non-current liabilities - interest bearing liabilities | 952.449 | 889,500 | 952.449 | 889.500 |
DB RREEF Office Trust has issued asset backed commercial paper ("CP") and commercial mortgage backed securities ("CMBS"). The CMBS has an aeticipated maturity date of April 2009.
financing arrangements
The Trust has access to the following lines of credit:
| Consolidated | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Parent Entity |
|||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$000 | \$'000 | |
| Borrowing facilities | ||||
| Commercial mortgage backed securities | 500,000 | 500,000 | 500.000 | 500,000 |
| Commercial notes | 453,300 | 453.300 | 453.300 | 453,300 |
| 953,300 | 953,300 | 953.300 | 953,300 | |
| Used at balance date | (952.449) | (889.500) | (952, 449) | (889, 500) |
| Unused at balance date | 851 | 63.800 | 851 | 63.800 |
At balance date, the Stapled Enfity has unutilised facilities of \$327 million which are available to the Trust, DDF, DIT and DRO.
note 19, non-current fiabilities - loan with related parties
| Total non-current liabilities -- loan with related parties | 55.684 | www. | 55.684 | nn. | |
|---|---|---|---|---|---|
| Non-interest bearing toan | 55.684 | --- | 55.684 | $\cdots$ | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | \$'000 | \$'000 | \$'000 | \$'000 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
|
| 2005 | 2004 | 2005 | 2004 | ||
| Consolidated | Parent Entity | ||||
| ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |
note 20, non-current fiabilities - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$'000 |
2005 \$000 |
2004 \$'000 |
||
| Tenant bonds | 670 | 655 | 480 | 472 | |
| Deferred swap income | 10.000 | $\cdots$ | 4.131 | 5.478 | |
| Other | 24 | 8 | $\cdots$ | $\cdots$ | |
| Total non-current liabilities -- other | 694 | 663 | 4.611 | 5,950 |
note 21, contributed equity
| 2005 \$'000 |
2004 \$'000 |
|
|---|---|---|
| (a) Value of units on issue | ||
| Opening balance as at 1 3uly 2004 | 1,365,325 | 1,365,325 |
| Placement of units | 22,517 | |
| issue of units to staple | 302,826 | |
| Cost of distributions reinvested | (187) | |
| Distributions reinvested | 56,608 | |
| Capital distribution to staple | (387, 235) | |
| Closing balance as at 30 June 2005 | 1,359,854 | 1,365,325 |
| 2005 | 2004 | |
| Mumber of units | Number of units | |
| (b) Number of units on issue | ||
| Opening balance as at 1 3uly 2004 | 1,148,052,162 1,148,052,162 | |
| Placement of units | 41,521,457 | |
| issue of units to staple | 1,514,131,505 | |
| Distributions reinvested | 106,718,540 | |
| Capital consolidation to staple | (78, 341, 275) | |
| Closing balance as at 30 June 2005 | 2.732.082.389 1.148.052.162 |
terms and conditions
Each unit ranks equally with all other ordinary units for the purpose of distributions and on termination of the Trust. Ordinary units entitle the holder to one vote, either in person or by proxy, at a meeting of the Trust.
distribution reinvestment plan
On 26 September 2004 the Trust established a distribution. reinvestment plan ("DRP") under which holders of DRT stapled securities may elect to have all or part of their distribution. entitiements satisfied by the issue of new ordinary units rather than by being paid in cash.
Units were issued under the DRP for the December 2004 distribution and forther units will be issued for the Jane 2005 distribution.
On 28 February 2005, 106,718,540 units were issued at a unit price. of \$0.5304.
stapling unit change
On 30 September 2004 the Stapled Entity was formed by stapling together the Trust, DDF, DfT and DRO. Each trust subscribed for units in accordance with the stapling ratios described in the Explanatory Memorandum and Products Disclosure Statement dated 30 August 2004.
As part of the stapling process the Trust, DDF and DIT paid a capital distribution that was applied on behalf of each unitholder to subscribe for new issued units in each of the other trusts and DRO. As a consequence of this activity the number of units issued by each trust changed so that each trust had the same number of issued units. The number of stapled securities owned by an investor in DRT. equals the number of units in the Trust, DDF, DIT and DRO.
On 19 October 2004, 1,514,131,505 units were issued at a unit price of \$0,2000 (refer to the Explanatory Memorandum and Product Disclosure Statement dated 30 August 2004). This was the price at which the Trust's anits were issued to unitholders of DDF and DIT as part of the stapling process described above. This was funded from the capital distribution that was paid by DDF and DIT.
On 4 November 2004, 41,521,457 units were issued at a unit price. of \$0.5423. This issue of units was made in consideration of the acquisition of management rights from FAP, a subsidiary of Deutsche-Australia Limited. The units were issued at \$1.3119 being the volume weighted average price over the ten business days immediately following the initial quotation of DRT securities on the Australian Stock Exchange.
note 22, reserves and undistributed income
(a) reserves
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated | Parent Entity | ||
|---|---|---|---|---|
| 2005 \$'000 |
2004 \$000 |
2005 \$000 |
2004 \$000 |
|
| Asset revaluation reserve | 91.818 | 32.539 | 87.583 | 28.267 |
| Foreign currency translation reserve | 38 | $\cdots$ | $\cdots$ | |
| Total reserves | 91.856 | 32.539 | 87.583 | 28,267 |
Movements
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$000 | ||
| Asset revaluation reserve | |||||
| Opening balance as at 1 July 2004 | 32.539 | -33.636 | 28.267 | 29,401 | |
| Increment on revaluation of investment properties | 88,464 | 1.053 | 46.722 | 2.860 | |
| Add: decrement recognised as an expense | 6.807 | ||||
| Fair value adjustment for capitalised lease incentives | (21.846) | (16.347) | |||
| (Decrement)/increment on revaluation of investments accounted for using the equity method |
(3,871) | ||||
| Increment/(decrement) on revaluation of investments in controlled entities | 39.216 | (1.807) | |||
| Total movement in asset revaluation reserve | 69,554 | 1,053 | 69,591 | 1.053 | |
| Transfer to undistributed income | (10.275) | (2.350) | (10, 275) | (2.187) | |
| Closing balance as at 30 June 2005 | 91.818 | 32,539 | 87,583 | 28,267 | |
| Consolidated | Parent Entity | ||||
| 2005 \$'000 |
2004 \$'000 |
2005 \$'000 |
2004 \$'000 |
||
| Foreign currency translation reserve | |||||
| Opening balance as at 3 July 2004 | |||||
| Exchange difference arising from the translation of the | |||||
| financial statements of foreign operations | 38 | ||||
| Total movement in foreign currency translation reserve | 38 | ||||
| Closing balance as at 30 June 2005 | 38 |
(b) nature and purpose of reserves.
Asset revaluation reserve
The asset revaluation reserve records increments and decrements on the revaluation of assets.
Foreign currency translation reserve
The foreign currency translation reserve records exchange differences arising from the translation of the financial statements of self-susfaining foreign operations.
(c) undistributed income
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Parent Entity | ||||||
| 2005 | 2004 | 2005 | 2004 | |||
| \$000 | \$000 | \$'000 | \$'000 | |||
| Undistributed income as at 1 July 2004 | 2.905 | 4.656 | ||||
| Net profit attributable to unitholders | 76.276 | 99.424 | 77.132 | 101.138 | ||
| Transfer from asset revaluation reserve | 10.275 | 2.150 | 10.275 | 2.187 | ||
| Distributions provided for or paid | (85.916) | (103.325) | (85.916) | (103.325) | ||
| Undistributed income as at 30 June 2005 | 3.540 | 2.905 | 1.491 |
note 23, outside equity interests in controlled entities
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 \$'000 |
2004 | 2005 | 2004 | |
| \$000 | \$'000 | \$'000 | ||
| Interests in | ||||
| Share capital | 197.886 | $\cdots$ | $\cdots$ | $\cdots$ |
| Retained profits | 619 | $\cdots$ | $\cdots$ | $\cdots$ |
| 198,505 | ||||
| mn. | mm. | TOP. |
note 24. distribution paid and payable
| Parent Entity | ||
|---|---|---|
| 2005 | 2004 | |
| \$'000 | \$'000 | |
| 31 December (paid 28 February). | 50,399 | 50.515 |
| 30 June (payable 29 August) | 35.517 | 52.810 |
| Total distributions | 85,916 | 103,325 |
| Parent Entity | ||
| 2005 cents per unit |
2004 cents per unit |
|
| 31 December (paid 28 February). | 1.92 | -4.40 |
| 30 June (payable 29 August) | 1.30 | 4.60 |
The number of units has increased by 3,584,030,227 as a result of the Transaction and the February 2005 DRP. Had these not occurred and the number of units outstanding remained at 1,148,052,162, distribution per unit for 2005 would have been 7.48 cents per unit.
note 25. foreign currency and financial instruments
(a) credit risk
Credit risk is the risk that a tenant will fail to perform contractual obligations, including horiouring the term of its lease agreement. either in whole or in part, under a contract.
Concentrations of credit risk are minimised primarily by:
- a ensuring tenants, together with their respective credit limits, are approved; and
- ensuring that leases are undertaken with a large number of 3 tenants.
As such, the Trust does not have a concentration of credit risk that arises from an exposure to a single tenant.
Furthermore, the Trust does not have a material exposure to a group of counterparties which are expected to be affected similarly by changes in economic or other conditions.
On-balance sheet financial instruments
The credit risk on financial assets of the Trust which have been recognised in the Statements of Financial Position is the carrying amorent.
Off-balance sheet financial instruments
Oredit risk from entering into interest rate swap agreements and foreign exchange contracts is the risk that interest rate swap and foreign exchange counterparties default on any amount due under the contract.
Credit risk on interest rate swap agreements and foreign exchange. contracts are minimised as counterparties are recognised financial intermediaries with acceptable credit ratings determined by recognised rating agencies.
Concentration of credit risk on interest rate swap agreements and foreign exchange contracts are minimised primarily by ensuring such agreements are undertaken with a reasonable spread of counterparties.
The credit risk on interest rate swap agreements and foreign exchange contracts are approximately equal to the net fair value or replacement value (refer note 25(b)).
(b) net fair value of financial assets and liabilities
Market risk is the risk that the value of the Trust's investment. portfolio will fluctuate as a result of changes in valuations. This risk is managed by ensuring that all activities are transacted inaccordance with mandates, overall investment strategy and within approved limits. Market risk analysis is conducted regularly on a total portfolio basis.
On-balance sheet financial instruments
The net fair value of cash and non-interest bearing monetary. financial assets and liabilities approximate their carrying value.
As at 30 Jane 2005, the net fair value of contracts representing the net unrealised less from converting forward exchange contracts was (\$68,613) (2004; nil), calculated using market rates, taking into account the fime value of money. An amount of \$98.686 has been recognised on the Statement of Financial Position using year end spot rates.
Off-balance sheet financial instruments
As at 30 June 2005, the net fair value of financial (liabilities)/assets arising from interest rate swap agreements was (\$1,875,463) (2004: $($7,262,224)$ .
These amounts represent the potential (liability)/asset of the Trust if existing swap agreements and forward exchange contracts as at 30 June 2005 were to be terminated.
(c) liquidity and cash flow risk
Liquidity risk is the risk that the Trust will experience difficulty in either realising assets or otherwise raising sufficient fonds to satisfy commitments. The risk management guidelines adopted are designed to minimise liquidity risk through:
- ensuring that there is no significant exposure to any individual creditor; and
- applying limits to ensure there is no concentration of liquidity risk. Ø to a particular counterparty or market segment.
(d) interest rate risk exposures
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
The Trust's exposure to interest rate risk is hedged with interest rate swaps and the weighted average effective interest rate (for each class of financial asset and financial liability, and each maturity bracket including floating rate financial assets and liabilities) is set out in the table below:
| Consolidated | Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|---|
| 30 June 2005 | Floating interest rate |
1 year or less |
Over 1 and less than 5 years |
More than 5 years |
Non- interest bearing |
Total | |
| Note(s) | \$7000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | |||||||
| Cash assets | 9,850 | $\cdots$ | 9,850 | ||||
| Receivables | 8 | 3.483 | 3.483 | ||||
| Other | 4,483 | 4,483 | |||||
| Loan to third party | 5.006 | н. | 5.006 | ||||
| interest bearing loans receivable from related parties. | -14 | 207,354 | $\ldots$ | 207,354 | |||
| Total | 222.210 | $\mathcal{L}_{\mathcal{M}}$ | ww | m | 7,966 | 230.176 | |
| Weighted average interest rate | 6.41% | ||||||
| Financial liabilities | |||||||
| Pavables | 16 | 24.050 | 24,050 | ||||
| Provision for distribution | 17 | 35,517 | 35,517 | ||||
| Other | 670 | 670 | |||||
| Loan with related parties | 55,684 | 55,684 | |||||
| Interest bearing liabilities | 18 | 797.449 | 155,000 | 952,449 | |||
| interest rate swaps! | (1.253.756) | 655,756 | 598.000 | ||||
| Total | (456, 307) | $\mathcal{L}_{\mathcal{R}}$ | 810,756 | 598,000 | 115,921 | 1,068,370 | |
| Weighted average interest rate (including swaps). | 6.08% | ||||||
| Net financial assets/(liabilities) | 678.517 | $\mathbf{w}$ | (810,756) | (598.000) | (107.955) | (838, 194) |
I The above interest rate swaps include \$741 million of swaps that are forward starting. These swaps will replace existing swaps as they roll out to maintain the hedging profile approved by management.
| Consolidated | Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|---|
| 30 June 2004 | Floating interest rate |
l year or less |
Over 1 and less than 5 years |
More than 5 years |
Non- interest bearing |
Total | |
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | |||||||
| Cash assets | 5,139 | 5,139 | |||||
| Receivables | 8 | ÷. | 3.759 | 3.759 | |||
| Other | 472 | 472 | |||||
| Total | 5,139 | $\sim$ | www. | $\mathbf{w}$ | 4.231 | 9,370 | |
| Weighted average interest rate | 4.45% | ||||||
| Financial liabilities | |||||||
| Payables | 16 | 19.229 | 19.229 | ||||
| Provision for distribution | 17 | $\ddotsc$ | $\ddotsc$ | 52,810 | 52,810 | ||
| Other | 472 | 472 | |||||
| Interest bearing liabilities | 18 | 734,500 | 155,000 | 889.500 | |||
| Interest rate swaps | (563,000) | 150.000 | 295,000 | -118.000 | |||
| Total | 171,500 | 150,000 | 450,000 | 118,000 | 72,511 | 962,011 | |
| Weighted average interest rate (including swaps). | 6.21% | ||||||
| Net financial liabilities | (166, 361) | (150.000) | (450,000) | (118,000) | (68, 280) | (952, 641) |
note 25. foreign currency and financial instruments (continued)
(e) foreign exchange rate risk exposures
When hedging its exposures, the Trust adopts a strategy using both physical and derivative financial Instruments. With regard to derivative financial instruments, the Trust uses forward exchange contracts for hedging purposes.
note 26, contingent liabilities
The Directors of the Responsible Entity are not aware of any matters in relation to the Trust, ofter than those disclosed in the financial statements, which should be brought to the attention of unitholders as at the date of completion of this report.
Details and estimates of maximum amounts of contingent liabilities are as follows:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$000 |
2005 \$'000 |
2004 \$000 |
||
| Bank guarantees by the parent entity in respect of variations and other financial risks associated with the development of 240 St Georges Terrace, Perth WA |
2.200 | 7.488. | 2.200 | 7.488 | |
| Total contingent liabilities | 2.200 | 7.488 | 2.200 | 7.488 |
The Trust is also a joint guarantor of a A\$600 million and US\$210 million syndicated bank debt facility and US\$200 million of privately placed notes, which have all been negotiated to finance the Stapled Entity. The Trust's guarantee has been given in support of debt outstanding and drawn against these facilities.
The guarantee is issued in respect of the Stapled Entity and does not constitute an additional liability to the Stapled Entity, to those already disclosed in its Statements of Financial Position.
note 27. commitments for expenditure
capital commitments
The following amounts represent capital expenditure on investment properties contracted at the reporting date but not recognised as liabilities payable.
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$000 | \$'000 | \$'000 | ||
| Capital expenditure commitments in relation to development works: | |||||
| Not longer than one year | |||||
| 240 St Georges Terrace, Perth WA | 4,312 | 4,312 | |||
| 30-34 Hickson Read, Sydney NSW | |||||
| 1 Margaret Street, Sydney NSW | 402 | 1.073 | 402 | 1.073 | |
| Victoria Cross 60 Miller Street, North Sydney NSW | 2.493 | 2.493 | |||
| Zeaith Centre 821-843 Pacific Highway, Chatswood NSW | 1.346 | 6.129 | 1.346 | 6.129 | |
| 45 Clarence Street, Sydney NSW | 9.828 | 4,194 | 9.828 | 4.194 | |
| Governor Phillip Tower and Governor Macquarie Tower Office Complex | |||||
| 1 Farrer Place, Sydney NSW | 4.071 | 4.315 | 4.071 | 4.315 | |
| 201 Elizabeth Street, Svdnev NSW | 4.546 | ||||
| Australia Square 264 George Street, Sydney NSW | 3.406 | 2.517 | |||
| O'Connell House 15-19 Bent Street, Sydney NSW | 423 | ||||
| Southgate Complex 3 Southgate Avenue, Southgate VIC | 379 | ||||
| NRM Tower 88 Shortland Street, Auckland NZ | 100.942 | ||||
| 119,995 | 30,381 | 15.647 | 22,516 | ||
| Later than one year but not later than five years | |||||
| Governor Phillip Tower and Governor Macquarie Tower Office Complex | |||||
| 1 Farrer Place Sydney NSW | 22.826 | 22,826 | |||
| Later than five years | n. | ||||
| Total capital commitments | 142,821 | 30,381 | 38,473 | 22,516 |
note 28, related parties
responsible entity
On 1 October 2004, DB RREEF Funds Management replaced Deutsche Asset Management (Australia) Limited, a wholly owned subsidiary of Deutsche Bank AG (ABN 13 064 165 162) as the Responsible Entity.
responsible entity fees
Under the terms of the Trust Constitution, the Responsible Entity is entitled to receive fees in relation to the management of the Trust-(refer note 2).
In addition, the Responsible Entity is entitled to property management fees and to be reimbursed for expenses incurred on behalf of the Trust.
related party transactions
All related party transactions are conducted on normal commercial terras and conditions unless otherwise stated.
unitholdings
Deutsche Bank AG and its related parties, schemes and portfolios managed by Deutsche Bank AG and its related parties held 453,322,396 units (2004: 407,500,132) in the Trust.
Deutsche Bank AG
Deutsche Bank AG up to 30 September 2004 was the ultimate parent company of the Responsible Entity, Deutsche Asset Management (Australia) Limited, Deutsche Bank continued to be a related party after 30 September 2004 as it continues to own fifty percent of the manager and new Responsible Entity, DB RREEF Funds Management. Dealings with the bank include, not only transactions in its capacity as part owner of the new Responsible Entity, but also in the provision of financial services. There were a number of transactions and balances between the Trust and the Responsible Entity and related entities as detailed below:
| Consolidated | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |||
| Note(s) | \$'000 | \$000 | \$'000 | \$000 | ||
| Transactions with Deutsche Asset Management (Australia) Limited in its capacity as Responsible Entity of the Trust |
||||||
| Responsible Entity fees paid and payable | 2 | 2,629 | 10,189 | 1.803 | 6,828 | |
| Property management fees paid and payable | 428 | 2.219 | 428 | 2.228 | ||
| Administration expenses incurred by the Responsible Entity which are reimborsed in accordance with the Trust's Censtitution |
521 | 586 | 482 | 542 | ||
| Aggregate arriounts payable to the Responsible Entity at reporting date |
$\cdots$ | 708 | 687 | |||
| Transactions with Deutsche Bank AG in its capacity as financier | ||||||
| Interest and financing fees paid and payable on borrowings to Deutsche Bank AG. |
2,579 | 2.579 | ||||
| Interest received and receivable on swaps for whom the counterparty was Deutsche Bank AG. |
1.907 | 1.907 | ||||
| Other transactions with Deutsche Bank AG | ||||||
| Underwriting fees paid and payable to Deutsche Bank AG | 3,543 | 3.543 | ||||
| Financial adviser's fee paid and payable to Deutsche Bank AG in relation to the Transaction |
2.692 | 2.692 |
DB RREEF Funds Management Limited
From 29 September 2004 DB RREEF Funds Management Limited replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust. There were a number of transactions and balances between the Trust and Responsible Entity and related entities as detailed below:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$000 | \$'000 | \$'000 | |
| Responsible Entity fees paid/payable | 8.196 | 10.5 | 5.580 | ||
| Property management fees paid/payable | 1.699 | $\cdots$ | 1.699 | ||
| Administration expenses incurred by the Responsible Entity. | |||||
| which are reimbursed in accordance with the Trust's Constitution. | 734 | $\cdots$ | 706 | ||
| Aggregate amounts payable to the Responsible Entity at reporting date | 2.030 | $\cdots$ | 726 |
trusts within the stapled entity
Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$.000 |
2005 \$'000 |
2004 \$'000 |
||
| Costs associated with the Transaction Trusts within the Stapled Entity | 2.228 | 2.228 | |||
| Interest expense trusts within the Stapled Entity | 1.689 | $\cdots$ | 1.689 | ||
| Non-inferest bearing loans advanced from trusts within the Stapled Entity | 55.684 | 55.684 | |||
| Interest bearing loans advanced from trusts within the Stapled Entity. | 20.405 | $\cdots$ | 20.405 | ||
| Interest bearing loans to trusts within the Stapled Entity. | 227.759 | $\cdots$ | 227.759 |
directors of the responsible entity
On 29 September 2004, DB RREEF Fonds Management Limited replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust. The following persons were Directors of Deutsche Asset Management (Australia) Limited up to 29 September 2004;
CIT Beare BSc, BE (Hons), MBA, PhD, FAICD?
S. F. Ewen F.I.L.E1,2 S.A.Mays BSc (Hons), MSc, MBA W 8 Robinson ABIA, AASAMAA 8 E Scullin BEc2
DIC Shields BE (Hons), MBA
From 29 September 2004 and up to the date of this report, the following persons were Directors of DB RREEF Funds Management, unless otherwise stated:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare BSc. BE (Hons), MBA, PhD, FAICD! | -4 August 2004 | Continuing |
| Elizabeth A Alexander AM, BComm, FCA, FAICD, CPA 12 | 1 January 2005 | Continuing |
| Barry R. Brownjohn BComm 32 | 1 January 2005 | Continuing |
| Stewart F. Ewen, E.H., Etc. | -4 August 2004 | Continuing |
| Victor P Hoog Antink BCoram, MBA, FCA, FAPI, MAICD | 1 October 2004 | Continuing |
| Charles B Leitner III BA | 30 March 2005 | Continuing |
| Shaun A Mays BSc (Hons), MSc, MBA | 13 May 2004 | 30 March 2005 |
| Brian E Scullin BEc* | 1 January 2005 | Continuing |
| Daniel S Weaver BArch, MBA, AFIRE | 1 October 2004 | 17 December 2004 |
1 Independent Director.
2 Audil Committee Member.
3 Compliance Committee Member.
No Directors held an interest in the Trust as at 30 June 2005 or at the date of this report.
40 DB RREEF Office Trust Financial Statements 2005
note 28, related parties (continued)
directors' and executive remuneration
1. General remuneration framework
The objective of DRFM's remaineration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns eraployee reward with achievement of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies the following key criteria for good reward governance practices:
- competitiveness and reasonableness; ses.
- performance linkage/alignment; 缀
- transparency; and 繸
- financial and non-financial resource management. 655
In consultation with external remuneration consultants DRFM has structured a remaneration framework that is market competitive and complementary to its reward strategy. Alignment to Investors' interests is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- delivery of forecast returns; and se:
- achievement of key non-financial value drivers.
Alignment of employees' interests is achieved through the planrewarding capability and performance. For participants, the plan-
- provides a clear structure for earning reward; 繸
- delivers competitive reward for confribution to the creation. 繸 of value; and
- s provides recognition for contribution.
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a mix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains seniority within the group, the balance of this mix shifts to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implementation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market. remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predefermined performance targets, a short-term incentive pool, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees during the annual review. Cash incentives are payable in September each year. Performance fargets are utilised to ensure that variable reward is only available when value has been created for Investors, and when performance is consistent with forecasts. The incentive pool may be leveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based. on group, individual business and personal objectives. Performanceindicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures linked to drivers of performance in future reporting periods. Short-termincentive payments may be adjusted up or down in line with under or over achievement against target performance levels, at the discretion of the Board Nomination and Remuneration Committee.
Termination provisions for the Chief Executive Officer ("CEO") are set out in the CEO's contract of employment. In the event of early termination, DRFM may be required to give 12 months notice and may elect to payout all or part of this notice period.
There are no termination provisions extended to any other DRFM executive.
2. Non-Executive Directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration. consultants to ensure Non-Executive Directors' fees and payments are appropriate and in line with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own. remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. Details of remuneration of Directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the year ending 30 June 2005 are set out in the following tables.
Year ending 30 June 2005
| Note(s) | Salary and fees |
Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| £ | S | S | ||||
| Non-Executive Directors | ||||||
| Christopher T Beare | 193,125 | 193,125 | ||||
| Elizabeth A Alexander | 65.000 | 65.000 | ||||
| Barry R Brownjohn | 60.000 | 60.000 | ||||
| Stewart F Ewen | 95.625 | 95.625 | ||||
| Brian E Scullin | 68.750 | 68.750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | 3 | 682.139 | 68,800 | 750,939 | ||
| Charles B Leitner III | 2 | 12.300 | 12.300 | |||
| Shaun A Mays (alternate to Charles B Leitner (II) | 2 | 16.000 | 16.000 | |||
| Daniel S Weaver | 2 | $\cdots$ |
Note 1: Non-Executive Directors' remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is each Director's total remuneration from 1 October 2004, or the date of appointment if later than 1 October 2004, to 30 June 2005.
Note 2: These Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on DB RREEF Funds Management Limited's activities during the period ending 30 June 2005.
Note 3: The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Officer's total remuneration for the nine months ending 30 June 2005. No short term incentive payment for the period 1 October 2004 to 30 June 2005. has been allocated. Consequently, no payment is included in the above.
There were no stapled securities or options issued during the period to any Director or employee as part of their remuneration. No Director or Executive received any retirement benefit during the period.
note 28, related parties (continued)
3.2 Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited
The remuneration received by the Directors of Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited was paid by Deutsche Bank. As the Directors of each of these Responsible Entities are common the following table details the combined amount of each element of remuneration, for the period 1 3uly 2004 to 29 September 2004 (being the date when each entity ceased to be the Responsible Entity of its respective trusts and DB RREEF Fands Management Limited became the Responsible Entity of DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust).
For the period 1 July 2004 to 29 September 2004
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| \$ | S | \$ | S | |||
| Non-Executive Directors | ||||||
| Christopher T Beare | 12,500 | 12.500 | ||||
| Stewart F Ewen | 21.250 | 21.250 | ||||
| William B Robinson | 15,000 | 15.000 | ||||
| Brian E Scuttin | 20.250 | 20,250 | ||||
| Executive Directors | ||||||
| Shaun A Mays | 2 | 9,000 | 9.000 | |||
| David C Shields | っ | 9,811 | 9.811 |
Note 1: Non-Executive Director's remuneration was a cost of Deutsche Bank. The amount shown in this Remuneration Report is each Director's total remuneration for the period ending 29 September 2004.
Note 2: Executive Director's remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their fime spent on Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited activities relating to DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust during the period ending 29 September 2004.
4. Details of remuneration of Executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing 1 October 2004 and ending 30 June 2005
| Position | Salary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| S | £ | |||||
| Tariya L. Cox | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | 62.000 | 8.689 | 287.000 | |
| Ben J Lehmann | Head of Portfolio Services | 216.311 | 75,000 | 8.689 | 300,000 | |
| Lan D Robins | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456,250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. Other disclosures
There were no foans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
note 29, events occurring after reporting date
On 7 July 2005, amendments were made to the Trust's Constitution that enable the Trust to satisfy the AIFRS criteria for unitholders funds to be classified as equity. The Board of the Responsible Entity was of the the view that such amendments were not materially adverse to unitholders nor did they change the nature of the scheme.
Since the end of the year, other than the matter discussed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in their report or the financial statements that has significantly or may significantly aftect the operations of the Trust, the results of those operations, or state of the Trust's affairs in foture financial periods.
note 30. segment information
business segment
The Trust operates solely within the commercial property sector.
geographical segments
The Trust's investments are located in Australia and New Zealand.
| 2005 | Australia New Zealand | Consolidated | |
|---|---|---|---|
| \$.000 | \$000 | \$'000 | |
| Reatal and other property income. | 216.946 | $\cdots$ | 216.946 |
| Interest income | 3.005 | 406 | 1.411 |
| Share of net profits of associates accounted for using the equity method | 2.277 | $\cdots$ | 2,277 |
| Total segment revenue | 220.228 | 406 | 220,634 |
| Segment result | 75.898 | 378 | 76.276 |
| Segment assets | 2.717.143 | 5.006 | 2.722.149 |
| Segment liabilities | 1.068.371 | 23 | 1.068.394 |
| Acquisitions of property, plant and equipment, intangibles and | |||
| other non-current segment assets | 67.395 | 67.395 | |
| Net cash inflow/(outflow) from operating activities | 86,550 | 86.550 |
| 2004 | \$'000 | Australia New Zealand \$'000 |
Consolidated \$'000 |
|---|---|---|---|
| Rental and other property income. | 202.830 | $\cdots$ | 202,830 |
| Interest income | 389 | $\cdots$ | 389 |
| Share of net profits of associates accounted for using the equity method | 2.196 | 2.196 | |
| Total segment revenue | 205.415 | w. | 205.415 |
| Segment result | 99.424 | 99.424 | |
| Segment assets | 2.362.971 | $\cdots$ | 2.362.971 |
| Segment liabilities | 962.202 | 962.202 | |
| Acquisitions of property, plant and equipment, intangibles and other non-current segment assets |
318.863 | ww. | 318,863 |
| Net cash inflow/(outflow) from operating activities | 99,530 | 99.530 |
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$'000 | \$000 | |
| Net profit | 76.895 | 99.424 | 77.132 | 101.138 |
| Capitalised Interest | (3.277) | $\cdots$ | (3.277) | |
| Revaluation decrement | 6.807 | $\cdots$ | 1.872 | |
| Share of net profit of investments accounted for using the equity method | (489) | -{44} | $\cdots$ | |
| Provision for doubtfal debts | (35) | (224) | (35) | (224) |
| Change in operating assets and liabilities | ||||
| Decrease/(increase) in receivables | 2.000 | 7.958 | (14.598) | 3.553 |
| Decrease/(increase) in other current assets | 713 | (3.691) | (48.052) | (2.926) |
| (increase)/decrease in other non-current assets | (S14) | (4.715) | 1.486 | (3.441) |
| Increase in payables. | 4,819 | 580 | -6.461 | -1.446 |
| Increase/(decrease) in other non-current liabilities | 31 | 198 | (1.339) | (1.689) |
| Net cash inflow from operating activities | 86.550 | 99.486 | 19.650 | 97.857 |
components of cash
Cash at the end of the year as shown in the Statements of Cash Flows is reconciled to the Statements of Financial Position as follows:
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | ||||
|---|---|---|---|---|
| Consolidated | Parent Entity | |||
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Cash assets | 9,850 | 5.139 | 7.958 | 138 |
note 32. non-cash financing and investing activities
| ,vvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvvv | Consolidated | Parent Entity | |||
|---|---|---|---|---|---|
| Note(s) | 2005 \$'000 |
2004 \$'000 |
2005 \$'000 |
2004 \$'000 |
|
| xxuaaaaaaxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Placement of units |
21 | 22,517 | $\cdots$ | 22.517 | $\cdots$ |
| Distributions reinvested | 21 | 56,608 | $\cdots$ | 56.608 | $\cdots$ |
| 79,125 | TOM: | 79.125 | $\overline{a}$ |
note 33, earnings per unit
| ********* | 2005 \$'000 |
Consolidated 2004 \$000 |
|---|---|---|
| Basic and diluted earnings - cents per unit | 3 44 | 8.66. |
| Weighted average number of units outstanding used in the calculation of basic and diluted earnings per unit. |
2,214,289,196 1.148,052.162 |
The weighted average number of units has increased by 1,066,237,034 as a result of the Transaction and the February 2005 DRP. Had these not occurred, the weighted average number of units outstanding would have been 1,148,052,162.
note 33, earnings per unit (continued)
| Consolidated | ||||
|---|---|---|---|---|
| 2005 | 2004 | |||
| \$'000 | \$'000 | |||
| Basic earnings per unit before the Transaction | ||||
| Net profit attributable to unitholders. | 76.276 | 99.424 | ||
| Add: Costs associated with the Transaction | 12.480 | |||
| 88.756 | 99.424 | |||
| Number of sigits had the Trapsaction not occurred. | 1.148.052.162 1.148.052.162 | |||
| Basic earnings per unit before the Transaction -- cents per unit | 7.54 | 8.66 |
note 34, acquisitions of controlled entities
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ********* |
|||
|---|---|---|---|
| Name of entity | Country of | Class of | Equity |
| incorporation | units | holding | |
| ********* DOT NZ Sub-trust No 1 |
Australia | Ordinary | -99.9% |
acquisition of controlled entity
On 4 August 2004, the Trust acquired 99.9 per cent of DOT NZ Sub-trust No 1. The remaining 0.1 per cent of the units were acquired by DOT NZ Sub-trast No 2, a wholly owned sub-trast of the Trast. The results of this newly controlled entity have been included in the Statements of Financial Performance since the date of acquisition. Details of the acquisition are as follows:
| 2005 | |
|---|---|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | \$'000 |
| Fair value of identifiable net assets of controlled entity acquired. | |
| Loan to third party | -4,959 |
| Payables | (397) |
| 4,562 | |
| Less: Investment by DOT NZ Sub-trust No 2 | 6 |
| 4,557 | |
| Cash consideration | 4,557 |
| ********* | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Consolidated |
| 2005 | |
| ********* | \$'000 |
| Outflow of cash to acquire controlled entity, net of cash acquired | |
| Cash consideration | 4,557 |
| Less: Balances acquired | |
| Cash assets | $\cdots$ |
| Outflow of cash | 4,557 |
note 34. acquisitions of controlled entities (continued)
| Name of entity | Country of | Class of | Equity |
|---|---|---|---|
| incorporation | units | holding | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, DOT NZ Sub-trust No 2 |
Australia |
Ordinary | 100% |
acquisition of controlled entity
On 4 August 2004, the Trust acquired 100 per cent of DOT NZ Sub-trust No 2. The results of this newly controlled entity have been included in the Statements of Financial Performance since the date of acquisition. Details of the acquisition are as follows:
| 2005 | |||
|---|---|---|---|
| \$'000 | |||
| Fair value of identifiable net assets of controlled entity acquired | |||
| Investment in unit trust. | 5 | ||
| Cash consideration | 5 | ||
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated | ||
| 2005 | |||
| \$'000 | |||
Outflow of cash to acquire controlled entity, net of cash acquired |
|||
| Cash consideration | 5 | ||
| Less: Balances acquired | |||
| Cash assets | |||
| Outflow of cash | 5 | ||
| Name of entity | Country of | Class of | Equity |
| incorporation | units | holding | |
DB RREEF RENTS Trust |
Australia | Ordinary | 0% |
acquisition of controlled entity
On 27 January 2005, the Trust acquired one unit in DB RREEF RENTS Trust. All units with a beneficial interest in RENTS assets are listed on the Australian Stock Exchange. The Trust owns one unit in RENTS that does not have a beneficial inferest in the RENTS assets, but holds all voting rights in relation to RENTS. The results of this newly controlled entity have been included in the Statements of Financial Performance since the date of acquisition.
directors' declaration
DB RREEF OFFICE TRUST DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2005
The Directors of DB RREEF Funds Management Limited (formerly Paladin Australia Limited) as Responsible Entity of DB RREEF Office Trust (formerly Deutsche Office Trust) ("the Trust") a listed property trust declare that the financial statements and notes set out on pages 15 to 47:
- (i) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements: and
- (ii) give a true and fair view of the Trust's and consolidated entity's financial position as at 30 June 2005 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date.
In the Directors' opinion:
- (a) the financial statements and notes are in accordance with the Corporations Act 2001;
- (b) there are reasonable grounds to believe that the Trust and its consolidated entities will be able to pay their debts as and when they become due and payable; and
- (c) the Trust has operated in accordance with the provisions of the Constitution dated 1 December 1999 (as amended) during the year ended 30 June 2005.
This declaration is made in accordance with a resolution of the Directors.
Clux Sem
Christopher T Beare Chair Sydney
25 August 2005
independent auditor's report
PRICEWATERHOUSE COPERS
Independent audit report to the unitholders of DB RREEF Office Trust (formerly Deutsche Office Trust)
Matters relating to the electronic presentation of the audited financial report
This audit report relates to the financial report of DB RREEF Office Trust and the DB RREEF Office Trust Group (defined below) for the financial year ended 30 June 2005 included on DB RREEF Office Trust's web site. The directors of DB RREEF Funds Management Limited are responsible for the integrity of DB RREEF Office Trust's web site. We have not been engaged to report on the integrity of this web site. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.
Audit opinion
In our opinion, the financial report of DB RREEF Office Trust:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of DB RREEF Office Trust and the DB RREEF Office Trust Group (defined below) as at 30 June 2005, and of their performance for the year ended on that date, and
- is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.
This opinion must be read in conjunction with the rest of our audit report.
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both DB RREEF Office Trust (the Trust) and the DB RREEF Office Trust Group (the consolidated entity), for the year ended 30 June 2005. The consolidated entity comprises both the Trust and the entities it controlled during that year.
The directors of DB RREEF Funds Management Limited, the responsible entity, are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)
PricewaterhouseCoopers ABN 52 780 433 757
Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
independent auditor's report (continued)
PRICEWATERHOUSE COPERS @
Audit approach
We conducted an independent audit in order to express an opinion to the unitholders of the Trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Trust's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and 魯 disclosures in the financial report, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
(manufactions of
PricewaterlyouseCoopers
DA Prothero Partner
Sydney 25 August 2005
financial statements
directors' report
31
directors' and executive remuneration report auditors' independence declaration statements of financial performance. statements of financial position statements of cash flows notes to the financial statements directors' declaration independent auditor's report

directors' report
The Directors of DB RREEF Funds Management Limited ("DRFM") as Responsible Entity of DB RREEF Industrial Trust (formerly Deutsche Industrial Trust) ("the Trust" or "DIT") and its consolidated entities present their Directors' Report ("Report") together with the consolidated financial report of the Trust for the year ended 30 June 2005.
1. directors and secretaries
On 29 September 2004, DRFM replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust.
1.1 DB RREEF Funds Management Limited
The following persons were Directors or atternate Directors of DRFM at any time during the period 29 September 2004 to the date of this Report:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare | 4 August 2004 | Continuing |
| Elizabeth A Alexander AM | 1 January 2005 | Continuing |
| Barry R Brownjohn | 1 January 2005 | Continuing |
| Stewart F Ewen | 4 August 2004 | Continuing |
| Victor P Hoog Antink | 1 October 2004 | Continuing |
| Charles B Leitner III | 10 March 2005 | Continuing |
| Shaun A Mays | 13 May 2004 | 10 March 2005 |
| Brian E Scullin | 1 January 2005 | Continuing |
| Daniel S Weaver | 1 October 2004 | 17 December 2004 |
| Alternate Director | ||
| Shaun A Mays (alternate for Charles B Leitner III). | 10 March 2005 | Continuing |
Particulars of the qualifications, experience and special responsibilities of current Directors or alternate Directors of DRFM at the date of this Report are set out in the DRT Annual Report 2005 under the section titled "Directors".
Particulars of the qualifications, experience and special responsibilities of Daniel S Weaver, a Director of DRFM during the period 29 September 2004 to 30 June 2005 are as follows:
Daniel S Weaver BArch, MBA, AFIRE (Executive Director)
With over 18 years of real estate experience, primarily with firms specialising in retail property, Daniel joined RREEF's acquisition group in 1996. Daniel's responsibilities entail overseeing RREEF's retail property acquisitions, including expanding its target markets and serving as the retail specialist on RREEF's Investment Committee. Prior to his current role, Daniel was most recently a portfolio manager for one of RREEF's separate account pension fund clients. Prior to joining RREEF, Daniel was a vice president with Homart Development Co. Daniel is a member of the International Council of Shopping Centres (ICSC) and the Association of Foreign Investors in Real Estate (AFIRE). He holds an undergraduate degree in architecture and an MBA from Miami University.
1.2 Deutsche Asset Management (Australia) Limited
The following persons were Directors of Deutsche Asset Management (Australia) Limited at any time during the period 1 July 2004 to 29 September 2004:
| Name | Appointed | Resigned | |
|---|---|---|---|
| Directors | |||
| Christopher T Beare, Chair® | 25 March 2003 | 20 October 2004 | |
| Stewart F Ewen 12 | 25 March 2003 | 20 October 2004 | |
| Shaan A Mays | 13 May 2004 | 4 May 2005 | |
| William B Robinson 122 | 25 May 2000 | 20 October 2004 | |
| Brian E Scullin' | 20 December 1999 | Continuing | |
| David C Shields | 25 March 2003 | Continuing |
1 Independent Director.
2 Audit Committee Member.
3 Compliance Committee Member.
Particulars of the qualifications and experience of each of the Directors mentioned in this sub-section are set out in section 1.1 of this Report and in the DRT Annual Report 2005 under the section titled "Directors".
1.3 company secretaries
The names and details of the Company Secretaries of DRFM as at 30 June 2005 are as follows:
Tanya L Cox MBA MAICD (Company Secretary)
Appointed: 1 October 2004
Tanya joined DB Real Estate in July 2003 as Chief Operating Officer, responsible for the efficient management of the overall real estate business in Australia. Tanya has held various general management positions over the past 15 years, including Director and Chief Operating Officer of NM Rothschild & Sons (Australia) Ltd and General Manager -- Finance, Operations and IT of Bank of New Zealand (Australia).
Tanya is Chief Operating Officer and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
lan Thompson BEc (Company Secretary)
Appointed: 12 July 2000 Resigned: 1 July 2005.
lan has worked in a range of roles including: Research and Policy Officer, Senior Administration Officer and Assistant Company Secretary in the State Superannuation Board, Local Government Superannuation Board, Public Authorities Superannuation Board, State Superannuation Investment and Management Corporation and Axiom Funds Management Limited, prior to being appointed as Company Secretary to various Group companies of Deutsche Bank in 2000.
John C Easy BComm, LLB (Company Secretary)
Appointed: 3 July 2005
John joined Deutsche Asset Management as a senior lawyer in 1997 and is now the Head of Legal for DB RREEF. John has been involved in the listing of Deutsche Office Trust and major acquisition, disposal and leasing transactions for the group, along with responsibility for legal issues affecting the property portfolio. John was formerly a senior associate with major law firms Altens Arthur Robinson and Gilbert & Tobin. John is currently undertaking the Graduate Diploma in Applied Corporate Governance with Chartered Secretaries Australia.
John is Head of Legal and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
2. attendance of directors at board meetings and board committee meetings
2.1 DB RREEF Funds Management Limited
The Responsible Entity of the Trust changed from Deutsche Asset Management (Australia) Limited to DRFM on 29 September 2004. Set out below are the details of Director attendance at Board and Board committee meetings:
DB RREEF Funds Management Limited for the period to 30 June 2005
| Board | Board Audit Committee |
Board Nomination and Remuneration |
Board Risk and Compliance |
|||||
|---|---|---|---|---|---|---|---|---|
| Meetings held" |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
|
| Directors | ||||||||
| Christopher T Beare | 9 | 9 | ||||||
| Elizabeth A Alexander AM | 8 | 5 | 5 | |||||
| Barry R Brownjohn | 8 | 6 | 5 | 3 | ||||
| Stewart F Ewen | 9 | 9 | 5 | 5 | ł. | |||
| Victor P Hoog Antink | 9 | 9 | ||||||
| Charles B Eeitner BIT | 5 | 3 | ||||||
| Shaun A Mays 2 | 4 | 3 | ||||||
| Brian E Scullin | 8 | 8 | 2 | 2. | ||||
| Daniel S Weaver | e | |||||||
| Alternates | ||||||||
| Shaun A Mays (alternate) | ||||||||
| for Charles B Leitner (II) | 5 | 4 | ÷. |
1 Number of meetings held while a Director.
- Shaun A Mays resigned as a Director on 10 March 2005.
Since 30 June 2005 the DRFM Board has established the Board Treasury Policy Committee.
2.2 Deutsche Asset Management (Australia) Limited
The following table outlines details of Director attendance at Board and Board committee meetings for the period to 29 September 2004 for Deufsche Asset Management (Australia) Limited, the then Responsible Entity of DIT.
Deutsche Asset Management (Australia) Limited for the period to 29 September 2004
| Board | Board Audit | Board Risk and | ||||
|---|---|---|---|---|---|---|
| Committee | Compliance Committee | |||||
| Meetings | Meetings | Meetings | Meetings | Meetings | Meetings | |
| held | attended | held 3 | attended | held | attended | |
| Deutsche Asset Management (Australia) Limited | ||||||
| Christopher T Beare | ╩ | 4 | ||||
| Stewart F Ewen | 4 | |||||
| Shaun A Mays | 4 | 4 | ||||
| William B. Robinson | ∠ | 4 | ||||
| Brian E Scullin | 3 | |||||
| David C Shields | 4 |
1 Number of meetings held while a Director.
3. directors' and executive remuneration report
DRFM's Directors' and Executive Remuneration is set out in the section fitted "Directors' and Executive Remuneration Report" that follows this Report.
4. directors' interests
4.1 interest in securities
As at the date of this Report, the interests of each Director in the securities of DB RREEF Trust ("DRT") are:
| Personally | Indirectly | |
|---|---|---|
| Christopher T Beare | 懶 | Ni |
| Elizabeth A Alexander AM | 懶 | Ni |
| Barry R Brownjehn | 隠 | Ni |
| Stewart F Ewen | 陱 | Nil |
| Victor P Hoog Antink | 懶 | Nil |
| Charles B Leitner III | 翻 | Νì |
| Shaun A Mays (alternate to Charles B Leitner III) | 圈 | Νì |
| Brian E Scollin | 懶 | ΝŘ |
As at the date of this Report, no Director held options over securities in DRT.
4.2 other interests
As at the date of this Report, no Director held any interest in any other fund or scheme managed by the Responsible Entity or another entity that forms part of DRT.
5. directors directorships in other listed companies
The following table sets out directorships that the Directors of the Responsible Entity held as at 30 June 2005 and during the three years. preceding 30 June 2005 and up to the date of this Report including the period for which each directorship was held:
| Directors | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | DB RREEF Holdings Limited | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 21 Sep 2004 |
Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Elizabeth A Alexander AM | DB RREEF Holdings Limited® | 1 Jan 2005 | Continuang |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| Amcor Limited | Apr 1994 | Continuing | |
| Boral Limited | Sep 1994 | Continuing | |
| CSL Limited | 3al 1991 | Continuing | |
| Barry R Brownichn | DB RREEF Holdings Limited® | 1 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| Stewart F Ewen | DB RREEF Holdings Limited® | 21 Sep 2004 | Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Victor P Hoog Antink | DB RREEF Holdings Limited® | 1 Oct 2004 | Continuing |
| DB RREEF Funds Management Limited® | 1 Oct 2004 | Continuing | |
| Charles B Leitner III | DB RREEF Holdings Limited® | 10 Mar 2005 | Continuing |
| DB RREEF Funds Management Limited® | 10 Mar 2005 | Continuing | |
| Brian E Scuttin | DB RREEF Holdings Limited 2 | 1 Jan 2005 | Continuang |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| (YS Instalment Receipt Limited® | 24 Oct 2000 | Continuing | |
| Deutsche Asset Management (Australia) Limited ® | 20 Dec 1999 | Continuing | |
| Alternate Director | |||
| Shaun A Mays | DB RREEF Holdings Limited® | 10 Mar 2005 | Continuing |
| (alternate to Charles B Leitner HI) | DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing |
| IYS Instalment Receipt Limited® | 13 May 2004 | 4 May 2005 | |
| Deutsche Asset Management (Australia) Limited® | 13 May 2004 | 4 May 2005 |
- OB RREEF Holdwigs Pty Limited is the holding company of DRFM.
2 DRFM is Responsible Entily for (a) the Trust, a managed investment scheme whose units are stapled to the units of DB RREEF Office Trust and DB RREEF Diversified Trust and trade on ASX as DB RREEF Trust and (b) DB RREEF RENTS Trust, whose Real-Estate perpetual exchaNgeable sTep-up Securities called RENTS are listed on ASX.
3 IYS Instalment Receipt Limited has issued ASX listed instalment receipts over units in the Deutsche Retail Infrastructure Trust, a managed investment scheme that is listed but not quoted on ASX and whose Responsible Enlity is Deutsche Asset Management (Australia) Limited.
directors' report (continued)
6. principal activities
During the year the principal activity of the Trust consisted of investment in an industrial portfolio of real estate assets within Australia and the United States.
The number of employees of the Trust during the reporting period was nil as at 30 3une 2005 (2004; nil).
7. total value of trust assets
The total value of the assets of the Trust as at 30 June 2005 was \$1,313.8 million (2004: \$932.6 million). A schedule detailing the basis of this valuation is outlined in note 1 of the financial statements.
8. review and results of operations
A review of the results and operations, including the expected results of operations of the Trust, is set out in the "Chief Executive Officer's Report" in the DRT Annual Report 2005.
9. likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information. of the future developments or results of the Trust, other than that information already outlined in this Report or the financial statements accompanying this report, would be unreasonably prejudicial to the Trust.
10. significant changes in the state of affairs
On 27 September 2004, unitholders of the Trust, DB RREEF Diversified Trust (formerly Deutsche Diversified Trust) ("DDF") and DB RREEF Office Trast (formerly Deutsche Office Trast) ("DOT") voted to replace their respective constitutions, replace their respective responsible entities and staple their units together with a newly formed trading trust DB RREEF Operations Trust ("DRO") to create a stapled security known as DB RREEF Trust. ("DRT") (ASX Code: DRT). Details on the proposal were outlined. in the Information Memorandum and Product Disclosure Statement. dated 30 August 2004. The result of these resolutions became effective on 30 September 2004.
The consolidation of the Trust and DDF, DOT and DRO, the acquisition of the US REIT, and the associated debt arranging and interest rate hedging, are referred to as "the Transaction".
For the purposes of statutory reporting, the stapled security must be accounted for as a consolidated group. The parent entity, DDF is the deemed acquirer of DIT, DOT and DRO.
DB RREEF Funds Management is a wholly owned subsidiary of DB RREEF Roldings Pty Limited ("DRH"). DRH is 50 per cent owned. by DRFM as Responsible Entity for DRO and 50 per cent owned by First Australian Property Group Holdings Pty Limited, a subsidiary of the Deutsche Bank Group.
As part of the stabling process, the Trust, DDF and DOT each paid a special distribution by way of a capital return that was applied on behalf of each unitholder to subscribe for new issued units in each of the other trusts, including DRO. The number of units issued by each trust changed so that each trust had the same number of issued units. The namber of stapled securities owned by an investor in DRT equals the same number of units in the Trust, DDF, DOT and DRO.
Other than the matters disclosed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in the Report or the financial statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in future financial years.
11, matters subsequent to the end of the financial year
On 7 3uly 2005, amendments were made to the Trust's constitution. that enabled the Trust to satisfy the Australian Infernational Financial Reporting Standards criteria for unitholders' funds to be classified as equity. The Directors of the Responsible Entity were of the view that such amendments were not materially adverse to unitholders' rights. or interests nor did they change the nature of the Trust.
On 27 July 2005, the Responsible Entity lodged an appeal with the Supreme Court of New South Wales in relation to the interest payable. on the settlement sum in respect of the sale of part of 1-55 Rothschild Avenue, Rosebery.
Since the end of the year, other than the matters discussed in this Report, the Directors of the Responsible Entity are not aware of any matter or circumstance that has significantly affected or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in foture years.
12. distributions
Distributions paid or payable by the Trust for the year ended. 30 June 2005 are detailed in note 23 of the financial statements. and form part of this Report.
13. responsible entity and associate interests
Fees totaking \$5.5 million (2004: \$5.0 million) were paid or are payable by the Trust to the Responsible Entity for the year ended. 30 June 2005. Details of these fees are outlined in note 27 of the financial statements and form part of this Report.
The namber of interests in the Trust held by the Responsible Entity or its associates as at the end of the financial year are disclosed in note 27 of the financial statements and form part of this Report.
14. Interests in the trust
The movement in securities on issue in the Trust is detailed in note 21 of the financial statements and forms part of this Report.
The Trast did not issue any options during the year.
15. environmental regulation
The Directors of the Responsible Entity are satisfied that adequate systems are in place for the management of its environmental responsibility and compliance with the various licence requirements and regulations. Further, the Directors are not aware of any breaches of these requirements and to the best of their knowledge, all activities have been undertaken in compliance with environmental requirements.
16. Indemnification and Insurance
Insurance premium for a policy of insurance indemnifying directors, officers and others (as defined in the relevant policy of insurance) is paid by the Responsible Entity.
17. audit
17.1 auditor
PricewaterhouseCoopers ("PwC" or "Auditor") continues in office in accordance with section 327 of the Corporations Act 2001.
17.2 non-audit services
Details of the amounts paid to the Auditor, which include amounts paid for non-audit services totalling \$494,628, are set out in note 5 in the Nofes to the Financial Statements.
The Directors are satisfied that the provision of non-audit services. provided during the year by the Auditor (or by another person or firm on the Auditor's behalt), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
Reasons for the Directors being satisfied that the provision of those non-audit services, during the year, by the Auditor did not compremise the Auditor's independence are as follows:
- Board Audit Coramittee has determined that the external Auditor 缕 will not provide services that have the potential to impair the independence of their audit role, including:
- @ participating in activities that are normally undertaken by management;
- being remunerated on a "success fee" basis;
- providing services where the Auditor may be required to gg. review or audit their own work, including:
- the preparation of accounting records;
- the design and iraplementation of information technology systems;
- conducting valuation, actuarial or legal services;
- promoting, dealing in or underwriting securities; or
- providing internal audit services; and
- Board Audit Committee regularly reviews the performance and independence of the external Auditor and whether the independence of this function has been maintained having regard to the provision of non-audit services; and
- the external Auditor must provide a written declaration to the 緵 Board regarding their independence each reporting period.
Since 30 June 2005, Board Audit Committee approval is required before the engagement of the external Auditor to perform any non-audit service for a fee greater than \$100,000.
17.3 audit independence statement
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 62. and forms part of this Report.
18, corporate governance
The Responsible Entity's Corporate Governance Statement is set out in the DRT Annual Report 2005, which accompanies this Report.
19. rounding of amounts and currency
The Trust is a registered scheme of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the "rounding off" of amounts in the Directors' Report and financial report.
Amounts in the Directors' Report and financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise indicated.
All figures in this Report and the financial report, except where ofherwise stated, are expressed in Australian dollars.
20. management representation
The Chief Executive Officer and the Chief Operating Officer have reviewed DRT's financial reporting processes, policies and procedures together with the Trust's risk raanagement and internal control and compliance policies and procedures. Following that review it is their opinion that the Trust's financial records for the financial year have been properly mainfained in accordance with the Corporations Act 2001 and the financial statements and their notes comply with the accounting standards and give a true and fair view.
21. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Chix Sen
Christopher T Beare Chair Sydney
25 August 2005
Victor P Hoog Antink Chief Executive Officer Sydney 25 August 2005
DB RREEF Industrial Trust Financial Statements 2009 57
directors' and executive remuneration report
The Directors of DB RREEF Funds Management Limited (*DRFM*) as Responsible Entity of DB RREEF Industrial Trust ("the Trust" or "DIT") and its consolidated entities present their Remuneration Report for the year ended 30 June 2005.
1. general remuneration framework
The objective of DRFM's remuneration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns employee reward with achievement. of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies the following key criteria for good reward governance practices:
- competitiveness and reasonableness; Ø
- 娑 performance linkage/alignment;
- transparency; and Ø
- financial and non-financial resource management. Ŷ.
In consultation with external remuneration consultants DRFM has structured a remaneration framework that is market competitive and complementary to its reward strategy. Alignment to investors' interests is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- delivery of forecast returns; and gg.
- achievement of key non-financial value drivers. q
Alignment of employees' inferests is achieved through the planrewarding capability and performance. For participants, the plan-
- provides a clear structure for earning reward; Ø
- delivers competitive reward for contribution to the creation of W value; and
- provides recognition for contribution. gg.
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a mix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains sersiority within DRFM, the balance of this mix shifts to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implementation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predetermined performance targets, a short-term incentive pool, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees during the annual review. Cash incentives are payable in September each year. Performance targets are utilised to ensure that variable reward is only available when value has been created for investors, and when performance is consistent with forecasts. The incentivepool may be feveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based on group, individual business and personal objectives. Performance indicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures. linked to drivers of performance in future reporting periods. Short-termincentive payments may be adjusted up or down in tine with under or over achievement against target performance levels, at the discretionof the Board Nomination and Remuneration Committee.
Termination provisions for the Chief Executive Officer ("CEO") are set out in the CEO's contract of employment. In the event of early termination, DRFM may be required to give 12 months notice and may elect to payout all or part of this notice period.
There are no termination provisions extended to any other DRFM. executive.
2. non-executive directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board-Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration consultants to ensure. Non-Executive Directors' fees and payments are appropriate and inline with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees. receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. details of remuneration of directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the period ending 30 June 2005 are set out in the following tables.
Period ending 30 June 2005
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| \$ | S | \$ | \$ | |||
| Non-Executive Directors | ||||||
| Christopher T Beare | 193.125 | 193.125 | ||||
| Elizabeth A Alexander | 65,000 | 65,000 | ||||
| Barry R Brownjehn | 60,000 | 60.000 | ||||
| Stewart F Ewen | 95.625 | 95.625 | ||||
| Brian E Scuttin | 68,750 | 68,750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | 3 | 682.139 | 68.800 | 750,939 | ||
| Charles B Leitner III | 2 | 12,300 | 12.300 | |||
| Shaon A Mays (alternate to Charles B Leitner III) | 2 | 16,000 | 16,000 | |||
| Daniel S Weaver | $\cdots$ |
Note 1: Non-Executive Directors' remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is Director's total remoneration from 1 October 2004, or the date of appointment if later than 1 October 2004, to 30 June 2005.
Note 2. These Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on DB RREEF Funds Management Limited's activities during the period ending 30 June 2005.
Note 3: The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Officer's total remuneration for the period ending 30 June 2005. No short term incentive payment for the period 1 October 2004 to 30 June 2005 has been allocated. Consequently, no payment is included in the above.
There were no stapled securities or options issued during the period to any Director or employee as part of their remuneration. No Director or Executive received any retirement benefit during the period.
directors' and executive remuneration report (continued)
3.2 Deutsche Asset Management (Australia) Limited and DB Real Esiate Australia Limited
The remuneration received by the Directors of Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited was paid by Deutsche Bank. As the Directors of each of these Responsible Entities are common the following table details the combined amount of each efement of remuneration, for the period 1 July 2004 to 29 September 2004 (being the date when each entity ceased to be the Responsible Entity of its respective trusts and DB RREEF Funds Management Limited became the Responsible Entity of DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust).
For the period 1 July 2004 to 29 September 2004
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees S |
benefits | £ | ||||
| Non-Executive Directors | ||||||
| Christopher T Beare | 12.500 | 12.500 | ||||
| Stewart F Ewen | 21.250 | 21,250 | ||||
| William 8 Robinson | 15,000 | 15.000 | ||||
| Brian E Scullin | 20.250 | 20.250 | ||||
| Executive Directors | ||||||
| Shaun A Mays | 2 | 9,000 | 9.000 | |||
| David C Shields | o | 9,811 | 9.811 |
Note 1: Non-Executive Directors' remuneration was a cost of Deutsche Bank. The amount shown in this Remuneration Report is each Director's total remuneration for the period ending 29 September 2004.
Note 2: Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited activities relating to DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust during the period ending 29 September 2004.
4. details of remuneration of executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing 1 October 2004 and ending 30 June 2005
| Position | Salary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| £ | \$ | £ | ||||
| Tariya L. Coxi | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | 62.000 | 8.689 | 287,000 | |
| Ben J Lehmann | Head of Portfolio Services | 216.311 | 75.000 | 8.689 | 300,000 | |
| lan D Robins. | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456.250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. other disclosures
There were no loans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
6. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Clus Sem
Christopher T Beare Chair Sydney
25 August 2005
auditors' independence declaration

Auditors' Independence Declaration
As lead auditor for the audit of DB RREEF Industrial Trust for the year ended 30 June 2005, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of DB RREEF Industrial Trust and the entities it controlled during the period.
DA Prothero Partner PricewaterhouseCoopers
Sydney 25 August 2005
PricewaterhouseCoopers ABN 52 780 433 757 Darting Park Tower 2 201 Sussex Street GPO 80X 2650 SYONEY NSW 1171 DX 77 Sydney Australia
www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)
statements of financial performance
DB RREEF INDUSTRIAL TRUST STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2005
| 2005 | Consolidated 2004 |
2005 | Parent Entity 2004 |
||
|---|---|---|---|---|---|
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||||
| Property income | 3 | 94,903 | 87.717 | 62,065 | 55,367 |
| Distribution income | 30,285 | 31,362 | |||
| Dividend income | Ξ. | 1,715 | |||
| Interest income | 282 | 401 | 220 | 303 | |
| Net foreign exchange gain | 29 | u, | 9.461 | ||
| Proceeds from sale of investment properties | 4 | 26,200 | 14,098 | 22,000 | |
| Share of net profits of associates accounted for using the equity method | 13 | 20,078 | |||
| Total revenue from ordinary activities | 141,492 | 102,216 | 125,746 | 87,032 | |
| Expenses from ordinary activities | |||||
| Property expenses | (17.683) | (18,603) | (11,517) | (12,102) | |
| Responsible Entity fees | 27 | (5,491) | (4,997) | (5,491) | (3,420) |
| Borrowing costs expense | 6 | (24, 627) | (16, 431) | (24, 626) | (16, 430) |
| Other expenses from ordinary activities | 6 | (1,341) | (1,167) | (1,188) | (935) |
| Book value of property investments sold | 4 | (25, 221) | (14,624) | (20, 832) | |
| Increment/(decrement) on revaluation of investments | 22 | 3,795 | 7,752 | (581) | 1 |
| Costs associated with the Transaction. | 7 | (14.729) | (14, 729) | ||
| Total expenses from ordinary activities | (85, 297) | (48,070) | (78, 964) | (32, 886) | |
| Net profit attributable to unitholders | 22 | 56,195 | 54,146 | 46,782 | 54,146 |
| Net increase in asset revaluation reserve | 22 | 62,541 | 19.753 | 71.305 | 19.753 |
| Net decrease in foreign currency translation reserve | 22. | (649) | |||
| Total revenues, expenses and valuation adjustments attributable to members of the Trust recognised directly in equity |
61,892 | 19,753 | 71,305 | 19,753 | |
| Total changes in equity other than those resulting from | |||||
| transactions with unitholders as owners | 118,087 | 73,899 | 118,087 | 73,899 | |
| Cents | Cents | ||||
| Basic earnings - cents per unit | 32 | 2.85 | 16.02 | ||
| Dituted earnings - cents per unit | 32 | 2.85 | 16.02 | ||
| Basic earnings before the Transaction - cents per unit | 32 | 20.95 | ะช่อ |
The above Statements of Financial Performance should be read in conjunction with the accompanying notes.
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Distribution | |||||
| Net profit attributable to unitholders. | 56.195 | 54.146 | 46.782 | 54,146 | |
| Movement in undistributed income. | (4.133) | (727) | 3.710 | (727) | |
| Transfer from asset revaluation reserve | 14,300 | $\cdots$ | 15,870 | ||
| Distribution paid and payable | 22/23 | 66.362 | 53.419 | 66.362 | 53.419 |
| Distribution paid/payable - cents per unit | Cents | Cents | |||
| Ordinary units | 23 | 2.47 | 15.80 |
statements of financial position
DB RREEF INDUSTRIAL TRUST STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2005
| 2005 | Consolidated 2004 |
2005 | Parent Entity 2004 |
||
|---|---|---|---|---|---|
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Current assets | |||||
| Cash assets | 5,577 | 5,157 | 4,039 | 4,787 | |
| Receivables | 8 | 3,076 | 2,937 | 50,227 | 43,369 |
| investment properties | 10 | 23,055 | $\ddotsc$ | 18,787 | |
| Other | 9 | 3,751 | 4,800 | 2,742 | 3,811 |
| Total current assets | 12.404 | 35,949 | 57.008 | 70,754 | |
| Non-current assets | |||||
| investment properties | 10 | 961,355 | 885,980 | 647,071 | 580,207 |
| interest bearing loans receivable from related parties | 11 | 1,234 | 1,234 | ||
| investments in controlled entities | 12 | 269,284 | 269,865 | ||
| investments accounted for using the equity method | 13 | 192,297 | |||
| investments in associates | 13 | $\overline{\phantom{a}}$ | 192,297 | ||
| Loan with related parties | 14 | 138,948 | 138,948 | ||
| Other | 15 | 7,551 | 10,705 | 5,873 | 9,178 |
| Total non-current assets | 1,301,385 | 896,685 | 1,254,707 | 859,250 | |
| Total assets | 1,313,789 | 932,634 | 1,311,715 | 930,004 | |
| Current liabilities | |||||
| Payables | 16 | 10,459 | 11,004 | 8,520 | 8,503 |
| Interest bearing liabilities | 17 | 354,338 | $\ldots$ | 354,338 | |
| Provisions | 18 | 39,615 | 27,058 | 39,615 | 27,058 |
| Other | 19 | 1,121 | 1,121 | ||
| Total current liabilities | 405,533 | 38,062 | 403,594 | 35,561 | |
| Non-current liabilities | |||||
| Interest bearing liabilities | 17 | 132,199 | 339,474 | 132,199 | 339,474 |
| Other | 20 | 4,108 | 1,076 | 3,973 | 947. |
| Total non-current liabilities | 136,307 | 340,550 | 136,172 | 340,421 | |
| Total liabilities | 541,840 | 378,612 | 539,766 | 375,982 | |
| Net assets | 771,949 | 554,022 | 771,949 | 554,022 | |
| Equity | |||||
| Contributed equity | 21 | 668,995 | 502,793 | 668,995 | 502,793 |
| Reserves | 22 | 97,853 | 50.261 | 102,954 | 47,519 |
| Undistributed income | 22 | 5,101 | 968 | 3,710 | |
| Total equity | 771,949 | 554,022 | 771,949 | 554,022 |
The above Statements of Financial Position should be read in conjunction with the accompanying notes.
statements of cash flows
DB RREEF INDUSTRIAL TRUST STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2005
| Parent Entity | |||||
|---|---|---|---|---|---|
| Note(s) | 2005 \$'000 |
2004 \$'000 |
2005 \$'000 |
2004 \$'000 |
|
| Cash flows from operating activities | |||||
| Receipts in the course of operations | 94.004 | 86,554 | 62.061 | 54.934 | |
| Payments in the course of operations | (30.731) | (26.114) | (23, 870) | (14, 937) | |
| Interest received | 282 | 401 | 220 | 303 | |
| Borrowing costs paid | (22.202) | (18, 525) | (22, 202) | (18,524) | |
| Net cash inflow from operating activities | 30 | 41,353 | 42,316 | 16,209 | 21,776 |
| Cash flows from investing activities | |||||
| Proceeds from sale of investment properties | 26,200 | 13,888 | 22,000 | ||
| Payments for capital expenditure on investment properties. | (45, 855) | (31,620) | (41.394) | (30,022) | |
| Payments for investment properties | (52,315) | (52,315) | |||
| Payments for investments accounted for using the equity method | (138.033) | ||||
| Payments for investments in associates | (138,033) | ||||
| Lean from controlled entities | 23,715 | 34,171 | |||
| Net cash outflow from investing activities | (157, 688) | (70, 047) | (133,712) | (48, 166) | |
| Cash flows from financing activities | |||||
| Establishment expenses and unit issue costs | (4) | $\langle 8 \rangle$ | (4) | (8) | |
| Proceeds from borrowings | 50,739 | 121,993 | 50.739 | 121,993 | |
| Repayment of borrowings | (17.374) | (41.497) | (17.374) | (41.400) | |
| Borrowings provided to Stapled Trusts. | (42, 143) | (42, 143) | |||
| Borrowings provided by Stapled Trusts | 151,988 | 151,988 | |||
| Distributions paid | (26, 451) | (51,339) | (26, 451) | (51, 339) | |
| Net cash inflow from financing activities | 116,755 | 29,149 | 116,755 | 29,246 | |
| Net increase/(decrease) in cash held | 420 | 1,418 | (748) | 2.856 | |
| Cash at the beginning of the year | 5,157 | 3.739 | 4.787 | 1,931 | |
| Cash at the end of the year | 5.577 | 5,157 | 4,039 | 4,787 |
The above Statements of Cash Flows should be read in conjunction with the accompanying notes.
notes to the financial statements
DB RREEF INDUSTRIAL TRUST NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 UJNE 2005
note 1, summary of significant accounting policies
(a) basis of preparation
On 30 September 2004, DB RREEF Trust was created by the stapling together of the Trust, DDF, DOT and DRO and their consolidated entities. The deemed acquirer of the Trust is DDF. The basis of this approach is consistent with current practice in relation to the financial obligations of stapled entities that were formed after 1 July 2004.
DB RREEF Trust stapled securities are quoted on the Australian Steck Exchange under the code DRT and comprise one unit in each of the Trust, DDF, DOT and DRO. Each entity forming part of DRT continues as a separate legal entity in its own right under the Corporations Act 2001 and is therefore required to comply with the reporting and disclosure requirements under the Corporations Act. 2001 and Australian Accounting Standards.
DB RREEF Funds Management as Responsible Entity for the Trust, DDF, DOT and DRO may only unstaple the Trust if approval is obtained by special resolution from unitholders of each of the Trusts.
This general purpose financial report has been prepared in accordance with the requirements of the Trust Constitution, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus. Views and the Corporations Act 2001 in Australia.
It is prepared on the basis of the going concern and historical cost. conventions and has not been adjusted to take account of either changes in the general purchasing power of the dollar or changes in the values of specific assets, except to the extent that the Trust investments have been revalued.
It is recommended that this report be read in conjunction with any public pronouncements made by the Trust during the year inaccordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted are consistent with those of the previous period unless otherwise specified. Comparative information has been reclassified where appropriate to enhance comparability.
(b) principles of consolidation
The consolidated financial statements incorporate all the assets, liabilities and net operating results of the parent and its controlled entities.
The effects of all fransactions between controlled entities and the Trust have been eliminated in full.
Certain property investments are held via joint ownership arrangements. (refer note 13). These joint ownership arrangements include the ewnership of units in single purpose unlisted trusts over which the Trust exercises significant influence but not control ("Associates").
trivestments in associates are accounted for in the consolidated financial statements using the equity method. Under this method, the consolidated entity's share of the post-acquisition profits of associates is recognised as revenue in the consolidated Statements of Financial Performance, and its share of post-acquisition movements in reserves is recognised in consolidated reserves.
(c) revenue recognition
Rent
Rent is brought to account on an accruais basis and, if not received at balance date, is reflected in the Statements of Financial Position as a receivable. Recoverability of receivables is reviewed on an ongoing basis. Debts which are known to be not collectable are written off.
Income support
Rental income support is brought to account on an accruals basis in accordance with the relevant contractual arrangements.
interest income
Interest income is brought to account on an accruais basis and, if not received at the balance date, is reflected in the Statements of Financial Position as a receivable.
(d) expenses
Expenses are brought to account on an accruais basis and, if not paid at the balance date, are reflected in the Statements of Financial Position as a payable.
Property expenses
Property expenses include rates, taxes and other property outgoings. incurred in relation to investment properties where such expenses are the responsibility of the Trust.
Borrowing costs
Borrowing costs include interest expense and other costs incurred in respect of obtaining finance.
Borrowing costs are expensed unless they relate to qualifying assets. Qualifying assets are assets which take a substantial period of timeto get ready for their intended use or sale. Where funds are borrowed specifically for the acquisition or construction of a qualifying asset, the amount of borrowing costs capitalised is those incurred in relation to that berrowing, net of any interest earned on those berrowings, until the asset is ready for its intended use or sale. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average capitalisation rate.
Other costs incurred, including loan establishment fees in respect of obtaining finance, are deferred and written off over the term of the respective agreement.
(e) derivatives and other financial instruments
The Trust's activities expose it to changes in interest rates and foreign exchange rates. There are policies and limits approved by the Board of Directors of the Responsible Entity in respect of the usage of derivatives and other financial instruments to hedge those cash flows. and earnings which are subject to interest rate risk and foreign currency risk respectively. In conjunction with its advisers, the Responsible Entity continually reviews the Trust's exposures and updates its treasury policies and procedures. The Trust does not trade in derivative instruments for speculative purposes.
Changes in the net market values of hedging instruments are matched and brought to account with the carrying values and income streams of the underlying assets or liabilities.
The accounting policies adopted in relation to financial instruments are detailed below:
Debt instruments
Debt instruments are carried at face value. Inferest is brought to account on an accruals basis.
Interest rate swaps
The Trust enters into interest rate swap agreements with the objective of hedging the risk of interest rate fluctuations in respect of underlying borrowings. Net receipts and payments in relation to interest rate swaps are recognised in the Statements of Financial Performance on an accruals basis over the life of the hedges (refer note 24).
Forward exchange contracts
Forward exchange contracts are entered into by the Trust to hedge its earnings exposure in relation to foreign investments. This currency hedge rate is used to translate items in the Statements of Financial Performance (refer note 1(t) and note 24).
ID GST
Revenues, expenses and capital assets are recognised net of the amount of goods and services tax ("GST"), except where the amount of GST incurred is not recoverable from the Australian Tax Office. ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
(g) taxation
Under corrent legislation, the Trust and its controlled entities are not liable for income tax, provided that the taxable income and taxable realised gains are fully distributed to unitholders each year. Tax allowances for building and plant and equipment depreciation. are distributed to unitholders in the form of tax deferred components. of the distribution.
Dividends received from DB RREEF Industrial Properties, Inc. ("US REIT") will be net of US withholding taxes payable in respect of those distributions. The US foreign operations theraselves will generally not be subject to US Federal or State income taxes provided they satisfy the necessary requirements of a Real Estate Investment Trust ("REIT").
No provision is made for additional taxes which would become payable if certain reserves of the foreign controlled entity were to be distributed as it is not expected that any substantial amount will be distributed from those reserves in the foreseeable future.
Under current Australian income tax legislation, the phitholders will be generally entitled to receive a foreign tax credit for US withholding tax deducted from dividends paid by the US REIT.
(h) distributions
In accordance with the Trast's Constitution, the Trust distributes its distributable income to unitholders by cash or reinvestment.
(i) receirs and maintenance.
Plant of the Trust is required to be overhauled on a regular basis. This is managed as part of an ongoing major cyclical maintenance program. The costs of this maintenance are charged as expenses as incurred, except where they relate to the replacement of a component of an asset, in which case the costs are capitalised. in accordance with note 1(f). Other routine operating maintenance, repair costs and minor renewals are also charged as expenses. as incurred.
(i) nask
For the purposes of the Statements of Cash Flows, cash includes deposits at call which are readily convertible to cash on hand and are subject to an insignificant risk of change in value.
(k) receivables
Debtors to be settled within 30 days are carried at amounts due. Debts are assessed at balance date and provision is made for any doubtful accounts.
(i) investment properties
It is the policy of the Responsible Entity to review the carrying value. of each property at the reporting date. External valuations of the individual investments are carried out in accordance with the Trust's Constitution, or earlier where the Responsible Entity believes theremay be a material change in the fair value of the property.
The valuations are measured at fair value being the amounts for which assets could be exchanged between knowledgeable willing parties in an arm's length transaction. Revaluations are made with sufficient regularity to ensure that the carrying amount of eachinvestment property does not differ materially from its fair value. at the reporting date.
A revaluation increment is credited directly to the asset revaluation. reserve, unless it is reversing a previous decrement charged as an expense in the Statements of Financial Performance in respect of that same class of assets, in which case the increment is credited directly to the Statements of Financial Performance.
A revaluation decrement is recognised directly as an expensein the Statements of Financial Performance, unless it is reversing a revaluation increment previously credited to, and still included in the balance of the asset revaluation reserve in respect of that same class of assets, in which case it is debited directly to the asset revaluation reserve.
The gain or loss on disposal of revalued assets is calculated as the difference between the carrying amount of the asset at the date of disposal and the net proceeds from disposal and is included in the Statements of Financial Performance in the year of disposal. Any related balance remaining in the asset revaluation reserve at the time. of disposal is transferred to undistributed income.
Land and buildings have the function of an investment and are regarded as a composite asset. The applicable Accounting Standards do not require that investment properties be depreciated. Accordingly, the buildings and any component thereof (including plant and equipment) are not depreciated.
note 1, summary of significant accounting policies (continued)
(I) investment properties (continued)
Expenses capitalised to properties may include the cost of acquisition, additions, refurbishment, redevelopment, borrowing costs and fees incurred.
The carrying amounts of current and non-current investment. properties are reviewed to determine whether they are in excess. of their recoverable amount at balance date. If the carrying amount of current and non-current investment properties exceeds the recoverable amount, the asset is written down to the lower amount.
(in) leasing fees
Leasing fees incurred in relation to the initial letting of property or following redevelopments are capitalised to the property, and taken to account through periodic revaluation. Leasing fees incurred in relation to the origoing renewal of major tenancies are capitalised and amortised over the lease periods to which they relate.
(n) lease incentives
Prospective lessees may be offered incentives as an inducement to enter info non-cancellable operating leases. These incentives may take various forms including up front cash payments, rent free periods, or a contribution to certain lessee costs such as fit out costs. or relocation costs.
These incentives are repaid out of future lease payments and therefore are recognised as an asset in the Statements of Financial Position. Specifically:
- rent free periods when provided, the rent forgiven in early years. is capitalised to a deferred income account, at the earlier datefrom which the tenant has effective use of the premises or the lease commencement date and is released to the Statements of Financial Performance in fater years to ensure a constant rate of return over the term of the lease;
- @ cash contributions where provided, the amount of contribution is capitalised as an asset in the Statements of Financial Position. and written off over the term of the lease;
- 雞 tenant fit out - costs associated with fitting out a building specifically for a lessee and that are not expected to be used beyond the term of the lease are capitalised in the Statements of Financial Position and written off over the term of the lease; and
- 雞 tessor owned fit out - when the fit out is an asset of the lessor and can be retained by the lessor beyond the lease term, it is considered integral to the building and is capitalised into the cost of the property and adjusted through the valuations.
- (o) investments accounted for using the equity method/ investments in associates
Some property investments are held through the ownership of units in single purpose unlisted trusts where the Trust exerts significant influence but does not have a controlling interest. The Trust has adopted the equity method of accounting for these investments.
Interests held by the Trust are brought to account at valuation based on the net tangible asset backing.
At the parent level, investments in associates are carried at Directors' valuation, being net tangible assets of the underlying entity and faking into consideration market and movements.
(p) acquisition of assets.
The parchase method of accounting is used for all acquisitions. Cost is measured as the fair value of the assets given up, shares issued or fiabilities undertaken at the date of acquisition plus incidental costs. directly attributable to the acquisition.
Goodwill is brought to account on the basis described in note 1(g).
(q) intangible assets
Where an entity or operation is acquired, the identifiable net assets acquired are measured at fair value. The excess of the fair value of the identifiable net assets acquired, is brought to account as goodwill and amortised on a straightline basis over the period which the benefits are expected.
(r) payables
These amounts represent liabilities for amounts owing by the Trustat year end which are unpaid. The amounts are presecured and are usually paid within 30 days of recognition.
(s) earnings per unit
Basic and diluted earnings per unit are determined by dividing the net profit attributable to unitholders of the Trust by the weighted average number of ordinary units outstanding during the financial year.
(t) foreign currency
Foreign currency investments
Foreign assets and liabilities are converted to Australian Dollars ("A\$") at the rate of exchange on the date of the transaction or at hedged rates if applicable.
Foreign investments are in the United States of America ("US").
Translation of foreign currency operations
All foreign operations are deemed self-sustaining in accordance. with AASB 1012: Foreign Currency Translation, as each is financially and operationally independent of the Australian operations.
The financial reports of overseas operations are translated to Australian dollars using the current rate method, except for earnings which are translated at the applicable currency hedge contract rates. Any exchange differences are faken directly to the foreign currency. translation reserve.
Exchange rates
The following exchange rates have been used to translate financial statements of foreign operations to Australian dollars:
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | -30 June 2005 | |
|---|---|---|
| Spot A\$/US\$ | Statements of Financial Position | A 7640. |
| Average A\$/US\$' | -Statements of Financial Performance | በ 7242 |
1 The average exchange rate includes applicable hedges
(u) international financial reporting standards ("IFRS")
The adoption of Australian equivalents to IFRS ("AIFRS") will be first reflected in the financial statements for the half year ended. 31 December 2005 and the year ended 30 June 2006.
The Responsible Entity has established a project team to manage the transition to AIFRS, including training of sfaff, and systems and internal control changes necessary to gather all the required financial information. In some cases choices of accounting policies are available, including elective exemptions under Accounting Standard AASB 1: First-time Adoption of Australian Equivalents to IFRS. The project is at a stage where material AIFRS adjustments are known, to enable the preparation of an opening Statement of Financial Position as at 1 July 2005, the transition date to AIFRS.
Impact of transition to AIFRS
The impact of transition to AIFRS, including the selection and application of AIFRS accounting policies, is based on AIFRS. standards that management expect to be in place, or where applicable, have been adopted, when preparing the first complete. AIFRS financial report. The disclosures below reflect that the Trust has elected not to apply the requirements of AASB 132 and AASB 139 in the first comparative year under AIFRS.
Although the adjustments disclosed in this note are based on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change.
Revisions to the selection and application of AIFRS accounting policies may be required as a result of:
- changes in financial reporting requirements that are relevant to the Trust's first complete AIFRS financial report arising from new or revised accounting standards or interpretations issued by the Australian Accounting Standards Board subsequent to the preparation of the 30 June 2005 financial report;
- additional guidance on the application of AIFRS in the property $\mathcal{G}^{\mathrm{ss}}_{\mathrm{sc}}$ industry: or
- a changes to the Trust's operations.
Therefore, until the Trust prepares its first full AIFRS financial statements, the possibility cannot be excluded that the accompanying disclosures may have to be adjusted.
Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following (references to new AASB standards below are to the Australian equivalents to IFRS issued in July 2004):
Investment properties
Under AASB 140: Investment Property, gains and losses arising from changes in the fair values of investment properties will be recognised. in the Statements of Financial Performance, rather than through the asset revaluation reserve of the Statements of Financial Position.
On transition to AIFRS, the balance of the asset revaluation reserve as at 1 July 2004 will be transferred to retained earnings. This will increase the balance of retained earnings by \$50,261,000. Had AASB 140 been applied during the year ended 30 June 2005, the impact to net profit would have been an increase of \$62,541,000.
Certain real estate investments currently classified as investment. properties (such as properties under construction) may not meet. the AIFRS definition of investment property. Therefore, a separate class of assets may be shown on the face of the Statements of Financial Position.
Financial instruments
All interest rate and foreign currency derivatives will be recognised at fair value in the Statements of Financial Position, with changes in fair value during the period recognised in the Statements of Financial Performance, or if classified as a cash flow hedge and proved to be effective, deferred in equity.
The Board has decided not to adopt hedge accounting for financial instruments in existence at 30 June 2005, which may result in futureunrealised earnings volatilities, without any associated volatility in cash earnings, and hence distributions. The Board will continually review this position and may elect to apply hedge accounting to financial instruments enfered into, in the future.
The Trust has elected to adopt the exemption available under AASB 1 to apply AASB 132: Financial Instruments - Disclosure and Presentation and AASB 139: Financial Instruments - Recognition and Measurement only from 1 July 2005. This allows the Trust to apply AGAAP to the comparative information of financial instruments. within the scope of AASB 132 and AASB 139 for the 30 June 2006. financial report.
Rental revenue
Accounting Standard AASB 117: Leases, requires rental revenues to be recognised on a straightline basis over the term of the lease. This applies to operating leases with fixed rent review clauses. The Responsible Entity has analysed the impact of straightlining fixed. reviews and has determined it will have an immaterial impact.
Lease incentives
Accounting standard AASB 117: Leases, and UIG 115: Operating Leases - Incentives, requires all lease incentives to be capitalised. and amortised over the period of the lease. The Responsible Entity has assessed the impact of this treatment based on the current lease. incentives and has estimated an additional amortisation expense and accumulated amortisation of \$561,000 for the year ended 30 June 2005. On transition to IFRS, an amount of \$717,000 will be recognised as unamortised lease incentives that will form part of the fair value of the property portfolio. However, this would be offset by a notional fair value adjustment to income and to investment properties. to bring the balance of the investment properties back to fair value, resulting in no impact to the net profit and net assets of the Trust.
note 1, summary of significant accounting policies (continued)
Revenue disclosures in relation to the sale of non-current assets.
Under AIFRS, the reversue recognised in relation to the sale of non-current assets is the net gain on the sale. This is in contrast to the current AGAAP treatment under which the gross proceeds from sale are recognised as revenue and the carrying amount of the assets sold is recognised as an expense. The net impact on the Statements of Financial Performance is nil.
If the policy required under AIFRS had been applied during the year ended 30 June 2005, the consolidated revenue from ordinary activities would have been \$25,221,000 (ower with a corresponding reduction in the expense for the year.
Unitholders equity
Accounting Standard AASB 132: Financial Instruments - Disclosure and Presentation, outlines and defines the criteria for recognising a financial instrument as either debt or equity. Under current accounting standards (AGAAP) units in a fixed life trust are considered equity. However under AIFRS the same instrument. would be classified as debt due to the fixed life of the issuance. Distributions paid to unitholders under this classification would be reclassified as a form of finance charge. These changes would not impact on the financial or economic position of the Trust or that of the unitholder but would significantly impact on the presentation. and disclosure in the financial accounts.
On 6 June 2005, ASIC issued class order 05/566 "Managed" Investment Schemes: Perpetuity Clauses in Scheme Constitutions". This class order allows the Responsible Entity to amend a constitution by removing a termination clause and make other amendments as required so long as the changes do not materially change the nature of the scheme or have a materially adverse effect on the interests of members.
On 7 July 2005, amendments to the Constitution were made that enable the Trust to satisfy the criteria for unitholders funds to be classified as equity. The Board was of the view that such amendments were not materially adverse to unitholders nor did they change the nature of the schease.
These changes are the only material changes anticipated, but should not be regarded as the only changes in accounting policies that will result from the transition to AIFRS as regulatory bodies have significant orgoing projects that could affect the interpretation of the differences between Australian Generally Accepted Accounting Principles and IFRS.
While the application of IFRS may introduce volatility into forecast financial information, this will not affect the cash flows from operations.
note 2. individually significant items
On 29 September 2004, DB RREEF Funds Management replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust.
The management fee structure was amended to reflect new feearrangements as follows:
australian assets
- 88 Fee: 0.45 per cent per annum of gross assets.
- Basis: annualised average gross assets calculated on a gg. month-end basis, in accordance with the Trust's Constitution.
- Calculated: monthly.
- Payment frequency: monthly. gg.
- Effective date: 1 October 2004.
- DB RREEF Industrial Properties, Inc. (initial portfolio only).
- 發 Fee: 0.25 per cent per amnum of gross assets to DB RREEF Funds Management.
- ® Fee: 0.02 per cent per attrium of gross assets to RREEF Americal ELC ("RREEF") (the US Fund Manager).
- Basis: annualised average gross assets calculated on a 彮 month-end basis, in accordance with the Trust's Constitution.
- 終 Calculated: monthly.
- 慾 Payment frequency: monthly.
- 貉 Effective date: 1 October 2004.
- @ Readdition, a management fee of US\$700,000 per annum (subject to annual escalation by reference to the US inflation rate) is payable by the US foreign operations to RREEF.
- 慾 Performance fees no longer apply to the Trust. The last period for which performance fees were calculated for the Trust was the six months ending 30 June 2004. No performance fees were earned post 30 June 2004. Similarly, performance fees carried forward from previous periods are no longer available.
note 3. property income
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$000 | \$'000 | |
| 92.799 | 85.215 | 61.378 | 55.203 | |
| 1.347 | 2.285 | $\cdots$ | $\ddotsc$ | |
| 757 | 217 | 687 | 164 | |
| 94.903 | 87.717 | 62.065 | 55,367 | |
note 4. gain/(loss) on sale of investments
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Proceeds on sale of investment properties |
26.200 | 14.098 | -22.000 | |
| Book value of investment properties sold | (25.221) | (14.624) | (20.832) | --- |
| Net gain/(loss) on sale of investment properties | 979. | (526) | 1.168 |
note 5. remuneration of auditors
During the year the auditor of the parent entity and its related practices earned the following remuneration:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | |||||
| PricewaterhouseCoopers | |||||
| Audit and review of financial reports and other audit work under the Corporations Act 2001 |
202.709 | 124.069 | 182.509 | 100,156 | |
| Fees paid in relation to oulgoings. | 3,203 | 2.912 | |||
| Total auditing fees | 205,912 | 126,981 | 182,509 | 100,156 | |
| Assurance | |||||
| Fees paid to PwC Australia | 205,912 | 126.981 | 182.509 | 100.156 | |
| Taxation Services | |||||
| Fees paid to PwC Australia | 75,042 | 47.213 | 37.741 | 19.682 | |
| Advisory Services | |||||
| Fees paid to PwC Australia in relation to IFRS project | 5,000 | 5,000 | |||
| Total audit and advisory fees | 285,954 | 174,194 | 225,250 | 119,838 | |
| Fees paid in relation to the Transaction. | |||||
| Fees paid to PwC Australia | 296,529 | $\ldots$ | 296.529 | ||
| Fees paid to related practices of PwC Australia. | 118,057 | 118,057 | |||
| Total included in costs associated with the Transaction | 414.586 | ww | 414.586 |
Total costs associated with the Transaction, paid by the Stapled Entity to PwC Australia and its related practices were \$1,243,758. The Trust's share of these costs was \$414,586.
note 6 (a), other expenses from ordinary activities
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$000 | \$'000 | \$000 | |
| Audit and advisory fees | 5 | 286 | 174 | 225 | 3.20 |
| Bad and doubtful debts | 111 | 280 | 84 | 332. | |
| Custodian fees | 96 | 91 | 81 | 81 | |
| Legal and other professional fees | 377 | 35 | 358 | 19 | |
| Registry costs and listing fees | 176 | 165 | 152 | 365. | |
| Other expenses | 295 | 422 | 288 | 418. | |
| Total other expenses from ordinary activities | 1.341 | 1.167 | 1.188 | 935 |
note 6 (b), borrowing costs
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
||
| Interest paid/payable | 27.602 | 19.161 | 27.601 | 19.160 | |
| Amount capitalised | (2.975) | (2.730) | (2.975) | (2.730) | |
| Borrowing costs expense | 24.627 | 16.431 | 24,626 | 16,430 |
note 7. costs associated with the transaction
The costs, totaling \$42.28 million, relate to the fees and expenses arising from the stapling of the Trust, DDF, DOT and DRO, the acquisition of the US REfT, and the associated debt arranging and interest rate hedging (together referred to as "the Transaction"). The Trust's share of these costs was \$14.73 million.
note 8, current assets - receivables
| Consolidated 2004 2005 |
2005 | Parent Entity 2004 |
||
|---|---|---|---|---|
| \$7000 | \$'000 | \$000 | \$000 | |
| Rent receivable | 1.763 | -2.679 | 1.097 | -1.664 |
| Less: Provisien for doubtful debts | (62) | (230) | (62) | (82) |
| Total rental receivables | 1.701 | 2.449 | 1.035 | 1.582 |
| Distribution receivable from controlled entities. | 30.288 | 31.362 | ||
| Other receivables from controlled entities | 17.813 | 10.171 | ||
| Goods and Services Tax ("GST") receivable | 122 | |||
| Other receivables | 1,375 | 488 | 1.091 | 132 |
| Total other receivables | 1,375 | 488 | 49.192 | 41.787 |
| Total current assets -- receivables | 3.076 | 2.937 | 50.227 | 43.369 |
other receivables from controlled entities.
Other receivables from controlled entities represents an inter-entity loan, which is a non-interest bearing loan between the Trust and its controlled entities, Paladin Industrial Trust and Foundation Macquarie Park Trust.
note 9, current assets - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| -Prepayments | 1.628 | 1.820 | 1.053 | 1.211 | |
| Capitalised lease incentives | 414 | 2.053 | 163 | 1.817 | |
| Capitalised leasing fees | 239 | 571 | -56 | 427 | |
| Deferred berrowing costs | 349 | 356 | 349 | 356. | |
| Net receivable on currency hedge contracts. | 1,12} | $\cdots$ | 1.121 | $\cdots$ | |
| Total current assets - other | 3.751 | 4.800 | 2.742 | 3,811 |
DB RREEF INDUSTRIAL TRUST STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2005
note 10 (a), current assets - investment properties
| Property | Ownership (%) |
Acquisition date | Cost including all additions \$000 |
|
|---|---|---|---|---|
| Held by parent entity | ||||
| 1-55 Rothschild Avenue, Rosebery NSW | 10O | -0ct 2001 | n/a | |
| Total parent entity | ||||
| Held by controlled entities | ||||
| 33 McDowell Street, Weishpool WA | 100. | -lui 1997 | n/a | |
| Total controlled entities | -- | |||
| Total investment properties -- current | ||||
note 10 (b), non-current assets - investment properties
| Property | Ownership (% ) |
Acquisition date | Cost including all additions \$'000 |
|
|---|---|---|---|---|
| Held by parent entity | ||||
| 79-99 St Hilliers Road, Auburn NSW | 100 | Sep 1997 | 33,952 | |
| 1 Garigal Road, Belrose NSW | -100 | Dec 1998 | 23.406 | |
| 2 Minna Close, Belrose NSW | -100 | Dec 1998 | 33,484 | |
| 114-120 Old Pittwater Road, Brookvale NSW | -100 | Sep 1997 | 32.749 | |
| 145-151 Arthur Street, Flemington NSW | -100 | Sep 1997 | 22.952 | |
| 436-484 Victoria Road, Gladesville NSW | 300 | Sep 1997 | 27.612 | |
| 706 Mowbray Road, Lane Cove NSW | -100 | Sep 1997 | 21.798 | |
| 1-15 Rosebery Avenue, and 1-55 Rothschild Avenue, Rosebery NSW | -100 | Apr 1998 and Oct 2001 | 69.449 | |
| 10-16 South Street, Rydalmere NSW | -100 | Sep 1997 | 35.370 | |
| 19 Chiftey Street, Smithfield NSW | -100 | Dec 1998 | 11.426 | |
| 3 Brookhollow Avenue, Baulkhara Hills NSW | -100 | Dec 2002 | 41.753 | |
| 1 Foundation Place, Greystanes NSW | -100 | Dec 2002 | 39.124 | |
| 352 Macaulay Road, Kensington VIC | -100 | Oct 1998 | 7.597 | |
| 250 Forest Road, South Lara VIC | -100 | Dec 2002 | 33.757 | |
| Boundary Road, Laverton North VIC | -100 | Jul 2002 | 36,410 | |
| Pound Road West, Dandenong VIC | -100 | Jan 2004 | 52.713 | |
| 15-23 Whicker Road, Gillman SA | -100 | Dec 2002 | 19.783 | |
| 25 Donkin Street, South Brisbane QLD | -100 | Dec 1998 | 18.552 | |
| Total parent entity | 561.887 |
| Consolidated book value 30 June 2004 \$000 |
Consolidated book value 30 June 2005 \$'000 |
Independent valuer | Independent valuation amount \$'000 |
Independent valuation date |
|---|---|---|---|---|
| 18.787 | $\cdots$ | n/a | in/a | |
| 18,787 | - | |||
| 4.268 | $\cdots$ | n/a | n/a | |
| 4,268 | mm. | |||
| 23,055 | - | |||
| Consolidated book value 30 June 2004 |
Consolidated book value 30 June 2005 |
Independent valuer |
Independent valuation amount |
Independent valuation date |
|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | ||
| 37,013 | 41,000 | $\langle d \rangle$ | 41,000 | 3un 2005 |
| 24,688 | 27,400 | (a) | 27.400 | Dec 2004 |
| 28,824 | 33,077 | (a) | 32,400 | Dec 2004 |
| 42,000 | 42,587 | (a) | 42,000 | Sep 2003 |
| 25,918 | 31,000 | $\left(\ddot{\xi}\right)$ | 31,000 | 3un 2005 |
| 41,046 | 43,182 | $\langle d \rangle$ | 43,000 | Dec 2004 |
| 25,600 | 25,788 | $\left(\begin{smallmatrix} \mathcal{E} \ \mathcal{E} \end{smallmatrix}\right)$ | 25,300 | Sep 2003 |
| 80,806 | 81,157 | (a) | 78,700 | Jun 2003 |
| 42,000 | 42,588 | $\left(\vec{\xi}\right)$ | 42.000 | 3un 2004 |
| 13,475 | 13,498 | $\left( c\right)$ | 13,400 | Jun 2003 |
| 40,884 | 41,753 | (e) | 36,600 | Dec 2003 |
| 35,597 | 41,905 | (a) | 41.700 | Dec 2004 |
| 7,300 | 7,300 | (e) | 7,300 | Jun 2003 |
| 33,757 | 34,600 | (e) | 34,600 | 3un 2005 |
| 23,700 | 41,986 | $\left( c\right)$ | 23,700 | 3um 2004 |
| 40,174 | 56,250 | $\left( c\right)$ | 56,250 | 3un 2005 |
| 19,783 | 21,300 | (e) | 21,300 | Jun 2005 |
| 17,642 | 20,700 | (e) | 20.700 | 3an 2005 |
| 580,207 | 647.071 | 618,350 |
note 10 (b), non-current assets - investment properties (continued)
| Property | Ownership (% ) |
Acquisition date | Cost including all additions \$7000 |
|
|---|---|---|---|---|
| Held by controlled entities | ||||
| 52 Holbeche Road, Amdell Park NSW | -100 | Jul 1998 | 11,296 | |
| 3-7 Bessemer Street, Blacktown NSW | 100 | Jun 1997 | 11.016 | |
| 30-32 Bessemer Street, Blacktown NSW | 100 | May 1997 | 11,888 | |
| 27-29 Liberty Road, Hundingwood NSW | -100 | Jul 1998 | 7.962 | |
| 154 O'Riordan Street, Mascot NSW | -100 | 3up 1997 | 10.761 | |
| Egerton Industrial Estate, Silverwater NSW | 100 | May 1997 | 37.271 | |
| 239-251 Woodpark Road, Smithfield NSW | -100 | May 1997 | 5,058 | |
| 40 Biloela Street, Villawood NSW | -100 | Jul 1997 | 7.056 | |
| 2a Birmingham Avenue, Villawood NSW | 100 | 3in 1997 | 7.753 | |
| 27-33 Frank Street, Wetherill Park NSW | -100 | Jul 1998 | 15.109 | |
| 11 Talavera Road, North Ryde NSW | -100 | 3in 2002 | 131.263 | |
| 114-116 Fairbank Road, Clayton VIC | 100 | Jul 1997 | 10,751 | |
| 30 Bellrick Street, Acacia Ridge QLD | -100 | Jan 1997 | 12,839 | |
| 121 Evans Road, Salisbury QLD | 100 | Jul 1997 | 16.588 | |
| 68 Haster Road, Herdsman WA | 100 | Jul 1998 | 9.690 | |
| Total controlled entities | 306,301 | |||
| Total investment properties -- non-current | 868,188 | |||
| Property investments accounted for using the equity method | ||||
| Investment in DB RREEF Industrial Properties, Inc. | 50 | Sep 2004 | 138,033 | |
| Total property investments accounted for using the equity method | 138,033 | |||
| Total investment - non-current | 1,006,221 | |||
| Total investment - current and non-current | 1,006,221 |
The title to all properties is freehold and they are all industrial properties.
valuer (a) Colliers International (b) LandMark White (c) CB Richard Ellis (d) Jones Lang LaSalle (e) Knight Frank (f) FPD Savills
valuations of investment properties
The basis of valuation of investment properties is fair value, being the amounts for which the assets could be exchanged between. knowledgeable willing parties in an arm's length transaction, based on current prices in an active market for similar properties in the same focation and condition and subject to similar leases. Properties independently valued in the last 12 months were based. on independent assessments by a member of the Australian Property. Institute or the Appraisal Institute in the United States of America. Properties not independently valued during the last 12 months. are carried at Directors' valuation at 30 June 2005, being the independent valuation plus capital expenditure incurred since the date of valuation, and taking info consideration market movements.
| Consolidated book value 30 June 2004 \$'000 |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Consolidated book value 30 June 2005 \$'000 |
Independent valuer | Independent valuation amount \$'000 |
Independent valuation date |
|---|---|---|---|---|
| 11,100 | 11,104 | (a) | 11,100 | Sep 2003 |
| 10,102 | 10,202 | (b) | 10,100 | Sep 2003 |
| 14,500 | 14,540 | (b) | 14,500 | Sep 2003 |
| 7,300 | 7,300 | (a) | 7,300 | Sep 2003 |
| 13,650 | 13,694 | (a) | 13,650 | 3um 2004 |
| 39,477 | 39,524 | (e) | 39,375 | Sep 2003 |
| 5,756 | 5,756 | (b) | 5,750 | Sep 2003 |
| 7,019 | 7,019 | (d) | 7.000 | Sep 2003 |
| 8,600 | 8,792 | $\langle d \rangle$ | 8,600 | Sep 2003 |
| 12,664 | 12,685 | (b) | 12,650 | Dec 2003 |
| 130,243 | 134,006 | (a) | 130,000 | 3un 2003 |
| 10,807 | 10,913 | (a) | 10,800 | Sep 2003 |
| 11,900 | 11,920 | (d) | -11,900 | Sep 2003 |
| 14,655 | 18,450 | (e) | 18,450 | Dec 2004 |
| 8,000 | 8,379 | (e) | 8,000 | 3un 2004 |
| 305,773 | 314,284 | 309,175 | ||
| 885,980 | 961.355 | 927,525 | ||
| 192,297 | n/a | n/a | n/a | |
| 192,297 | $\overline{\phantom{a}}$ | |||
| 885,980 | 1,153,652 | 927,525 | ||
| 909,035 | 1,153,652 | 927,525 |
note 10 (c), current and non-current assets - investment properties
acquisitions
DB RREEF Industrial Properties, Inc.
On 30 September 2004, the Trust, in conjunction with DDF, eachacquired a 50 per cent interest in the US REIT. The US REIT owns an 80 per cent interest in a joint venture with CalWest that owns 93. industrial properties in the United States of America. The consideration paid for the assets was \$138 million (net of liabilities assumed).
disposals
McDowell Street, Weishpool WA
On 3 November 2004, the Trust sold 33 McDowell Street, Welshpool for \$4.2 million.
Rothschild Avenue, Rosebery NSW
In February 2005, the Trust sold part of Rothschild Avenue, Rosebery for \$22 million.
reconciliation
developments
Boundary Road, Laverton North VIC
In December 2004, construction of the first building for Visy Industrial Packaging and Stage 1 infrastructure works reached practical completion.
Brookhollow Avenue, Baulkham Hills NSW
The approved Masterplan for the estate provides for approximately 25,000 square metres of office and warehouse accommodation.
Pound Road West, Dandenong VIC
In December 2004, construction of the building for Aluminium. Specialties Group was completed and in February 2005, construction of the building for Westgate Logistics was completed.
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | |
| Carrying amount at 1 July 2004 | 909.035 | 821.147 | 598.994 | 506,098 | |
| Additions | 184.122 | 75.007 | 41.252 | 73.143 | |
| Disposals | (25.221) | (14.624) | (20, 832) | ||
| Revaluation increments on investment properties | 22 | 31.452 | 27.505 | 27.657 | 19.753 |
| Revaluation increments on investments accounted. | |||||
| for using the equity method. | 22 | 45.982 | $\mathbf{r}$ | ||
| Foreign exchange difference on foreign currency translation | (10.081) | ||||
| Movement in profits receivable in investment properties. | |||||
| accounted for using the equity method. | 18.363 | ||||
| Carrying amount as at 30 June 2005 | 1.153,652 | 909.035 | 647.071 | 598.994 |
note 11, non-current assets - interest bearing loans receivable from related parties
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated | Parent Entity | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$000 | \$000 | \$'000 | \$'000 | |
| Loan to DB RREEF Finance Pty Limited | 1.234 | $\cdots$ | 1.234 | |
| Total non-current assets – interest bearing loans receivable from related parties | 1,234 | T/T | 1.234 |
note 12, non-current assets - investments in controlled entities
| Parent Entity | ||
|---|---|---|
| 2005 | 2004 | |
| \$'000 | \$000 | |
| Units in controlled entities | ||
| At Directors' valuation | ||
| -Paladin Industrial Trust | 158.630 | 158.630 |
| Foundation Macquarie Park Trust | 110.654 | 111.235 |
| Total non-current assets - investments in controlled entities | 269.284 | 269.865 |
| reconciliation |
| Parent Entity | |||
|---|---|---|---|
| 2005 | 2004 | ||
| Note(s) | \$'000 | \$'000 | |
| Parent | |||
| Carrying amount at 1 3uly 2004. | 269.865 | 269.864 | |
| Revaluation (decrement)/increment | 22 | (581) | |
| Carrying amount as at 30 June 2005 | 269,284 | 269,865 |
All controlled entities are wholly owned sub-trusts of the Trust. Both the parent entity and the controlled entities were formed in Australia.
note 13, non-current assets - investments accounted for using the equity method
Investments are accounted for in the consolidated financial statements using the equity method of accounting (refer note 1).
These investments are carried by the parent entity at Directors' valuation, being net tangible asset of the underlying entity and taking into consideration market movements.
Information relating to these entities is set out below.
| Name of trust | Principal activity | Ownership interest |
Consolidated carrying amount |
||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| ℅ | % | \$'000 | \$'000 | ||
| DB RREEF Industrial Properties, Inc. | Asset and property management | 50 | 192,297 | ||
| Total | 192,297 | ||||
| Consolidated | |||||
| 2005 | 2004 | ||||
| \$'000 | \$'000 | ||||
| Movements in carrying amounts of investments accounted for using the equity method | |||||
| Carrying amount as at 1 July 2004 | |||||
| interest acquired during the year | 138,033 | ||||
| Share of net profits after tax | 20,078 | ||||
| Foreign exchange difference on foreign currency translation | (10,081) | ||||
| Dividends received | (1,725) | ||||
| Share of increment on revaluation of investment property | 45,982 | ||||
| Carrying amount as at 30 June 2005 | 192,297 | ||||
| Results attributable to associates | |||||
| Operating profits before tax | 21,114 | ||||
| Tax expense | (1,036) | ||||
| Operating profits after tax | 20,078 | ||||
| Less: Dividends received | 1,715 | ||||
| Movement in undistributed income for the year | 18,363 | ||||
| Undistributed income attributable to associates as at 1 July 2004 | |||||
| Undistributed income attributable to associates as at 30 June 2005. | 18,363 | ||||
| Reserves attributable to associates | |||||
| Asset revaluation reserve | |||||
| Opening balance as at 1 July 2004 | |||||
| Share of increment on revaluation of investment properties | 45,982 | ||||
| Closing balance as at 30 June 2005 | 45,982 | ||||
| Summary of the performance and financial position of investments accounted for using the equity method | |||||
| The aggregate profits, assets and liabilities of investments accounted for using the equity method are: | |||||
| Profits from ordinary activities after fax expense. | 20,078 | ||||
| Asseis | 630.048 | ||||
| Liabilities | 417,340 | ||||
| Share of associates' expenditure commitments | |||||
| Capital commitments | 1,171 |
note 14, non-current assets - Ioan with related parties
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated | Parent Entity | ||
|---|---|---|---|---|
| 2005 | 2004 \$'000 |
2005 \$'000 |
2004 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | \$'000 | \$000 | ||
| - Non-interest bearing toan- | 138.948 | $\cdots$ | 138.948 | |
| Total non-current assets - loan with related parties | 138,948 | $n \times n$ | 138,948 | BM |
note 15, non-current assets - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$000 | \$000 | \$'000 | \$000 | ||
| Capitalised lease incentives | 2.694 | 7.466 | 1.749. | 6.493 | |
| Capitalised leasing fees | 749 | 1.673 | 151 | 2.248 | |
| Tenant and other bonds. | 1.076 | 1.082 | -941 | 953 | |
| Deferred borrowing costs | 484 | $\cdots$ | 484 | ||
| Net receivable on currency hedge contracts. | 3.032 | $\cdots$ | 3.032 | ||
| Total non-current assets -- other | 7.551 | 10.705 | 5.873 | 9.178 |
note 16. current liabilities - payables
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$000 | \$'000 | ||
| Trade creditors | 3.531 | 1.996 | 2.678 | 1.454 | |
| Accruais | 1.514 | 803 | 1.297 | 585 | |
| Prepaid income | 2.737 | 3.222 | 2.192 | 1.817 | |
| Responsible Entity fee pavable | 545 | 387 | 545 | 261 | |
| GST payable | 819 | 210 | 495 | ||
| Accrued interest | 1.313 | 1.051 | 1.313 | 1.051 | |
| Deferred settlement of property acquisition | $100 - 100$ | 3.335 | 3,335 | ||
| Total current liabilities -- payables | 10.459 | 11.004 | 8.520 | 8.503 |
note 17, current and non-current liabilities - interest bearing liabilities
| Consolidated | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |||
| \$'000 | \$'000 | \$000 | \$'000 | |||
| Current - secured | ||||||
| Commercial paper | 118.338 | $\cdots$ | 118.338 | |||
| Commercial mortgage backed securities | 236,000 | $\cdots$ | 236,000 | |||
| Total secured | 354,338 | www. | 354.338 | |||
| Total current liabilities - interest bearing liabilities | 354,338 | ww. | 354.338 | |||
| Non-current - secured | ||||||
| Commercial paper | 103.474 | 103.474 | ||||
| Commercial mortgage backed securities | 236,000 | 236.000 | ||||
| Total secured | www. | 339,474 | $\mathbf{a}$ | 339,474 |
DB RREEF INDUSTRIAL TRUST STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2005.
note 17, current and non-current fiabilities - interest bearing liabilities (continued)
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| Unsecured | |||||
| intercompany ioan* | 132.199 | $\cdots$ | 132.199 | ||
| Total unsecured | 132,199 | mm. | 132.199 | mon. | |
| Total non-current liabilities - interest bearing liabilities | 132,199 | 339.474 | 132.199 | 339,474 |
1 The intercompany ioan represents a loan from DB RREEF Finance Pty Limited. At balance date, the Stapled Entity has unutilised facilities of \$327 million which are available to the Yrust, DDF, DOT and DRO.
The Trust has liabilities resulting from the issuance of asset backed commercial paper ("CP") and commercial mortgage backed securities ("CMBS"). The CMBS has a maturity date of December 2005.
In respect of current liabilities, management is in the process of negotiating new unsecured bank loans to replace CP and CMBS via DB RREEF Finance Pty Limited intercompany lending arrangements. This will be finalised prior to December 2005.
financing arrangements
The Trust has access to the following lines of credit:
| Consolidated | Parent Entity | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |||
| \$7000 | \$000 | \$'000 | \$'000 | |||
| Borrowing facilities | ||||||
| Commercial paper | 124.900 | 124.900 | 124.900 | 124.900 | ||
| Commercial mortgage backed securities | 236.000 | 236.000 | 236,000 | 236.000 | ||
| 360.900 | 360.900 | 360.900 | 360.900 | |||
| Used at balance date | 354.338 | 339.474 | 354,338 | 339,474 | ||
| Unused at balance date | 6.562 | 21,426 | 6.562 | 21.426 |
note 18, current liabilities - provisions
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| 27.058 | 26.158 | 27.058 | 26.158 | ||
| 66.362 | 53.419 | 66.362 | 53.419 | ||
| (53.805) | (52.519) | (53.805) | (52.519) | ||
| 39.615 | 27.058 | 39.615 | 27.058 | ||
| 39.615 | 27.058 | 39.615 | 27.058 | ||
provision for distribution
Provision is made for distributions to be paid for the period ending 30 June 2005 payable on 29 August 2005.
note 19, current fiabilities - other
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | \$'000 | \$000 | \$7000 | \$'000 |
| Deferred gain on currency hedge contracts. | 1.121 | $\cdots$ | } 121 | $\sim$ |
| Total current liabilities -- other | 1,121 | TOM: | 1.121 | |
note 20, non-current fiabilities - other
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$'000 |
2005 \$'000 |
2004 \$'000 |
||
| -Tenant bonds- | 1.076 | 1.076 | 941 | 947 | |
| Deferred gain on currency hedge contracts | 3,032 | $\cdots$ | 3.032 | $\cdots$ | |
| Total non-current liabilities -- other | 4,108 | 1.076 | 3.973 | 947 |
note 21, contributed equity
| 2005 | 2004 | |
|---|---|---|
| \$'000 | \$'000 | |
| (a) Value of units on issue | ||
| Opening balance as at 3 July 2004 | 502.793 | 501,620 |
| Placement of units | 10.770 | |
| Issue of units to staple | 331.559 | |
| Cost of distributions reinvested | (98) | (8) |
| Distributions reinvested | 29,634 | 1.181 |
| Capital distribution to staple | (205, 663) | |
| Closing balance as at 30 June 2005 | 668,995 | 502,793 |
| 2005 | 2004 | |
| Number of units | Number of units | |
| (b) Number of units on issue | ||
| Opening balance as at 3 July 2004 | 338,230,559 | 337.564.735 |
| Placement of units | 41,521.457 | |
| Issue of units to staple | 2,072,241,677 | |
| Distributions reinvested | 107,055,184 | 665.824 |
| Capital split to staple | 173,033.512 | |
| Closing balance as at 30 June 2005 | 2,732,082,389 | 338,230,559 |
terms and conditions
Each unit ranks equally with all other ordinary units for the purpose of distributions and on termination of the Trust. Ordinary units entitie the holder to one vote, either in person or by proxy, at a meeting of the Trust.
distribution reinvestment plan
Units were issued to existing unitholders under the old DRP plan in relation to distributions for the June 2004 distribution period.
On 26 September 2004, the Trust established a new distribution reinvestment plan ("DRP") under which holders of DRT stapled securities may elect to have all or part of their distribution entitlements satisfied by the issue of new ordinary units rather than by being paid in cash.
Units were issued under this new DRP for the December 2004 distribution and further units will be issued for the June 2005 distribution.
On 13 August 2004, 336,644 units were issued at a unit price of \$1,8026.
On 28 February 2005, 106,718,540 units were issued at a unit price of \$1.2791.
note 21, contributed equity (continued)
stapling unit change
On 30 September 2004, the Stapled Entity was formed by stapling together the Trust, DDF, DOT and DRO. Each trust subscribed for units in accordance with the stapling ratios described in the Explanatory Memorandum and Product Disclosure Statement dated 30 August 2004.
As part of the stapling process, the Trust, DDF and DOT each paid a special distribution by way of a capital return that was applied on behalf of each unitholder to subscribe for new issued units in each of the other trusts, including DRO. The number of units issued by each trust changed so that each trust had the same number of issued units. The number of stapled securities owned by an investor in DRT equals the same number of units in the Trust, DDF, DOT and DRO.
On 19 October 2004, 2,072,241,677 units were issued at a unit price of \$0.1600 (refer to the Explanatory Memorandum and Product Disclosure Statement dated 30 August 2004). This was the price at which the Trust's units were issued to unitholders of DDF and DOT as part of the stapling process described above. This was funded from the capital distribution that was paid by DDF and DOT.
On 4 November 2004, 41,521,457 units were issued at a unit price of \$0.2509. This issue of units was made in consideration of the acquisition of management rights from FAP, a subsidiary of Deutsche Australia Limited. The units were issued at \$1.3119 being the volume weighted average price over the ten business days immediately following initial quotation of DRT securities on the Australian Stock Exchange.
note 22, reserves and undistributed income
| (a) reserves | ||||
|---|---|---|---|---|
| Consolidated | Parent Entity | |||
| 2005 \$'000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
|
| Asset revaluation reserve | 98.502 | 50.261 | 102.954 | 47.519 |
| Foreign currency translation reserve | (649) | $\cdots$ | $\cdots$ | |
| Total reserves | 97.853 | 50.261 | 102.954 | 47,519 |
| Movements |
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 \$'000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
|
| Asset revaluation reserve | ||||
| Opening balance as at 1 3Bly 2004 | 50.261 | 30.508 | 47,519 | 27,766 |
| increment on revaluation of investment properties | 31.452 | 27.505 | 27.657 | 19.753 |
| Less: (Increment) recognised as a revenue | (3,795) | (7.752) | ||
| (Decrement)/Increment on revaluation of investments in controlled entities | (581) | |||
| Less: Decrement/(Increment) recognised as an expense/(revenue) | 581 | -(1) | ||
| Fair value adjustment for capitalised lease incentives | (11.098) | (10.517) | ||
| fricrement on revaluation of investments accounted for using the equity method | 45.982 | |||
| increment on revaluation of investments in associates | 54,165 | |||
| Total movement in asset revaluation reserve | 62.541 | 19.753 | 71.305 | 19.753 |
| Transfer to undistributed income. | (14,300) | (15, 870) | ||
| Closing balance as at 30 June 2005 | 98,502 | 50,261 | 102.954 | 47.519 |
| Consolidated | Parent Entity | |||
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Foreign currency translation reserve | ||||
| Opening balance as at 1 Buly 2004 | ||||
| Exchange difference arising from the translation of the | ||||
| financial statements of foreign operations. | (649) | |||
| Total movement in foreign currency translation reserve | (649) | |||
| Closing balance as at 30 June 2005 | (649) | |||
84 DB RREEF Industrial Trust Financial Statements 2005
note 22, reserves and undistributed income (continued)
(b) nature and purpose of reserves
Asset revaluation reserve
The asset revaluation reserve records increments and decrements on the revaluation of assets.
Foreign currency translation reserve
The foreign currency translation reserve records exchange differences arising from the translation of the financial statements of self-sustaining foreign operations.
(c) undistributed income
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| $$^{\circ}000$ | \$'000 | \$'000 | \$'000 | ||
| Undistributed income as at 1 3alv 2004. | 968 | 241 | 3.710 | 2.983 | |
| Net profit attributable to unitholders. | 56.195 | 54.146 | 46.782 | 54.146 | |
| Transfer from asset revaluation reserve | 14.300 | $\cdots$ | 15,870 | ||
| Distributions provided for or paid- | (66.362) | (53.419) | (66.362) | (53, 419) | |
| Undistributed income as at 30 June 2005 | 5,101 | 968 | $\overline{a}$ | 3.710 |
note 23. distribution paid and payable
| 2005 \$'000 |
Parent Entity 2004 \$000 |
|
|---|---|---|
| Timing of distributions | ||
| The distributions were paid/payable as follows: | ||
| 31 December (paid 28 February 2005) | 26.747 | 26.361 |
| 30 Brine (payable 29 August 2005) | 39.615 | 27.058 |
| Total distributions | 66,362 | 53,419 |
| 2005 cents per unit |
Parent Entity 2004 cents per unit |
|
| 31 December (paid 28 February 2005) | 1.02 | 7.80 |
| 30 Bune (payable 29 August 2005) | 1.45 | 8.00 |
| Total distributions | 2.47 | 15.80 |
The number of units has increased by 2,393,515,186 as a result of the Transaction and the February 2005 DRP. Had these not occurred and the number of units outstanding remained at 338,567,203, distribution per unit for 2005 would have been 19.60 cents per unit.
note 24, foreign currency and financial instruments
(a) credit risk
Credit risk is the risk that a tenant will fail to perform contractual obligations, including honouring the term of its lease agreement. either in whole or in part, under a contract.
Concentrations of credit risk are minimised primarily by:
- ensuring tenants, together with their respective credit limits, 奫 are approved; and
- 窗 ensuring that leases are undertaken with a large number of tenants.
As such, the Trust does not have a concentration of credit risk that arises from an exposure to a single tenant.
Furthermore, the Trust does not have a material exposure to a group of counterparties which are expected to be affected similarly by changes in economic or other conditions.
On-balance sheet financial instruments
The credit risk on financial assets of the Trust which have been recognised in the Statements of Financial Position is the carrying amount.
Off-balance sheet financial instruments
Credit risk from entering into interest rate swap agreements and foreign exchange contracts is the risk that interest rate swap and foreign exchange counterparties default on any amount due under the contract.
Credit risk on interest rate swap agreements and foreign exchange contracts are minimised as counterparties are recognised financial. intermediaries with acceptable credit ratings determined by recognised rating agencies.
Concentration of credit risk on interest rate swap agreements and foreign exchange contracts are minimised primarily by ensuring such agreements are undertaken with a reasonable spread of counterparties.
The credit risk on interest rate swap agreements and foreign exchange contracts are approximately equal to the net fair value or replacement value (refer note 24(b)).
(b) net fair value of financial assets and flabilities
Market risk is the risk that the value of the Trust's investment portfolio. will fluctuate as a result of changes in valuations. This risk is managed by ensuring that all activities are transacted in accordance with mandates, overall investment strategy and within approved limits. Market risk analysis is conducted regularly on a total portfolio basis.
On-balance sheet financial instruments
The net fair value of cash and non-interest bearing monetary financial assets and liabilities approximate their carrying value.
As at 30 June 2005, the net fair value of contracts representing the net unrealised gain from converting forward exchange contracts was \$2,834,176, calculated using market rates and, taking into account the time value of money. An amount of \$4,152,825 has been recognised in the Statements of Financial Position using year end spot rates.
Off-balance sheet financial instruments
As at 30 June 2005, the net fair value of financial (liabilities) arising from interest rate swap agreements was (\$5,460,297). (2004: (\$1,204,935)). These financial instruments are currently not required to be recognised under Australian Accounting Standards. in the Statements of Financial Position as at 30 June 2005.
These amounts represent the potential (liability)/asset of the Trust if existing swap agreements and forward exchange contracts as at 30 June 2005 were to be terminated.
(c) liquidity and cash flow risk
Liquidity risk is the risk that the Trust will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments. The risk management guidelines adopted are designed to minimise liquidity risk through:
- 麴 ensuring that there is no significant exposure to any individual creditor: and
- applying limits to ensure there is no concentration of liquidity risk. to a particular counterparty or market segment.
(d) interest rate risk exposures
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
The Trasf's exposure to interest rate risk is hedged with inferest rate swaps and the weighted average effective interest rate (for each class of financial asset and financial liability, and each maturity bracket including floating rate financial assets and liabilities) is set out in the table opposite:
| Consolidated - 30 June 2005 | Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|---|
| Floating | I year Over I and less | More than | Non-interest | Total | |||
| interest rate | or less | than 5 years | 5 years | bearing | |||
| Note(s) | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | |||||||
| Cash assets | 5.577 | 5.577 | |||||
| Receivables | 8 | $\ddotsc$ | 3.076 | 3.076 | |||
| Interest bearing loans receivable from | |||||||
| related parties | 11 | 1.234 | $\ddotsc$ | 1.234 | |||
| Loan with related parties | 14 | 138.948 | 138.948 | ||||
| Other | 15 | $\ddotsc$ | 1.076 | 1.076 | |||
| Total | 6,811 | w | www. | www. | 143,100 | 149,911 | |
| Weighted average interest rate | 4.52% | ||||||
| Financial liabilities | |||||||
| Payables | 16 | 7.722 | 7.722 | ||||
| Provision for distribution | 18 | 39.615 | 39.615 | ||||
| Other | 20 | 1.076 | 1.076 | ||||
| Interest bearing liabilities | 17 | 386.537 | 100,000 | $\cdots$ | $\ddotsc$ | 486.537 | |
| Interest rate swaps ® | (665.000) | (45.000) | 459.686 | 250.314 | |||
| Total | (278.463) | 55,000 | 459.686 | 250.314 | 48,413 | 534,950 | |
| Weighted average interest rate (including swaps) | 5.92% | ||||||
| Net financial assets/(liabilities) | 285,274 | (55.000) | (459, 686) | (250, 314) | 94.687 | (385,039) |
- The above interest rate swaps include \$250 million of swaps that are forward starting. These swaps will replace existing swaps as they roll out to maintain the hedging profile approved by management.
| Consolidated - 30 June 2004 | Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|---|
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Note(s) | Floating interest rate \$'000 |
l year or less \$'000 |
Over 1 and less than 5 years \$000 |
More than 5 years \$'000 |
Non-interest bearing \$'000 |
Total \$'000 |
| Financial assets | ,,,,,,,,,,,,,,,, | ||||||
| Cash assets | 5.157 | 5.157 | |||||
| Receivables | 8 | 2.937 | 2.937 | ||||
| Other | 15 | ٠. | 1.082 | 1.082 | |||
| Total | 5,157 | ww | $\mathbf{w}$ | www. | 4,019 | 9,176 | |
| Weighted average interest rate | 4.62% | ||||||
| Financial liabilities | |||||||
| Payables | 16 | 7.782 | 7.782 | ||||
| Provision for distribution | 18 | $\cdots$ | 27.058 | 27.058 | |||
| Other | 20 | $\cdots$ | 1.076 | 1,076 | |||
| Interest bearing liabilities | 17 | 239.474 | 100.000 | 339,474 | |||
| Interest rate swaps | (155,000) | 155.000 | |||||
| Total | 84.474 | ww | 255,000 | www. | 35,916 | 375,390 | |
| Weighted average interest rate (including swaps) | 6.25% | ||||||
| Net financial liabilities | (79,317) | ww. | (255,000) | TITLE | (31,897) | (366, 214) |
note 24. foreign currency and financial instruments (continued)
(e) foreign exchange rate risk exposures.
When hedging its exposures, the Trust adopts a strategy using both physical and derivative financial instruments. With regard to derivative financial instruments, the Trust uses forward exchange contracts for hedging purposes.
| Weighted average exchange rate - 30 June 2005 | Contracts to sell US\$ at an agreed exchange rate: | ||
|---|---|---|---|
| l vear or less |
Over 1 and less than 2 years |
More than 2 years \$'000 |
|
| To pay US\$ million | 14 | ||
| To receive AS million | 16 | 20 | |
| Weighted average exchange rate | -0.7079. | ା ବେଥବା | 0.6878. |
note 25. contingent liabilities
The Directors of the Responsible Entity are not aware of any matters in relation to the Trust, other than those disclosed in the financial statements, which should be brought to the attention of unitholders as at the date of completion of this report.
Details and estimates of maximum amounts of contingent liabilities are as follows:
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 \$000 |
2004 \$'000 |
2005 \$'000 |
2004 \$'000 |
|
| Bank guarantees by the parent entity in respect of: | ||||
| Coles Myer Limited development at Boundary Road, Laverton North VIC. | 5.000 | $\cdots$ | 5.000 | |
| Total contingent liabilities | 5.000 | 5.000 | TOP- |
The Trust is also a joint guarantor of a A\$600 million and US\$210 million syndicated bank debt facility and US\$200 million of privately placed notes, which have all been negotiated to finance the Stapled Entity. The Trust's guarantee has been given in support of debt outstanding and drawn against these facilities.
The guarantee is issued in respect of the Stapled Entity and does not constitute an additional liability to the Stapled Entity to those already disclosed in its Statements of Financial Position.
note 26, commitments for expenditure
capital commitments
The following amounts represent capital expenditure on investment properties contracted at the reporting date but not recognised as liabilities payable.
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$'000 | \$'000 | \$000 | \$'000 | ||
| Capital expenditure commitments in relation to development works: | |||||
| Not longer than one year | |||||
| Boundary Road, Laverton North VIC | 35,266 | 14.770 | 35.266 | 14.770 | |
| Pound Road West, Dandenong VIC | 11.906 | 11.906 | |||
| 11 Talavera Road, North Ryde NSW | 4.230 | ||||
| 1 Foundation Place, Greystanes NSW | 1.718 | 1.718 | |||
| 1-15 Resebery Avenue, Rosebery NSW | 114 | $\cdots$ | 114 | ||
| 436-484 Victoria Road, Gladesville NSW | $\cdots$ | 806 | 806 | ||
| 35,380 | 33,430 | 35.380 | 29,200 | ||
| Later than one year but not later than five years | |||||
| Boundary Road, Laverton North VIC | 50,749 | $\ldots$ | 50.749 | ||
| 50.749 | $\sim$ | 50.749 | |||
| Total capital commitments | 86.129 | 33.430 | 86.129 | 29.200 | |
note 27, related parties
responsible entity
On 29 September 2004, DB RREEF Funds Management replaced Deutsche Asset Management (Australia) Limited, a wholly ownedsubsidiary of Deutsche Bank AG (ABN 13 064 165 162) as the Responsible Entity.
responsible entity fees
Under the terms of the Trust Constitution, the Responsible Entity is entitled to receive fees in relation to the management of the Trust-(refer note 2).
In addition, the Responsible Entity is entitled to property. management fees and to be reimbursed for expenses incurred. on behalf of the Trust.
related party transactions.
All related party transactions are conducted on normal commercial terms and conditions unless otherwise stated.
unitholdings
Deutsche Bank AG and its related parties, schemes and portfolios managed by Deutsche Bank AG and its related parties held 453,322,396 units (2004: 55,921,404) in the Trust.
note 27. related parties (continued)
Deutsche Bank AG
Deutsche Bank AG up to 29 September 2004 was the ultimate parent company of the Responsible Entity, Deutsche Asset Management. (Australia) Limited. Deutsche Bank continued to be a related party after 29 September 2004 as it continues to own 50 per cent of the Manager and new Responsible Entity, DB RREEF Funds Management. Dealings with the bank include, not only transactions in its capacity as part owner of the new Responsible Entity, but also in the provision of financial services. There were a number of transactions and balances between the Trust and the Responsible Entity and related entities as detailed below:
| Consolidated | |||||
|---|---|---|---|---|---|
| Note(s) | 2005 \$'000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
|
| Transactions with Deutsche Asset Management (Australia) Limited in its capacity as Responsible Entity of the Trust |
|||||
| Responsible Entity fees paid and payable | 2. | 1.235 | 4.997 | 1.235 | 3,420 |
| Property management fees paid and payable | 728 | 2.464 | 644 | 1,969 | |
| Administration expenses incurred by the Responsible Entity which are reimbursed in accordance with the Trust's Constitution |
203 | 737 | 111 | 558 | |
| Aggregate amounts payable to the Responsible Entity at reporting date | 1.123 | 895 | |||
| Transactions with Deutsche Bank, AG in its capacity as a financier | |||||
| interest paid and payable on swaps for whom the counterparty was Deutsche Bank, AG |
1.002 | 1.002 | |||
| interest and financing fees paid and payable on borrowings to Deutsche Bank, AG |
136 | 1.861 | 136 | 1,861 | |
| Borrowings from Deutsche Bank, AG | 14.000 | 14,000 | |||
| Loan repayment to Deutsche Bank, AG | 14,000 | $\cdots$ | 14.000 | ||
| Interest and financing fees payable to Deutsche Bank, AG | 56 | 39 | 56 | -39 | |
| Other transactions with Deutsche Bank, AG | |||||
| Underwriting fees paid and payable to Deutsche Bank, AG | 96 | 96 | |||
| Financial adviser's fee paid and payable to | |||||
| Deutsche Bank, AG in relation to the Transaction. | 2.692 | 2,692 |
DB RREEF Funds Management Limited
On 29 September 2004 DB RREEF Funds Management replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust. There were a number of transactions and balances between the Trust and Responsible Entity and related entities as detailed below:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| Note(s) | 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$7000 | \$'000 | \$000 | ||
| Responsible Entity fees paid and payable | 4.256 | $\cdots$ | 4.256 | $\cdots$ | |
| Property management fees paid and payable. | 3.664 | $\cdots$ | - 202 | ||
| Administration expenses incurred by the Responsible Entity | |||||
| which are reimbursed in accordance with the Trust's Constitution. | 384 | $\cdots$ | 322 | ||
| Aggregate amounts payable to the Responsible Entity at reporting date | 678 | $\cdots$ | 647 |
trusts within the stapled entity
Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 \$'000 |
2004 \$'000 |
2005 \$'000 |
2004 \$000 |
||
| Costs associated with the Transaction | |||||
| Trusts within the Stapled Entity | 3.062 | $-$ | 3.062 | --- | |
| Interest expense | |||||
| Trusts within the Stapled Entity | 4.899 | $\cdots$ | 4.899 | $\cdots$ |
Aggregate amounts brought to account in relation to other transactions with each class of other related parties:
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$7000 | \$'000 | \$'000 | \$000 | ||
| Non-interest bearing foans advanced to | |||||
| Trusts within the Stapled Entity | 138.948 | $\cdots$ | 138.948 | ||
| Interest bearing leans advanced to | |||||
| Trusts within the Stapled Entity | 177.545 | $\cdots$ | 177.545 | ||
| Interest bearing leans repayment from | |||||
| Trusts within the Stapled Entity | 46.580 | $\cdots$ | 46.580 |
directors of the responsible entity
On 29 September 2004, DB RREEF Funds Management replaced Deutsche Asset Management (Australia) Limited as Responsible Entity of the Trust. The following persons were Directors of Deufsche Asset Management (Australia) Limited up to 29 September 2004:
C T Beare BSc, BE (Hors), MBA, PhD, FAICD!
S F Ewen F.U.LE(2)
S.A. Mays BSc (Hons), MSc, MBA
W.B. Robinson ABIA, AASA623
B E Scollin BEc2
D C Shields BE (Hons), MBA
From 29 September 2004 and up to the date of this report, the following persons were Directors of DB RREEF Funds Management, unless otherwise stated:
| Name Appointed |
Resigned | |
|---|---|---|
| Directors | ||
| Christopher T Beare BSc, BE (Hons), MBA, PhD, FAICD? | -4 August 2004 | Continuiag |
| Elizabeth A Alexander AM, 8Comm, FCA, FAICD, CPA 12 | 1 January 2005 | Continuing |
| Barry R Brownjehn BCorara us | 1 January 2005 | Continuing |
| Stewart F Ewen F.I.L.E 12 | 4 August 2004 | Continuing |
| Victor P Hoog Antink BComm, MBA, FCA, FAPI, MAICD | 1. October 2004. | Continuing |
| Charles B Leitner (II 8A | 10 March 2005 | Continuing |
| Shadh A Mays BSc (Hons), MSc, MBA | 13 May 2004 | 10 March 2005 |
| Brian E Scuttin BEc* | 1 January 2005 | Continuing |
| Daniel S Weaver BArch, MBA, AFIRE | 1 October 2004 | 17 December 2004 |
| Alternative Director | ||
| Shaun A Mays (alternate for Charles B Lettner (II) | 10 March 2005 | Continuing |
- Independent Director.
2 Audit Committee Member.
3 Compliance Committee Member.
No Directors held an interest in the Trust as at 30 June 2005 or at the date of this report.
note 27, related parties (continued)
directors' and executive remuneration
1. General remuneration framework
The objective of DRFM's remuneration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns employee reward with achievement. of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies. the following key criteria for good reward governance practices:
- competitiveness and reasonableness; 銐
- performance linkage/alignment; Ŷ.
- transparency; and 鐜
- financial and non-financial resource management. gg.
ta consultation with external remuneration consultants DRFM has structured a remuneration framework that is market competitive and complementary to its reward strategy. Alignment to investors' interests. is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- delivery of forecast returns; and
- 鐜 achievement of key non-financial value drivers.
Alignment of employees' inferests is achieved through the planrewarding capability and performance. For participants, the plan-
- provides a clear structure for earning reward; Ø
- delivers competitive reward for contribution to the creation Ø of value; and
- provides recognition for contribution. gg.
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a mix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains seniority within DRFM, the balance of this mix shifts to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implemenfation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predetermined performance targets, a short-terra incentive poot, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees. during the annual review. Cash incentives are payable in September each year. Performance targets are utilised to ensure that variable reward is only available when value has been created for investors, and when performance is consistent with forecasts. The incentivepool may be feveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based on group, individual business and personal objectives. Performance indicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures. linked to drivers of performance in future reporting periods. Short-termincentive payments may be adjusted up or down in tine with under or over achievement against target performance levels, at the discretionof the Board Nomination and Remuneration Committee.
Termination provisions for the Chief Executive Officer ("CEO"). are set out in the CEO's contract of employment. In the event of early termination, DRFM may be required to give 12 months notice. and may elect to payout all or part of this notice period.
There are no fermination provisions extended to any other DRFM executive.
2. Non-Executive Directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration consultants to ensure Non-Executive Directors' fees and payments are appropriate and inline with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. Details of remuneration of Directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the period ending 30 June 2005. are set out in the following tables.
Period ending 30 June 2005
| Note(s) | Salary and fees |
Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| \$ | \$ | S | \$ | S | ||
| Non-Executive Directors | ||||||
| Christopher T Beare | 193.125 | 193.125 | ||||
| Elizabeth A Alexander | 65,000 | 65,000 | ||||
| Barry R Brownjehn | 60.000 | 60.000 | ||||
| Stewart F Ewen | 95,625 | 95.625 | ||||
| Brian E Scuttin | 68.750 | 68.750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | 3 | 682.139 | 68.800 | 750.939 | ||
| Charles B Leitner III | 2 | 12,300 | 12.300 | |||
| Shaon A Mays (alternate to Charles B Leitner III) | 2 | 16.000 | 16.000 | |||
| Daniel S Weaver | 2 | $\cdots$ |
Note 1: Non-Executive Directors' remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is each Director's total remuneration from 1 October 2004, or the date of appointment if tater than 1 October 2004, to 30 June 2005.
Note 2: These Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's lotal remuneration based on their time spent on DB RREEF Funds Management Limited's activities during the period ending. 30 June 2005.
Note 3: The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Officer's total remuneration for the nine months ending 30 June 2005. No short term incentive payment for the period 1 October 2004 to 30 June 2005 has been allocated. Consequently, no payment is included in the above.
There were no stapled securities or options issued during the period to any Director or employee as part of their remuneration. No Director or Executive received any retirement benefit during the period.
note 27, related parties (continued)
3.2 Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited
The remuneration received by the Directors of Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited was paid by Deutsche Bank. As the Directors of each of these Responsible Entities are common the following table details the combined amount of each element of remuneration, for the period 1 July 2004 to 29 September 2004 (being the date when each entity ceased to be the Responsible Entity of its respective trusts and DB RREEF Funds Management Limited became the Responsible Entity of DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust).
For the period 1 July 2004 to 29 September 2004
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| \$ | \$ | \$ | ||||
| Non-Executive Directors | ||||||
| Christopher T Beare | 12,500 | 12,500 | ||||
| Stewart F Ewen | 21.250 | 21.250 | ||||
| William 8 Robinson | 15,000 | 15,000 | ||||
| Brian E Scullin | 20.250 | 20,250 | ||||
| Executive Directors | ||||||
| Shaun A Mays | っ | 9,000 | 9.000 | |||
| David C Shields | 2 | 9,811 | 9.811 |
Note 1: Non-Executive Directors' remuneration was a cost of Deutsche Bank. The amount shown in this Remuneration Report is each Director's total remuneration for the period ending 29 September 2004.
Note 2: Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on Deutsche Asset Management (Australia) Limited and DB Real Estate Australia Limited activities relating to DB RREEF Diversified Trust, DB RREEF Industrial Trust and DB RREEF Office Trust during the period ending 29 September 2004.
4. Details of remuneration of Executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing 1 October 2004 and ending 30 June 2005
| Position | Salary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| S | S | |||||
| Tanya L Cox | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | 62.000 | 8.689 | 287.000 | |
| -Bea I Lehmann | Head of Portfolio Services | 216.311 | 75.000 | 8.689 | 300,000 | |
| tan D Robins | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456.250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. Other disclosures
There were no loans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
note 28, events occurring after reporting date
On 7 July 2005, amendments were made to the Trust's Constitution that enable the Trust to satisfy the AIFRS criteria for unitholders funds to be classified as equity. The Board of the Responsible Entity was of the the view that such amendments were not materially adverse to unitholders nor did they change the nature of the scheme.
On 27 July 2005, the Responsible Entity lodged an appeal with the Supreme Court of New South Wales in relation to the interest payable on the settlement sum in respect of the sale of part of 1-55 Rethschild Avenue, Rosebery.
Since the end of the year, other than the matters discussed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in their report or the financial statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's aftairs in future financial periods.
note 29. segment information
business segment
The Trust operates solely within the industrial property sector.
geographical segments.
‴∵
The Trust's investments are located in Australia and the United States of America.
| 2005 | Australia \$000 |
United States of America \$000 |
Consolidated \$'000 |
|---|---|---|---|
| Rental and other property income | 94.903 | 94.903 | |
| Proceeds on sale of investment procerties | 26.200 | 26,200 | |
| Share of net profits of associates accounted for using the equity method | 20.078 | 20.078 | |
| Other revenue | 311 | 311 | |
| Total segment revenue | 121,414 | 20,078 | 141,492 |
| Segment result | 36.117 | 20.078 | 56,195 |
| Segment assets | 1.121.492 | 192.297 | 1,313.789 |
| Segment liabilities | 409.641 | 132.199 | 541.840 |
| Acquisitions of property, plant and equipment, intangibles and other non-current segment assets |
46.089 | 138.033 | 184,122 |
| Net cash inflow/(outflow) from operating activities | 41,353 | 41,353 | |
| 2004 | Australia \$000 |
United States of America \$'000 |
Consolidated \$'000 |
| Rental and other property income | 87.717 | 87.717 | |
| Proceeds on sale of investment properties | 14.098 | 14.098 | |
| Other revenue | 401 | 401 | |
| Total segment revenue | 102.216 | 102.216 |
| Segment result | 54.146 | mer. | 54.146 |
|---|---|---|---|
| Segment assets | 932.634 | $\cdots$ | 932.634 |
| Segment kabilities | 378.612 | -- | 378.612 |
| Acquisitions of property, plant and equipment, | |||
| intangibles and other non-current segment assets | 75.007 | mm. | 75.007 |
| Net cash inflow/(outflow) from operating activities | 42.316 | $\sim$ | 42.316 |
note 30, reconciliation of net profit to net cash inflow from operating activities
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$.000 | \$'000 | \$'000 | |
| Net profit | 56.195 | 54,146 | 46,782 | 54.146 |
| Capitalised interest | (2.975) | (2.730) | (2.975) | (2.730) |
| Revaluation (increment)/decrement | (3.795) | (7.752) | 581 | $\langle 1 \rangle$ |
| (Gain)/loss on sale of investment properties | (979) | 526 | (1.168) | |
| Provision for doubtful debts | (168) | 202 | (20) | 82 |
| Change in operating assets and liabilities. | ||||
| Decrease/(increase) in receivables | 28 | 1.168 | (30.553) | (30.567) |
| Decrease/(increase) in other current assets. | 1.049 | (951) | 1.069 | (1.055) |
| (Increase)/decrease in other non-current assets | (8.062) | (202) | 9.808 | 230 |
| Increase/(decrease) in payables | 2.196 | (1,436) | 3.134 | 2,025 |
| Increase in other current liabilities | 1.121 | $\cdots$ | 1.121 | |
| (Decrease) in other non-current liabilities | (3,257) | (655) | (11.570) | (354) |
| Net cash inflow from operating activities | 41,353 | 42,316 | 16.209 | 21,776 |
components of cash-
Cash at the end of the year as shown in the Statements of Cash Flows is reconciled to the Statements of Financial Position as follows:
| 7YYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYYY | Consolidated | Parent Entity | ||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$'000 | \$000 | \$'000 | 6'000 | |
| ******** 5.577 Cash assets |
5.157 | 4.039 | 4.787 |
note 31, non-cash financing and investing activities
| 74444444444444444444444444444444444444 | Consolidated Parent Entity |
||||
|---|---|---|---|---|---|
| Note(s) | 2005 \$000 |
2004 \$000 |
2005 \$'000 |
2004 \$'000 |
|
| Placement of units | 10.770 | 10.770 | $\cdots$ | ||
| Distributions reinvested | 29.634 | 1.181 | 29.634 | 1.181 | |
| 40.404 | 1.181 | 40.404 | 1.181 |
note 32, earnings per unit
| Consolidated | ||
|---|---|---|
| 2005 | 2004 | |
| Basic and diluted earnings - cents per unit | 2.85 | 36.02 |
| Weighted average number of units outstanding used in the | ||
| calculation of basic and dilated earnings per anit | 1.970.295.165 |
The weighted average number of units has increased by 1,631,767,621 as a result of the Transaction and the February 2005 DRP. Had these not occurred, the weighted average number of units outstanding would have been 338,527,544.
| Consolidated 2005 \$'000 |
|
|---|---|
| Basic earnings per unit before the Transaction | |
| Net profit attributable to unitholders. | 56.195 |
| Add: Costs associated with the Transaction | 14.729 |
| 70.924 | |
| Number of units had the Transaction not occurred | 338,527.544 |
| Basic earnings per unit before the Transaction - cents per uniti- | -20.95 |
- Basic earnings per unit before the Transaction incorporates the financial impact of the acquisition of the US REIT.
directors' declaration
DB RREEF INDUSTRIAL TRUST DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2005
The Directors of DB RREEF Funds Management Limited (formerly Paladin Australia Limited) as Responsible Entity of DB RREEF Industrial Trust (formerly Deutsche Industrial Trust) ("the Trust") a listed property trust declare that the financial statements and notes set out on pages 63 to 97:
(i) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) give a true and fair view of the Trust's and consolidated entity's financial position as at 30 June 2005 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date.
In the Directors' opinion:
(a) the financial statements and notes are in accordance with the Corporations Act 2001;
- (b) there are reasonable grounds to believe that the Trust and its consolidated entities will be able to pay their debts as and when they become due and payable; and
- (c) the Trust has operated in accordance with the provisions of the Constitution dated 22 December 1999 (as amended) during the year ended 30 June 2005.
This declaration is made in accordance with a resolution of the Directors.
Chix Sem
Christopher T Beare Chair Sydney
25 August 2005
independent auditor's report
PRICEWATERHOUSE COPERS
independent audit report to the unitholders of DB RREEF Industrial Trust (formerly Deutsche Industrial Trust)
Matters relating to the electronic presentation of the audited financial report
This audit report relates to the financial report of DB RREEF Industrial Trust and the DB RREEF Industrial Trust Group (defined below) for the financial year ended 30 June 2005 included on DB RREEF Industrial Trust's web site. The directors of DB RREEF Funds Management Limited are responsible for the integrity of DB RREEF Industrial Trust's web site. We have not been engaged to report on the integrity of this web site. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.
Audit opinion
In our opinion, the financial report of DB RREEF Industrial Trust:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of DB RREEF Industrial Trust and the DB RREEF Industrial Trust Group (defined below) as at 30 June 2005, and of their performance for the year ended on that date, and
- is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.
This opinion must be read in conjunction with the rest of our audit report.
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both DB RREEF Industrial Trust (the Trust) and the DB RREEF Industrial Trust Group (the consolidated entity), for the year ended 30 June 2005. The consolidated entity comprises both the Trust and the entities it controlled during that year.
The directors of DB RREEF Funds Management Limited, the responsible entity, are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
(Jability is limited by the Accountant's Scherne under the Professional Standards Act 1994 (NSW)
PricewaterhouseCoopers ABN 52 780 433 757
Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
independent auditor's report (continued)
PRICEWATERHOUSE COPERS LO
Audit approach
We conducted an independent audit in order to express an opinion to the unitholders of the Trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Trust's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
renabloration of a
PricewaterhouseCoopers
DA Prothero Partner
Sydney 25 August 2005
financial statements

directors' report
The Directors of DB RREEF Funds Management Limited ("DRFM") as Responsible Entity of DB RREEF Operations Trust ("the Trust" or "DRO") and its consolidated entities present their Directors' Report ("Report") together with the consolidated financial report of the Trust for the period ended 30 June 2005.
1. directors and secretaries
DRO was established on 11 August 2004 and DRFM was appointed Responsible Enfity of the Trust on that date.
1.1 DB RREEF Funds Management Limited
The following persons were Directors or atternate Directors of DRFM at any time during the period to the date of this Report:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare | 4 August 2004 | Continuing |
| Elizabeth A Alexander AM | 3 January 2005 | Continuing |
| Barry R Brownjohn | 3 January 2005 | Continuing |
| Stewart F Ewen | 4 August 2004 | Continuing |
| Victor P Hoog Antink | 1 October 2004 | Continuing |
| Charles B Leitner III | 10 March 2005 | Continuing |
| Shaun A Mays | 13 May 2004 | 10 March 2005 |
| Brian E Scullin | 3 January 2005 | Continuing |
| Daniel S Weaver | 1 October 2004 | 17 December 2004 |
| Alternate Director | ||
| Shaun A Mays (alternate for Charles B Leitner III) | 10 March 2005 | Continuing |
Particulars of the qualifications, experience and special responsibilities of current Directors or alternate Directors of DRFM at the date of this Report are set out in the DRT Annual Report 2005 in the section titled "Directors".
Particulars of the qualifications, experience and special responsibilities of Daniel S Weaver, a Director of DRFM during the period 29 September 2004 to 30 June 2005 are as follows:
Daniel S Weaver BArch, MBA, AFIRE (Executive Director)
With over 18 years of real estate experience, primarily with firms specialising in retail property, Daniel joined RREEF's acquisition group in 1996. Daniel's responsibilities entail overseeing RREEF's retail property acquisitions, including expanding its target markets and serving as the retail specialist on RREEF's Investment Committee. Prior to his current role, Daniel was most recently a portfolio manager for one of RREEF's separate account pension fund clients. Prior to joining RREEF, Daniel was a vice president with Homart Development Co. Daniel is a member of the International Council of Shopping Centres (ICSC) and the Association of Foreign Investors in Real Estate (AFIRE). He holds an undergraduate degree in architecture and an MBA from Miami University.
1.2 company secretaries
The names and details of the Company Secretaries of DRFM as at 30 June 2005 are as follows:
Tanya L Cox MBA MAICD (Company Secretary)
Appointed: 1 October 2004
Tanya joined DB Real Estate in July 2003 as Chief Operating Officer, responsible for the efficient management of the overall real estate business in Australia. Tanya has held various general management positions over the past 15 years, including Director and Chief Operating Officer of NM Rothschild & Sons (Australia) Ltd and General Manager -- Finance, Operations and IT of Bank of New Zealand (Australia).
Tanya is Chief Operating Officer and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
lan Thompson BEc (Company Secretary)
Appointed: 12 July 2000 Resigned: 1 July 2005
lan has worked in a range of roles including: Research and Policy Officer, Senior Administration Officer and Assistant Company Secretary in the State Superannuation Board, Local Government Superannuation Board, Public Authorities Superannuation Board, State Superannuation Investment and Management Corporation and Axiom Funds Management Limited, prior to being appointed as Company Secretary to various Group companies of Deutsche Bank in 2000.
John C Easy BComm, LLB (Company Secretary)
Appointed: 3 July 2005
John joined Deutsche Asset Management as a senior lawyer in 1997 and is now the Head of Legal for DB RREEF. John has been involved in the listing of Deutsche Office Trust and major acquisition, disposal and leasing transactions for the group, along with responsibility for legal issues affecting the property portfolio. John was formerly a senior associate with major law firms Allens Arthur Robinson and Gilbert & Tobin. John is currently undertaking the Graduate Diploma in Applied Corporate Governance with Chartered Secretaries Australia.
John is Head of Legal and Company Secretary for DRFM and DB RREEF Holdings Pty Limited.
directors' report (continued)
- attendance of directors at board meetings and board committee meetings
2.1 DB RREEF Funds Management Limited
Set out below are the details of Director attendance at Board and Board committee meetings:
DB RREEF Funds Management Limited for the period to 30 June 2005
| Board | Board Audit Committee |
Board Nomination and Remuneration |
Board Risk and Compliance |
|||||
|---|---|---|---|---|---|---|---|---|
| Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held |
Meetings attended |
Meetings held : |
Meetings attended |
|
| Directors | ||||||||
| Christopher T Beare | 9 | 9 | 3 | |||||
| Elizabeth A Alexander AM | 8 | 5 | 5 | |||||
| Barry R Brownjohn | 8 | 6 | 5 | 3 | ||||
| Stewart F Ewen | Q | 9 | 5 | 5 | ||||
| Victor P Hoog Antink | 9 | 9 | ||||||
| Charles B Leitner III | 5 | 3 | ||||||
| Shaun A Maysr | 4 | 3 | ||||||
| Brian E Scullin | 8 | 8 | 3 | 2 | ||||
| Daniel S Weaver | 0 | |||||||
| Alternate Director | ||||||||
| Shaun A Mays (alternate for Charles B Leitner (III) |
5 | 4 | 3 |
1 Number of meetings held while a Director.
- Shaun A Mays resigned as a Director on 10 March 2005.
Since 30 June 2005 the DRFM Board has established the Board Treasury Policy Committee.
3. directors' and executive remuneration report
DRFM's Directors' and Executive Remuneration is set out in the section titled "Directors' and Remuneration Report" that follows this Report.
4. directors' interests
4.1 interest in securities
As at the date of this Report, the interests of each Director in the securities of DB RREEF Trust ("DRT") are:
| Personally | Indirectly | |
|---|---|---|
| Christopher T Beare | Ni | Nii |
| Elizabeth A Alexander AM | Ni | Ni |
| Barry R Brownjohn | Ni | Nii |
| Stewart F Ewen | Nil | Nii |
| Victor P Hoog Antink | Νì | Ni |
| Charles B Leitner III | Ni | NB |
| Shaun A Mays (alternate to Charles B Leitner (II) | Ni | Nil |
| Brian E Scullin | Νiξ | ΝN |
As at the date of this Report, no Director held options over securities in DRT.
4.2 other interests
As at the date of this Report, no Director held any interest in any other fund or scheme managed by the Responsible Entity or another entity that forms part of DRT.
5. directors directorships in other listed companies
The following table sets out directorships that the Directors of the Responsible Entity held as at 30 June 2005 and during the three years. preceding 30 June 2005 and up to the date of this Report including the period for which each directorship was held:
| Directors | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | DB RREEF Holdings Limited® | 21 Sep 2004 | Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Elizabeth A Alexander AM | DB RREEF Holdings Limited 3 | 1 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| Amcor Limited | Apr 1994 | Continuing | |
| Boral Limited | Sep 1994 | Continuing | |
| CSL Limited | Jul 1991 | Continuing | |
| Barry R Brownjeha | DB RREEF Holdings Limited® | 1 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| Stewart F Ewen | DB RREEF Holdings Limited® | 21 Sep 2004 | Continuing |
| DB RREEF Funds Management Limited® | 4 Aug 2004 | Continuing | |
| Victor P Hoog Antink | DB RREEF Holdings Limited® | 1 Oct 2004 | Continuing |
| DB RREEF Funds Management Limited® | 1 Oct 2004 | Continuing | |
| Charles B Leitner III | DB RREEF Holdings Limited® | 10 Mar 2005 | Continuing |
| DB RREEF Funds Management Limited® | 10 Mar 2005 | Continuing | |
| Brian E Scuttin | DB RREEF Holdings Limited 3 | 1 Jan 2005 | Continuing |
| DB RREEF Funds Management Limited® | 1 Jan 2005 | Continuing | |
| (YS Instalment Receipt Elmited® | 24 Oct 2000 | Continuing | |
| Deutsche Asset Management (Australia) Limited ® | 20 Dec 1999 | Continuing | |
| Alternate Director | |||
| Shaun A Mays | DB RREEF Holdings Limited 3 | 10 Mar 2005 | Continuing |
| (alternate to Charles B Leitner HI) | DB RREEF Fonds Management Limited® | 1 Jan 2005 | Continuing |
| (YS Instalment Receipl Limited) | 13 May 2004 | 4 May 2005 | |
| Deutsche Asset Management (Australia) Limited s | 13 May 2004 | 4 May 2005 |
- DB RREEF Holdings Pty Limited is the holding company of DRFM.
2 DRFM is Responsible Entily for (a) the Trust, a managed investment scheme whose units are stapled to the units of DB RREEF Industrial Trust, DB RREEF Office Trust and DB RREEF Diversified Trust and trade on ASX as DB RREEF Trust and (b) DB RREEF RENTS Trust, whose Reaf-Estate perpelual exchaNgeable sTep-up Securities called RENTS are listed on ASX.
3 IYS Instalment Receipt Limited has issued ASX listed instalment receipts over units in the Deutsche Relail Infrastructure Trust, a managed investment scheme that is listed but not quoted on ASX and whose Responsible Entity is Deutsche Asset Management (Australia) Limited.
directors' report (continued)
6. principal activities
The purpose of the Trust is to be a trading trust.
The orinoloal activities of the Trust and its related entities during the course of the period was the provision of investment and property management services as Responsible Entity to registered and unregistered schemes or as an Investment Manager to other clients. and the investment in real property within Australia.
The nuraber of employees of the Trust during the reporting period was 123 as at 30 June 2005.
7. total value of trust assets
The total value of the assets of the Trust as at 30 June 2005 was \$827.5 million. A schedule detailing the basis of this valuation is outfined in note 1 of the financial statements.
8. review and results of operations
A review of the results and operations, including the expected results. of operations of the Trust, is set out in the "Chief Executive Officer's Report" in the DRT Annual Report 2005.
9. likely developments and expected results of operations
in the opinion of the Directors, disclosure of any further information. of the future developments or results of the Trust, other than that information already outlined in this Report or the financial statements accompanying this report, would be unreasonably prejudicial to the Trust.
10. significant changes in the state of affairs
On 27 September 2004, unitholders of DB RREEF Diversified Trust (formerly Deutsche Diversified Trust) ("DDF"), DB RREEF Industrial Trust (formerly Deutsche Industrial Trust) ("DIT") and DB RREEF Office Trust (formerly Deutsche Office Trust) ("DOT") voted to replace their respective constitutions, replace their respective responsible entities and staple their units together with the Trustto create a stapled security known as DB RREEF Trust ("DRT"). (ASX Code: DRT). Details on the proposal were cutlined in the Information Memorandum and Product Disclesure Statement dated 30 August 2004. The result of these resolutions became effective on 30 September 2004.
The consolidation of the Trust, DDF, DIT and DOT, the acquisition of a US REIT, and the associated debt arranging and interest rate hedging, are referred to as "the Transaction".
For the purposes of statutory reporting, the stapled security must be accounted for as a consolidated group. The parent entity, DDF is the deemed acquirer of DIT, DOT and DRO.
DB RREEF Funds Management is a wholly owned subsidiary of DB RREEF Holdings Pty Limited ("DRH"). DRH is 50 per cent owned by DRFM as Responsible Entity for DRO and 50 per cent owned by First Australian Property Group Holdings Pty Limited, a subsidiary of the Deutsche Bank Group.
As part of the stapling process, DDF, DIT and DOT each paid a special distribution by way of a capital return that was applied on behalf of each unitholder to subscribe for new issued units in each of the other trusts, including the Trust. The number of units issued by each trust changed so that each trust had the same number of issued units. The namber of stapled securities owned by an investor in DRT. equals the same number of units in the Trust. DDF, DIT and DOT.
Other than the matters disclosed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in the Report or the financial statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in future financial years.
11, matters subsequent to the end of the financial year
On 7 3gly 2005, amendments were made to the Trust's constitution. that enabled the Trust to satisfy the Australian Infernational Financial Reporting Standards criteria for unitholders' funds to be classified as equity. The Directors of the Responsible Entity were of the view that such amendments were not materially adverse to unitholders' rights. or interests nor did they change the nature of the Trust.
Since the end of the period, other than the matters discussed in this Report, the Directors of the Responsible Entity are not aware of any matter or circumstance that has significantly affected or may significantly affect the operations of the Trust, the results of those operations, or state of the Trust's affairs in future years.
12. distributions
Distributions paid or payable by the Trust for the period ended. 30 Jane 2005 are detailed in note 22 of the financial statements. and form part of this Report.
13. responsible entity and associate interests
Details of related party transactions and the number of interests in the Trust held by the Responsible Entity or its associates as at the end of the financial period are disclosed in note 25 of the financial statements and form part of this Report.
14. interests in the trust
The movement in securities on issue in the Trust is detailed in note 20 of the financial statements and forms part of this Report.
The Trast did not issue any options during the period.
15. environmental regulation
The Directors are satisfied that adequate systems are in place for the management of its environmental responsibility and compliance with the various licence requirements and regulations. Further, the Directors are not aware of any breaches of these requirements and to the best of their knowledge, all activities have been undertaken in compliance with environmental requirements.
16. indemnification and insurance
An insurance premium for a policy of insurance indemnifying directors, officers and others (as defined in the relevant policy of insurance) is paid by the Responsible Entity.
17. audit
17.1 auditor
PricewaterhouseCoopers ("PwC" or "Auditor") continues in office in accordance with section 327 of the Corporations Act 2001.
17.2 non-audit services
Details of the amounts paid to the Auditor, which include amounts paid for non-audit services totalling \$131,543, are set out in note 3. in the Nofes to the Financial Statements.
The Directors are satisfied that the provision of non-audit services provided during the period by the Auditor (or by another person or firm on the Auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
Reasons for the Directors being satisfied that the provision of those non-audit services, during the period, by the Auditor did not compremise the Auditor's independence are as follows:
- Board Audit Coramittee has determined that the external auditor 缕 will not provide services that have the potential to impair the independence of their audit role, including:
- participating in activities that are normally undertaken by reanagement;
- being remunerated on a "success fee" basis;
- providing services where the Auditor may be required gg. to review or audit their own work, including:
- the preparation of accounting records;
- the design and iraplementation of information technology systems;
- conducting valuation, actuarial or legal services;
- promoting, dealing in or underwriting securities; or
- providing internal audit services;
- Board Audit Committee regularly reviews the performance and independence of the external Auditor and whether the independence of this function has been maintained having regard to the provision of non-audit services; and
- the external Auditor must provide a written declaration to the 緵 Board regarding their independence each reporting period.
Since 30 June 2005, Board Audit Committee approval is required before the engagement of the external Auditor to perform any non-audit service for a fee greater than \$100,000.
17.3 audit indebendence statement
A copy of the Auditor's Independence Dectaration as required under section 307C of the Corporations Act 2001 is set out on page 111, and forms part of this Report.
18, corporate governance
The Responsible Entity's Corporate Governance Statement is set out in the DRT Annual Report 2005, which accompanies this Report.
19. rounding of amounts and currency
The Trust is a registered scheme of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the "rounding off" of amounts in the Directors' Report and financial report.
Amounts in the Directors' Report and financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise indicated.
All figures in this Report and the financial report, except whereotherwise stated, are expressed in Australian dollars.
20. management representation
The Chief Executive Officer and the Chief Operating Officer have reviewed the Trust's financial reporting processes, policies and procedures together with the Trust's risk management and internal control and compliance policies and procedures. Following that review it is their coinion that the Trust's financial records for the financial period have been properly maintained in accordance with the Corporations Act 2001 and the financial statements and their notes comply with the accounting standards and give a true and fair view.
21. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Clur Der
Christopher T Beare Chair Sydnev
25 August 2005
Victor P Hoog Antink Chief Executive Officer Sydney 25 August 2005
DB RREEF Operations Trust Financial Statements 2005 107
directors' and executive remuneration report
The Directors of DB RREEF Funds Management Limited ("DRFM") as Responsible Entity of DB RREEF Operations Trust ("the Trust" or "DRO") and its consolidated entities present their Remuneration. Report for the period ended 30 June 2005.
1. general remuneration framework
The objective of DRFM's remuneration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns employee reward with achievement. of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies the following key criteria for good reward governance practices:
- competitiveness and reasonableness; Ø
- 娑 performance linkage/alignment;
- transparency; and Ø
- financial and non-financial resource management. Ŷ.
ta consultation with external remuneration consultants DRFM has structured a remuneration framework that is market competitive and complementary to its reward strategy. Alignment to investors' interests is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- delivery of forecast returns; and 8&
- achievement of key non-financial value drivers. Ø
Alignment of employees' inferests is achieved through the planrewarding capability and performance. For participants, the plare-
- provides a clear structure for earning reward; Ø
- delivers competitive reward for contribution to the creation W of value; and
- provides recognition for contribution. 慾
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a mix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains sersiority within DRFM, the balance of this mix shifts to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implementation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predetermined performance targets, a short-term incentive pool, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees during the annual review. Cash incentives are payable in September each year. Performance targets are utilised to ensure that variable reward is only available when value has been created for investors, and when performance is consistent with forecasts. The incentivepool may be feveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based on group, individual business and personal objectives. Performance indicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures. linked to drivers of performance in future reporting periods. Short-termincentive payments may be adjusted up or down in tine with under or over achievement against target performance levels, at the discretionof the Board Nomination and Remuneration Committee.
Termination provisions for the Chief Executive Officer ("CEO") are set out in the CEO's contract of employment. In the event of early termination, DRFM may be required to give 12 months notice and may elect to payout all or part of this notice period.
There are no termination provisions extended to any other DRFM. executive.
2. non-executive directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board-Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration consultants to ensure. Non-Executive Directors' fees and payments are appropriate and inline with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. details of remuneration of directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the period ending 30 June 2005 are set out in the following tables.
Period ending 30 June 2005
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| \$ | £ | Ś. | \$ | \$ | ||
| Non Executive Directors | ||||||
| Christopher T Beare | 193.125 | 193.125 | ||||
| Elizabeth A Alexander | -65.000 | 65,000 | ||||
| Barry R Brownjohn | 60,000 | 60.000 | ||||
| Stewart F Ewen | 95,625 | 95.625 | ||||
| Brian E Scuttin | 68.750 | 68,750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | З | 682.139 | 68.800 | 750.939 | ||
| Charles B Leitner III | 2 | 12,300 | 12.300 | |||
| Shaon A Mays (alternate to Charles B Leitner III). | 2. | 16,000 | 16,000 | |||
| Daniel S Weaver | 2 | $\cdots$ |
Note 1: Non-Executive Directors' remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is Directors' total remuneration from 1 October 2004, or the date of appointment if later than 1 October 2004, to 30 June 2005.
These Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment Note 2: of each Executive's total remuneration based on their time spent on DB RREEF Funds Management Limited's activities during the period ending 30 June 2006.
The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Note 3: Officer's lotal remuneration for the period ending 30 June 2005. No short term incentive payment for the period 1 October 2004 to 30 June 2005 has been allocated. Consequently, no payment is included in the above.
There were no stapled securities or options issued during the period to any Director or employee as part of their remuneration. No Director or Executive received any retirement benefit during the period.
directors' and executive remuneration report (continued)
4. details of remuneration of executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing I October 2004 and ending 30 June 2005.
| Position | Salary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| \$ | £ | £ | S | |||
| Tanya L Cox | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | -62.000 | 8.689 | 287.000 | |
| Bea J Lehmann | Head of Portfolio Services | 216.311 | 75.000 | 8.689 | 300,000 | |
| ian D Robins | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456.250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. other disclosures
There were no loans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
6. directors' authorisation
This Report is made in accordance with a resolution of the Directors.
Chix Seem
Christopher T Beare Chair Sydney
25 August 2005
auditors' independence declaration

Auditors' Independence Declaration
As lead auditor for the audit of DB RREEF Operations Trust for the period. ended 30 June 2005, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of DB RREEF Operations Trust and the entities it controlled during the period.
DA Prothero Partner PricewaterhouseCoopers
Sydney 25 August 2005
PricewaterhouseCoopers ABN 52 780 433 757 Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia
www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
statements of financial performance
DB RREEF OPERATIONS TRUST STATEMENTS OF FINANCIAL PERFORMANCE FOR THE PERIOD ENDED 30 JUNE 2005
| Consolidated 2005 |
Parent Entity 2005 |
||
|---|---|---|---|
| Note(s) | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||
| Property income | 2 | 1.380 | |
| Recoveries from Stapled Trusts | 9.159 | 26 | |
| Interest income from Stapled Trusts | 27.152 | 928 | |
| Interest income | 3.797 | 3.718 | |
| Share of net profits of associates accounted for using the equity method | $12 \overline{ }$ | 2,571 | |
| Total revenue from ordinary activities | 44.059 | 4,672 | |
| Expenses from ordinary activities | |||
| Property expenses | (343) | ||
| Borrowing costs expense | (29, 357) | (1, 556) | |
| Other expenses from ordinary activities | 4 | (144) | (104) |
| Costs associated with the Transaction | 5 | (8,345) | |
| Total expenses from ordinary activities | (38, 189) | (1,660) | |
| Profit from ordinary activities before tax | 5.870 | 3.012 | |
| Tax expense | 6 | (990) | (904) |
| Profit from ordinary activities after tax | 21 | 4,880 | 2.108 |
| Net profit attributable to unitholders | 21 | 4,880 | 2.108 |
| Cents | |||
| Basic earnings - cents per unit | 30 | 0.36 | |
| Diluted earnings - cents per unit | 30 | 0.36 |
The above Statements of Financial Performance should be read in conjunction with the accompanying notes.
| 2005 \$'000 |
2005 \$'000 |
|
|---|---|---|
| Distribution | ||
| Net profit attributable to unitholders. | -4.880 | 2.108 |
| Movement in undistributed incorne- | (2.968) | (196) |
| Distribution paid and payable 21.22 |
1.912 | 1.912 |
| Distribution paid/payable - cents per unit | Cents | |
| Ordinary units 22 |
.07 |
statements of financial position
DB RREEF OPERATIONS TRUST STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2005
| Consolidated 2005 |
Parent Entity 2005 |
||
|---|---|---|---|
| Note(s) | \$'000 | \$'000 | |
| Current assets | |||
| Cash assets | 1.278 | 150 | |
| Receivables | 7 | 2,097 | 1,254 |
| Inventory | 8 | 48,469 | |
| Other | 9 | 137 | |
| Total current assets | 51,981 | 1,404 | |
| Non-current assets | |||
| Loan notes receivable from associate | 30 | 45,092 | 45.092 |
| Investments in controlled entities. | Ħ | 100 | |
| Investments in associates | 32 | 14.595 | |
| Investments accounted for using the equity method | 12 | 17,166 | |
| Interest bearing lears receivable from related parties | 13 | 713,276 | 47,855 |
| Total non-current assets | 775,534 | 107,642 | |
| Total assets | 827,515 | 109,046 | |
| Current liabilities | |||
| Payables | 14 | 4.025 | 243 |
| Current tax liabilities | 16 | 1,117 | 920 |
| Provisions | 37 | 1,912 | 1,912 |
| Other | 18 | 34 | |
| Total current liabilities | 7,088 | 3,075 | |
| Non-current liabilities | |||
| Interest bearing liabilities | 15 | 762,987 | 51,303 |
| Loan with related parties | 39 | 48.932 | 48.932 |
| Total non-current liabilities | 811,919 | 100,235 | |
| Total liabilities | 819,007 | 103,310 | |
| Net assets | 8,508 | 5,736 | |
| Equity | |||
| Contributed equity | 20 | 5.540 | 5,540 |
| Undistributed income | 21 | 2,968 | 196 |
| Total equity | 8,508 | 5,736 |
The above Statements of Financial Position should be read in conjunction with the accompanying notes.
statements of cash flows
DB RREEF OPERATIONS TRUST STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2005
| Consolidated | Parent Entity | ||
|---|---|---|---|
| Note(s) | 2005 \$'000 |
2005 \$'000 |
|
| Cash flows from operating activities Receipts in the course of operations |
10.939 | ||
| (8.737) | (47) | ||
| Payments in the coarse of operations Interest received |
|||
| 29,082 | 2.529 | ||
| Borrowing costs paid | (27,069) | (237) | |
| Net cash inflow from operating activities | 28 | 4,215 | 2,245 |
| Cash flows from investing activities | |||
| Payments for capital expenditure on properties | (452) | ||
| Payments for investment properties | (46.980) | ||
| Payments for investments accounted for using the equity method | (5,235) | (5.215) | |
| Loans provided to Stapled Trusts | (942.184) | (46,900) | |
| Repayment of loans by Stapled Trusts | 228,908 | ||
| Net cash outflow from investing activities | (765, 923) | (52,115) | |
| Cash flows from financing activities | |||
| Establishment expenses and unit issue costs | $\langle 1 \rangle$ | ||
| Proceeds from borrowings | 1.544,885 | 50.020 | |
| Repayment of borrowings | (781,898) | ||
| Net cash inflow from financing activities | 762,986 | 50,020 | |
| Net increase in cash held | 1,278 | 150 | |
| Cash at the beginning of the period | |||
| Cash at the end of the period | 1,278 | 150 |
The above Statements of Cash Flows should be read in conjunction with the accompanying notes.
notes to the financial statements
DB RREEF OPERATIONS TRUST NOTES TO THE FINANCIAL STATEMENT FOR THE PERIOD ENDED 30 JUNE 2005
note 1. summary of significant accounting policies
(a) basis of preparation
On 30 September 2004, DB RREEF Trust was created by the stapling together of the Trust, DDF, DfT and DOT and their consolidated entities. The deemed acquirer of the Trust is DDF. The basis of this approach is consistent with current practice in relation to the financial obligations of stapled entities that were formed after 1 July 2004.
DB RREEF Trust stapled securities are quoted on the Australian. Stock Exchange under the code DRT and comprise of one unit in each of the Trash, DDF, DIT and DOT. Each entity forming part of DRT continues as a separate legal entity in its own right under the Corporations Act 2001 and is therefore required to comply with the reporting and disclosure requirements under the Corporations Act 2001 and Australian Accounting Standards.
DB RREEF Funds Management as Responsible Entity for the Trust, DDF, DIT and DOT may only unstaple the Trust if approval is obtained by special resolution from unitholders of each of the Trusts.
This general purpose financial report has been prepared in accordance with the requirements of the Trust Constitution, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001 in Australia.
It is prepared on the basis of the going concern and historical cost. cenventions and has not been adjusted to take account of either changes in the general purchasing power of the dollar or changes. in the values of specific assets, except to the extent that the Trustinvestments have been revalued.
It is recommended that this report be read in conjunction with any public pronouncements made by the Trust during the reporting period in accordance with the continuous disclosure requirements. of the Corporations Act 2001.
(b) principles of consolidation
The consolidated financial statements incorporate all the assets, liabilities and net operating results of the parent and its controlled entities.
The effects of all transactions between controlled entities in the Trush have been eliminated in full.
Where control of an entity is gained during a financial year, its results are included in the consolidated Statements of Financial Performance from the date on which control is gained.
Investments in associates are accounted for in the consolidated financial statements using the equity method. Under this method, the consolidated entity's share of the post-acquisition profits of associates is recognised as revenue in the consolidated Statements of Financial Performance, and its share of post-acquisition movements in reserves is recognised in consolidated reserves.
(c) revenue recognition
Rent
Rent is brought to account on an accruais basis and, if not received at balance date, is reflected in the Statements of Financial Position as a receivable. Recoverability of receivables is reviewed on an ongoing. basis. Debts which are known to be not collectable are written off.
Interest income
interest income is brought to account on an accruals basis and, if not received at the balance date, is reflected in the Statements of Financial Position as a receivable.
(d) expenses
Expenses are brought to account on an accruals basis and, if not paid at the balance date, are reflected in the Statements of Financial Position as a pavable.
Property expenses
Property expenses include rates, taxes and other property outgoings. incurred in relation to the development property, where such expenses are the responsibility of the Trust.
Borrowing costs
Berrowing costs include interest expense and other costs incurred. in respect of obtaining finance. Other costs incurred including loanestablishment fees in respect of obtaining finance are deferred and written off over the term of the respective agreement.
Borrowing costs are expensed unless they relate to qualifying assets. Qualifying assets are assets which take a substantial period of time to get ready for their intended use or sale. Where funds are borrowed specifically for the acquisition or construction of a qualifying asset, the arabiant of borrowing costs capitalised is those incurred inrelation to that borrowing, net of any interest earned on those borrowings. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average capitalisation rate.
(e) derivatives and other financial instruments
The Trust's activities expose it to changes in interest rates and foreign exchange rates. There are policies and limits approved by the Boardof Directors of the Responsible Entity in respect of the usage of derivatives and other financial instruments to hedge those cash flows. which are subject to interest rate risks and foreign currency risk respectively. In conjunction with its advisers, the Responsible Entity continually reviews the Trust's exposures and updates its treasury policies and procedures. The Trust does not trade in derivative instruments for speculative purposes.
Changes in the net market values of hedging instruments are matched and brought to account with the carrying values and income streams of the underlying assets or liabilities.
The accounting poticies adopted in relation to material financial instruments are detailed below:
Debt instruments
Debt instruments are carried at face value. Interest is brought to account on an accruals basis.
Interest rate swaps
The Trust enters into interest swap agreements with the objective of hedging the risk of interest rate fluctuations in respect of underlying borrowings. Net receipts and payments in relation to interest rate swaps are recognised in the Statements of Financial Performance. on an accruals basis over the life of the hedges (refer note 23).
note 1, summary of significant accounting policies (continued)
Forward exchange contracts
Forward exchange contracts are entered into by the Trust to hedge its earnings exposure in relation to foreign investments.
This currency hedge rate is used to translate items in the Statements. of Financial Performance (refer note 23).
$(9.657)$
Revenues, expenses and capital assets are recognised net of the amount of goods and services tax ("GST"), except where the amount of GST incurred is not recoverable from the Australian Tax Office ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
noitsxaf (g)
Tax effect accounting procedures were followed whereby the incometax expense in the Statements of Financial Performance is matched with the accounting profit allowing for permanent differences.
The future tax benefit relating to tax losses is not carried forward as an asset untess the benefit is virtually certain of realisation. Incometax on cumulative timing differences is set aside to the deferred income tax or the future income tax benefit accounts at the rates which are expected to apply when those fiming differences reverse.
The Trust's taxable income is taxed at the tax rate of 30 per cent.
(h) distributions
In accordance with its Constitution, the Trust's Responsible Entity may declare a distribution which will be paid to unitholders by cash. or reinvestment.
(i) repairs and maintenance.
Plant of the Trust is required to be overhauled on a regular basis. This is managed as part of an ongoing raajor cyclical maintenance program. The costs of this maintenance are charged as experises as incurred, except where they relate to the replacement of a component of anasset, in which case the costs are capitalised in accordance with note-1(t). Other roldine operating maintenance, repair costs and minor renewals are also charged as expenses as incurred.
$(i)$ cash
For the purposes of the Statements of Cash Flows, cash includes deposits at call which are readily convertible to cash on hand and are subject to an insignificant risk of change in value.
(k) receivables
Debtors to be settled within 30 days are carried at amounts due. Debts are assessed at balance date and provision is made for any doobiful accounts.
(1) inventories
In accordance with Accounting Standard AASB 1019: Inventories, properties purchased for the purpose of sub-division or stratification, and subsequent re-sale are carried at lower of cost or net realisable. value. The cost includes the cost of acquisition, development and financing costs up until the date the units are ready for sale.
(m) leasing fees
Leasing fees incurred in relation to the initial letting of property or following redevelopments are capitalised to the property. Leasing fees incurred in relation to the origoing renewal of major tenancies are capitalised and amortised over the lease periods to which they relate.
(n) lease incentives
Prospective lessees may be offered incentives as an inducement to enter into non-cancellable operating leases. These incentives may fake various forms including up front cash payments, rent freeperiods, or a contribution to certain lessee costs such as fit out costs. or relocation costs.
These incentives are repaid out of future lease payments and therefore are recognised as an asset in the Statements of Financial Position, Specifically:
- rent free periods -- when provided, the rent forgiven in early years g. is capitalised to a deferred income account, at the earlier date from which the tenant has effective use of the premises or the lease commencement date and is released to the Statements of Financial Performance in later years to ensure a constant rate of return over the term of the fease;
- cash contributions -- where provided, the amount of contribution gg. is capitalised as an asset in the Statements of Financial Position. and written off over the term of the lease;
- tenant fit out costs associated with fitting out a building 娑 specifically for a lessee and that are not expected to be used. bevond the term of the lease are capitalised in the Statements of Financial Position and written off over the term of the lease; and
- lessor owned fit out -- when the fit out is an asset of the lessor 9Ù. and can be retained by the lessor beyond the lease term, it is considered integral to the building and is capitalised into the cost. of the property and adjusted through the valuations.
(c) investments in associates and investments accounted for using the equity method
Some investments are held through the ownership of shares incompanies. Where the Trust exerts a significant influence, but does not have a controlling interest, the Trust adopts the equity method of accounting for these investments on consolidation. At the parentlevel, investments in associates are accounted for at cost.
Interests held by the Trust are brought to account at valuation based. on the net tangible asset backing.
(p) acquisition of assets
The parchase method of accounting is used for all acquisitions. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs. directly attributable to the acquisition.
(g) payables
These amounts represent liabilities for amounts owing by the Trust at period end which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(r) earnings per unit
Basic and diluted earnings per unit is determined by dividing the netprofit attributable to unitholders of the Trust by the weighted average. number of ordinary units outstanding during the financial period.
(s) foreign currency
Exchange rates
The following exchange rates have been used to translate financial statements of foreign currency investments to Australian dollars:
| -30 June 2005 | |||
|---|---|---|---|
| Spot A\$/US\$ | Statements of Etnancial Position | 0.7640. | |
| Average A\$/US\$ 5 Statements of Financial Performance | -0.7195 |
1 The average exchange rate includes applicable hedges.
(t) international financial reporting standards ("IFRS").
The adoption of Australian equivalents to IFRS ("AIFRS") will be first reflected in the financial statements for the half year ended. 31 December 2005 and the year ended 30 June 2006.
The Responsible Entity has established a project team to manage the transition to AIFRS, including training of staff, and systems and internal control changes necessary to gather all the required financial information. In some cases choices of accounting policies are available, including elective exemptions under Accounting Standard. AASB 1: First-time Adoption of Australian Equivalents to IFRS.
Impact of transition to AIFRS
The impact of transition to AIFRS including the selection and application of AIFRS accounting policies, is based on AIFRS. standards that management expect to be in place, or where applicable, have been adopted, when preparing the first complete. AIFRS financial report. The disclosures below assume that the Trust will elect not to apply the requirements of AASB 132 and AASB 139. in the first comparative year under AIFRS.
Although the adjustments disclosed in this note are based on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change.
Revisions to the selection and application of the AIFRS accounting policies may be required as a result of:
- a changes in financial reporting requirements that are relevant to the Trust's first complete AFRS financial report arising from new or revised accounting standards or interpretations issued by the Australian Accounting Standards Board subsequent to the preparation of the 30 June 2005 financial report;
- a changes to the Trust's operations; or
- additional guidance on the application of AIFRS in the property 繸 industry.
Therefore, until the Trust prepares its first full AIFRS financial statements, the possibility cannot be excluded that the accompanying disclosures may have to be adjusted.
Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following (references to new AASB standards below are to the Australian equivalents to IFRS issued in July 2004):
Income tax
Under the AASB 112: fricame Taxes, deferred tax balances are determined using the balance sheet method which calculates. temporary differences based on the carrying amounts of an entity's assets and liabilities in the Statements of Financial Position and their associated tax bases, in addition, current and deferred taxes attributable to amounts directly in equity are also recognised directly. in equity. This will result in a change to the current accounting policy, under which deferred tax balances are determined using the incomestatement method, items are only tax-affected if they are included in the determination of pre-tax accounting profit and loss and/or taxable income or loss and current and deferred taxes cannot be recognised. directly in equity.
On implementation of AIFRS, no material adjustment to retained earnings will be required.
Financial instruments
All interest rate and foreign currency derivatives will be recognised at fair value in the Statements of Financial Position, with changes in fair value during the period recognised in the Statements of Financial Performance, or if classified as a cash flow hedge and proved to be effective, deferred in equity.
The Board has decided not to adopt hedge accounting for financial instruments in existence at 30 June 2005, which may result in future unrealised earnings volatilities, without any associated volatility in cash earnings and hence distributions. The Beard will continually review this position and may elect to apply hedge accounting to financial instruments enfered into the future.
The Trust will be electing to adopt the exemption available under AASB 1 to apply AASB 132: Financial Instruments -- Disclosure and Presentation and AASB 139: Financial Instruments - Recognition and Measurement only from 1 July 2005. This allows the Trust to apply AGAAP to the comparative information of financial instruments. within the scope of AASB 132 and AASB 139 for the 30 June 2006. financial report.
Unitholders equity
Accounting Standard AASB 132: Financial Instruments - Disclosure and Presentation outlines and defines the criteria for recognising a financial instrument as either debt or equity. Under currentaccounting standards (AGAAP) units in a fixed life trust are considered equity. However under AIFRS the same instrument would be classified as debt due to the fixed life of the issuance. Distributions paid to unitholders under this classification would be reclassed as a form of finance charge. These changes would not impact on the financial or economic position of the Trust or that of the unitholder but would significantly impact on the presentation. and disclosure in the financial accounts.
note 1. summary of significant accounting policies (continued)
On 6 June 2005, ASIC issued class order 05/566 "Managed Investment Schemes: Perpetuity Clauses in Scheme Constitutions". This class order allows the Responsible Entity to amend a constitution by removing a termination clause and make other amendments as required so long as the changes do not materially change the nature of the scheme or have a materially adverse effect on the interests of members.
On 7 July 2005, amendments to the constitution were made that enable the Trust to satisfy the criteria for unitholders funds to be classified as equity. The Board was of the view that such amendments were not materially adverse to unitholders nor did they change the nature of the scheme.
These changes are the only material changes anticipated, but should not be regarded as the only changes in accounting policies that will result from the transition to AIFRS as regulatory bodies have significant ongoing projects that could affect the inferpretation of the differences between Australian Generally Accepted Accounting Principles and IFRS.
While the application of IFRS may introduce volatility into forecast financial information, this will not affect the cash flows from operations.
note 2. property income
| ********* | ||
|---|---|---|
| Consolidated | Parent Entity | |
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| ********* | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | |
| Rent and recoverable outgoings | 1,067 | $\cdots$ |
| Other income | 313 | |
| Total property income | 1,380 | TOP. |
note 3, remuneration of auditors
During the period the auditor of the parent entity and its related practices earned the following remuneration:
| Consolidated 2005 |
Parent Entity 2005 |
|
|---|---|---|
| PricewaterhouseCoopers | ||
| Audit and review of financial reports and other audit work under the Corporations Act 2001 | 95.000 | 88,000 |
| Total auditing fees | 95,000 | 88.000 |
| Taxation fees | 36,543 | 4,000 |
| Total auditor remuneration | 131,543 | 92.000 |
note 4, other expenses from ordinary activities
| Consolidated | Parent Entity | ||
|---|---|---|---|
| 2005 | 2005 | ||
| Note(s) | \$'000 | \$'000 | |
| Audit and advisory fees | ×. | 132 | -92 |
| Custodian fees | h | h | |
| Registry costs and listing fees | |||
| Other expenses | in. | in, | |
| Total other expenses from ordinary activities | 144 | 104 |
note 5, income and costs associated with the transaction
The costs relate to the fees and expenses arising from the stapling of the Trust, DDF, DIT and DOT, the acquisition of the US REIT, and the associated debt arranging and interest rate hedging (together referred to as "the Transaction"). The costs associated with the Transaction totalled \$42.28 million. The controlled entity, DB RREEF Finance, provided a proportion of this funding and incurred expenses of \$8.34 million for DDF, DIT and DOT to facilitate the Transaction. These have been on-charged to DDF, DIT and DOT and therefore appear as an item of income.
note 6, income tax
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 \$'000 |
2005 \$'000 |
|
| Income tax expense | ||
| The income tax expense for the financial period differs from the amount calculated on the profit. The differences are reconciled as follows: |
||
| Profit from ordinary activities before income tax | 5.870 | 3.012 |
| Income tax calculated at 30 per cent. | 1.761 | 904 |
| Tax effect of permanent differences | ||
| Share of net profits of associates | (771) | |
| Income tax adjusted for permanent differences. | -990 | 904 |
| Income tax expense attributable to profit from ordinary activities | 990 | 904 |
| Aggregate income tax expense | 990 | 904 |
| Aggregate income tax expense comprises | ||
| Current taxation provision | 1.069 | 920 |
| Future income tax benefit | (127) | (16) |
| Deferred income tax liability | 48 | |
| 990 | 904 |
note 7. current assets - receivables
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Rent receivable | 15 | |
| Total rental receivables | 15 | |
| Goods and Services Tax ("GST") receivable | 38 | |
| Interest receivable | 3.917 | 1.238 |
| Deferred tax asset | 127 | 16 |
| Total other receivables | 2.082 | 1.254 |
| Total current assets - receivables | 2.097 | 1.254 |
note 8. current assets - inventory
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Building held for resale | ||
| Cost of acquisition | 47,037 | |
| Capitalised development costs | 1,432 | 1.11 |
| 48,469 | ||
note 9, current assets - other
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
Consolidated 2005 \$'000 |
Parent Entity 2005 \$'000 |
|---|---|---|
| Prepayments | 103 | $\cdots$ |
| Tenant bonds | 34 | $\cdots$ |
| Total current assets - other | 137 |
note 10, non-current assets - Joan notes receivable from associate
| ********* | ||
|---|---|---|
| Consolidated | Parent Entity | |
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| ********* Loan notes receivable from DB RREEF Holdings Pty Limited |
45.092 | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 45.092 |
| Total non-current assets - loan notes receivable from associate | 45.092 | 45.092 |
DRH issued an equal amount of corporate bonds to its two owners - First Australian Property Pty Eimited and the Trust, in order to fund its 100 per cent acquisition of DB RREEF Funds Management Limited (the Responsible Entity of the Trust). These bonds are 20 years in duration and yield 11 per cent per amount.
note 11, non-current assets - investments in controlled entities
| Parent Entity | |
|---|---|
| 2005 \$'000 |
|
| Units/shares in controlled entities | |
| At cost | |
| Barrack Street Trust | -99 |
| DB RREEF Finance Pty Limited | |
| Total non-current assets - investments in controlled entities | 100 |
| Reconciliation | |
| Parent Entity | |
| 2005 | |
| \$'000 | |
| Parent | |
| Carrying amount at 11 August 2004 | |
| Additions | 100 |
| Carrying amount as at 30 June 2005 | 100 |
All controlled entities are wholly owned by the Trust. Both the parent entity and the controlled entities were formed in Australia.
note 12. non-current assets - investments accounted for using the equity method
Investments are accounted for in the consolidated financial statements using the equity method of accounting and are carried at cost (refer note 1). Information relating to these entities is set out below.
| Name of Entity | Principal activity | Ownership | Consolidated |
|---|---|---|---|
| interest | carrying | ||
| amount | |||
| 2005 | 2005 | ||
| $\frac{\sigma}{\sigma}$ | \$'000 | ||
| DB RREEF Holdings Pty Limited | Asset, property and funds management | -50 | 17.166 |
| Total | 17,166 | ||
| Movements in carrying amounts of investments accounted for using the equity method | |||
| Carrying amount as at 11 August 2004 | |||
| Interest acquired during the period | 14.595 | ||
| Share of net profits after tax | 2.571 | ||
| Carrying amount as at 30 June 2005 | 17,166 | ||
| Results attributable to associates | |||
| Operating profits before income tax | 3.333 | ||
| Income tax expense | (762) | ||
| Operating profits after income tax | 2,571 | ||
| Less: Distributions received | |||
| 2,571 | |||
| Summary of the performance and financial position of investments accounted for using the equity method | |||
| The aggregate profits, assets and liabilities of invesiments accounted for using the equity method are: | |||
| Profits from ordinary activities after income tax expense. | 2.571 | ||
| Assets | 69.586 | ||
| Liabilities | 52.420 |
DRO has an option to acquire the remaining 50 per cent of DRH from First Australian Property Group ("FAP") based on a pre-determined formula as defined in the Shareholders Deed dated 1 October 2004. Consideration is to be made via cash or issue of units.
note 13, non-current assets - interest bearing loans receivable from related parties
| \$'000 Interest bearing lears receivable from related parties. 713.276 |
\$7000 47.855 |
|---|---|
| Total non-current assets -- interest bearing loans receivable from related parties 713.276 |
47.855 |
The intercompany loans receivable from members of the Stapied Entity is an interest bearing loan where interest is charged based on the Trust's interest expense and allocated to each entity based on the ratio of their weighted average intercompany balance.
note 14. current liabilities - payables
| Consolidated 2005 \$'000 |
Parent Entity 2005 \$'000 |
|
|---|---|---|
| Trade creditors | 163 | $\cdots$ |
| Accruals: | 1,101 | 59 |
| Prepaid income | 393 | $100 - 100$ |
| Accrued interest | 2,368 | 184 |
| Total current liabilities - payables | 4.025 | 243 |
note 15. non-current liabilities - interest bearing liabilities
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Non-current - unsecured | ||
| Commercial notes | 261,780 | |
| Bank loans | 292.618 | |
| Loans from related parties? | 208,589 | 51,303 |
| Total unsecured | 762.987 | 51.303 |
| Total non-current liabilities -- interest bearing liabilities | 762.987 | 51.303 |
I These represent loans from DIT and DOT for the consolidated entily and a loan from DB RREEF Finance Pty Limited (controlled by the Trust) for the parent entily.
financing arrangements
The Trust has access to the following lines of credit:
| Consolidated | ,,,,,,,,,,,,,,,,,, Parent Entity |
|
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Borrowing facilities | ||
| Commercial notes | 261.780 | |
| Bank loans | 874.869 | |
| 1.136.649 | ||
| Used at balance date | 554,398 | |
| Used at balance date by DB RREEF Industrial Properties, Inc1 | 263,089 | |
| Unused at balance date | 319.162 | |
1 A DIT investment.
note 15, non-current fiabilities - interest bearing fiabilities (continued)
bank loans
DB RREEF Finance Pty Limited, a wholly-owned subsidiary of the Trust, entered into syndicated bank debt facilities on 29 September 2004. The facilities include a \$300 million three year, multi-currency revolving credit facility, a \$300 million 364 day, revolving credit facility and a US\$210 million (A\$274.869m) three year, revolving credit facility. These facilities are supported by the Stapled Entity guarantee arrangements. DB RREEF Industrial Properties, Inc may only borrow under the US\$210 million facility. The \$300m 354 day facility has been extended for a further 364 days to mature in September 2006.
DB RREEF Finance Pty Limited also enfered into two bilateral arrangements on 29 September, 2004. A \$170 million 364 day non-revolving bridge facility has been repaid by asset sale proceeds and the limit cancelled in April 2005. A US\$200 million 180 day bridge facility was executed to provide funds for the repayment of US dollar denominated preference shares in December 2004 and May 2005. US\$160 million and the balance of the bridge facility limit, US\$40 million, was cancelled in December 2004 and March 2005 respectively, with the issue of commercial notes (refer below).
commercial notes
US\$160 million notes were issued in December 2004 to redeem US\$160 million of preference units. An additional US\$40 million of notes were settled in March 2005 to redeem the remaining US\$40 million of preference units in May 2005, bringing the total commercial notes on issue to US\$200 million (A\$261.780m). The US dollar denominated notes were privately placed with investors on terms to maturity ranging from December 2011 to March 2017.
note 16, current liabilities - current tax liabilities
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Opening balance as at 11 August 2004 | $\cdots$ | |
| Deferred income tax liability | 48 | |
| Current year's income tax expense on profit from ordinary activities. | 3.069 | 920. |
| Total current liabilities -- current tax liabilities | 1117 | 920. |
note 17, current flabilities - provisions
| Consolidated 2005 \$000 |
Parent Entity 2005 \$000 |
|
|---|---|---|
| Provision for distribution | ||
| Opening balance as at 11 August 2004 | $\cdots$ | |
| Additional provisions recognised | 3.932 | 3.912 |
| Closing balance provision for distribution as at 30 June 2005 | 1.912 | 1.912 |
| Total current liabilities -- provisions | 1.912 | 1.912 |
provision for distribution.
Provision is made for distributions to be paid for the period ending 30 June 2005 payable on 29 August 2005.
note 18, current liabilities - other
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Tenant bonds |
34 | $\cdots$ |
| Total current liabilities - other | 34 | BANK |
note 19, non-current liabilities - loan with related parties
Consolidated 2005 |
Parent Entity 2005 |
|---|---|
| \$'000 ********* |
\$'000 ,,,,,,,,,,,,,,,,, |
| Non-interest bearing loan 48.932 |
I.R.932 |
| Total non-current liabilities -- loan with related parties 48,932 |
48.932 |
note 20, contributed equity
| 2005 | |
|---|---|
| \$'000 | |
| (a) Value of units on issue | |
| Opening balance as at 11 August 2004 | |
| issue of units to staple | 5,168 |
| issue of units | 83 |
| Distributions reinvested | 289 |
| Closing balance as at 30 June 2005 | 5,540 |
| 2005 Number of units |
|
| (b) Number of units on issue | |
| Opening balance as at 11 August 2004 | |
| Settlement of Trust | 10 |
| issue of units to staple | 2,583,842,392 |
| issue of units | 41.521,457 |
| Redemption of settlement units | (10) |
| Distributions reinvested | 106,718,540 |
| Closing balance as at 30 June 2005 | 2.732.082.389 |
terms and conditions
Each unit ranks equally with all other ordinary units for the purposes of distributions and on termination of the Trust. Ordinary units enfitfe the holder to one vote, either in person or by proxy, at a meeting of the Trust.
distribution reinvestment plan-
On 26 September 2004, the Trust established a distribution reinvestment plan ("DRP") under which holders of DRT stapled securities may elect to have all or part of their distribution entitlements satisfied by the issue of new ordinary units rather than by being paid in cash.
On 28 February, 106,718,540 units were issued with a dollar value of \$289,000 under the DRP for the December 2004 distribution and further units are likely to be issued for the June 2005 distribution. As the Trust made no distribution on this date, the units issued in the Trust were funded by DDF, DIT and DOT.
note 20, contributed equity (continued)
stapling unit change
On 30 September 2004, the Stapled Entity was formed by stapling together the Trust. DDF, DIT and DOT, Each trust subscribed for units in accordance with the stapling ratios described in the Explanatory Memorandum and Product Disclosure Statement dated 30 August 2004.
As part of the stapling process, DDF, DIT and DOT paid a capital distribution that was applied on behalf of each unitholder to subscribe for new issued units in each of the other Stapled Trusts, including the Trust. The number of units issued by DDF, DIT and DOT changed so that each trust had the same number of issued units. The number of stapled securities owned by an investor in DRT equals the number of units in the Trust, DDF, DIT and DOT.
On 19 October 2004, 2,583,842,392 units were issued at a unit price of \$0.0020 (refer to the Explanatory Memorandum and Product Disclosure Statement dated 30 August 2004). This was the price at which the Trust's units were issued to unitholders of DDF, DIT and DOT as part of the stapling process described above. This was funded from the capital distribution that was paid by DDF, DIT and DOT.
On 4 November 2004, 41,521,457 units were issued at a price of \$0.0020. This issue of units was made in consideration for the acquisition by the Trust of management rights from FAP, a subsidiary of Deufsche Australia Limited. The stapled securities were issued at \$1.3119 being the volume weighted average price over the ten business days immediately following the initial quotation of DRT securities on the Australian Stock Exchange.
note 21. reserves and undistributed income
Undistributed income
| Consolidated 2005 \$'000 |
Parent Entity 2005 \$'000 |
|
|---|---|---|
| Undistributed income as at 11 August 2004 | $\overline{\phantom{a}}$ | |
| Net profit attributable to unitholders. | 4.880 | 2.108 |
| Distributions provided for or paid | (1.912) | (1.912) |
| Undistributed income as at 30 June 2005 | 2.968 | 196. |
note 22. distribution paid and payable
| Total distributions | .07 |
|---|---|
| 31 December (paid 28 February 2005) 30 Brine (payable 29 August 2005) |
.07 |
| 2005 cents per unit |
|
| Total distributions | 1,912 |
| 30 Brine (payable 29 August 2005) | 1.912 |
| 31 December (paid 28 February 2005) | |
| The distributions were paid/payable as follows: | |
| Timing of distributions | |
| \$'000 | |
| 2005 |
note 23 financial instruments
(a) credit risk
Credit risk is the risk that a tenant will fail to berform contractual obligations, including honouring the term of the lease agreements either in whole or in part, under a contract.
Concentrations of credit risk are minimised primarily by:
- ensuring tenants, together with the respective credit limits, are ø abbroved: and
- ensuring that leases are undertaken with a large number of Ŷ. tenants
As such, the Trust does not have a concentration of credit risk that arises from an exposure to a single tenant.
On-balance sheet financial instrument
The credit risk on financial assets of the Trust which have been recognised in the Statements of Financial Position is the carrying amount.
Off-balance sheet financial instruments
Credit risk from entering into interest rate swap agreements and foreign exchange contracts is the risk that interest rate swap and foreign exchange counterparties default on any amounts due under the contract.
Credit risk on interest rate swap agreements and foreign exchange contracts are minimised as counterparties are recognised financial intermediaries with acceptable credit ratings determined by recognised rating agencies.
Concentration of credit risk on interest rate swap agreements and foreign exchange contracts are minimised primarily by ensuring such agreements are undertaken with a reasonable spread of counterparties.
The credit risk on interest rate swap agreements and foreign exchange contracts are approximately equal to the net fair value (or replacement value) (refer note 23(b)).
(b) net fair value of financial assets and flabilities
Market risk is the risk that the value of the Trust's investment portfoliowill fluctuate as a result of changes in valuations. This risk is managed by ensuring that all activities are transacted in accordance with mandates, overall investment strategy and within approved limits. Market risk analysis is conducted regularly on a total portfolio basis.
On-balance sheet financial instruments
The net fair value of cash and non-interest bearing monetary financial assets and liabilities approximate their carrying value.
Off-balance sheet financial instruments
As at 30 June 2005, the net fair value of financial assets arising from interest rate swap agreements was \$1,139,036. Back to back interest rate swaps have been enfered into with related parties with a net fair value of \$3,296,708 bringing the net fair value of financial assets arising from inferest rate swaps agreements to \$4,435,744. As at 30 June 2005, the net fair value of contracts representing the net unrealised gain from converting the forward exchange contracts was \$5,668,353.
Back to back forward exchange contracts have been entered into with related parties bringing the company's net exposure to nit.
These amounts represent the potential (liability)/asset of the Trust if existing swap agreements and forward exchange contracts as at 30 June 2005 were to be terminated.
(c) figuidity and cash flow risk
Liquidity risk is the risk that the Trust will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments. The risk management guidelines adopted are designed to minimise liquidity risk through:
- ensuring that there is no significant exposure to any individual gg. creditor: and
- a applying limits to ensure there is no concentration of liquidity risk to a particular counterparty or market segment.
(d) interest rate risk exposures
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
The Trust's exposure to interest rate risk is hedged with interest rate swaps and the weighted average effective interest rate (for each class of financial asset and financial liability, and each maturity bracket including ficating rate financial assets and liabilities) is set out in the table below:
| Consolidated - 30 June 2005 | Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|---|
| Floating interest |
I year or less |
Over 1 and less than |
More than 5 years |
Non- interest |
Total | ||
| Note(s) | rate \$'000 |
\$'000 | 5 years \$'000 |
\$'000 | bearing \$'000 |
\$'000 | |
| Financial assets | |||||||
| Cash assets | 1,278 | 1,278 | |||||
| Receivables | 7 | 2,097 | 2,097 | ||||
| Other | 8 | 34 | 103 | 137 | |||
| Loan notes receivable from associate | 30 | $\cdots$ | 45.092 | 45.092 | |||
| Interest Bearing loans from related parties | 13 | 713,276 | $\cdots$ | 713,276 | |||
| Interest rate swaps ® | (1.320.000) | 599.372 | 720,628 | ||||
| Total | (605, 412) | $\sim$ | 599,372 | 765,720 | 2,200 | 761,880 | |
| Weighted average interest rate (including swaps) | 5.63% | ||||||
| Financial liabilities | |||||||
| Payables | 34 | 4.025 | 4.025 | ||||
| Interest bearing liabilities | 15 | 520.840 | 242,147 | 762,987 | |||
| Loans with related parties | 39 | ш, | 48.932 | 48.932 | |||
| Current tax liabilities | 36 | $\cdots$ | $\ddotsc$ | 1,117 | 1.117 | ||
| Provisions | 37 | 1,912 | -1,912 | ||||
| Other | 18 | 34 | 34 | ||||
| Interest rate swaps ® | (1.127.853) | 599,372 | 528.481 | ||||
| Total | (606, 979) | $\mathbf{w}$ | 599,372 | 770,628 | 55,986 | 819,007 | |
| Weighted average interest rate (including swaps) | 5.62% | ||||||
| Net financial assets/(liabilities) | 1.567 | (4.908) | (53.786) | (57.127) |
- The above interest rate swaps include \$1 billion of swaps that are forward starting. These swaps will replace existing swaps of the Stapled Entity. The existing swaps mature to mainlain the hedging profile approved by management.
(e) foreign exchange rate risk exposures
When hedging its exposures, the Trust adopts a strategy using both physical and derivative financial instruments. In regard to derivative financial instruments, the Trust uses forward exchange contracts for hedging purposes.
| Weighted average exchange rate - 30 June 2005 | Contracts to sell US\$ at an agreed exchange rate: | ||
|---|---|---|---|
| or less | 1 year Overland less than 2 years |
More than 2 years |
|
| To pay US\$ million | 16 | ||
| To receive A\$ million | 31 | 23 | 40 |
| Weighted average exchange rate | 0.7079. | ଣ ବେ2ବା | A 6878. |
note 24. contingent liabilities
The Directors of the Responsible Entity are not aware of any matters in relation to the Trust, offer than those disclosed in the financial statements, which should be brought to the attention of unitholders as at the date of completion of this report.
Details and estimates of maximum amounts of contingent liabilities are as follows:
| Consolidated | |
|---|---|
| 2005 \$'000 |
|
| Bank guarantee by the Trust in respect of the Coles Myer development, Laverton, (a property owned by DIT). | 5.000 |
| Total contingent liabilities | 5.000 |
The above bank guarantee is in turn provided by DIT to the Trust so that there is no net exposure.
The Trust is also a guarantor of a US\$210 million syndicated bank debt facility which has all been negotiated to finance the Stapled Entity. The Trust's guarantee has been given in support of debt outstanding and drawn against these facilities.
The guarantee is issued in respect of the Stapled Entity and does not constitute an additional liability to those already disclosed in its Statements of Financial Position.
note 25, related parties
related party transactions.
All related party transactions are conducted on normal commercial terms and conditions unless otherwise stated.
responsible entity
The Trust was formed on 11 August 2004 at which time DB RREEF Funds Management Limited was appointed as the Responsible Entity. Due to the Trust's ownership interest in the Responsible Entity, management fees are waived in relation to the Trust.
unitholdings
Deutsche Bank AG and its related parties, schemes and portfolios managed by Deutsche Bank AG and its related parties held 453,322,396 units in the Trust.
note 25, related parties (continued)
Deutsche Bank AG
Deutsche Bank AG owns 50 per cent of DRH, which is the 100 per cent owner of DRFM, the Responsible Entity of the Trust. Dealings with the bank include, not only transactions in its capacity as part owner of the new Responsible Entity, but also in the provision of financial services. There were a number of transactions and balances between the Trust and Deuische Bank and related entities as detailed below:
| Consolidated | |
|---|---|
| 2005 \$'000 |
|
| Transactions with Deutsche Bank AG in its capacity as financier | |
| Interest and financing fees paid/payable to Deutsche Bank | 476 |
| Administration expenses incurred by the Responsible Entity which are reimbursed in accordance with the Trust's Constitution |
|
| Dealer fees paid/payable to Deutsche Bank AG for the co-management of medium | |
| term notes issued during the financial year | 1.157 |
| Interest paid/payable on swaps for whom the counterparty was Deutsche Bank AG | (1.217) |
| Borrowings from Deutsche Bank | 4.887 |
| Other transactions with Deutsche Bank AG | |
| Underwriting fees paid/payable to Deutsche Bank | 2.678 |
| Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties |
|
| Interest revenue from other trusts within the Stapled Enfity | 27.152 |
| Lean note interest earned from DB RREEF Holdings Pty Eimited | 3.696 |
| Lean note interest receivable from DB RREEF Holdings Pty Limited | 1.237 |
directors of the responsible entity
From 11 August 2004 and up to the date of this report, the following persons were Directors of DB RREEF Funds Management, unless otherwise stated:
| Name | Appointed | Resigned |
|---|---|---|
| Directors | ||
| Christopher T Beare BSc, BE (Hons), M8A, PhD, FAICD? | -4 August 2004 | Continuing |
| Elizabeth A Alexander AM, 8Comm, FCA, FAICD, CPA 12 | 1 January 2005 | Continuing |
| Barry R Brownjehn BComm er | 1 January 2005 | Continuing |
| Stewart F. Ewen F. H. F 12 | -4 August 2004 | Continuing |
| Victor P Hoog Antink BComm, MBA, FCA, FAPI, MAICD. | 1 October 2004 | Continuing |
| Charles B. Leitner (ILBA | 10 March 2005 | Continuing |
| Shadn A Mays BSc (Hons), MSc, MBA | 13 May 2004 | 10 March 2005. |
| Brian E Scuttin BEC* | 1 January 2005 | Continuing |
| Daniel S Weaver BArch, MBA, AFIRE | 1 October 2004 | 17 December 2004 |
1 Independent Director.
2 Audit Committee Member.
3 Compliance Committee Member.
No Directors held an interest in the Trust as at 30 June 2005 or at the date of this report.
note 25, related parties (continued)
directors' and executive remuneration
1. General remuneration framework
The objective of DRFM's remuneration reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns employee reward with achievement. of strategic objectives and the creation of value for investors, and conforms with market best practice for delivery of reward.
The Board Nomination and Remuneration Committee oversee the remuneration of executives to ensure that executive reward satisfies. the following key criteria for good reward governance practices:
- competitiveness and reasonableness; 慾
- performance (inkage/afignment) Ŷ.
- ¥, transparency; and
- financial and non-financial resource management. Ø
in consultation with external remaneration consultants DRFM has structured a remuneration framework that is market competitive and complementary to its reward strategy. Alignment to investors' interests. is achieved through increased focus on group performance being a core component of plan design, as well as the plan rewarding:
- g) delivery of forecast returns; and
- achievement of key non-financial value drivers. Ø
Alignment of employees' interests is achieved through the planrewarding capability and performance. For participants, the plan-
- provides a clear structure for earning reward; Ŷ.
- q. delivers competitive reward for contribution to the creation. of value: and
- provides recognition for contribution. gg.
The plan is designed to attract and retain talented and motivated employees, and to encourage enhanced performance.
The remuneration framework provides a raix of fixed and variable pay, being base pay and short-term performance incentive. As an employee gains seniority within DRFM, the balance of this mix shifts. to a higher proportion of "at risk" rewards. DRFM is further developing a long-term performance incentive scheme for implemenfation during the year ending 30 June 2006.
To ensure that base pay is competitive, external remuneration consultants provide analysis and advice regarding market remuneration for comparable roles. Base pay for employees is reviewed annually. There are no guaranteed base pay increases for employees.
Should DRFM achieve predetermined performance targets, a short-terra incentive poot, approved by the Board Nomination and Remuneration Committee, is available for allocation to employees. during the annual review. Cash incentives are payable in September each year. Performance targets are utilised to ensure that variable reward is only available when value has been created for investors, and when performance is consistent with forecasts. The incentivepool may be feveraged for performance above targets to provide. incentive for employee out-performance.
Key performance indicators are linked to short-term incentives based on group, individual business and personal objectives. Performance indicators require achievement of specific targets in relation to the Trust's performance, as well as other key non-financial measures. linked to drivers of performance in future reporting periods. Short-termincentive payments may be adjusted up or down in tine with under or over achievement against target performance levels, at the discretionof the Board Nomination and Remuneration Committee.
Termination previsions for the Chief Executive Officer ("CEO") are set out in the CEO's contract of employment, in the event of early termination, DRFM may be required to give 12 months notice and may elect to payout all or part of this notice period.
There are no fermination provisions extended to any other DRFM exectitive
2. Non-Executive Directors' remuneration framework and structure
Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board Nomination and Remuneration Committee. The Committee also obtains advice from independent remuneration consultants to ensure Non-Executive Directors' fees and payments are appropriate and inline with market. The Chair's fee is determined independently of the fees of Non-Executive Directors, based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his/her own remuneration. Non-Executive Directors do not receive share options.
Non-Executive Directors who accept positions on Board committees receive an additional annual fee for each committee membership. Non-Executive Directors' fees are also recommended for approval by DB RREEF Trust investors.
3. Details of remuneration of Directors
3.1 DB RREEF Funds Management Limited
Details of the nature and amount of each element of remuneration for each Director of the Responsible Entity for the period ending 30 June 2005 are set out in the following tables.
Period ending 30 June 2005
| Note(s) | Salary | Bonus | Non-monetary | Superannuation | Total | |
|---|---|---|---|---|---|---|
| and fees | benefits | |||||
| \$ | £ | S | \$ | \$ | ||
| Non Executive Directors | ||||||
| Christopher T Beare | 193.125 | 193.125 | ||||
| Elizabeth A Alexander | 65,000 | 65,000 | ||||
| Barry R Brownjehn | 60,000 | 60,000 | ||||
| Stewart F Ewen | 95,625 | 95.625 | ||||
| Brian E Scuttin | 68.750 | 68.750 | ||||
| Executive Directors | ||||||
| Victor P Hoog Antink | З | 682,139 | 68.800 | 750.939 | ||
| Charles B Leitner III | 2 | 12,300 | 12.300 | |||
| Shaon A Mays (alternate to Charles B Leitner III). | 2 | 16.000 | 16.000 | |||
| Daniel S Weaver | 2 | $\cdots$ |
Note 1: Non-Executive Directors' remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this Remuneration Report is each Directors' total remuneration from 1 October 2004, or the date of appointment if later than 1 October 2004, to 30 June 2005.
Note 2: These Executive Directors' remuneration is a cost of their employer, Deutsche Bank. The amount shown in this Remuneration Report is an apportionment of each Executive's total remuneration based on their time spent on DB RREEF Funds Management Limited's activities during the period ending 30 June 2005.
The Chief Executive Officer's remuneration is a cost of DB RREEF Funds Management Limited. The amount shown in this report is the Chief Executive Note 3: Officer's lotal remuneration for the nine months ending 30 June 2006. No short term incentive payment for the period 1 October 2004 to 30 June 2005 has been affecated. Consequently, no payment is included in the above.
note 25, related parties (continued)
4. Details of remuneration of Executives
Listed in the following table are the six highest paid executives who are also the six executives who have the greatest authority within DB RREEF Funds Management, and who became executives of DB RREEF Holdings Limited on 1 October 2004. Prior to 1 October 2004 there were no specified executives. The components of each executive's total remuneration package for the period commencing 1 October 2004 and ending 30 June 2005 is set out in the following table:
For the period commencing 1 October 2004 and ending 30 June 2005
| Position | Safary | Bonus | Non-monetary benefits |
Superannuation | Total | |
|---|---|---|---|---|---|---|
| £ | ||||||
| Tanya L Cox | Chief Operating Officer | 178.811 | 50.000 | 8.689 | 237.500 | |
| John C Easy | Head of Legal | 163.811 | 25,000 | 8.689 | 197.500 | |
| Greg T Lee | Head of Transaction Services | 216.311 | 62.000 | 8.689 | 287.000 | |
| Ben J Lehmann | Head of Portfolio Services | 216.311 | 75.000 | 8.689 | 300.000 | |
| ⊰an D Robins. | Head of Capital Markets | 272.561 | 175.000 | 8.689 | 456.250 | |
| Mark F Turner | Head of Mandates | 178.811 | 50.000 | 8.689 | 237.500 |
No short term incentive payment has been allocated for the period 1 January 2005 to 30 June 2005. Consequently, no short term incentive payment has been included for the same period.
5. Other disclosures
There were no loans, stapled securities or options issued or granted during the period to any Director or employee. No Director or Executive received any retirement benefit during the period.
note 26, events occurring after reporting date
constitution amendment
On 7th of July 2005, amendments to the constitution were made that enable the Trust to satisfy the AIFRS criteria for unitholders funds to be classified as equity (ASIC Class Order 05/566). The Board was of the view that such amendments were not materially adverse to unitholders nor did they change the nature of the scheme.
Since the end of the year, other than the matter discussed above, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in their report or the financial statements that has significantly or may significantly aftect the operations. of the Trust, the results of those operations, or state of the Trust's affairs in future financial periods.
note 27. segment information
The Trust's associate and wholly owned entities are involved in property development and provide financial services to trusts within the Stapled Entity, and to other clients.
The Trust operates solely in Australia.
| 2005 | Financial | Property | Investment in funds | Consolidated |
|---|---|---|---|---|
| services | development | management company | ||
| \$'000 | \$'000 | \$000 | \$'000 | |
| Rental and other property income. | 1.380 | 1.380 | ||
| Other revenue | 40.108 | $\cdots$ | 2.571 | 42.679 |
| Total segment revenue | 40.108 | 1.380 | 2.571 | 44,059 |
| Segment result | 2.262 | 47 | 2.571 | 4,880 |
| Segment assets | 778.222 | 49.293 | 827.515 | |
| Segment kabilities | 817.619 | 1.388 | 819.007 | |
| Acquisitions of property, plant and equipment, intangibles | ||||
| and other non-current segment assets | 47.036 | m. | 47.036 | |
| Investments in Associates | 17,166 | nw. | 17,166 | |
| Net cash outflow from operating activities | 3.133 | 1.082 | 4.215 |
note 28, reconciliation of net profit to net cash inflow from operating activities
| Consolidated | Parent Entity | |
|---|---|---|
| 2005 | 2005 | |
| \$'000 | \$'000 | |
| Net profit attributable to members | 4.880 | 2.108 |
| Share of net profit of investments accounted for using the equity method | (2.571) | |
| Change in operating assets and liabilities | ||
| Increase in receivables | (2.097) | (1.254) |
| Increase in other current assets | (103) | |
| Increase in other non-current assets. | (954) | |
| Increase in pavables | -2.989 | 243 |
| Increase in other current liabilities | 3.137 | 920 |
| Increase other non-current (abilities) | --- | 1.182 |
| Net cash inflow from operating activities | 4.215 | 2.245 |
components of cash
Cash at the end of the year as shown in the Statements of Cash Flows is reconciled to the Statements of Financial Position as follows:
| $1.11111111111111111111111111111111111$ Consolidated |
Parent Entity |
|---|---|
| 2005 | 2005 |
| \$'000 | - 000 |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Cash assets |
150 |
note 29. non-cash financing and investing activities
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Note(s) | Consolidated 2005 \$'000 |
Parent Entity 2005 \$'000 |
|---|---|---|---|
| Placement of units | 20 | 5,251 | 5.251 |
| Distributions reinvested | 20 | 289 | 289 |
| 5,540 | 5.540 |
Distributions satisfied by the issue of units under the distribution reinvestment plan are shown in note 20.
note 30. earnings per unit
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | Consolidated |
|---|---|
| 2005 | |
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, | |
| Basic and dilated earnings - cents per unit | -0.36 |
| Weighted average number of units outstanding used in the calculation. | |
| of basic and diluted earnings per unit. | 1,366,041,195 |
directors' declaration
DB RREEF OPERATIONS TRUST DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2005
The Directors of DB RREEF Funds Management Limited as Responsible Entity of DB RREEF Operations Trust ("the Trust") a listed trust declare that the financial statements and notes set oul on pages 112 to 134.
(i) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) give a true and fair view of the Trust's and consolidated entity's financial position as at 30 June 2005 and of their performance, as represented by the results of their operations and their cash flows, for the period ended on that date.
In the Directors' opinion:
- (a) the financial statements and notes are in accordance with the Corporations Act 2001;
- (b) there are reasonable grounds to believe that the Trust and its consolidated entities will be able to pay their debts as and when they become due and payable; and
- (c) the Trust has operated in accordance with the provisions of the Constitution dated 11 August 2004 during the period ended 30 June 2005.
This declaration is made in accordance with a resolution of the Directors.
Cluir Seem
Christopher T Beare Chair Sydney
25 August 2005
independent auditor's report
PRICEWATERHOUSE COPERS
Independent audit report to the unitholders of DB RREEF Operations Trust
Matters relating to the electronic presentation of the audited financial report
This audit report relates to the financial report of DB RREEF Operations Trust and the DB RREEF Operations Trust Group (defined below) for the financial year ended 30 June 2005 included on DB RREEF Operations Trust's web site. The directors of DB RREEF Funds Management Limited are responsible for the integrity of DB RREEF Operations Trust's web site. We have not been engaged to report on the integrity of this web site. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.
Audit opinion
In our opinion, the financial report of DB RREEF Operations Trust:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of and the DB RREEF Operations Trust Group (defined below) as at 30 June 2005, and of their performance for the period from 11 August 2004 to 30 June 2005, and
- is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.
This opinion must be read in conjunction with the rest of our audit report.
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both DB RREEF Operations Trust (the Trust) and the DB RREEF Operations Trust Group (the consolidated entity), for the period from 11 August 2005 to 30 June 2005. The consolidated entity comprises both the Trust and the entities it controlled during that period.
The directors of DB RREEF Funds Management Limited, the responsible entity, are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)
PricewaterhouseCoopers ABN 52 780 433 757
Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
PRICEWATERHOUSE COPERS &
Audit approach
We conducted an independent audit in order to express an opinion to the unitholders of the Trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Trust's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and a) disclosures in the financial report, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
nandatram soft
PricewaterhouseCoopers
DA Prothero Partner
Sydney 25 August 2005


LEFT: 30 The Bond, Sydney NSW; ABOVE: Greystanes NSW; R(GHT: Westfakes SA,
directory
DB RREEF Diversified Trust ARSN 089 324 541
DB RREEF Industrial Trust ARSN 090 879 137
DB RREEF Office Trust ARSN 090 768 531
DB RREEF Operations Trust ARSN 110 521 223
responsible entity
DB RREEF Funds Management Limited ABN 24 060 920 783
registered office of responsible entity
Level 21, 83 Clarence Street Sydney NSW 2000
PO Box R1822 Royal Exchange NSW 1225
Phone: +61 2 9249 9595 Fax: +61 2 9249 9982
investor enquiries
Email: [email protected]
Freecall: 1800 819 675
Phone: +61 2 8280 7126
Website: www.dbrreef.com.au
security registry
ASX Perpetual Registrars Limited 580 George Street Sydney NSW 2000
Locked Bag A14 Sydney South NSW 2000
Phone: +61 2 8280 7126 Freecall: 1800 819 675 Fax: +61 2 9261 8489 Email: [email protected] Website: www.asxperpetuat.com.au
For inquiries regarding you holding you can either contact the Security Registry access you holding details via the web at www.dbrreef.com and follow the links.
Eisted on the Australian Stock Exchange ASX Code: DRT
InfoLine 1800 819 675 Monday to Friday between 8.30am and 5.30pm (EST)

